OMB APPROVAL OMB Number: 3235-0570 Expires: December 31, 2005 Estimated average burden hours per response..... 5.0 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 811-01605 Pioneer Balanced Fund (Exact name of registrant as specified in charter) 60 State Street, Boston, MA 02109 (Address of principal executive offices) (ZIP code) Dorothy E. Bourassa, 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, 2004 through December 31, 2004 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 ------- BALANCED FUND Annual Report 12/31/04 [LOGO] PIONEER Investments(R) Table of Contents - -------------------------------------------------------------------------------- Letter to Shareowners 1 Portfolio Summary 2 Performance Update 3 Comparing Ongoing Fund Expenses 7 Portfolio Management Discussion 9 Schedule of Investments 14 Financial Statements 31 Notes to Financial Statements 39 Report of Independent Registered Public Accounting Firm 46 Trustees, Officers and Service Providers 47 Retirement Plans from Pioneer 54 Programs and Services for Pioneer Shareowners 56 The Pioneer Family of Mutual Funds 58 Pioneer Balanced Fund - -------------------------------------------------------------------------------- LETTER TO SHAREOWNERS 12/31/04 - -------------------------------------------------------------------------------- Dear Shareowner, - -------------------------------------------------------------------------------- After three calendar quarters of listless performance, U.S. equity markets improved strongly late in the year. Anxiety over energy prices, international tensions and the falling American dollar had held the markets back, but uneasiness about the presidential election was the principal source of investor hesitation. The election went smoothly, the result was decisive, and the ensuing rally pushed major indices into the black for the second year running. However, returns trailed 2003's levels. Small capitalization companies outperformed large cap issues for the sixth consecutive year. Markets overseas were generally buoyant: commodity-rich nations saw surging demand for copper, gold, lumber and other materials, with much of their output destined to feed China's vast economic appetite. Bond investors focused on longer-term issues. Reflecting the risk aversion that favored small cap stocks, high-yield bonds were the strongest performers, while higher quality issues, including U.S. Treasury issues, scored more modest gains. Municipal bond returns were generally favorable as well; economic growth spurred rising tax revenues, putting many issuers into surplus for the first time in years. A measured pace of growth seems in store for the U.S. economy, which generated 2.2 million jobs after years of employment declines. By the end of September, the economy had tallied twelve straight up quarters and the nation's annualized growth rate stood at a respectable four percent. We believe this rate of expansion is enough to sustain growth without provoking the Federal Reserve Board into aggressive interest rate hikes aimed at calming inflation. Welcome to former Safeco fund shareholders With this report, we also would like to acknowledge the investors in former Safeco mutual funds who now are shareholders of Pioneer funds. We would like to welcome you again to the Pioneer fund family and assure you of our commitment to provide the highest quality portfolio management and personal service. Pioneer has emerged as a growing presence in the ranks of major U.S. management firms. As a shareholder in a Pioneer mutual fund, you have a significantly more investment options available to you. A conversation with your investment professional will help you understand how these new funds may enhance your portfolio diversification and fit in with your long-range goals. Or, feel free to call Pioneer directly at 1-800-225-6292 for assistance. Please consider a fund's investment objective, risks, charges and expenses carefully before investing. The prospectus contains this and other information about each fund and should be read carefully before you invest or send money. To obtain a prospectus and for other information on any Pioneer fund, contact your financial advisor, call 1-800-225-6292 or visit our web site at www.pioneerfunds.com. Respectfully, /s/ Osbert M. Hood Osbert M. Hood President Pioneer Investment Management, Inc. 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. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. 1 Pioneer Balanced Fund - -------------------------------------------------------------------------------- PORTFOLIO SUMMARY 12/31/04 - -------------------------------------------------------------------------------- Portfolio Diversification - -------------------------------------------------------------------------------- (As a percentage of total investment portfolio) [THE FOLLOWING WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL] U.S. Common Stocks 64.0% Collateralized Mortgage Obligations 0.4% Asset Backed Securities 0.6% Depositary Receipts for International Stocks 1.8% U.S. Corporate Bonds 10.4% U.S. Government Securities 22.8% Sector Distribution - -------------------------------------------------------------------------------- (As a percentage of total long-term securities) [THE FOLLOWING WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL] Utilities 0.7% Telecommunications Services 2.7% Materials 3.5% Energy 6.5% Industrials 7.4% Health Care 8.8% Government Obligations 23.0% Consumer Staples 13.3% Financials 13.0% Information Technology 11.0% Consumer Discretionary 10.1% 10 Largest Holdings - -------------------------------------------------------------------------------- (As a percentage of total long-term securities)* 1. Berkshire Hathaway, Inc. (Class B) 3.08% 6. Gillette Co. 2.58% 2. Microsoft Corp. 3.04 7. William Wrigley Jr. Co. 2.51 3. First Data Corp. 3.00 8. United Parcel Service 2.30 4. Northrop Grumman Corp. 2.67 9. Pfizer, Inc. 2.23 5. PepsiCo, Inc. 2.62 10. Viacom, Inc. (Class B) 2.16 * This list excludes temporary cash and derivative instruments. Portfolio holdings will vary for other periods. 2 Pioneer Balanced Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 12/31/04 CLASS A SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 12/31/04 12/31/03 $9.72 $9.47 Net Distributions per Share Investment Short-Term Long-Term (1/1/04 - 12/31/04) Income Capital Gains Capital Gains $0.166 $ - $ - Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Balanced Fund at public offering price, compared to that of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index. Average Annual Total Returns (as of December 31, 2004) Net Asset Public Offering Period Value Price (POP) 10 Years 5.78% 5.29% 5 Years 1.94 1.00 1 Year 4.43 -0.31 [THE FOLLOWING WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Date Pioneer Lehman Brothers Standard & Balanced Fund Aggregate Bond Index Poor's 500 Index 12/31/1994 $ 9,550 $10,000 $10,000 $11,650 $11,848 $13,752 12/31/1996 $12,803 $12,276 $16,904 $14,585 $13,463 $22,541 12/31/1998 $14,752 $14,631 $28,986 $15,216 $14,508 $35,083 12/31/2000 $16,035 $16,196 $31,895 $15,574 $17,563 $28,114 12/31/2002 $13,830 $19,365 $21,903 $16,041 $20,160 $28,181 12/31/2004 $16,752 $21,035 $31,245 Call 1-800-225-6292 or visit www.pioneerfunds.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. POP returns reflect deduction of maximum 5.75% sales charge. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results 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. The Fund adopted its current name and investment objective on February 3, 1997. Prior to that date, the Fund's name was Pioneer Income Fund and its objective was income from a portfolio of income-producing bonds and stocks. The Standard & Poor's 500 Stock Index (the S&P 500) is a commonly used measure of the broad U.S. stock market. The Lehman Brothers Aggregate Bond Index is a measure of the U.S. Bond Market. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in any Index. 3 Pioneer Balanced Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 12/31/04 CLASS B SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 12/31/04 12/31/03 $9.61 $9.37 Net Distributions per Share Investment Short-Term Long-Term (1/1/04 - 12/31/04) Income Capital Gains Capital Gains $0.0846 $ - $ - Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Balanced Fund, compared to that of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index. Average Annual Total Returns (as of December 31, 2004) If If Period Held Redeemed Life-of-Class (4/28/95) 4.34% 4.34% 5 Years 1.00 1.00 1 Year 3.48 -0.52 [THE FOLLOWING WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Date Pioneer Lehman Brothers Standard & Balanced Fund Aggregate Bond Index Poor's 500 Index 4/30/1995 $10,000 $10,000 $10,000 $11,374 $11,123 $12,175 12/31/1996 $12,400 $11,525 $14,966 $14,010 $12,640 $19,956 12/31/1998 $14,036 $13,736 $25,663 $14,351 $13,621 $31,060 12/31/2000 $14,981 $15,205 $28,238 $14,423 $16,489 $24,891 12/31/2002 $12,707 $18,181 $19,391 $14,576 $18,927 $24,950 12/31/2004 $15,083 $19,749 $27,662 Call 1-800-225-6292 or visit www.pioneerfunds.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 redeemed" returns reflect the deduction of applicable contingent deferred sales charge (CDSC). Effective December 1, 2004, the period during which a CDSC is applied to withdrawals was shortened to 5 years. The maximum CDSC for class B shares continues to be 4%. For more complete information, please see the prospectus for details. Note: Shares purchased prior to December 1, 2004 remain subject to the CDSC in effect at the time you purchased those shares. For performance information for shares purchased prior to December 1, 2004, please visit www.pioneerfunds.com/bshares. 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. The Fund adopted its current name and investment objective on February 3, 1997. Prior to that date, the Fund's name was Pioneer Income Fund and its objective was income from a portfolio of income-producing bonds and stocks. The Standard & Poor's 500 Stock Index (the S&P 500) is a commonly used measure of the broad U.S. stock market. The Lehman Brothers Aggregate Bond Index is a measure of the U.S. Bond Market. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in any Index. 4 Pioneer Balanced Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 12/31/04 CLASS C SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 12/31/04 12/31/03 $9.68 $9.45 Net Distributions per Share Investment Short-Term Long-Term (1/1/04 - 12/31/04) Income Capital Gains Capital Gains $0.0916 $ - $ - Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Balanced Fund, compared to that of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index. Average Annual Total Returns (as of December 31, 2004) If If Period Held Redeemed Life-of-Class (1/31/96) 3.04% 3.04% 5 Years 0.81 0.81 1 Year 3.42 3.42 [THE FOLLOWING WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Date Pioneer Lehman Brothers Standard & Balanced Fund Aggregate Bond Index Poor's 500 Index 1/31/1996 $10,000 $10,000 $10,000 $10,812 $10,294 $11,888 $12,269 $11,289 $15,852 12/31/1998 $12,302 $12,268 $20,385 $12,551 $12,165 $24,672 12/31/2000 $13,046 $13,580 $22,430 $12,510 $14,727 $19,771 12/31/2002 $11,006 $16,238 $15,403 $12,637 $16,905 $19,819 12/31/2004 $13,068 $17,638 $21,971 Call 1-800-225-6292 or visit www.pioneerfunds.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. 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. The Fund adopted its current name and investment objective on February 3, 1997. Prior to that date, the Fund's name was Pioneer Income Fund and its objective was income from a portfolio of income-producing bonds and stocks. The Standard & Poor's 500 Stock Index (the S&P 500) is a commonly used measure of the broad U.S. stock market. The Lehman Brothers Aggregate Bond Index is a measure of the U. S. Bond Market. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in any Index. 5 Pioneer Balanced Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 12/31/04 INVESTOR CLASS SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 12/31/04 12/11/04 $9.72 $9.66 Net Distributions per Share Investment Short-Term Long-Term (12/11/04 - 12/31/04) Income Capital Gains Capital Gains $ - $ - $ - Investment Returns - -------------------------------------------------------------------------------- Average Annual Total Returns (as of December 31, 2004) If If Period Held Redeemed Life-of-Class (12/11/04) 0.62% 0.62% Call 1-800-225-6292 or visit www.pioneerfunds.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. Certain Pioneer funds (the "Funds") issued Investor Class shares in connection with the reorganization of Safeco mutual funds. The Funds are not offering additional Investor Class shares except in connection with the reinvestment of dividends on the Funds' outstanding Investor Class shares. All Investor Class shares of the Funds, whenever issued, convert to Class A shares of their respective Funds on December 10, 2006. Investor Class shares are not subject to sales charges. 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 does not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. The Fund adopted its current name and investment objective on February 3, 1997. Prior to that date, the Fund's name was Pioneer Income Fund and its objective was income from a portfolio of income-producing bonds and stocks. 6 Pioneer Balanced Fund - -------------------------------------------------------------------------------- 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 Balanced Fund Based on actual returns from July 1, 2004 through December 31, 2004 Investor Share Class A B C Class - ----------------------------------------------------------------------------------------- Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00 On 7/1/04** - ----------------------------------------------------------------------------------------- Ending Account Value $1,027.96 $1,022.73 $1,023.35 $1,006.20 On 12/31/04 - ----------------------------------------------------------------------------------------- Expenses Paid During Period* $ 6.43 $ 11.11 $ 10.06 $ 0.61 * Expenses are equal to the Fund's annualized expense ratio of 1.26%, 2.19%, 1.98% and 1.06%, for Class A, Class B, Class C and Investor Class shares, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period (21/366 for Investor Class shares). ** 12/11/04 for Investor Class shares. 7 Pioneer Balanced Fund - -------------------------------------------------------------------------------- COMPARING ONGOING FUND EXPENSES (continued) - -------------------------------------------------------------------------------- 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). 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 Balanced Fund Based on a hypothetical 5% per year return before expenses, reflecting the period from July 1, 2004 through December 31, 2004 Investor Share Class A B C Class - ----------------------------------------------------------------------------------------- Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00 On 7/1/04** - ----------------------------------------------------------------------------------------- Ending Account Value $1,018.65 1,013.88 $1,014.18 1,002.26 On 12/31/04 - ----------------------------------------------------------------------------------------- Expenses Paid During Period* $ 6.40 $ 11.06 $ 10.02 $ 0.61 * Expenses are equal to the Fund's annualized expense ratio of 1.26%, 2.19%, 1.98% and 1.06%, for Class A, Class B, Class C and Investor Class shares, respectively, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period (21/366 for Investor Class shares)). ** 12/11/04 for Investor Class shares. 8 Pioneer Balanced Fund - -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 12/31/04 - -------------------------------------------------------------------------------- The domestic economy continued its rebound during 2004, encouraging the Federal Reserve to begin raising short-term interest rates, which had reached the lowest levels in 46 years. The yields of longer-term bonds showed little movement over the year, however, despite some interim volatility in the spring. Corporate bonds and mortgage-backed securities performed well. The equity markets delivered positive performance over the year, with small- and mid-cap stocks outperforming large-company equities and value stocks outpacing growth stocks. In the following interview, Timothy Mulrenan, who is responsible for the equity portfolio of Pioneer Balanced Fund, and Richard Schlanger, who is responsible for the Fund's fixed-income portfolio, discuss the markets and the factors that affected performance during 2004. Throughout the year, the Fund kept its allocations to equities and bonds relatively stable, with about 64% of assets in stocks and about 36% in fixed income investments. Q: How did the Fund perform during 2004? A: Pioneer Balanced Fund (Class A shares) returned 4.43% at net asset value during the 12 months ended December 31, 2004. During the same period, the average return of the 576 funds in Lipper's Balanced Fund category was 7.93%. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The primary reason for the underperformance versus the peer group was our emphasis on higher quality, large-cap growth stocks, during a time when dividend paying and value stocks outperformed growth stocks. Q: What was the investment environment like during the period? A: The economy was healthy, growing at a moderate rate throughout 2004. Evidence of a sustained economic recovery was clear enough that, beginning on June 30, the Federal Reserve Board began raising the overnight interbank lending rate, the Fed Funds Rate, in an effort to avoid any increase in inflationary pressures. 9 Pioneer Balanced Fund - -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 12/31/04 (continued) - -------------------------------------------------------------------------------- By the end of the year, the Fed Funds Rate had risen from 1.00% to 2.25%, with the Fed indicating it intended to continue to raise the rate at a "measured" pace. During a year in which the value of the U.S. dollar on international currency exchanges fell dramatically and energy prices rose significantly, longer-term interest rates remained surprisingly stable for much of the year. In fact, the yield of the 10-year Treasury ended 2004 at 4.22%, very close to its level at the start of the year. As the improving economy helped lift corporate profits, corporate bonds significantly outperformed government bonds. Mortgage-backed securities also did better than Treasuries in a year in which securities that paid a higher coupon tended to deliver higher returns. In the equity markets, stock prices did not move greatly during the first 10 months of the year. However, after the November elections and the end of political uncertainty about control of the federal government, stocks staged a strong rally. Small- and mid-cap stocks and value stocks outperformed large-cap stocks and growth stocks. Q: What were your strategies in managing the fixed-income portfolio during the year? A: We emphasized the "spread" sectors - corporates and mortgages - and kept the portfolio's duration, or sensitivity to interest rate changes, close to that of the benchmark Lehman Brothers Aggregate Bond Index. For much of the year, we kept our investments in high-yielding, lower-rated corporate bonds at about 8.5% of fixed income assets, close to our limit of 10%. However, we did lower that to about 6.8% of fixed income assets by the end of the year, increasing our investments in mortgage-backed securities to almost half the portfolio. This was because, after strong performance by corporate bonds, we found that mortgage securities offered very attractive relative value, as they provided almost as much income as corporate securities, but with higher credit quality. At the end of 2004, average credit quality was AA-, up from the A+ average rating of a year earlier. Both because we were cautious in taking interest-rate risk and because we increased our 10 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- investments in mortgages, the portfolio's duration was 3.83 years, down from 4.52 years at the end of 2003. Both our sector selection and our decision to keep the portfolio's sensitivity to interest rate changes close to that of the benchmark aided performance during the year. Q: What were the principal factors affecting the equity portfolio's performance during 2004? A: During a year in which high quality, large-company growth stocks were not in favor, the best performance tended to come from our investments in the energy and consumer staples sectors. Several of our holdings in the information technology sector also supported performance, while many of the most notable detractors were in health care and consumer discretionary investments. The price of oil rose substantially in 2004, helping lift the performance of the entire energy sector. Our best-performing energy investments included Encana, a Canadian exploration and production company, and Varco International, which provides oil field equipment and services to energy companies. Varco eventually received an attractive acquisition offer from National Oil Well. In consumer staples, top performers included two of our five largest holdings: Wrigley's and Gillette. In addition, CVS, the pharmacy chain, rose substantially as its earnings outlook improved with the acquisition of many stores formerly operated by the Eckerd chain. Chewing gum leader Wrigley's appreciated on good earnings growth, its improving outlook with the acquisition of the Altoids and Lifesavers brands, and inroads into the markets in China and India. Gillette gained on successful new product introductions and excellent cost management. In information technology, Symantec's stock price appreciated with strong sales of its anti-virus software. Newmont Mining, the world's largest gold mining company, was another holding that did well. In health care, our investments in large pharmaceutical companies detracted from results during a difficult year for the industry. The largest disappointment was Pfizer, a major position in the portfolio. Pfizer's stock price plummeted late in the year amid 11 Pioneer Balanced Fund - -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 12/31/04 (continued) - -------------------------------------------------------------------------------- controversies about possible side effects of its Cox-2 pain inhibitor, Celebrex. The news came after Merck, a smaller holding in the portfolio, withdrew its Cox-2 pain inhibitor from the market entirely. Among consumer discretionary holdings, the most notable drag on performance was our investment in Viacom, which declined 17% during the year, primarily because of disappointing advertising sales in its radio station division. As the year progressed, we sold some of our more successful investments, notably Symantec and Newmont Mining because of concerns about the high valuations that they had attained. As we did so, we invested in Vodaphone, the wireless communications company based in the U.K.; Guidant, a leading medical device company, which later received an acquisition offer from Johnson & Johnson; and Avaya, a telecommunications equipment company that is a leader in providing Voice Over Internet Protocol technology to corporations. Q: What is your investment outlook? A: We believe the economy will continue to expand and the Federal Reserve will maintain its policy of raising short-term interest rates. Longer term rates may rise more slowly. As this happens, the "yield curve" will flatten as the difference between short-term rates and longer-term rates narrows. If this scenario unfolds, we may take a more "bar-belled" approach to the fixed income portfolio, investing in both short-maturity (less than two years) on one end of the spectrum and longer-maturity securities (more than 10 years) on the other end but de-emphasizing intermediate-term issues which may be the most vulnerable to the risk of price loss from rising rates. We may also take some profits in mortgage investments if their prices begin to look less appealing and search for more attractive opportunities in corporate securities. In the equity market, we believe corporate profits will continue to improve, but at a decelerating rate. We think stock prices will track earnings growth, which in turn should track Gross Domestic Product growth. We intend to continue to emphasize high quality, stable-growth companies. Historically, these companies have done relatively well as corporate profit growth begins decelerating as the economy enters a new, slower growth stage in the business cycle. 12 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The consumer staples and health care sectors typically perform well in such an environment. 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 underlying securities and their inability to meet their debt obligations. 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. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. 13 Pioneer Balanced Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 12/31/04 - -------------------------------------------------------------------------------- Shares Value COMMON STOCKS - 64.3% Energy - 5.6% Integrated Oil & Gas - 1.2% 2,400 BP Amoco Plc (A.D.R.) $ 140,160 1,801 ConocoPhillips 156,381 9,400 ChevronTexaco Corp. 493,594 21,076 Exxon Mobil Corp. 1,080,356 ------------ $ 1,870,491 ------------ Oil & Gas Drilling - 4.1% 21,800 Encana Corp. $ 1,243,908 98,100 ENSCO International, Inc. 3,113,694 63,600 Varco International, Inc.* 1,853,940 ------------ $ 6,211,542 ------------ Oil & Gas Exploration & Production - 0.3% 13,800 Pioneer Natural Resources Co. $ 484,380 ------------ Total Energy $ 8,566,413 ------------ Materials - 2.2% Commodity Chemicals - 0.2% 6,200 Praxair, Inc. $ 273,730 ------------ Metal & Glass Containers - 0.0% 1,800 Ball Corp. $ 79,164 ------------ Precious Metals & Minerals - 2.0% 68,700 Newmont Mining Corp. $ 3,050,967 ------------ Total Materials $ 3,403,861 ------------ Capital Goods - 3.1% Aerospace & Defense - 2.6% 72,600 Northrop Grumman Corp. $ 3,946,536 ------------ Electrical Component & Equipment - 0.2% 9,700 General Electric Co. $ 354,050 ------------ Industrial Conglomerates - 0.2% 800 Illinois Tool Works, Inc. $ 74,144 2,400 Johnson Controls, Inc. 152,256 2,100 United Technologies Corp. 217,035 ------------ $ 443,435 ------------ The accompanying notes are an integral part of these financial statements. 14 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Industrial Machinery - 0.1% 2,400 Ingersoll-Rand Co. $ 192,720 ------------ Total Capital Goods $ 4,936,741 ------------ Commercial Services & Supplies - 0.6% Diversified Commercial Services - 0.6% 19,900 Cintas Corp. $ 872,814 ------------ Total Commercial Services & Supplies $ 872,814 ------------ Transportation - 2.2% Trucking - 2.2% 39,700 United Parcel Service $ 3,392,762 ------------ Total Transportation $ 3,392,762 ------------ Hotels, Restaurants & Leisure - 0.1% Restaurants - 0.1% 3,300 Tricon Global Restaurants, Inc. $ 155,694 ------------ Total Hotels, Restaurants & Leisure $ 155,694 ------------ Media - 3.4% Broadcasting & Cable Television - 1.2% 27,400 Clear Channel Communications, Inc. $ 917,626 28,900 Comcast Corp. (Special)* 949,076 ------------ $ 1,866,702 ------------ Movies & Entertainment - 2.1% 87,594 Viacom, Inc. (Class B) $ 3,187,546 ------------ Publishing - 0.1% 2,200 Gannett Co. $ 179,740 ------------ Total Media $ 5,233,988 ------------ Retailing - 3.7% Apparel Retail - 1.3% 47,500 Liz Claiborne, Inc. $ 2,004,975 ------------ Department Stores - 0.2% 5,300 Nordstrom, Inc. $ 247,669 ------------ General Merchandise Stores - 2.0% 93,300 Family Dollar Stores, Inc. $ 2,913,759 2,800 Target Corp. 145,404 ------------ $ 3,059,163 ------------ The accompanying notes are an integral part of these financial statements. 15 Pioneer Balanced Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- Shares Value Specialty Stores - 0.2% 20,099 Blockbuster, Inc. $ 191,744 20,099 Blockbuster, Inc. (Class B) 177,072 ------------ $ 368,816 ------------ Total Retailing $ 5,680,623 ------------ Food & Drug Retailing - 4.2% Drug Retail - 0.8% 28,200 CVS Corp. $ 1,270,974 ------------ Food Distributors - 0.1% 3,400 Sysco Corp. $ 129,778 ------------ Food Retail - 2.5% 53,700 Wm. Wrigley Jr. Co. $ 3,715,503 ------------ Hypermarkets & Supercenters - 0.8% 22,100 Wal-Mart Stores, Inc. $ 1,167,322 ------------ Total Food & Drug Retailing $ 6,283,577 ------------ Food, Beverage & Tobacco - 5.1% Distillers & Vintners - 1.9% 57,700 Anheuser-Busch Co., Inc. $ 2,927,121 ------------ Soft Drinks - 3.2% 24,800 The Coca-Cola Co. $ 1,032,424 74,100 PepsiCo, Inc. 3,868,020 ------------ $ 4,900,444 ------------ Total Food, Beverage & Tobacco $ 7,827,565 ------------ Household & Personal Products - 3.6% Household Products - 0.9% 27,200 Estee Lauder Co. $ 1,244,944 1,200 Procter & Gamble Co. 66,096 ------------ $ 1,311,040 ------------ Personal Products - 2.7% 85,000 Gillette Co. $ 3,806,300 3,900 Kimberly-Clark Corp. 256,659 ------------ $ 4,062,959 ------------ Total Household & Personal Products $ 5,373,999 ------------ The accompanying notes are an integral part of these financial statements. 16 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Health Care Equipment & Services - 5.1% Health Care Distributors - 2.5% 3,900 Abbott Laboratories $ 181,935 21,100 Cardinal Health, Inc. 1,226,965 56,600 Wyeth 2,410,594 ------------ $ 3,819,494 ------------ Health Care Equipment - 2.6% 52,700 Biomet, Inc. $ 2,286,653 23,100 Guidant Corp. 1,665,510 ------------ $ 3,952,163 ------------ Total Health Care Equipment & Services $ 7,771,657 ------------ Pharmaceuticals & Biotechnology - 3.5% Biotechnology - 0.9% 20,168 Amgen, Inc.* $ 1,293,777 ------------ Pharmaceuticals - 2.6% 11,100 Eli Lilly & Co. $ 629,925 122,521 Pfizer, Inc. 3,294,590 ------------ $ 3,924,515 ------------ Total Pharmaceuticals & Biotechnology $ 5,218,292 ------------ Banks - 1.0% Diversified Banks - 1.0% 17,400 Bank of America Corp. $ 817,626 12,820 U.S. Bancorp 401,522 5,000 Wachovia Corp. 263,000 ------------ $ 1,482,148 ------------ Total Banks $ 1,482,148 ------------ Diversified Financials - 3.4% Asset Management & Custody Banks - 1.3% 57,200 The Bank of New York Co., Inc. $ 1,911,624 1,700 State Street Corp. 83,504 ------------ $ 1,995,128 ------------ Consumer Finance - 1.4% 38,000 American Express Co. $ 2,142,060 ------------ Investment Banking & Brokerage - 0.4% 10,900 Merrill Lynch & Co., Inc. $ 651,493 ------------ The accompanying notes are an integral part of these financial statements. 17 Pioneer Balanced Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- Shares Value Diversified Financial Services - 0.3% 9,300 Citigroup, Inc. $ 448,074 ------------ Total Diversified Financials $ 5,236,755 ------------ Insurance - 4.5% Multi-Line Insurance - 0.3% 3,500 American International Group, Inc. $ 229,845 4,800 Hartford Financial Services Group, Inc. 332,688 ------------ $ 562,533 ------------ Property & Casualty Insurance - 4.2% 1,550 Berkshire Hathaway, Inc. (Class B)* $ 4,550,800 20,500 Progressive Corp. 1,739,220 ------------ $ 6,290,020 ------------ Total Insurance $ 6,852,553 ------------ Software & Services - 6.7% Application Software - 3.8% 168,200 Microsoft Corp. $ 4,492,622 46,000 Symantec Corp.* 1,184,960 ------------ $ 5,677,582 ------------ Data Processing & Outsourced Services - 2.9% 104,300 First Data Corp. $ 4,436,922 ------------ Total Software & Services $ 10,114,504 ------------ Technology Hardware & Equipment - 2.5% Communications Equipment - 0.4% 40,200 Avaya, Inc.* $ 691,440 ------------ Computer Hardware - 1.7% 1,100 Diebold, Inc. $ 61,303 1,900 Dell, Inc.* 80,066 101,300 Hewlett-Packard Co. 2,124,261 2,500 IBM Corp. 246,450 ------------ $ 2,512,080 ------------ Electronic Manufacturing Services - 0.4% 23,800 Molex, Inc. $ 634,270 ------------ Total Technology Hardware & Equipment $ 3,837,790 ------------ The accompanying notes are an integral part of these financial statements. 18 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Semiconductors - 0.8% Semiconductors - 0.8% 29,800 Intel Corp. $ 697,022 22,100 Texas Instruments, Inc. 544,102 ------------ $ 1,241,124 ------------ Total Semiconductors $ 1,241,124 ------------ Telecommunication Services - 2.2% Integrated Telecommunication Services - 0.5% 4,100 Alltel Corp. $ 240,916 5,000 BellSouth Corp. 138,950 7,900 SBC Communications, Inc. 203,583 6,114 Verizon Communications, Inc. 247,678 ------------ $ 831,127 ------------ Wireless Telecommunication Services - 1.7% 93,700 Vodafone Group Plc (A.D.R.) $ 2,565,506 ------------ Total Telecommunication Services $ 3,396,633 ------------ Utilities - 0.2% Electric Utilities - 0.2% 4,800 Exelon Corp. $ 211,536 4,400 Southern Co. 147,488 ------------ Total Utilities $ 359,024 ------------ TOTAL COMMON STOCKS (Cost $81,740,036) $ 97,238,517 ------------ S&P/Moody's Principal Ratings Amount (unaudited) Value ASSET BACKED SECURITIES - 0.6% Transportation - 0.0% Airlines - 0.0% $ 12,687 BBB+/Baa3 Continential Airlines, 6.648%, 9/15/17 $ 12,323 ------------ Total Transportation $ 12,323 ------------ Diversified Financials - 0.4% Consumer Finance - 0.0% 24,438 AAA/Aaa Americredit Automobile Receivables Trust, Floating Rate, 12/12/07 $ 24,453 ------------ The accompanying notes are an integral part of these financial statements. 19 Pioneer Balanced Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- S&P/Moody's Principal Ratings Amount (unaudited) Value Diversified Financial Services - 0.4% $ 254,182 BBB-/Baa2 PF Export Receivable Master Trust, 6.436%, 6/1/15 (144A) $ 252,634 296,535 BBB/Baa2 Power Receivables Finance, 6.29%, 1/1/12 (144A) 312,088 ------------ $ 564,722 ------------ Specialized Finance - 0.0% 70,000 AAA/Aaa MBNA Credit Card Master Note, Floating Rate, 12/15/08 $ 70,096 ------------ Total Diversified Financials $ 659,271 ------------ Utilities - 0.1% Electric Utilities - 0.1% 189,200 BB-/Ba2 FPL Energy Wind Funding, 6.876%, 6/27/17 (144A) $ 195,113 ------------ Total Utilities $ 195,113 ------------ TOTAL ASSET BACKED SECURITIES (Cost $851,014) $ 866,707 ------------ COLLATERALIZED MORTGAGE OBLIGATIONS - 0.4% Banks - 0.0% Thrifts & Mortgage Finance - 0.0% 2,264 AAA/Aaa Structured Asset Securities Corp., Floating Rate, 9/25/32 $ 2,272 ------------ Total Banks $ 2,272 ------------ Diversified Financials - 0.2% Consumer Finance - 0.0% 4,346 AAA/Aaa Asset Securitization Corp., Floating Rate, 1/13/30 $ 4,359 ------------ Diversified Financial Services - 0.2% 300,000 BBB-/Baa3 Tower 2004-1A E, 5.395%, 1/15/34 $ 299,442 ------------ Total Diversified Financials $ 303,801 ------------ Government - 0.1% 220,363 AAA/Aaa Freddie Mac, 5.0%, 1/15/16 $ 224,458 ------------ Total Government $ 224,458 ------------ TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $534,390) $ 530,531 ------------ The accompanying notes are an integral part of these financial statements. 20 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S&P/Moody's Principal Ratings Amount (unaudited) Value CORPORATE BONDS - 10.2% Energy - 0.7% Integrated Oil & Gas - 0.1% $ 120,000 BBB+/Baa1 Occidental Petroleum, 6.75%, 1/15/12 $ 136,221 25,000 BBB/Baa2 Petro-Canada, 4.0%, 7/15/13 23,418 15,000 BBB+/Baa1 USX Corp., 6.85%, 3/1/08 16,320 ------------ $ 175,959 ------------ Oil & Gas Exploration & Production - 0.3% 300,000 BBB-/N/R Gazprom International SA., 7.201%, 2/1/20 (144A) $ 317,250 65,000 BBB-/Baa1 Pemex Project Funding Master, 9.125%, 10/13/10 77,935 ------------ $ 395,185 ------------ Oil & Gas Refining Marketing & Transportation - 0.3% 40,000 BBB+/Baa1 Kinder Morgan Energy Partners, 6.75%, 3/15/11 $ 44,657 430,000 BBB/Ba1 Magellan Midstream Partners, L.P., 6.45%, 6/1/14 465,005 ------------ $ 509,662 ------------ Total Energy $ 1,080,806 ------------ Materials - 1.1% Commodity Chemicals - 0.2% 300,000 BB+/Ba2 Nova Chemicals Ltd., 6.5%, 1/15/12 $ 318,000 ------------ Diversified Metals & Mining - 0.3% 425,000 BBB-/Baa3 Inco Ltd., 7.2%, 9/15/32 $ 495,336 ------------ Fertilizers & Agricultural Chemicals - 0.0% 30,000 BBB+/Baa2 Potash Corp., Saskatchewan, 4.875%, 3/1/13 $ 30,155 ------------ Forest Products - 0.0% 12,000 BBB/Baa2 Weyerhaeuser Co., 5.5%, 3/15/05 $ 12,055 ------------ Metal & Glass Containers - 0.1% 125,000 BBB/Baa2 Tenneco Packaging, 8.125%, 6/15/17 $ 156,072 ------------ Paper Packaging - 0.3% 425,000 A/A2 Bemis Co., Inc., 6.7%, 7/1/05 $ 432,262 ------------ The accompanying notes are an integral part of these financial statements. 21 Pioneer Balanced Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- S&P/Moody's Principal Ratings Amount (unaudited) Value Paper Products - 0.2% $ 250,000 BB-/Ba3 Abitibi-Consolidated, Inc., 6.95%, 4/1/08 $ 257,500 ------------ Total Materials $ 1,701,380 ------------ Capital Goods - 0.7% Aerospace & Defense - 0.1% 25,000 A/A3 Boeing Co., 5.125%, 2/15/13 $ 25,862 80,000 A/A2 Honeywell International, 7.5%, 3/1/10 92,427 ------------ $ 118,289 ------------ Construction & Engineering - 0.1% 150,000 B+/Ba3 Shaw Group, Inc., 10.75%, 3/15/10 $ 165,375 ------------ Electrical Component & Equipment - 0.1% 200,000 BBB-/Ba1 Thomas & Betts Corp., 7.25%, 6/1/13 $ 219,384 ------------ Industrial Conglomerates - 0.1% 145,000 AAA/Aaa General Electric Capital Corp., 6.125%, 2/22/11 $ 158,832 90,000 AAA/Aaa General Electric Capital Corp., 6.75%, 3/15/32 105,341 ------------ $ 264,173 ------------ Industrial Machinery - 0.2% 300,000 B+/Ba2 Sun Sage BV, 8.25%, 3/26/09 (144A) $ 315,000 ------------ Total Capital Goods $ 1,082,221 ------------ Commercial Services & Supplies - 0.1% Diversified Commercial Services - 0.1% 100,000 BBB+/Baa1 Deluxe Corp., 3.5%, 10/1/07 (144A) $ 98,712 ------------ Total Commercial Services & Supplies $ 98,712 ------------ Automobiles & Components - 0.4% Automobile Manufacturers - 0.4% 80,000 BBB-/Baa1 Ford Motor Co., 7.25%, 10/1/08 $ 85,816 500,000 BBB-/Baa2 General Motors, 7.2%, 1/15/11 512,821 ------------ $ 598,637 ------------ Total Automobiles & Components $ 598,637 ------------ Consumer Durables & Apparel - 0.0% Housewares & Specialties - 0.0% 35,000 BBB+/Baa2 Newell Rubbermaid, Inc., 4.625%, 12/15/09 $ 35,330 ------------ The accompanying notes are an integral part of these financial statements. 22 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S&P/Moody's Principal Ratings Amount (unaudited) Value Total Consumer Durables & Apparel $ 35,330 ------------ Hotels, Restaurants & Leisure - 0.4% Hotels, Resorts & Cruise Lines - 0.4% $ 500,000 BBB-/Baa3 Hilton Hotels, 7.625%, 12/1/12 $ 584,712 ------------ Total Hotels, Restaurants & Leisure $ 584,712 ------------ Media - 1.1% Broadcasting & Cable Television - 0.7% 500,000 BBB/Baa3 Comcast Cable Corp., 7.125%, 6/15/13 $ 579,273 80,000 BBB/Baa3 Comcast Corp., 5.3%, 1/15/14 82,505 300,000 BBB-/Baa3 Cox Communications, 7.125%, 10/1/12 336,259 ------------ $ 998,037 ------------ Movies & Entertainment - 0.0% 30,000 BBB+/Baa1 Time Warner, Inc., 6.75%, 4/15/11 $ 33,746 ------------ Publishing - 0.4% 512,000 BBB-/Baa3 News America, Inc., 7.3%, 4/30/28 $ 586,675 ------------ Total Media $ 1,618,458 ------------ Retailing - 0.3% Department Stores - 0.0% 15,000 A-/Baa1 Nordstrom, Inc., 5.625%, 1/15/09 $ 15,875 ------------ Specialty Stores - 0.3% 500,000 BB/Ba2 Toys "R" Us, 7.875%, 4/15/13 $ 496,250 ------------ Total Retailing $ 512,125 ------------ Food, Beverage & Tobacco - 0.4% Brewers - 0.0% 35,000 BBB+/Baa1 Miller Brewing Co., 5.5%, 8/15/13 (144A) $ 36,584 ------------ Packaged Foods & Meats - 0.0% 35,000 A+/A1 Unilever Capital Corp., 7.125%, 11/1/10 $ 40,258 ------------ Soft Drinks - 0.0% 35,000 A/A3 Bottling Group LLC, 5.0%, 11/15/13 $ 36,084 ------------ Tobacco - 0.3% 400,000 BBB/Baa2 Altria Group, Inc., 7.0%, 11/4/13 $ 433,420 ------------ Total Food, Beverage & Tobacco $ 546,346 ------------ The accompanying notes are an integral part of these financial statements. 23 Pioneer Balanced Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- S&P/Moody's Principal Ratings Amount (unaudited) Value Health Care Equipment & Services - 0.5% Health Care Facilities - 0.3% $ 500,000 BB+/Ba2 HCA, Inc., 6.3%, 10/1/12 $ 507,103 ------------ Health Care Supplies - 0.2% 250,000 BBB-/Ba1 Bausch & Lomb, 7.125%, 8/1/28 $ 266,375 ------------ Total Health Care Equipment & Services $ 773,478 ------------ Banks - 0.4% Diversified Banks - 0.4% 80,000 AAA/Aaa International Bank for Reconstruction & Development, 4.375%, 9/28/06 $ 81,708 150,000 NR/Aaa KFW-Kredit Wiederaufbau, 2.75%, 5/8/07 147,627 225,000 AA-/Aa2 National Westminster, 7.375%, 10/1/09 256,148 30,000 A+/Aa3 US Bancorp, 3.125%, 3/15/08 29,474 ------------ $ 514,957 ------------ Regional Banks - 0.0% 40,000 A-/A2 Keycorp 2.75%, 2/27/07 $ 39,264 ------------ Total Banks $ 554,221 ------------ Diversified Financials - 1.1% Consumer Finance - 0.2% 65,000 A/A2 National Rural Utilities, 7.25%, 3/1/12 $ 75,023 265,000 A/A2 SLM Corp., Floating Rate, 7/25/14 264,051 ------------ $ 339,074 ------------ Investment Banking & Brokerage - 0.1% 200,000 B+/B1 E*Trade Financial Corp., 8.0%, 6/15/11 (144A) $ 215,000 ------------ Diversified Financial Services - 0.4% 300,000 A-/Baa3 Brascan Corp., 5.75%, 3/1/10 $ 317,417 300,000 BBB-/Baa3 Glencore Funding LLC, 6.0%, 4/15/14 (144A) 290,243 ------------ $ 607,660 ------------ The accompanying notes are an integral part of these financial statements. 24 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S&P/Moody's Principal Ratings Amount (unaudited) Value Specialized Finance - 0.4% $ 200,000 N/R/Baa3 Tengizchevroil LLP, 6.124%, 11/15/14 (144A) $ 200,500 300,000 B/B2 MDP Acquisitions, 9.625%, 10/1/12 334,500 ------------ $ 535,000 ------------ Total Diversified Financials $ 1,696,734 ------------ Insurance - 1.1% Life & Health Insurance - 0.2% 300,000 BB+/Ba1 Provident Co., Inc., 7.0%, 7/15/18 $ 289,875 65,000 AA/A1 Jackson National Life Global Funding, Floating Rate, 3/11/05 (144A) 65,014 ------------ $ 354,889 ------------ Multi-Line Insurance - 0.0% 150,000 A/Baa1 Loews Corp., 5.25%, 3/15/16 $ 145,060 ------------ Property & Casualty Insurance - 0.5% 180,000 BBB-/NR Kingsway America, Inc., 7.5%, 2/1/14 $ 186,620 200,000 BBB-/Baa3 Arch Capital Group Ltd., 7.35%, 5/1/34 213,232 350,000 BB/Baa3 Ohio Casualty Corp., 7.3%, 6/15/14 376,669 ------------ $ 776,521 ------------ Reinsurance - 0.2% 300,000 BBB-/Baa3 Odyssey Re Holdings, 7.65%, 11/1/13 $ 330,888 ------------ Total Insurance $ 1,607,358 ------------ Real Estate - 0.5% Real Estate Investment Trusts - 0.5% 400,000 BBB-/Baa3 Hospitality Properties Trust, 6.75%, 2/15/13 $ 441,677 300,000 BBB-/Baa3 Colonial Reality LP, 6.15%, 4/15/13 311,606 ------------ $ 753,283 ------------ Total Real Estate $ 753,283 ------------ Technology Hardware & Equipment - 0.7% Communications Equipment - 0.1% 200,000 BB/Ba3 Rogers Wireless, Inc., Floating Rate, 12/15/10 (144A) $ 209,500 ------------ The accompanying notes are an integral part of these financial statements. 25 Pioneer Balanced Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- S&P/Moody's Principal Ratings Amount (unaudited) Computer Hardware - 0.6% $ 500,000 BBB-/Baa3 NCR Corp., 7.125%, 6/15/09 $ 552,078 300,000 BB+/Ba1 Unisys Corp., 6.875%, 3/15/10 321,000 ------------ $ 873,078 ------------ Total Technology Hardware & Equipment $ 1,082,578 ------------ Telecommunication Services - 0.4% Integrated Telecommunication Services - 0.4% 25,000 A+/A2 Verizon Global Funding Corp., 7.375%, 9/1/12 $ 29,420 300,000 BBB+/Ba3 Intelsat, Ltd., 6.5%, 11/1/13 273,000 300,000 BBB+/Baa2 Telecom Italia Capital, 5.25%, 11/15/13 303,221 ------------ $ 605,641 ------------ Total Telecommunication Services $ 605,641 ------------ Utilities - 0.3% Electric Utilities - 0.3% 313,500 BBB-/Baa3 FLP Energy American Wind LLC, 6.639%, 6/20/23 (144A) $ 334,310 40,000 BBB/Baa1 PSE&G Power, 6.95%, 6/1/12 45,073 ------------ $ 379,383 ------------ Multi-Utilities & Unregulated Power - 0.0% 75,000 BBB-/Baa3 Avista Corp., 7.75%, 1/1/07 $ 80,483 15,000 BBB+/Baa1 Dominion Resources, 6.25%, 6/30/12 16,377 ------------ $ 96,860 ------------ Total Utilities $ 476,243 ------------ TOTAL CORPORATE BONDS (Cost $14,529,623) $ 15,408,263 ------------ The accompanying notes are an integral part of these financial statements. 26 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Principal Amount Value U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 22.3% $ 65,000 Federal Home Loan Bank, 3.875%, 6/14/13 $ 62,728 998,293 Federal Home Loan Bank, 5.0%, 11/1/34 992,024 300,000 Federal Home Loan Mortgage Corp., 3.25%, 2/25/08 297,882 973,082 Federal Home Loan Mortgage Corp., 5.0%, 4/1/34 966,971 517,686 Federal Home Loan Mortgage Corp., 5.5%, 5/1/33 535,011 355,308 Federal Home Loan Mortgage Corp., 5.5%, 12/1/18 369,203 450,000 Federal Home Loan Mortgage Corp., 5.5%, 11/1/34 457,440 1,000,000 Federal Home Loan Mortgage Corp., 5.5%, 12/1/34 1,016,532 226,945 Federal Home Loan Mortgage Corp., 6.0%, 6/1/34 234,551 400,217 Federal Home Loan Mortgage Corp., 6.0%, 1/1/33 414,000 497,433 Federal Home Loan Mortgage Corp., 6.0%, 4/1/33 514,565 102,337 Federal Home Loan Mortgage Corp., 6.5%, 5/1/09 107,377 162,015 Federal Home Loan Mortgage Corp., 6.5%, 7/1/33 170,689 278,249 Federal Home Loan Mortgage Corp., 6.5%, 10/1/33 293,073 397,571 Federal National Loan Mortgage Corp., 5.5%, 10/1/16 411,286 31,748 Federal National Mortgage Association, 3.5%, 9/15/10 31,756 150,855 Federal National Mortgage Association, 4.816%, 12/1/12 154,167 151,618 Federal National Mortgage Association, 5.0%, 3/1/33 150,728 452,075 Federal National Mortgage Association, 5.0%, 5/1/18 460,450 484,491 Federal National Mortgage Association, 5.0%, 6/1/34 480,945 209,017 Federal National Mortgage Association, 5.0%, 12/1/17 212,624 100,000 Federal National Mortgage Association, 5.24%, 8/7/18 99,732 570,503 Federal National Mortgage Association, 5.5%, 2/1/17 590,555 112,162 Federal National Mortgage Association, 5.5%, 2/1/18 116,455 213,175 Federal National Mortgage Association, 5.5%, 3/1/34 216,544 437,936 Federal National Mortgage Association, 5.5%, 4/1/34 444,858 662,243 Federal National Mortgage Association, 5.5%, 5/1/33 672,893 66,076 Federal National Mortgage Association, 5.5%, 7/1/23 67,594 287,009 Federal National Mortgage Association, 5.5%, 8/1/14 297,999 73,112 Federal National Mortgage Association, 5.5%, 9/1/17 75,641 447,148 Federal National Mortgage Association, 5.5%, 11/1/33 454,339 54,841 Federal National Mortgage Association, 6.0%, 1/1/29 56,902 795,297 Federal National Mortgage Association, 6.0%, 1/1/33 823,456 382,191 Federal National Mortgage Association, 6.0%, 1/1/33 395,724 434,914 Federal National Mortgage Association, 6.0%, 2/1/33 449,913 72,596 Federal National Mortgage Association, 6.0%, 3/1/33 75,100 110,000 Federal National Mortgage Association, 6.0%, 4/15/32 114,996 The accompanying notes are an integral part of these financial statements. 27 Pioneer Balanced Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- Principal Amount Value $ 67,243 Federal National Mortgage Association, 6.0%, 8/1/32 $ 69,624 22,460 Federal National Mortgage Association, 6.0%, 9/1/29 23,276 139,142 Federal National Mortgage Association, 6.0%, 11/1/16 145,895 364,083 Federal National Mortgage Association, 6.0%, 12/1/33 376,640 1,260,000 Federal National Mortgage Association, 6.125%, 3/15/12 1,399,934 20,159 Federal National Mortgage Association, 6.5%, 1/1/15 21,393 197,443 Federal National Mortgage Association, 6.5%, 4/1/29 208,373 492,724 Federal National Mortgage Association, 6.5%, 5/1/32 517,173 62,531 Federal National Mortgage Association, 6.5%, 7/1/29 65,709 429,055 Federal National Mortgage Association, 6.5%, 7/1/32 450,345 165,705 Federal National Mortgage Association, 6.5%, 9/1/32 174,512 47,158 Federal National Mortgage Association, 6.5%, 10/1/32 49,498 194,137 Federal National Mortgage Association, 6.5%, 12/1/21 204,894 24,259 Federal National Mortgage Association, 7.0%, 3/1/12 25,721 40,000 Federal National Mortgage Association, 7.125%, 6/15/10 45,977 6,715 Federal National Mortgage Association, 8.0%, 1/1/31 7,281 19,893 Federal National Mortgage Association, 8.0%, 2/1/29 21,648 1,907 Federal National Mortgage Association, 8.0%, 2/1/30 2,073 50,775 Federal National Mortgage Association, 8.0%, 3/1/31 55,195 11,529 Federal National Mortgage Association, 8.0%, 4/1/20 12,505 4,309 Federal National Mortgage Association, 8.0%, 4/1/30 4,672 4,155 Federal National Mortgage Association, 8.0%, 5/1/31 4,505 3,966 Federal National Mortgage Association, 8.0%, 7/1/30 4,300 9,902 Federal National Mortgage Association, 8.0%, 10/1/30 10,736 96,287 Federal National Mortgage Association, 9.0%, 4/1/33 104,239 384,815 Government National Mortgage Association, 5.0%, 4/15/34 385,287 662,159 Government National Mortgage Association, 5.5%, 8/15/17 690,645 478,506 Government National Mortgage Association, 5.5%, 8/15/19 499,035 1,332,912 Government National Mortgage Association, 5.5%, 8/15/33 1,362,642 136,792 Government National Mortgage Association, 5.5%, 9/15/33 139,972 299,971 Government National Mortgage Association, 5.5%, 10/15/33 306,663 320,000 Government National Mortgage Association, 5.5%, 12/15/34 326,994 6,171 Government National Mortgage Association, 6.0%, 4/15/14 6,510 28,257 Government National Mortgage Association, 6.0%, 8/15/13 29,810 964,122 Government National Mortgage Association, 6.0%, 8/15/34 999,926 373,844 Government National Mortgage Association, 6.0%, 9/15/34 387,729 1,559,215 Government National Mortgage Association, 6.0%, 9/15/33 1,617,027 The accompanying notes are an integral part of these financial statements. 28 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Principal Amount Value $ 337,609 Government National Mortgage Association, 6.0%, 10/15/33 $ 350,126 631,827 Government National Mortgage Association, 6.0%, 10/20/33 656,620 241,249 Government National Mortgage Association, 6.5%, 5/15/33 254,021 298,683 Government National Mortgage Association, 6.5%, 10/15/28 315,014 19,325 Government National Mortgage Association, 7.0%, 4/15/28 20,572 4,764 Government National Mortgage Association, 7.0%, 8/15/28 5,071 18,243 Government National Mortgage Association, 7.5%, 1/15/30 19,596 8,548 Government National Mortgage Association, 7.75%, 11/15/29 9,233 49,532 Government National Mortgage Association, 8.0%, 2/15/30 53,776 498,409 Government National Mortgage Association II, 5.5%, 2/20/34 508,834 1,549,572 Government National Mortgage Association II, 6.0%, 11/20/33 1,605,088 100,000 U.S. Treasury Bonds, 7.125%, 2/15/23 127,607 220,000 U.S. Treasury Notes, 3.5%, 1/15/11 269,856 1,985,000 U.S. Treasury Notes, 4.0%, 11/15/12 1,981,664 700,000 U.S. Treasury Notes, 4.75%, 11/15/08 733,168 500,000 U.S. Treasury Notes, 4.75%, 5/15/14 521,055 360,000 U.S. Treasury Notes, 5.375%, 2/15/31 389,278 75,000 U.S. Treasury Notes, 5.5%, 8/15/28 81,176 1,500,000 U.S. Treasury Notes, 5.625%, 5/15/08 1,608,867 100,000 U.S. Treasury Notes, 7.0%, 7/15/06 106,023 ----------- $33,661,706 ----------- TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATIONS (Cost $33,382,912) $33,661,706 ----------- The accompanying notes are an integral part of these financial statements. 29 Pioneer Balanced Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- S&P/Moody's Principal Ratings Amount (unaudited) Value MUNICIPAL BOND - 0.0% $70,000 BBB+/A3 California State Department of Water Resources & Power Supply, 4.33%, 5/1/06 $ 70,711 ------------ TOTAL MUNICIPAL BOND (Cost $69,984) $ 70,711 ------------ TOTAL INVESTMENTS IN SECURITIES - 97.8% (Cost $131,107,959) (a) $147,776,435 ------------ OTHER ASSETS AND LIABILITIES - 2.2% $ 3,354,138 ------------ TOTAL NET ASSETS - 100.0% $151,130,573 ============ (A.D.R.) American Depositary Receipt * Non-Income producing security N/R Not Rated 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 transac- tion exempt from registration. At December 31, 2004, the value of these securities amounted to $2,841,948 or 1.9% of net assets. (a) At December 31, 2004, the net unrealized gain on investments based on cost for federal income tax purposes of $131,093,164 was as follows: Aggregate gross unrealized gain for all investments in which there is an excess of value over tax cost $18,299,449 Aggregate gross unrealized loss for all investments in which there is an excess of tax cost over value (1,616,178) ----------- Net unrealized gain $16,683,271 =========== Purchases and sales of securities (excluding temporary cash investments) for the year ended December 31, 2004 aggregated $40,928,661 and $44,798,874, respectively. The accompanying notes are an integral part of these financial statements. 30 Pioneer Balanced Fund - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES 12/31/04 - -------------------------------------------------------------------------------- ASSETS: Investment in securities, at value (cost $131,107,959) $147,776,435 Cash 2,624,580 Receivables - Investment securities sold 2,297,384 Fund shares sold 112,674 Dividends, interest and foreign taxes withheld 563,799 Due from Pioneer Investment Management, Inc. 2,856 Other 6,363 ------------ Total assets $153,384,091 ------------ LIABILITIES: Payables - Investment securities purchased $ 1,965,681 Fund shares repurchased 33,638 Due to affiliates 177,224 Accrued expenses 76,975 ------------ Total liabilities $ 2,253,518 ------------ NET ASSETS: Paid-in capital $143,923,150 Undistributed net investment income 107,241 Accumulated net realized loss on investments ) (9,568,294) Net unrealized gain on investments 16,668,476 ------------ Total net assets $151,130,573 ============ NET ASSET VALUE PER SHARE: (No par value, unlimited number of shares authorized) Class A (based on $100,920,220/10,386,285 shares) $ 9.72 ============ Class B (based on $18,369,075/1,911,912 shares) $ 9.61 ============ Class C (based on $13,720,466/1,417,535 shares) $ 9.68 ============ Investor Class (based on $18,120,812/1,863,769 shares) $ 9.72 ============ MAXIMUM OFFERING PRICE: Class A ($9.72 [divided by] 95.5%) $ 10.18 ============ The accompanying notes are an integral part of these financial statements. 31 Pioneer Balanced Fund - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- For the Year Ended 12/31/04 INVESTMENT INCOME: Dividends (net of foreign taxes withheld of $3,795) $1,360,512 Interest (net of foreign taxes withheld of $283) 2,340,473 Income from securities loaned, net 171 ---------- Total investment income $3,701,156 ---------- EXPENSES: Management fees $ 856,331 Transfer agent fees and expenses Class A 314,883 Class B 88,236 Class C 43,911 Investor Class 3,559 Distribution fees Class A 257,721 Class B 177,438 Class C 98,614 Administrative reimbursements 24,843 Custodian fees 3,032 Registration fees 48,663 Professional fees 29,659 Fees and expenses of nonaffiliated trustees 3,924 ---------- Total expenses $1,950,814 Less fees paid indirectly (2,767) ---------- Net expenses $1,948,047 ---------- Net investment income $1,753,109 ---------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments $4,392,771 ---------- Change in net unrealized gain on investments $ (649,320) ---------- Net gain on investments $3,743,451 ---------- Net increase in net assets resulting from operations $5,496,560 ========== The accompanying notes are an integral part of these financial statements. 32 Pioneer Balanced Fund - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- For the Years Ended 12/31/04 and 12/31/03 Year Ended Year Ended 12/31/04 12/31/03 FROM OPERATIONS: Net investment income $ 1,753,109 $ 1,368,139 Net realized gain on investments 4,392,771 1,587,565 Change in net unrealized gain (loss) on investments (649,320) 15,653,026 ------------ ------------ Net increase in net assets resulting from operations $ 5,496,560 $ 18,608,730 ------------ ------------ DISTRIBUTIONS TO SHAREOWNERS: Net investment income: Class A ($0.16 and $0.14 per share, respectively) $ (1,753,950) $ (1,600,449) Class B ($0.08 and $0.05 per share, respectively) (162,518) (75,922) Class C ($0.09 and $0.04 per share, respectively) (109,871) (36,184) ------------ ------------ Total distributions to shareowners $ (2,026,339) $ (1,712,555) ------------ ------------ FROM FUND SHARE TRANSACTIONS: Net proceeds from sale of shares $ 25,246,160 $ 27,583,670 Shares issued in reorganization 18,324,440 - Reinvestment of distributions 1,833,185 1,559,351 Cost of shares repurchased (29,592,439) (44,985,862) ------------ ------------ Net increase (decrease) in net assets resulting from Fund share transactions $ 15,811,346 $(15,842,841) ------------ ------------ Net increase in net assets $ 19,281,567 $ 1,053,334 NET ASSETS: Beginning of year 131,849,006 130,795,672 ------------ ------------ End of year (including undistributed net investment income of $107,241 and $64,731, respectively) $151,130,573 $131,849,006 ============ ============ The accompanying notes are an integral part of these financial statements. 33 Pioneer Balanced Fund - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS (continued) - -------------------------------------------------------------------------------- For the Years Ended 12/31/04 and 12/31/03 '04 Shares '04 Amount '03 Shares '03 Amount CLASS A Shares sold 922,267 $ 8,795,188 1,716,085 $ 14,763,083 Reinvestment of distributions 166,585 1,594,873 163,222 1,459,391 Less shares repurchased (2,028,558) (19,366,320) (3,422,395) (29,595,678) ---------- ----------- ---------- ------------ Net decrease (939,706) $(8,976,259) (1,543,088) $(13,373,204) ---------- ----------- ---------- ------------ CLASS B Shares sold 849,263 $ 7,994,504 919,101 $ 7,827,081 Reinvestment of distributions 14,764 140,299 7,559 67,534 Less shares repurchased (676,731) (6,377,749) (1,183,145) (9,987,739) ---------- ----------- ---------- ------------ Net increase (decrease) 187,296 $ 1,757,054 (256,485) $ (2,093,124) ---------- ----------- ---------- ------------ CLASS C Shares sold 889,037 $ 8,456,468 580,857 $ 4,993,506 Reinvestment of distributions 10,218 98,013 3,605 32,426 Less shares repurchased (372,585) (3,526,430) (637,455) (5,402,445) ---------- ----------- ---------- ------------ Net increase (decrease) 526,670 $ 5,028,051 (52,993) $ (376,513) ========== =========== ========== =========== INVESTOR CLASS Shares sold - $ - Shares issued in reorganization 1,896,932 18,324,440 Less shares repurchased (33,163) (321,940) ---------- ----------- Net increase 1,863,769 $18,002,500 ========== =========== The accompanying notes are an integral part of these financial statements. 34 Pioneer Balanced Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Year Ended Year Ended Year Ended Year Ended Year Ended 12/31/04 12/31/03 12/31/02 12/31/01 (a) 12/31/00 CLASS A Net asset value, beginning of period $ 9.47 $ 8.29 $ 9.46 $ 9.94 $ 9.73 -------- -------- -------- ------- -------- Increase (decrease) from investment operations: Net investment income $ 0.15 $ 0.12 $ 0.11 $ 0.19 $ 0.30 Net realized and unrealized gain (loss) on investments 0.27 1.20 (1.17) (0.47) 0.22 -------- -------- -------- ------- -------- Net increase (decrease) from investment operations $ 0.41 $ 1.32 $ (1.06) $ (0.28) $ 0.52 Distributions to shareowners: Net investment income (0.17) (0.14) (0.11) (0.20) (0.31) -------- -------- -------- ------- -------- Net increase (decrease) in net asset value $ 0.25 $ 1.18 $ (1.17) $ (0.48) $ 0.21 -------- -------- -------- ------- -------- Net asset value, end of period $ 9.72 $ 9.47 $ 8.29 $ 9.46 $ 9.94 ======== ======== ======== ======= ======== Total return* 4.43% 15.99% (11.20)% (2.87)% 5.38% Ratio of net expenses to average net assets+ 1.29% 1.38% 1.41% 1.31% 1.23% Ratio of net investment income to average net assets+ 1.51% 1.25% 1.19% 1.97% 2.96% Portfolio turnover rate 31% 44% 180% 133% 17% Net assets, end of period (in thousands) $100,920 $107,265 $106,734 $141,746 $162,855 Ratios with reductions for fees paid indirectly: Net expenses 1.29% 1.38% 1.41% 1.30% 1.20% Net investment income 1.51% 1.25% 1.19% 1.98% 2.99% * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. + Ratio with no reduction for fees paid indirectly. (a) At January 1, 2001, the Fund began accreting discounts and amortizing premiums on debt securities. The effect of this change for the year ended December 31, 2001 was to decrease net investment income by less than one cent per share, increase net realized and unrealized gain (loss) by less than one cent per share and decrease the ratio of net investment income to average net assets assuming reduction for fees paid indirectly from 2.02% to 1.98%. Per share ratios and supplemental data for periods prior to January 1, 2001, have not been restated to reflect this change in presentation. 35 Pioneer Balanced Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Year Ended Year Ended Year Ended Year Ended Year Ended 12/31/04 12/31/03 12/31/02 12/31/01 (a) 12/31/00 CLASS B Net asset value, beginning of period $ 9.37 $ 8.21 $ 9.36 $ 9.85 $ 9.64 ------- ------- -------- ------- ------- Increase (decrease) from investment operations: Net investment income $ 0.05 $ 0.03 $ 0.02 $ 0.12 $ 0.19 Net realized and unrealized gain (loss) on investments 0.27 1.18 (1.13) (0.48) 0.23 ------- ------- -------- ------- ------- Net increase (decrease) from investment operations $ 0.32 $ 1.21 $ (1.11) $ (0.36) $ 0.42 Distributions to shareowners: Net investment income (0.08) (0.05) (0.04) (0.13) (0.21) ------- ------- -------- ------- ------- Net increase (decrease) in net asset value $ 0.24 $ 1.16 $ (1.15) $ (0.49) $ 0.21 ------- ------- -------- ------- ------- Net asset value, end of period $ 9.61 $ 9.37 $ 8.21 $ 9.36 $ 9.85 ======= ======= ======== ======= ======= Total return* 3.48% 14.71% (11.90)% (3.72)% 4.39% Ratio of net expenses to average net assets+ 2.24% 2.35% 2.32% 2.20% 2.15% Ratio of net investment income to average net assets+ 0.59% 0.27% 0.28% 1.04% 2.03% Portfolio turnover rate 31% 44% 180% 133% 17% Net assets, end of period (in thousands) $18,369 $16,168 $ 16,256 $18,110 $16,413 Ratios with reduction for fees paid indirectly: Net expenses 2.24% 2.35% 2.32% 2.19% 2.13% Net investment income 0.59% 0.27% 0.28% 1.05% 2.05% * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. + Ratio with no reduction for fees paid indirectly. (a) At January 1, 2001, the Fund began accreting discounts and amortizing premiums on debt securities. The effect of this change for the year ended December 31, 2001 was to decrease net investment income by less than one cent per share, increase net realized and unrealized gain (loss) by less than one cent per share and decrease the ratio of net investment income to average net assets assuming reduction for fees paid indirectly from 1.08% to 1.05%. Per share ratios and supplemental data for periods prior to January 1, 2001, have not been restated to reflect this change in presentation. The accompanying notes are an integral part of these financial statements. 36 Pioneer Balanced Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Year Ended Year Ended Year Ended Year Ended Year Ended 12/31/04 12/31/03 12/31/02 12/31/01 (a) 12/31/00 CLASS C Net asset value, beginning of period $ 9.45 $ 8.27 $ 9.44 $ 9.94 $ 9.73 ------- ------- -------- ------- ------- Increase (decrease) from investment operations: Net investment income $ 0.06 $ 0.02 $ 0.01 $ 0.13 $ 0.15 Net realized and unrealized gain (loss) on investments 0.26 1.20 (1.14) (0.54) 0.23 ------- ------- -------- ------- ------- Net increase (decrease) from investment operations $ 0.32 $ 1.22 $ (1.13) $ (0.41) $ 0.38 Distributions to shareowners: Net investment income (0.09) (0.04) (0.04) (0.09) (0.17) ------- ------- -------- ------- ------- Net increase (decrease) in net asset value $ 0.23 $ 1.18 $ (1.17) $ (0.50) $ 0.21 ------- ------- -------- ------- ------- Net asset value, end of period $ 9.68 $ 9.45 $ 8.27 $ 9.44 $ 9.94 ======= ======= ======== ======= ======= Total return* 3.42% 14.82% (12.02)% (4.11)% 3.95% Ratio of net expenses to average net assets+ 2.18% 2.38% 2.53% 2.44% 2.61% Ratio of net investment income to average net assets+ 0.73% 0.24% 0.06% 0.75% 1.56% Portfolio turnover rate 31% 44% 180% 133% 17% Net assets, end of period (in thousands) $13,720 $ 8,416 $ 7,806 $ 5,499 $ 3,426 Ratios with reduction for fees paid indirectly: Net expenses 2.18% 2.38% 2.53% 2.43% 2.59% Net investment income 0.73% 0.24% 0.06% 0.76% 1.58% * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. + Ratio with no reduction for fees paid indirectly. (a) At January 1, 2001, the Fund began accreting discounts and amortizing premiums on debt securities. The effect of this change for the year ended December 31, 2001 was to decrease net investment income by less than one cent per share, increase net realized and unrealized gain (loss) by less than one cent per share and decrease the ratio of net investment income to average net assets assuming reduction for fees paid indirectly from 0.86% to 0.76%. Per share ratios and supplemental data for periods prior to January 1, 2001, have not been restated to reflect this change in presentation. The accompanying notes are an integral part of these financial statements. 37 Pioneer Balanced Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- 12/11/04 to 12/31/04 INVESTOR CLASS Net asset value, beginning of period $ 9.66 ------- Increase (decrease) from investment operations: Net investment loss $ 0.01 Net realized and unrealized gain on investments 0.05 ------- Net increase from investment operations $ 0.06 Net increase in net asset value 0.06 ------- Net asset value, end of period $ 9.72 ======= Total return* 0.62%(b) Ratio of net expenses to average net assets+ 1.06%** Ratio of net investment loss to average net assets+ 1.06%** Portfolio turnover rate 31% Net assets, end of period (in thousands) $18,121 Ratios with reduction for fees paid indirectly: Net expenses 1.06%** Net investment loss 1.06** * 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. ** Annualized + Ratio with no reduction for fees paid indirectly. (b) Not Annualized. The accompanying notes are an integral part of these financial statements. 38 Pioneer Balanced Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 12/31/04 - -------------------------------------------------------------------------------- 1. Organization and Significant Accounting Policies Pioneer Balanced Fund (the Fund) is a Delaware statutory trust registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Fund's investment objective is to seek capital growth and current income. The Trustees have authorized the issuance of four classes of shares of the Fund. The Fund offers four Classes of shares designated as - Class A, Class B, Class C and Investor Class shares. Investor Class shares were first publicly offered December 10, 2004. The Fund is not offering additional Investor Class shares except in connection with the reinvestment of dividends on the Fund's outstanding Class I shares. Each class of shares represents an interest in the same portfolio of investments of the Fund and have equal rights to voting, redemptions, dividends and liquidation, except that each class of shares can bear different transfer agent and distribution fees and has exclusive voting rights with respect to the distribution plans that have been adopted by Class A, Class B and Class C shareowners, respectively. There is no distribution plan for Investor Class shares. 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 gain and losses on investments during the reporting year. 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, debt securities are valued at prices supplied by independent pricing services, which consider such factors as Treasury spreads, yields, maturities and ratings. Valuations may be supplemented by dealers and other 39 Pioneer Balanced Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- sources, as required. Equity securities are 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 generally reported, are valued at the mean between the last bid and asked prices. Securities for which market quotations are not readily available are valued at their fair values as determined by, or under the direction of, 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 also may use the fair value of a security including a non-U.S. security when the closing market price on the principal exchange where the security is traded no longer reflects the value of the security. At December 31, 2004 there were no securities fair valued. Temporary cash investments are valued at amortized cost. 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 exercise of reasonable diligence. Interest income is recorded on the accrual basis. All discounts/ premiums on debt securities are accreted/amortized into interest income for financial reporting purposes. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. B. Futures Contracts The Fund may enter into futures transactions to hedge against changes in interest rates, securities prices, and currency rates or to seek to increase total return. Upon entering into a futures contract, the Fund is required to deposit with a broker an amount of cash or securities equal to the minimum "initial margin" requirements of the associated futures exchange. Subsequent payments on futures contracts ("variation margin") are paid or received by the Fund, depending on the daily fluctuation in the value of the contracts, and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund realizes a gain or loss equal to the difference between the opening and closing value of the 40 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- contract. The use of futures contracts involves, to varying degrees, elements of market risk which may exceed the amounts recognized by the Fund. Changes in the value of the contracts may not directly correlate to the changes in the value of the underlying securities. These risks may decrease the effectiveness of the Fund's hedging and trading strategies and potentially result in a loss. As of December 31, 2004, the Fund had no open futures contracts. 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 income tax provision is required. 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. At December 31, 2004, the Fund had a net capital loss carryforward of $9,545,944, of which $4,387,204 will expire in 2011 and $5,158,740 will expire in 2012 if not utilized. The tax character of distributions paid during the years ended December 31, 2004 and December 31, 2003 were as follows: - -------------------------------------------------------------------------------- 2004 2003 - -------------------------------------------------------------------------------- Distributions paid from: Ordinary income $2,026,339 $1,712,555 Long-term capital gain -- -- ---------- ---------- Total $2,026,339 $1,712,555 ========== ========== - -------------------------------------------------------------------------------- 41 Pioneer Balanced Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- The following shows the components of distributable earnings on a federal income tax basis at December 31, 2004. - -------------------------------------------------------------------------------- 2004 - -------------------------------------------------------------------------------- Undistributed ordinary income $ 70,096 Capital loss carryforward (9,545,944) Unrealized appreciation 16,683,271 ------------ Total $ 7,207,423 ============ - -------------------------------------------------------------------------------- The difference between book-basis and tax-basis unrealized appreciation is attributable to the tax deferral of losses on wash sales and the tax treatment of premium and amortization. At December 31, 2004, the Fund has reclassified $315,740 to increase undistributed net investment income and $315,740 to increase accumulated net realized loss on investments to reflect permanent book/tax differences. The reclassification has no impact on the net assets of the Fund and is designed to present the Fund's capital accounts on a tax basis. 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 subsidiary of UniCredito Italiano S.p.A. (UniCredito Italiano), earned $21,475 in underwriting commissions on the sale of Class A shares during the year ended December 31, 2004. E. Class Allocations 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). Investor Class shares are not subject to a distribution plan. Shareowners of each class share all expenses and fees paid to the transfer agent, Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for its services, which are allocated based on the number of accounts in each class and the ratable allocation of related out-of-pocket expenses (see Note 3). Income, common expenses and realized and unrealized gains and losses are calculated at the Fund level and 42 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- allocated daily to each class of shares based on the respective percentage of adjusted net assets at the beginning of the day. 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, at the same time, and in the same amount, except that Class A, Class B, Class C and Class I shares can bear different transfer agent and distribution fees. F. Repurchase Agreements With respect to repurchase agreements entered into by the Fund, the value of the underlying securities (collateral), including accrued interest received from counterparties, is required to be at least equal to or in excess of the value of the repurchase agreement at the time of purchase. The collateral for all repurchase agreements is held in safekeeping in the customer-only account of the Fund's custodian, or subcustodians. 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. 2. Management Agreement PIM, a wholly owned indirect subsidiary of UniCredito Italiano, 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 up to $1 billion; 0.60% of the next $4 billion; and 0.55% of the excess over $5 billion. Through December 10, 2006, PIM has agreed not to impose all or a portion of its management fee and to assume other operating expenses (excluding taxes, commissions, interest and extraordinary expenses) of the Fund to the extent necessary to limit Investor Class expenses to 1.10% of the average daily net assets attributable to Investor Class shares. 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. At December 31, 2004, $84,194 was payable to PIM related to management fees, administrative costs and certain other services, and is included in due to affiliates. 43 Pioneer Balanced Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 12/31/04 (continued) - -------------------------------------------------------------------------------- 3. Transfer Agent PIMSS, a wholly owned subsidiary of UniCredito Italiano, provides substantially all transfer agent and shareowner services to the Fund at negotiated rates. Included in due to affiliates is $43,435 in transfer agent fees payable to PIMSS at December 31, 2004. 4. Distribution Plans The Fund adopted a Plan of Distribution for each class of shares (Class A Plan, Class B Plan and Class C Plan) in accordance with Rule 12b-1 of the Investment Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service fee of up to 0.25% of the average daily net assets attributable to Class A shares in reimbursement of its actual expenditures to finance activities primarily intended to result in the sale of Class A shares. Pursuant to the Class B Plan and the Class C Plan, the Fund pays PFD 1.00% of the average daily net assets attributable to each class of shares. The fee 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 is $49,595 in distribution fees payable to PFD at December 31, 2004. In addition, redemptions of each class of shares may be subject to a contingent deferred sales charge (CDSC). Effective February 1, 2004, 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 (12 months for shares purchased prior to February 1, 2004). Effective December 1, 2004, 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. Shares purchased prior to December 1, 2004 remain subject to the CDSC in effect at the time those shares were purchased. Redemptions of Class C shares within one year of purchase are subject to a CDSC of 1.00%. Proceeds from the CDSCs are paid to PFD. For the year ended December 31, 2004, CDSCs in the amount of $70,778 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 year ended 44 Pioneer Balanced Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- December 31, 2004, the Fund's expenses were reduced by $2,767 under such arrangements. 6. Line of Credit Facility The Fund, along with certain others in the Pioneer Family of Funds (the Funds), collectively participate in a $50 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 $50 million or the limits set by its prospectus for borrowings. Interest on collective borrowings is payable at the Federal Funds Rate plus 1/2% on an annualized basis. The Funds pay an annual commitment fee for this facility. The commitment fee is allocated among such Funds based on their respective borrowing limits. For the year ended December 31, 2004, the Fund had no borrowings under this agreement. 7. Merger Information On December 8, 2004, beneficial owners of Safeco Balanced Fund (one of the series that comprised Safeco Common Stock Trust) approved a proposed Agreement and Plan of Reorganization that provided for the merger listed below. This tax-free reorganization was accomplished on December 10, 2004, by exchanging all of Safeco's net assets for Investor Class shares, based on the Fund's Class A shares' ending net asset value. The following charts show the details of the reorganizations as of that closing date ("Closing Date"): - ---------------------------------------------------------------------------------------- Pioneer Pioneer Safeco Balanced Fund Balanced Fund Balanced Fund (Post- (Pre-Reorganization) (Pre-Reorganization) Reorganization) - ---------------------------------------------------------------------------------------- Net Assets $131,213,704 $18,324,440 $149,538,144 Shares Outstanding 13,574,726 1,479,627 15,471,658 Investor Shares Issued 1,896,932 - ---------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------- Unrealized Appreciation/ Accumulated on Closing Date Loss - ---------------------------------------------------------------------------------------- Safeco Balanced Fund $2,484,884 $ (483,521) - ---------------------------------------------------------------------------------------- 45 Pioneer Balanced Fund - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- To the Board of Trustees and Shareowners of Pioneer Balanced Fund: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Pioneer Balanced Fund (the "Fund") as of December 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the two years in the period ended December 31, 2001 were audited by other auditors who have ceased operations and whose report, dated February 15, 2002, expressed an unqualified opinion on those financial highlights. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Pioneer Balanced Fund at December 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Boston, Massachusetts February 18, 2005 46 Pioneer Balanced Fund - -------------------------------------------------------------------------------- TRUSTEES, OFFICERS AND SERVICE PROVIDERS - -------------------------------------------------------------------------------- Investment Adviser Pioneer Investment Management, Inc. Custodian Brown Brothers Harriman & Co. Independent Registered Public Accounting Firm Ernst & Young LLP Principal Underwriter Pioneer Funds Distributor, Inc. Legal Counsel Wilmer Cutler Pickering Hale and Dorr LLP Shareowner Services and Transfer Agent Pioneer Investment Management Shareholder Services, Inc. Trustees and Officers The Fund's Board of Trustees provides broad supervision over the Fund's affairs. The officers of the Fund are responsible for the Fund's operations. The Fund's Trustees and officers are listed below, together with their principal occupations during the past five years. Trustees who are interested persons of the Fund within the meaning of the Investment Company Act of 1940 are referred to as Interested Trustees. Trustees who are not interested persons of the Fund are referred to as Independent Trustees. Each of the Trustees serves as a trustee of each of the 74 U.S. registered investment portfolios for which Pioneer Investment Management, Inc. ("Pioneer") serves as investment adviser (the "Pioneer Funds"). The address for all Interested Trustees and all officers of the Fund is 60 State Street, Boston, Massachusetts 02109. The Fund's statement of additional information provides more detailed information regarding the Fund's Trustees and is available upon request, without charge, by calling 1-800-225-6292. Proxy Voting Policies and Procedures of the Fund are available without charge, upon request, by calling our toll free number (1-800-225-6292). Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is publicly available to shareowners at www.pioneerfunds.com and on the SEC's website at http://www.sec.gov. 47 Pioneer Balanced Fund - ------------------------------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEES - ------------------------------------------------------------------------------------------------------------------------------------ Positions Held Principal Occupation Other Directorships Name and Age With the Fund Term of Office During Past Five Years Held by this Trustee John F. Cogan, Jr. Chairman of the Board, Serves until Trustee and President Services Director of Harbor (78)* Trustee and President successor trustee is until retirement or removal; Deputy Global Company, Ltd. elected or earlier Chairman and a Director of Pioneer retirement or Global Asset Management S.p.A. removal ("PGAM"); Non-Executive Chairman and a Director of Pioneer Investment Management USA Inc. ("PIM-USA"); Chairman and a Director of Pioneer Alternative Investment Management Limited (Dublin); President and a Director of Pioneer Alternative Investment Management (Bermuda) Limited and affilliated funds; President and Director of Pioneer Funds Distributor, Inc. ("PFD"); President of all of the Pioneer Funds; and Of Councel (since 2000, partner prior to 2000), Wilmer Cutler Pickering Hale and Dorr LLP (counsel to PIM-USA and the Pioneer Funds). *Mr. Cogan is an Interested Trustee because he is an officer or director of Pioneer and certain of its affiliates. - ------------------------------------------------------------------------------------------------------------------------------------ Osbert M. Hood (52)** Trustee and Serves until President and Chief Executive None Executive Vice successor trustee is Officer, PIM-USA since May 2003 President elected or earlier (Director since January 2001); retirement or President and Director of Pioneer removal since May 2003; Chairman and Director of Pioneer Investment Management Shareholder Services, Inc. ("PIMSS") since May 2003; Executive Vice President of all of the Pioneer Funds since June 2003; Executive Vice President and Chief Operating Officer of PIM-USA, November 2000 to May 2003; Executive Vice President, Chief Financial Officer and Treasurer, John Hancock Advisers, L.L.C., Boston, MA, November 1999 to November 2000; Senior Vice President and Chief Financial Officer, John Hancock Advisers, L.L.C., April 1997 to November 1999. **Mr. Hood is an Interested Trustee because he is an officer or director of Pioneer and certain of its affiliates. - ------------------------------------------------------------------------------------------------------------------------------------ 48 Pioneer Balanced Fund - ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT TRUSTEES - ------------------------------------------------------------------------------------------------------------------------------------ Positions Held Principal Occupation Other Directorships Name and Age With the Fund Term of Office During Past Five Years Held by this Trustee David R. Bock **(61) Trustee since 2005. Serves until a Senior Vice President and Chief Director of The 3050 K. Street NW, successor trustee is Financial Officer, I-trax, Inc. Enterprise Social Washington, DC 20007 elected or earlier (publicly traded health care Investment Company retirement or removal. services company) (2001 - present); (privately-held Managing Partner, Federal City affordable housing Capital Advisors (boutique merchant finance company); bank)(1995 - 2000; 2002 to 2004); Director of New York Executive Vice President and Chief Mortgage Trust Financial Officer, Pedestal Inc. (publicly traded (internet-based mortgage trading mortgage REIT) company) (2000 - 2002) **Mr. Bock became a Trustee of the Fund on January 1, 2005. - ------------------------------------------------------------------------------------------------------------------------------------ Mary K. Bush (56) Trustee since 1997. Serves until President, Bush International Director of Brady 3509 Woodbine Street, successor trustee (international financial Corporation Chevy Chase, MD 20815 is elected or earlier advisory firm) (industrial retirement or removal identification and specialty coated material products manufacturer), Millennium Chemicals, Inc. (commodity chemicals), Mortgage Guaranty Insurance Corporation, and R.J. Reynolds Tobacco Holdings, Inc. (tobacco) - ------------------------------------------------------------------------------------------------------------------------------------ Margaret B.W. Graham (57) Trustee since 1994. Serves until Founding Director, The Winthrop None 1001 Sherbrooke successor trustee Group, Inc. (consulting firm); Street West, is elected or earlier Professor of Management, Faculty of Montreal, Quebec, Canada retirement or removal Management, McGill University H3A 1G5 - ------------------------------------------------------------------------------------------------------------------------------------ 49 Pioneer Balanced Fund - ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT TRUSTEES - ------------------------------------------------------------------------------------------------------------------------------------ Positions Held Principal Occupation Other Directorships Name and Age With the Fund Term of Office During Past Five Years Held by this Trustee Marguerite A. Piret (56) Trustee since 1994. Serves until President and Chief Executive Director of New One Boston Place, successor trustee Officer, Newbury, Piret & Company, America High Income 28th Floor, is elected or earlier Inc. (investment banking firm) Fund, Inc. Boston, MA 02108 retirement or removal (closed-end investment company) - ------------------------------------------------------------------------------------------------------------------------------------ Stephen K. West (76) Trustee since 1994. Serves until Senior Counsel, Sullivan & Cromwell Director, The Swiss 125 Broad Street, successor trustee (law firm) Helvetia Fund, Inc. New York, NY 10004 is elected or earlier (closed-end retirement or removal investment company) and AMVESCAP PLC (investment managers) - ------------------------------------------------------------------------------------------------------------------------------------ John Winthrop (68) Trustee since 1994. Serves until President, John Winthrop & Co., None One North Adgers Wharf, successor trustee Inc. (private investment firm Charleston, SC 29401 is elected or earlier retirement or removal - ------------------------------------------------------------------------------------------------------------------------------------ 50 Pioneer Balanced Fund - ------------------------------------------------------------------------------------------------------------------------------------ FUND OFFICERS - ------------------------------------------------------------------------------------------------------------------------------------ Positions Held Principal Occupation Other Directorships Name and Age With the Fund Term of Office During Past Five Years Held by this Trustee Dorothy E. Bourassa (57) Secretary Serves at the Secretary of PIM-USA; Senior Vice None discretion President - Legal of Pioneer; and of the Board Secretary/Clerk of most of PIM-USA's subsidiaries since October 2000; Secretary of all of the Pioneer Funds since September 2003 (Assistant Secretary from November 2000 to September 2003); and Senior Counsel, Assistant Vice President and Director of Compliance of PIM-USA from April 1998 through October 2000 - ------------------------------------------------------------------------------------------------------------------------------------ Christopher J. Kelley Assistant Secretary Serves at the Assistant Vice President and Senior None (40) discretion Counsel of Pioneer since July 2002; of the Board Vice President and Senior Counsel of BISYS Fund Services, Inc. (April 2001 to June 2002); Senior Vice President and Deputy General Counsel of Funds Distributor, Inc. (July 2000 to April 2001; Vice President and Associate General Counsel from July 1996 to July 2000); Assistant Secretary of all Pioneer Funds since September 2003 - ------------------------------------------------------------------------------------------------------------------------------------ David C. Phelan (47) Assistant Secretary Serves at the Partner, Wilmer Cutler Pickering None discretion Hale and Dorr LLP; Assistant of the Board Secretary of all Pioneer Funds since September 2003 - ------------------------------------------------------------------------------------------------------------------------------------ Vincent Nave (59) Treasurer Serves at the Vice President - Fund Accounting, None discretion Administration and Custody Services of the Board of Pioneer; and Treasurer of all of the Pioneer Funds (Assistant Treasurer from June 1999 to November 2000) - ------------------------------------------------------------------------------------------------------------------------------------ 51 Pioneer Balanced Fund - ------------------------------------------------------------------------------------------------------------------------------------ FUND OFFICERS - ------------------------------------------------------------------------------------------------------------------------------------ Positions Held Principal Occupation Other Directorships Name and Age With the Fund Term of Office During Past Five Years Held by this Trustee Mark E. Bradley (45) Assistant Treasurer Serves at the Deputy Treasurer of Pioneer since None discretion 2004; Treasurer and Senior Vice of the Board President, CDC IXIS Asset Management Services from 2002 to 2003; Assistant Treasurer and Vice President, MFS Investment Management from 1997 to 2002; and Assistant Treasurer of all of the Pioneer Funds since November 2004 - ------------------------------------------------------------------------------------------------------------------------------------ Luis I. Presutti (39) Assistant Treasurer Serves at the Assistant Vice President - Fund None discretion Accounting, Administration and of the Board Custody Services of Pioneer; and Assistant Treasurer of all of the Pioneer Funds since November 2000 - ------------------------------------------------------------------------------------------------------------------------------------ Gary Sullivan (46) Assistant Treasurer Serves at the Fund Accounting Manager - Fund None discretion Accounting, Administration and of the Board Custody Services of Pioneer; and Assistant Treasurer of all of the Pioneer Funds since May 2002 - ------------------------------------------------------------------------------------------------------------------------------------ Katharine Kim Sullivan Assistant Treasurer Serves at the Fund Administration Manager - Fund None (31) discretion Accounting, Administration and of the Board Custody Services since June 2003; Assistant Vice President - Mutual Fund Operations of State Street Corporation from June 2002 to June 2003 (formerly Deutsche Bank Asset Management); Pioneer Fund Accounting, Administration and Custody Services (Fund Accounting Manager from August 1999 to May 2002, Fund Accounting Services Supervisor from 1997 to July 1999); Assistant Treasurer of all Pioneer Funds since September 2003 - ------------------------------------------------------------------------------------------------------------------------------------ 52 Pioneer Balanced Fund - ------------------------------------------------------------------------------------------------------------------------------------ FUND OFFICERS - ------------------------------------------------------------------------------------------------------------------------------------ Positions Held Principal Occupation Other Directorships Name and Age With the Fund Term of Office During Past Five Years Held by this Officer Martin J. Wolin (37) Chief Compliance Serves at the Chief Compliance Officer of Pioneer None Officer discretion of (Director of Compliance and Senior the Board Counsel from November 2000 to September 2004); Vice President and Associate General Counsel of UAM Fund Services, Inc. (mutual fund administration company) from February 1998 to November 2000; and Chief Compliance Officer of all of the Pioneer Funds. - ------------------------------------------------------------------------------------------------------------------------------------ The outstanding capital stock of PFD, PIM and PIMSS is indirectly wholly owned by UniCredito Italiano S.p.A. ("UniCredito Italiano"), one of the largest banking groups in Italy. PIM, the Fund's investment adviser, provides investment management and financial services to mutual funds, institutional and other clients. 53 - -------------------------------------------------------------------------------- RETIREMENT PLANS FROM PIONEER - -------------------------------------------------------------------------------- Pioneer has a long history of helping people work toward their retirement goals, offering plans suited to the individual investor and businesses of all sizes. For more information on Pioneer retirement plans, contact your investment professional, or call Pioneer at 1-800-622-0176. Individual Retirement Accounts (IRAs) Traditional IRA* For anyone under age 70 1/2 earning income. Individuals can contribute up to $4,000, or $4,500 if age 50 or older, annually. Earnings are tax-deferred, and contributions may be tax-deductible. Roth IRA* Available to single individuals earning less than $110,000 in income annually, and married couples with joint income less than $160,000. Contributions of up to $4,000, or $4,500 if age 50 or older, a year are not tax-deductible, but all earnings are tax-free for qualified withdrawals. Distributions are tax and penalty-free if certain conditions are met. Employer-Sponsored Plans Uni-K Plan* A 401(k) plan designed specifically for any business that employs only owners and their spouses. Participants can make salary deferral contributions up to $14,000 per year, or $18,000 if age 50 or older. In addition, each year the business may contribute up to 25% of pay. Uni-DB Plan A full service defined benefit plan for small business owners over age 45 with up to five employees. Annual Employer contributions are required. The plan allows for the maximum deductible contribution up to $170,000 or more. 401(k) Plan* Allows employees to make pre-tax contributions through payroll deduction, up to $14,000, or $18,000 if age 50 or older, per year. Employers' contributions are discretionary. The 401(k) offers companies maximum flexibility. SIMPLE IRA Plan* The Savings Incentive Match PLan for Employees (SIMPLE) is designed for employers with 100 or fewer eligible employees. Employees can defer up to $9,000, or $10,500 if age 50 or older. Employer makes additional required contributions. Most retirement plan withdrawals must meet specific conditions to avoid penalties. 54 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 403(b) Plan* Also known as a Tax-Sheltered Account (TSA), this plan lets employees of public schools, non-profit hospitals and other tax-exempt organizations make pre-tax contributions through payroll deduction. Individuals can generally defer up to $14,000 per year, or $18,000 if age 50 or older. SEP-IRA The Simplified Employee Pension (SEP) plan lets self-employed people and small-business owners make tax-deductible contributions of up to 25% of income, while maintaining complete contribution flexibility each year. Profit Sharing Plan Companies can decide each year whether - and how much - to contribute to participants, up to 25% of each participant's pay. Can include vesting schedules that are not available with a SEP-IRA. Age-Based Profit Sharing Plan Employer contributions are flexible, but are based on a formula using age and salary. Each year, a business can contribute up to 25% of the total eligible payroll. * Special Catch-Up Provisions are available to individuals age 50 and older to contribute additional amounts to their retirement accounts. For more information, call our Retirement Plans Information line at 1-800-622-0176. Withdrawals of earnings or other taxable amounts are subject to income tax and, if made prior to age 591/2, may be subject to an additional 10% federal tax penalty. Investing in mutual funds involves significant risks, for complete information on the specific risks associated with each fund, please see the appropriate fund's prospectus. Please consider a fund's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other information about a fund and should be read carefully before you invest or send money. To obtain a prospectus and for other information on any Pioneer fund, contact your adviser, call 800-225-6292 or visit www.pioneerfunds.com. Most retirement plan withdrawals must meet specific conditions to avoid penalties. 55 - -------------------------------------------------------------------------------- PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS - -------------------------------------------------------------------------------- Your investment professional can give you additional information on Pioneer's programs and services. If you want to order literature on any of the following items directly, simply call Pioneer at 1-800-225-6292. FactFone(SM) This is our automated account information service, available to you 24 hours a day, seven days a week. FactFone(SM) gives you a quick and easy way to check fund share prices, yields, dividends and distributions, as well as information about your own account. Simply call 1-800-225-4321. For specific account information, have your account number, fund number and our personal identification number (PIN) in hand. If this is your first time using FactFone(SM), you will need to establish a PIN. Visit www.pioneerfunds.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 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. 90-Day Reinstatement Privilege (for Class A and Class B Shares) Enables you to reinvest all or a portion of the money you redeemed from your Pioneer account - without paying a sales charge - within 90 days from your redemption. Upon your request, the shares will be reinvested into your choice of any Class A fund with the same registration as the originating account. Please note that you will need to meet fund minimum requirements. Investomatic Plan An easy and convenient way for you to invest on a regular basis. With this feature, Pioneer will automatically draft a predetermined dollar amount, specified by you, from your bank account and purchase shares into your investments to grow using the dollar-cost averaging approach. The use of a systematic investing program does not guarantee a profit or protect against a loss in declining markets. You should consider your financial ability to continue to invest through periods of low prices. 56 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Payroll Investment Program (PIP) This service enables you to fund your Pioneer investment directly through a payroll deduction. After completing Pioneer's authorization form, your employer will deduct a predetermined dollar amount from your paycheck to be invested at Pioneer. When you invest through payroll, you're putting yourself at the top of the list of those you pay. Many people find that "paying yourself first" is the most sensible way to build a nest egg. Automatic Exchange Program A simple way to move money from one Pioneer fund to another over a period of time. Just choose the amounts and dates for Pioneer to sell shares from your original fund and use the proceeds to buy shares of the other funds you have chosen. To establish this service, simply complete a Pioneer Account Options form. (Automatic Exchange is available for originating accounts with a balance of $5,000 or more.) Direct Deposit Lets you move money into your bank account using electronic funds transfer (EFT). EFT moves your money faster than you would receive a check, eliminates unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer Direct Deposit Form, giving your instructions. Systematic Withdrawal Plan (SWP) This service allows you to establish automatic withdrawals from your account at set intervals. You decide the frequency and the day of the month. Pioneer will send the proceeds by check to a designated address or electronically to your bank account. You can also authorize Pioneer to make the redemptions payable to someone else. Simply complete a Pioneer Account Options form to begin this service. Investing in mutual funds involves significant risks, for complete information on the specific risks associated with each fund, please see the appropriate fund's prospectus. Please consider a fund's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other information about a fund and should be read carefully before you invest or send money. To obtain a prospectus and for other information on any Pioneer fund, contact your adviser, call 800-225-62952 or visit www.pioneerfunds.com. 57 - -------------------------------------------------------------------------------- THE PIONEER FAMILY OF MUTUAL FUNDS - -------------------------------------------------------------------------------- Please consider a fund's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other information about a fund and should be read carefully before you invest or send money. To obtain a prospectus and for other information on any Pioneer fund, contact your advisor, call 1-800-225-6292 or visit our web site at www.pioneerfunds.com. U.S. Equity Pioneer Ibbotson Growth Pioneer Fund Allocation Fund Pioneer Balanced Fund Pioneer Ibbotson Aggressive Pioneer Cullen Value Fund Allocation Fund Pioneer Equity Income Fund Pioneer Equity Opportunity Fund International/Global Equity Pioneer Growth Opportunities Fund Pioneer Emerging Markets Fund Pioneer Growth Shares Pioneer Europe Select Fund Pioneer Mid Cap Growth Fund Pioneer Europe Fund Pioneer Mid Cap Value Fund Pioneer International Equity Fund Pioneer Oak Ridge Large Cap Pioneer International Value Fund Growth Fund Pioneer Oak Ridge Small Cap Fixed Income Growth Fund Pioneer America Income Trust Pioneer Papp America-Pacific Pioneer Bond Fund Rim Fund Pioneer California Tax Free Pioneer Papp Small and Mid Cap Income Fund Growth Fund Pioneer Global High Yield Fund Pioneer Papp Stock Fund Pioneer High Yield Fund Pioneer Papp Strategic Pioneer Municipal Bond Fund Growth Fund Pioneer Short Term Income Fund Pioneer Real Estate Shares Pioneer Strategic Income Fund Pioneer Research Fund Pioneer Tax Free Income Fund Pioneer Small Cap Value Fund Pioneer Small Company Fund Money Market Pioneer Value Fund Pioneer Cash Reserves Fund* Pioneer Tax Free Money Asset Allocation Market Fund Pioneer Ibbotson Moderate Allocation Fund * 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. 58 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This page for your notes. 59 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This page for your notes. 60 - -------------------------------------------------------------------------------- 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 Telecommunications Device for the Deaf (TDD) 1-800-225-1997 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@pioneerinvest.com (for general questions about Pioneer only) Visit our web site: www.pioneerfunds.com Please consider the Fund's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other information about the Fund and should be read carefully before you invest or send money. To obtain a prospectus and for other information on any Pioneer fund, call 1-800-225-6292 or visit our web site www.pioneerfunds.com. 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. Shareowners may view the filed Form N-Q by visiting the Commission's website 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. Audit Fees Fees for audit services provided to the Fund, including fees associated with the routine filing of its Form N-1A, totaled approximately $23,000 in 2004 and approximately $27,200 in 2003. Included in the 2003 fees is an additional billing related to that audit, which was billed after the Funds filing of its N-CSR for the year ended December 31, 2003. (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. Audit-Related and Other Fees There were no audit-related and other services provided to the Fund during the fiscal years ended December 31, 2004 and 2003. (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. Tax Fees Fees for tax compliance services, primarily for tax returns, totaled $7,000 in 2004 and $3,600 in 2003. (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. Audit-Related and Other Fees There were no audit-related and other services provided to the Fund during the fiscal years ended December 31, 2004 and 2003. (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 recognizes 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 recognizes that a Funds 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. The Fund's independent auditor, Ernst & Young LLP ("E&Y"), recently has advised the Securities and Exchange Commission, the Public Company Accounting Oversight Board, and the Audit Committee of the Fund's Board of Trustees that certain non-audit work performed by E&Y's China affiliate has raised questions regarding E&Y's independence with respect to its performance of audit services for the Fund. In July 2004, E&Y became aware that member firms in China ("E&Y China") provided certain tax services to offices of UniCredito Italiano, S.p.A. ("UCI"), a member of the Fund's Investment Company Complex. The services included receipt and disbursement of monies transferred to E&Y China by UCI in payment of individual expatriate income taxes due on returns prepared by E&Y China for certain UCI employees located in China from October 1998 to May 2003. E&Y became auditors of the Fund in May 2002. These expatriate tax services were discontinued in May 2003. The fees received by E&Y China for all such services totaled $3,685. The Fund's Audit Committee and E&Y have discussed the matter, including the nature of the services provided, the personnel involved in providing the services and the fees received by E&Y for performing the services. The Committee continues to review the facts and circumstances surrounding the matter, including the issue of whether the monies transferred for employees' taxes were de facto monies due the employees for tax payments rather than monies belonging to UCI. E&Y has informed the Audit Committee that based on its internal reviews and the de minimis nature of the services provided and fees received, it does not believe its independence with respect to the Fund has been impaired. Aggregate Non-Audit Fees The aggregate non-audit fees for the Fund and affiliates, as previously defined, totaled $6,000 in 2004 and $26,900 in 2003. These fees include services provided prior to May 6, 2003, the effective date of the pre-approval process. 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. (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. Non-Audit Services Beginning with non-audit service contracts entered into on or after May 6, 2003, the effective date of the new SEC pre-approval rules, the Funds audit committee is required to pre-approve services to affiliates defined by SEC rules to the extent that the services are determined to have a direct impact on the operations or financial reporting of the Fund. For the years ended December 31, 2004 and 2003, there were no services provided to an affiliate that required the Funds audit committee pre-approval. ITEMS 5-6. [RESERVED] 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. [RESERVED] ITEM 9. 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 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. ITEM 10. 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 Balanced Fund By (Signature and Title)* /s/ John F. Cogan, Jr. John F. Cogan, Jr, President Date March 9, 2005 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 March 9, 2005 By (Signature and Title)* /s/ Vincent Nave Vincent Nave, Treasurer Date March 9, 2005 * Print the name and title of each signing officer under his or her signature.