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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 811-21664
Pioneer Series Trust III
(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: June 30
Date of reporting period: July 1, 2007 through June 30, 2008
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 Cullen Value Fund
Annual Report | June 30, 2008
Ticker Symbols:
Class A CVFCX
Class B CVFBX
Class C CVCFX
Class R CVRFX
Class Y CVFYX
[Logo]PIONEER
Investments(R)
visit us: pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Summary 7
Prices and Distributions 8
Performance Update 9
Comparing Ongoing Fund Expenses 14
Schedule of Investments 16
Financial Statements 22
Notes To Financial Statements 31
Report of Independent Registered Public Accounting Firm 39
Approval of Investment Advisory Agreement 40
Trustees, Officers and Service Providers 44
Pioneer Cullen Value Fund | Annual Report | 6/30/08 1
President's Letter
Dear Shareowner,
Staying diversified and keeping your portfolio invested in the markets are two
general investment principles that have served investors well over time. They
are particularly useful guides to keep in mind today, at a time when markets
around the globe are being buffeted by problems in the financial and real estate
industries and by concerns about a slowing economy.
After an extended period of steady economic growth with sustained low
unemployment and low inflation, the U.S. economy ran into difficulty as 2007
drew to a close. Investors in subprime mortgages were forced to mark down the
value of their assets, imperiling leveraged balance sheets. The ensuing credit
crunch forced central banks in the United States and Europe to assume the role
of "lender of last resort" to keep credit markets functioning. Conditions
worsened in the first quarter of 2008, as falling prices, margin calls and
deleveraging continued and while the auction-rate preferred market seized up. By
then, recession talk was widespread as concern grew that falling home prices,
rising unemployment, sharply rising food and energy prices, and disruptions in
financial markets posed a significant threat to economic growth. In the next few
months, though, there were no further banking crises, and recession fears began
to fade in light of positive economic news. However a seemingly unstoppable rise
in the price of oil became a new source of recession fears.
Markets reacted poorly to the developments leading up to the near failure of
Bear Stearns, with fixed-income credit spreads (the difference in rates between
corporate and U.S. government bonds) widening dramatically and stock markets
declining, wiping out the positive returns markets had delivered in the
preceding calendar year. Treasury bond prices rose as the market underwent a
classic "flight to quality." Those trends reversed in the months after the fall
of Bear Stearns, as stock markets rallied, recouping much of their first-quarter
losses, while Treasury bond prices declined. The stock market then reversed
direction yet again, falling sharply to end June near earlier lows while
Treasury bond prices ended June 2008 near end-of-year levels.
In the 12 months ending June 30, 2008, the Dow Jones Industrial Average and
Standard & Poor's 500 Index each declined 13%, the NASDAQ Composite Index fell
12%, and the MSCI EAFE Developed Market Index of international stock markets
fell 10%. In each case, the majority of the decline was concentrated in the
month of June. Very strong performance in the second half of
2 Pioneer Cullen Value Fund | Annual Report | 6/30/08
2007, combined with performance in line with other equity indices in the most
recent six months helped the MSCI Emerging Markets Index to a gain of 5% over
the 12-month period. The U.S. investment-grade bond market, as measured by the
Lehman Brothers Aggregate Bond Index, rose 7% over the 12 months, but the U.S.
high-yield bond market, as measured by the Merrill Lynch High Yield Bond Master
II Index, fell 2% as its higher coupon yield could not offset the fall in bond
prices triggered by widening credit spreads.
Looking forward, the risk of a 2008 recession seems diminished, but higher
commodity prices, lower real estate prices, and a weakened banking system still
pose substantial risks to the real economy. On the other hand, a weak U.S.
dollar and substantial fiscal and monetary stimulus are potent support for the
economy. Markets remain volatile, and falling risk tolerances and deleveraging
may depress asset prices in the short term, but equity and corporate bond
valuations look attractive over a longer time horizon unless the U.S. economy
falls into a severe and protracted recession.
Sudden swings in the markets are always to be expected, but they are difficult
to time. Maintaining a long-term time horizon, being diversified, and paying
attention to asset allocation are important investment principles. As always, we
encourage you to work closely with your financial advisor to find the mix of
stocks, bonds and money market assets that is best aligned to your particular
risk tolerance and investment objective and to adhere to a strategic plan rather
than letting emotion drive investment decisions.
Respectfully,
/s/Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, 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.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 3
Portfolio Management Discussion | 6/30/08
Equity markets, despite some brief rallies, tumbled during the 12-months ended
June 30, 2008, as weakness in the financials sector and housing market raised
concerns about the strength of the domestic economy. In the following interview,
James P. Cullen discusses the factors that influenced the performance of Pioneer
Cullen Value Fund during the 12 months. Mr. Cullen, President of Schafer Cullen
Capital Management, oversees the team responsible for the daily management of
the Fund.
Q How did the Fund perform during the 12 months ended June 30, 2008?
A Pioneer Cullen Value Fund Class A shares produced a total return of -9.22%
for the fiscal year ended June 30, 2008, while the Standard & Poor's 500
Index (the S&P 500) returned -13.11% and the Russell 1000 Value Index (the
Russell Index) returned -18.78% over the same 12-month period. In addition,
the average return of the 551 funds in the Lipper Large-Cap Value category
was -17.04% over the 12-month period ended June 30, 2008.
Q What was your principal strategy during the 12 months ended June 30, and
how did it affect performance?
A Most equity prices showed sharp declines for the period in a slump that
began in the financials sector over concerns about problems in housing and
subprime-mortgage debt. We believe the economy has been able to stay out of
recession (which is defined as two consecutive quarters of negative growth
in gross domestic product) primarily because of the good results from
corporations heavily involved in international commerce. In the last
quarter, for example, almost 25% of the total profits of S&P 500 companies
came from international business operations.
We maintained a relatively conservative portfolio for the Fund throughout
the 12 months, and this positioning helped in a very volatile market. For
example, we went heavy on consumer staples stocks, where stock selection
helped support the Fund's results, despite some profit taking by investors
in the final six months of the annual reporting period. In general, we
maintained our longer-term investment discipline, keeping the portfolio
well diversified by industry and focusing on stocks with relatively low
price-to-earnings ratios and excellent long-term earnings prospects. We
take a five-year outlook when we invest the Fund in a company, and we
expect to hold the position for an extended period of time, barring any
unforeseen deterioration in company fundamentals.
4 Pioneer Cullen Value Fund | Annual Report | 6/30/08
We established two major new positions for the Fund during the period, both
in the health care sector: Johnson & Johnson and Eli Lilly. Pharmaceuticals
stocks have been out of favor recently, both because of worries about
pending expirations of profitable patents and because of concerns about
pressure on Congress to limit Medicare reimbursements. Although the
industry has underperformed, we believe the two corporations have the
potential to do well, especially in a down market, because their earnings
are driven by demand for medical necessities rather than for discretionary
items. Johnson & Johnson, a more diversified health care products company
that is less dependent on results from its pharmaceuticals operation,
benefits from a well known brand name in markets throughout the world,
giving it a distinctive advantage as global demand for health care products
continues to grow. Eli Lilly has a new chief executive, who we believe has
a realistic view of the political pressures calling for containment of
health care costs. Moreover, the company has a distinctive advantage
because of its relatively full pipeline of potential new drug products in
development. We also were attracted by Eli Lilly's generous dividend yield
and the fact that the company is small enough to make it an attractive
acquisition target by other, larger companies.
We went light on financials holdings in the Fund, but maintained a solid
position in JPMorgan Chase, which we believe to be the best-managed and
financially strongest of the major financial institutions. We also have
maintained somewhat smaller positions for the Fund in Merrill Lynch and
Morgan Stanley because of their international exposure, and because each
company appears small enough to be a potential takeover target. In general,
though, we believed it was difficult to evaluate the underlying value in
many financials companies, and so we de-emphasized the group during the
12-month period, having sold the Fund's earlier positions in regional banks
such as Wachovia, Wells Fargo and Regions Financial. The Fund took
advantage of a pretty strong climate for the energy sector during the
12-month period, and benefited from good performance produced by several
energy-related holdings, including the Brazilian oil company Petrobras, a
relatively new position.
Q What is your investment outlook?
A While the deceleration in U.S. economic growth is unmistakable, we think
most U.S. corporations have stronger financial balance sheets than seen in
earlier slumps, with many companies able to withstand weakness in the
domestic economy because of their international businesses. American
corporations have become very good at competing in world markets, which
gives them new sources of profits and greater resilience in the face of
problems in the United States.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 5
We believe it is important to keep a longer-term horizon and not make the
mistake of reacting to the daily headlines. We have examined historical
trends over the past 40 years -- during which there were six recessions --
to see what happened after significant slumps in the equity market. We have
found that investors who purchased at the worst possible times (shortly
before the start of the slumps) typically have captured double-digit
returns over the subsequent five years, if they remained disciplined and
were careful about the prices they paid for stocks.
We intend to remain disciplined, and we continue to believe that keeping a
five-year horizon and investing in fundamentally solid companies whose
stock valuations are cheap will enable the Fund to do well over the longer
term, despite any short-term market problems.
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
6 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Portfolio Summary | 6/30/08
Portfolio Diversification
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 66.4%
Depositary Receipts for International Stocks 17.5%
Temporary Cash Investments 16.1%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Consumer Staples 23.0%
Industrials 18.8%
Energy 14.6%
Financials 14.2%
Health Care 8.0%
Information Technology 6.1%
Materials 5.8%
Consumer Discretionary 5.2%
Telecommunication Services 4.3%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
1. Petroleo Brasileiro SA 4.70%
2. Devon Energy Corp. 4.53
3. Johnson & Johnson 3.66
4. ITT Corp. 3.58
5. Bunge Ltd. 3.49
6. Anglo American Plc 3.48
7. Kraft Foods, Inc. 3.43
8. General Mills, Inc. 3.38
9. Unilever N.V. 3.22
10. Kimberly-Clark Corp. 3.20
* This list excludes temporary cash and derivative instruments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any
securities listed.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 7
Prices and Distributions | 6/30/08
Net Asset Value Per Share
- --------------------------------------------------------------------------------
Class 6/30/08 6/30/07
A $ 18.97 $ 21.21
- ---------------------------------------------------------------
B $ 18.75 $ 20.96
- ---------------------------------------------------------------
C $ 18.72 $ 20.95
- ---------------------------------------------------------------
R $ 18.84 $ 21.15
- ---------------------------------------------------------------
Y $ 19.07 $ 21.30
- ---------------------------------------------------------------
Distributions Per Share: 1/1/08-6/30/08
- --------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
A $ 0.2685 $ -- $ 0.0481
- ---------------------------------------------------------------
B $ 0.0822 $ -- $ 0.0481
- ---------------------------------------------------------------
C $ 0.1212 $ -- $ 0.0481
- ---------------------------------------------------------------
R $ 0.2868 $ -- $ 0.0481
- ---------------------------------------------------------------
Y $ 0.3334 $ -- $ 0.0481
- ---------------------------------------------------------------
Index Definitions
- --------------------------------------------------------------------------------
The Standard & Poor's 500 Index is a commonly used measure of the broad U.S.
stock market. The Russell 1000 Value Index measures the performance of large-cap
U.S. value stocks. Index returns assume reinvestment of dividends and, unlike
Fund returns, do not reflect any fees, expenses or sales charges. You cannot
invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" charts on
pages 9-13.
8 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Performance Update | 6/30/08 Class A Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund at public offering price, compared
to that of the S&P 500 Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2008)
- ----------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
- ----------------------------------------------------------------------------------
Life-of-Class
(7/1/00) 9.40% 8.59%
5 Years 12.48 11.15
1 Year -9.22 -14.43
- ----------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2007)
- ----------------------------------------------------------------------------------
Gross Net
- ----------------------------------------------------------------------------------
1.09% 1.09%
- ----------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P Russell 1000
Value Fund 500 Index Value Index
7/00 $ 9,425 $10,000 $10,000
$10,341 $ 8,653 $10,897
6/02 $10,912 $ 7,098 $ 9,922
$10,362 $ 7,115 $ 9,820
6/04 $12,874 $ 8,474 $11,896
$15,296 $ 9,009 $13,568
6/06 $17,550 $ 9,786 $15,210
$20,555 $11,800 $18,535
6/08 $18,659 $10,252 $15,055
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on 2/28/05. The performance of Class A shares of
the Fund from July 1, 2000 to February 25, 2005 is the performance of Cullen
Value Fund's single class, which has been restated to reflect differences in any
applicable sales charge (but not other differences in expenses). If all expenses
of the Fund were reflected, the performance would be lower.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 9
Performance Update | 6/30/08 Class B Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2008)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
Life-of-Class
(7/1/00) 9.00% 9.00%
5 Years 11.83 11.83
1 Year -9.99 -13.57
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2007)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
2.00% 2.00%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P Russell 1000
Value Fund 500 Index Value Index
7/00 $10,000 $10,000 $10,000
$10,970 $ 8,653 $10,897
6/02 $11,576 $ 7,098 $ 9,922
$10,992 $ 7,115 $ 9,820
6/04 $13,657 $ 8,474 $11,896
$16,186 $ 9,009 $13,568
6/06 $18,398 $ 9,786 $15,210
$21,357 $11,800 $18,535
6/08 $19,224 $10,252 $15,055
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
results reflect the deduction of the maximum applicable contingent deferred
sales charge (CDSC). The maximum CDSC is 4.0% and declines over five years.
Class B shares reflect the deduction of the maximum applicable contingent
deferred sales charge (CDSC). All results are historical and assume the
reinvestment of dividends and capital gains. Other share classes are available
for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on 2/28/05. The performance of Class B shares of
the Fund from July 1, 2000 to February 25, 2005 is the performance of Cullen
Value Fund's single class, which has been restated to reflect differences in any
applicable sales charge (but not other differences in expenses). If all expenses
of the Fund were reflected, the performance would be lower.
10 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Performance Update | 6/30/08 Class C Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2008)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
Life-of-Class
(7/1/00) 9.04% 9.04%
5 Years 11.90 11.90
1 Year -9.92 -9.92
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2007)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
1.87% 1.87%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P Russell 1000
Value Fund 500 Index Value Index
7/00 $10,000 $10,000 $10,000
$10,970 $ 8,653 $10,897
6/02 $11,576 $ 7,098 $ 9,922
$10,992 $ 7,115 $ 9,820
6/04 $13,657 $ 8,474 $11,896
$16,186 $ 9,009 $13,568
6/06 $18,421 $ 9,786 $15,210
$21,407 $11,800 $18,535
6/08 $19,282 $10,252 $15,055
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on 2/28/05. The performance of Class C shares of
the Fund from July 1, 2000 to February 25, 2005 is the performance of Cullen
Value Fund's single class, which has been restated to reflect differences in any
applicable sales charge (but not other differences in expenses). If all expenses
of the Fund were reflected, the performance would be lower.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 11
Performance Update | 6/30/08 Class R Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2008)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
Life-of-Class
(7/1/00) 8.90% 8.90%
5 Years 12.00 12.00
1 Year -9.51 -9.51
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2007)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
1.62% 1.40%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P Russell 1000
Value Fund 500 Index Value Index
7/00 $10,000 $10,000 $10,000
$10,920 $ 8,653 $10,897
6/02 $11,466 $ 7,098 $ 9,922
$10,834 $ 7,115 $ 9,820
6/04 $13,394 $ 8,474 $11,896
$15,835 $ 9,009 $13,568
6/06 $18,078 $ 9,786 $15,210
$21,096 $11,800 $18,535
6/08 $19,090 $10,252 $15,055
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
The performance of Class R shares for the period prior to the commencement of
operations of Class R shares on November 1, 2006, is based on the performance of
the Fund's Class A shares, reduced to reflect the higher distribution and
service fees of Class R shares. For the period after November 1, 2006, the
actual performance of Class R shares is reflected. Class R shares are not
subject to sales charges and are available for limited groups of eligible
investors, including institutional investors. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available, for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitations currently in
effect through 11/1/09 for Class R Shares. There can be no assurance that
Pioneer will extend the expense limitations beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on 2/28/05. The performance of Class R shares of
the Fund from July 1, 2000 to February 25, 2005 is the performance of Cullen
Value Fund's single class, which has been restated to reflect the higher
distribution and service fees of the Fund's Class R shares.
12 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Performance Update | 6/30/08 Class Y Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2008)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
Life-of-Class
(7/1/00) 9.54% 9.54%
5 Years 12.73 12.73
1 Year -8.87 -8.87
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2007)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
0.77% 0.77%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P Russell 1000
Value Fund 500 Index Value Index
7/00 $10,000 $10,000 $10,000
$10,970 $ 8,653 $10,897
6/02 $11,576 $ 7,098 $ 9,922
$10,992 $ 7,115 $ 9,820
6/04 $13,657 $ 8,474 $11,896
$16,237 $ 9,009 $13,568
6/06 $18,691 $ 9,786 $15,210
$21,956 $11,800 $18,535
6/08 $20,010 $10,252 $15,055
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Performance for periods prior to the inception of Y shares reflects the NAV
performance of the Fund's A shares. The performance does not reflect differences
in expenses, including the Rule 12b-1 fees applicable to A shares. Since fees
for A shares are generally higher than those of Y shares, the performance shown
for Y shares prior to their inception would have been higher.
Class Y shares are not subject to sales charges and are available for limited
groups of eligible investors, including institutional investors. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on 2/28/05. The performance of Class Y shares of
the Fund from July 1, 2000 to February 25, 2005 is the performance of Cullen
Value Fund's single class, which has not been restated to reflect any
differences in expenses. Cullen Value Fund had higher expenses than those of the
Fund's Class Y shares.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 13
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 Cullen Value Fund
Based on actual returns from January 1, 2008 through June 30, 2008.
Share Class A B C R Y
Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value On 1/1/08
- ------------------------------------------------------------------------------------------
Ending Account Value $ 849.84 $ 849.63 $ 849.49 $ 850.33 $ 849.51
(after expenses)
On 6/30/08
- ------------------------------------------------------------------------------------------
Expenses Paid $ 5.01 $ 8.83 $ 8.46 $ 3.45 $ 6.44
During Period*
- ------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.09%, 1.92%,
1.84%, 1.40% and 0.75% for Class A, Class B, Class C, Class R and Class Y
shares, respectively, multiplied by the average account value over the
period, multiplied by 182/366 (to reflect the one-half year period).
14 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from January 1, 2008 through June 30, 2008.
Share Class A B C R Y
Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value On 1/1/08
- ------------------------------------------------------------------------------------------
Ending Account Value $ 1,019.44 $ 1,015.32 $ 1,015.71 $ 1,021.13 $ 1,017.90
(after expenses)
On 6/30/08
- ------------------------------------------------------------------------------------------
Expenses Paid $ 5.47 $ 9.62 $ 9.22 $ 3.77 $ 7.02
During Period*
- ------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.09%, 1.92%,
1.84%, 1.40% and 0.75% for Class A, Class B, Class C, Class R and Class Y
shares, respectively, multiplied by the average account value over the
period, multiplied by 182/366 (to reflect the one-half year period).
Pioneer Cullen Value Fund | Annual Report | 6/30/08 15
Schedule of Investments | 6/30/08
Shares Value
COMMON STOCKS -- 89.9%
ENERGY -- 13.1%
Integrated Oil & Gas -- 6.3%
1,325,700 Gazprom (A.D.R.)* $ 77,061,085
2,228,920 Petroleo Brasileiro SA* 157,874,404
--------------
$ 234,935,489
- ---------------------------------------------------------------------------
Oil & Gas Drilling -- 2.7%
1,271,200 ENSCO International, Inc. (b) $ 102,636,688
- ---------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 4.1%
1,266,650 Devon Energy Corp. $ 152,200,664
--------------
Total Energy $ 489,772,841
- ---------------------------------------------------------------------------
MATERIALS -- 5.2%
Construction Materials -- 1.4%
2,155,889 Cemex SA (A.D.R.)*(b) $ 53,250,458
- ---------------------------------------------------------------------------
Diversified Metals & Mining -- 3.1%
3,290,471 Anglo American Plc (b) $ 116,647,197
- ---------------------------------------------------------------------------
Forest Products -- 0.7%
508,800 Weyerhaeuser Co. (b) $ 26,020,032
--------------
Total Materials $ 195,917,687
- ---------------------------------------------------------------------------
CAPITAL GOODS -- 13.1%
Aerospace & Defense -- 5.0%
1,713,450 Raytheon Co. $ 96,432,966
1,471,540 United Technologies Corp. 90,794,018
--------------
$ 187,226,984
- ---------------------------------------------------------------------------
Industrial Conglomerates -- 4.9%
1,413,500 3M Co. $ 98,365,465
3,100,000 General Electric Co. 82,739,000
--------------
$ 181,104,465
- ---------------------------------------------------------------------------
Industrial Machinery -- 3.2%
1,894,700 ITT Corp. $ 119,991,351
--------------
Total Capital Goods $ 488,322,800
- ---------------------------------------------------------------------------
TRANSPORTATION -- 3.8%
Air Freight & Couriers -- 1.8%
847,700 FedEx Corp. $ 66,790,283
- ---------------------------------------------------------------------------
Railroads -- 2.0%
952,950 Canadian National Railway Co. $ 45,817,836
440,500 Canadian Pacific Railway Ltd. (b) 29,134,670
$ 74,952,506
--------------
Total Transportation $ 141,742,789
- ---------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Shares Value
AUTOMOBILES & COMPONENTS -- 2.1%
Auto Parts & Equipment -- 2.1%
1,737,500 BorgWarner, Inc. $ 77,110,250
--------------
Total Automobiles & Components $ 77,110,250
- ---------------------------------------------------------------------------
MEDIA -- 2.0%
Movies & Entertainment -- 2.0%
2,348,000 The Walt Disney Co. $ 73,257,600
--------------
Total Media $ 73,257,600
- ---------------------------------------------------------------------------
RETAILING -- 0.7%
Home Improvement Retail -- 0.7%
1,070,070 Home Depot, Inc. $ 25,061,039
--------------
Total Retailing $ 25,061,039
- ---------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 17.8%
Agricultural Products -- 3.8%
797,500 Archer Daniels Midland Co. $ 26,915,625
1,088,200 Bunge Ltd. (b) 117,188,258
--------------
$ 144,103,883
- ---------------------------------------------------------------------------
Distillers & Vintners -- 2.1%
1,049,000 Diageo PLC (A.D.R.) $ 77,489,630
- ---------------------------------------------------------------------------
Packaged Foods & Meats -- 11.9%
1,868,500 General Mills, Inc. (b) $ 113,548,745
4,050,600 Kraft Foods, Inc. 115,239,570
949,400 Nestle SA (A.D.R.) 107,244,224
3,804,300 Unilever N.V. 108,042,120
--------------
$ 444,074,659
--------------
Total Food, Beverage & Tobacco $ 665,668,172
- ---------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 2.9%
Household Products -- 2.9%
1,798,000 Kimberly-Clark Corp. $ 107,484,440
--------------
Total Household & Personal Products $ 107,484,440
- ---------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY -- 7.2%
Pharmaceuticals -- 7.2%
1,383,400 Eli Lilly & Co. $ 63,857,744
1,840,950 GlaxoSmithKline 81,406,809
1,911,600 Johnson & Johnson 122,992,344
--------------
$ 268,256,897
--------------
Total Pharmaceuticals & Biotechnology $ 268,256,897
- ---------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 7.4%
Investment Banking & Brokerage -- 3.7%
2,105,800 Merrill Lynch & Co., Inc. $ 66,774,918
1,980,000 Morgan Stanley 71,418,600
--------------
$ 138,193,518
- ---------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 17
Schedule of Investments | 6/30/08 (continued)
Shares Value
Diversified Financial Services -- 3.7%
2,390,550 Bank of America Corp. $ 57,062,429
2,391,100 J.P. Morgan Chase & Co. 82,038,641
--------------
$ 139,101,070
--------------
Total Diversified Financials $ 277,294,588
- -------------------------------------------------------------------------------------------
INSURANCE -- 5.3%
Life & Health Insurance -- 2.6%
1,872,000 MetLife, Inc. (b) $ 98,785,440
- -------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 2.7%
2,050,000 Chubb Corp. $ 100,470,500
--------------
Total Insurance $ 199,255,940
- -------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 5.5%
Communications Equipment -- 1.9%
2,819,800 Nokia Corp. (A.D.R.) $ 69,085,100
- -------------------------------------------------------------------------------------------
Computer Hardware -- 2.9%
2,421,150 Hewlett-Packard Co. $ 107,039,042
- -------------------------------------------------------------------------------------------
Technology Distributors -- 0.7%
907,652 Arrow Electronics, Inc.* $ 27,883,069
--------------
Total Technology Hardware & Equipment $ 204,007,211
- -------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 3.8%
Integrated Telecommunication Services -- 3.8%
1,909,813 AT&T Corp. $ 64,341,600
2,224,250 Verizon Communications, Inc. 78,738,450
--------------
$ 143,080,050
--------------
Total Telecommunication Services $ 143,080,050
- -------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $3,308,418,676) $3,356,232,304
- -------------------------------------------------------------------------------------------
Principal
Amount
TEMPORARY CASH INVESTMENTS -- 17.0%
Repurchase Agreements -- 10.0%
$75,815,000 Bank of America, 2.2%, dated 6/30/08, repurchase price of
$75,815,000 plus accrued interest on 7/1/08 collateralized
by $204,786,465 Federal National Mortgage Association,
5.5%, 6/1/33 $ 75,815,000
75,815,000 Barclays Plc, 2.27%, dated 6/30/08, repurchase price of
$75,815,000 plus accrued interest on 7/2/08 collateralized
by the following:
$46,090,910 Federal Home Loan Mortgage Corp.,
4.171 - 6.27%, 12/1/34 - 10/1/37
$47,361,137 Federal National Mortgage Association,
4.024 - 6.082%, 8/1/36 - 2/1/48 75,815,000
The accompanying notes are an integral part of these financial statements.
18 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Principal
Amount Value
Repurchase Agreements -- (continued)
$77,835,000 Deutsche Bank, 2.3%, dated 6/30/08, repurchase price of
$77,835,000 plus accrued interest on 7/1/08 collateralized
by the following:
$59,783,557 Freddie Mac Giant, 4.5 - 7.0%,
10/1/34 - 5/1/38
$32,104,862 U.S Treasury Strip, 0.0%, 8/15/22
$14,543,040 Federal Home Loan Mortgage Corp.,
4.703 - 4.704%, 12/1/35 - 3/1/35
$19,178,978 Federal National Mortgage Association
(ARM), 4.708 - 5.887%, 12/1/13 - 3/1/37 $ 77,835,000
75,815,000 JP Morgan, 2.26%, dated 6/30/08, repurchase price
of $75,815,000 plus accrued interest on 7/1/08
collateralized by $84,303,656 Federal National
Mortgage Association, 4.5 - 6.5%, 3/1/23 - 5/1/38 75,815,000
73,815,000 Merrill Lynch, 2.5%, dated 6/30/08, repurchase price
of $73,815,000 plus accrued interest on 7/1/08
collateralized by $92,149,371 Federal Home Loan
Mortgage Corp., 5.065 - 6.025%, 9/1/36 - 4/1/38 73,815,000
--------------
$ 379,095,000
- -------------------------------------------------------------------------------------------
Securities Lending Collateral -- 7.0% (c)
Certificates of Deposit:
5,401,224 American Express, 2.72, 8/8/08 $ 5,401,224
4,042,832 Bank of America, 2.88%, 8/11/08 4,042,832
4,042,832 Citibank, 2.85%, 7/29/08 4,042,832
1,455,803 Banco Santander NY, 2.80%, 10/7/08 1,455,803
4,046,895 Banco Santander NY, 3.09%, 12/22/08 4,046,895
4,041,468 Bank of Nova Scotia, 3.18%, 5/05/09 4,041,468
2,021,414 Bank of Scotland NY, 2.73%, 7/11/08 2,021,414
2,021,414 Bank of Scotland NY, 2.72%, 8/15/08 2,021,414
1,453,793 Bank of Scotland NY, 2.89%, 11/4/08 1,453,793
2,020,079 Bank of Scotland NY, 3.03%, 9/26/08 2,020,079
7,277,091 Barclay's Bank, 3.18% 5/27/09 7,277,091
6,064,310 Bank Bovespa NY, 2.705%, 8/8/08 6,064,310
4,042,832 BNP Paribas NY, 2.88%, 7/23/08 4,042,832
2,425,736 Calyon NY, 2.85%, 8/25/08 2,425,736
3,395,978 Calyon NY, 2.64%, 9/29/08 3,395,978
1,282,258 Calyon NY, 2.69%, 01/16/09 1,282,258
3,355,549 Commonwealth Bank of Australia NY, 2.63%, 7/11/08 3,355,549
3,395,978 Deutsche Bank Financial, 2.72%, 7/30/08 3,395,978
1,617,282 Deutsche Bank Financial, 2.72%, 8/4/08 1,617,282
3,315,137 Dexia Bank NY, 2.69%, 8/7/08 3,315,137
808,518 Dexia Bank NY, 2.65%, 08/12/08 808,518
2,995,657 Dexia Bank NY, 3.37%, 09/29/08 2,995,657
7,277,097 DNB NOR Bank ASA NY, 2.90%, 6/8/09 7,277,097
347,281 Fortis, 3.11%, 09/30/08 347,281
7,406,467 Intesa SanPaolo S.p.A., 2.72%, 5/22/09 7,406,467
3,525,348 Lloyds Bank, 2.61%, 7/11/08 3,525,348
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 19
Schedule of Investments | 6/30/08 (continued)
Principal
Amount Value
Certificates of Deposit -- (continued):
$ 2,021,414 Lloyds Bank, 2.61%, 8/18/08 $ 2,021,414
2,749,126 Natixis, 2.83%, 8/4/08 2,749,126
4,042,832 NORDEA NY, 2.81%, 8/29/08 4,042,832
467,137 NORDEA NY, 2.72%, 4/9/09 467,137
387,449 NORDEA NY, 2.73%, 12/01/08 387,449
646,712 Rabobank Nederland NY, 2.37%, 8/29/08 646,712
2,021,414 Royal Bank of Canada NY, 2.57%, 7/15/08 2,021,414
4,042,904 Royal Bank of Canada NY, 2.6%, 9/5/08 4,042,904
2,425,698 Bank of Scotland NY, 2.7%, 8/1/08 2,425,698
2,427,404 Bank of Scotland NY, 2.96%, 11/3/08 2,427,404
1,560,540 Skandinavian Enskilda Bank NY, 2.70%, 7/17/08 1,560,540
468,614 Skandinavian Enskilda Bank NY, 3.18%, 09/22/08 468,614
806,589 Skandinavian Enskilda Bank NY, 3.06% 02/13/09 806,589
1,617,140 Svenska Bank NY, 2.70%, 7/17/08 1,617,140
3,355,549 Svenska Bank NY, 2.55%, 7/11/08 3,355,549
5,093,966 Toronto Dominion Bank NY, 2.77%, 9/5/08 5,093,966
2,425,698 Toronto Dominion Bank NY, 2.75%, 11/5/08 2,425,698
806,803 Wachovia, 3.62%,10/28/08 806,803
--------------
$ 126,447,261
- --------------------------------------------------------------------------------
Commercial Paper:
1,242,586 Bank of America, 2.70%, 8/26/08 $ 1,242,586
1,612,381 Bank of America, 2.60%, 8/11/08 1,612,381
1,211,944 CBA, 2.70%, 7/11/08 1,211,944
3,223,009 CBA, 2.88%, 8/18/08 3,223,009
808,112 Deutsche Bank Financial, 2.72%, 7/9/08 808,112
807,278 HSBC, 2.89% 7/21/08 807,278
4,016,653 HSBC, 2.88%, 9/29/08 4,016,653
3,224,240 ING Funding, 2.70%, 8/13/08 3,224,240
1,211,984 Natixis, 2.87%, 7/10/08 1,211,984
1,210,814 Natixis, 2.87%, 7/21/08 1,210,814
996,351 PARFIN, 3.18%, 8/1/08 996,351
1,602,240 Royal Bank of Scotland, 2.66%, 10/21/08 1,602,240
808,500 Societe Generale, 2.98%, 7/2/08 808,500
2,016,676 Societe Generale, 2.93%, 7/30/08 2,016,676
1,612,557 Societe Generale, 3.18%, 8/5/08 1,612,557
3,222,024 Societe Generale, 3.18%, 8/22/08 3,222,024
1,612,372 SVSS NY, 3.18%, 8/11/08 1,612,372
769,178 Bank Bovespa NY, 2.79%, 3/12/09 769,178
3,637,720 General Electric Capital Corp., 2.77%, 1/5/09 3,637,720
4,041,340 General Electric Capital Corp., 2.82%, 3/16/09 4,041,340
1,495,062 IBM, 3.18%, 2/13/09 1,495,062
4,042,832 IBM, 3.18%, 6/26/09 4,042,832
7,277,097 Met Life Global Funding, 3.16%, 6/12/09 7,277,097
6,872,813 WestPac, 3.18%, 6/1/09 $ 6,872,813
--------------
$ 58,575,764
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Principal
Amount Value
Mutual Funds:
$ 4,851,399 BlackRock Liquidity Money Market Fund, 3.18% $ 4,851,399
6,309,241 Dreyfus Preferred Money Market Fund, 3.18% 6,309,241
--------------
$ 11,160,640
- --------------------------------------------------------------------------------
Tri-party Repurchase Agreements:
17,196,341 Deutsche Bank, 2.5% 7/1/08 $ 17,196,341
48,513,972 Lehman Brothers, 2.65% 7/1/08 48,513,972
--------------
$ 65,710,314
- --------------------------------------------------------------------------------
Other:
2,010,547 ABS CFAT 2008-A A1, 3.005%, 4/27/09 $ 2,010,547
--------------
Total Securities Lending Collateral $ 263,904,525
- --------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $642,999,525) $ 642,999,525
- --------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 106.9%
(Cost $3,951,418,201) (a) $3,999,231,829
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (6.9)% $ (259,451,308)
- --------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $3,739,780,521
================================================================================
(A.D.R.) American Depositary Receipt.
* Non-income producing security.
(a) At June 30, 2008, the net unrealized gain on investments based on cost
for federal income tax purposes of $3,951,418,201 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $395,198,649
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (347,385,021)
------------
Net unrealized gain $ 47,813,628
============
(b) At June 30, 2008, the following securities were out on loan:
Shares Security Market Value
1,075,600 Bunge Ltd. $115,831,364
333,400 Canadian Pacific Railway Ltd. 22,051,076
1,827,100 Anglo American Plc 64,770,695
1,833,500 Cemex SA (A.D.R.)* 45,287,450
134,500 ENSCO International, Inc. 10,859,530
1,000 General Mills, Inc. 60,770
16,900 MetLife, Inc. 891,813
25,600 Weyerhaeuser Co. 1,309,184
- --------------------------------------------------------------------------------
Total $261,061,882
================================================================================
(c) Securities lending collateral is managed by Credit Suisse.
Purchases and sales of securities (excluding temporary cash investments) for the
year ended June 30, 2008 aggregated $1,382,272,678 and $412,286,121,
respectively.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 21
Statement of Assets and Liabilities | 6/30/08
ASSETS:
Investment in securities (including securities loaned of $261,061,882)
(cost $3,951,418,201) $3,999,231,829
Cash 6,448,382
Receivables -
Fund shares sold 21,079,007
Dividends and interest 5,002,549
Due from Pioneer Investment Management, Inc. 192
Other 84,354
- -------------------------------------------------------------------------------------------
Total assets $4,031,846,313
- -------------------------------------------------------------------------------------------
LIABILITIES:
Payables -
Investment securities purchased $ 19,169,836
Fund shares repurchased 7,931,271
Upon return of securities loaned 263,904,525
Due to affiliates 728,735
Accrued expenses 331,425
- -------------------------------------------------------------------------------------------
Total liabilities $ 292,065,792
- -------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $3,768,236,589
Undistributed net investment income 23,820,845
Accumulated net realized loss on investments (100,090,541)
Net unrealized gain on investments 47,813,628
- -------------------------------------------------------------------------------------------
Total net assets $3,739,780,521
- -------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $2,224,629,496/117,273,419 shares) $ 18.97
Class B (based on $104,145,208/5,553,013 shares) $ 18.75
Class C (based on $588,241,089/31,414,872 shares) $ 18.72
Class R (based on $4,230,591/224,541 shares) $ 18.84
Class Y (based on $818,534,137/42,932,528 shares) $ 19.07
MAXIMUM OFFERING PRICE:
Class A ($18.97 [divided by] 94.25%) $ 20.13
===========================================================================================
The accompanying notes are an integral part of these financial statements.
22 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Statement of Operations
For the Year Ended 6/30/08
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $1,798,193) $70,590,725
Interest 10,038,968
Income from securities loaned, net 659,713
- --------------------------------------------------------------------------------------------
Total investment income $ 81,289,406
- --------------------------------------------------------------------------------------------
EXPENSES:
Management fees $21,877,149
Transfer agent fees and expenses
Class A 2,894,178
Class B 254,934
Class C 912,285
Class R 4,030
Class Y 420,215
Distribution fees
Class A 4,962,548
Class B 1,108,661
Class C 5,871,927
Class R 7,905
Administrative fees 772,117
Custodian fees 116,804
Registration fees 264,208
Professional fees 207,721
Printing expense 176,184
Fees and expenses of nonaffiliated trustees 83,898
Miscellaneous 380,587
- --------------------------------------------------------------------------------------------
Total expenses $ 40,315,351
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. (1,118)
Less fees paid indirectly (107,767)
- --------------------------------------------------------------------------------------------
Net expenses $ 40,206,466
- --------------------------------------------------------------------------------------------
Net investment income $ 41,082,940
- --------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Net realized loss on investments $(100,062,785)
- --------------------------------------------------------------------------------------------
Change in net unrealized loss on investments $(306,523,662)
- --------------------------------------------------------------------------------------------
Net loss on investments $(406,586,447)
- --------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations $(365,503,507)
============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 23
Statement of Changes in Net Assets
For the Years Ended 6/30/08 and 6/30/07, respectively
Year Ended Year Ended
6/30/08 6/30/07
FROM OPERATIONS:
Net investment income $ 41,082,940 $ 36,290,908
Net realized gain (loss) on investments (100,062,785) 7,613,458
Change in net unrealized gain (loss) on investments (306,523,662) 308,605,704
- -----------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $ (365,503,507) $ 352,510,070
- -----------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.27 and $0.18 per share, respectively) $ (24,850,964) $ (12,692,282)
Class B ($0.08 and $0.05 per share, respectively) (436,114) (245,476)
Class C ($0.12 and $0.09 per share, respectively) (3,454,114) (1,995,476)
Class R ($0.29 and $0.19 per share, respectively) (11,109) (100)
Class Y ($0.33 and $0.22 per share, respectively) (11,540,919) (4,650,239)
Net realized gain:
Class A ($.05 and $0.01 per share, respectively) (4,378,793) (624,075)
Class B ($.05 and $0.01 per share, respectively) (256,891) (43,661)
Class C ($.05 and $0.01 per share, respectively) (1,352,268) (190,920)
Class R ($0.05 and $0.01 per share, respectively) (978) (5)
Class Y ($0.05 and $0.01 per share, respectively) (1,618,867) (184,467)
- -----------------------------------------------------------------------------------------------
Total distributions to shareowners $ (47,901,017) $ (20,626,701)
- -----------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $1,890,643,887 $2,066,748,759
Reinvestment of distributions 40,163,910 17,398,541
Cost of shares repurchased (886,720,525) (562,649,037)
- -----------------------------------------------------------------------------------------------
Net increase in net assets resulting from Fund
share transactions $1,044,087,272 $1,521,498,263
- -----------------------------------------------------------------------------------------------
Net increase in net assets $ 630,682,748 $1,853,381,632
NET ASSETS:
Beginning of year 3,109,097,773 1,255,716,141
- -----------------------------------------------------------------------------------------------
End of year $3,739,780,521 $3,109,097,773
- -----------------------------------------------------------------------------------------------
Undistributed net investment income $ 23,820,845 $ 23,031,983
===============================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Cullen Value Fund | Annual Report | 6/30/08
'08 Shares '08 Amount '07 Shares '07 Amount
Class A
Shares sold 57,870,904 $1,192,374,226 61,832,165 $1,220,948,227
Reinvestment of distributions 1,134,394 24,110,632 550,862 10,927,966
Less shares repurchased (27,942,632) (576,729,971) (20,467,656) (413,581,805)
- ---------------------------------------------------------------------------------------------------
Net increase 31,062,666 $ 639,754,887 41,915,371 $ 818,294,388
===================================================================================================
Class B
Shares sold 1,612,699 $ 32,953,953 3,014,943 $ 58,613,504
Reinvestment of distributions 26,529 557,776 11,854 233,322
Less shares repurchased (1,467,472) (29,794,387) (1,116,576) (22,154,742)
- ---------------------------------------------------------------------------------------------------
Net increase 171,756 $ 3,717,342 1,910,221 $ 36,692,084
===================================================================================================
Class C
Shares sold 10,070,755 $ 205,742,055 16,183,786 $ 315,120,489
Reinvestment of distributions 176,469 3,710,610 84,443 1,660,924
Less shares repurchased (5,958,167) (121,415,066) (2,346,183) (47,109,602)
- ---------------------------------------------------------------------------------------------------
Net increase 4,289,057 $ 88,037,599 13,922,046 $ 269,671,811
===================================================================================================
Class R
Shares sold 254,752 $ 5,176,970 14,961 $ 303,866
Reinvestment of distributions 305 6,448 -- --
Less shares repurchased (44,703) (904,753) (774) (16,342)
- ---------------------------------------------------------------------------------------------------
Net increase 210,354 $ 4,278,665 14,187 $ 287,524
===================================================================================================
Class Y
Shares sold 21,808,234 $ 454,396,683 23,926,529 $ 471,762,673
Reinvestment of distributions 552,167 11,778,444 230,091 4,576,329
Less shares repurchased (7,553,819) (157,876,348) (3,885,630) (79,786,546)
- ---------------------------------------------------------------------------------------------------
Net increase 14,806,582 $ 308,298,779 20,270,990 $ 396,552,456
===================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 25
Financial Highlights
Year Ended Year Ended Year Ended Year Ended Year Ended
6/30/08 6/30/07 6/30/06 6/30/05(a) 6/30/04
Class A
Net asset value, beginning of period $ 21.21 $ 18.28 $ 16.19 $ 13.96 $ 11.27
- ----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.24 $ 0.26 $ 0.14 $ 0.05 $ 0.02
Net realized and unrealized gain (loss) on investments (2.16) 2.86 2.23 2.55 2.71
- ----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (1.92) $ 3.12 $ 2.37 $ 2.60 $ 2.73
Distributions to shareowners:
Net investment income (0.27) (0.18) (0.06) (0.03) (0.04)
Net realized gain (0.05) (0.01) (0.22) (0.34) --
- ----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.24) $ 2.93 $ 2.09 $ 2.23 $ 2.69
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.97 $ 21.21 $ 18.28 $ 16.19 $ 13.96
============================================================================================================================
Total return* (9.22)% 17.13% 14.73% 18.81% 24.24%
Ratio of net expenses to average net assets+ 1.09% 1.09% 1.15% 1.66% 1.92%
Ratio of net investment income to average net assets+ 1.28% 1.67% 1.57% 0.62% 0.32%
Portfolio turnover rate 13% 15% 21% 49% 70%
Net assets, end of period (in thousands) $2,224,629 $1,828,453 $809,593 $98,690 $33,089
Ratios with no reimbursement of fees and assumption of
expenses by PIM and no reduction for fees paid indirectly:
Net expenses 1.09% 1.09% 1.15% 1.64% 1.92%
Net investment income 1.28% 1.67% 1.57% 0.64% 0.32%
Ratios with reimbursement of fees and assumption of
expenses by PIM and reduction for fees paid indirectly:
Net expenses 1.09% 1.08% 1.15% 1.66% 2.00%
Net investment income 1.29% 1.68% 1.57% 0.62% 0.24%
============================================================================================================================
(a) Effective December 28, 2004 PIM became the sub-advisor fo the Fund and
subsequently became the advisor on February 28, 2005.
* 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.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
26 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Year Ended Year Ended Year Ended 2/28/05(a)
6/30/08 6/30/07 6/30/06 to 6/30/05
Class B
Net asset value, beginning of period $ 20.96 $ 18.11 $ 16.15 $ 16.05
- ------------------------------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ 0.08 $ 0.10 $ 0.04 $ 0.01
Net realized and unrealized gain (loss) on investments (2.16) 2.81 2.16 0.09
- ------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (2.08) $ 2.91 $ 2.20 $ 0.10
Distributions to shareowners:
Net investment income (0.08) (0.05) (0.02) --
Net realized gain (0.05) (0.01) (0.22) --
- ------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.21) $ 2.85 $ 1.96 $ 0.10
- ------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.75 $ 20.96 $ 18.11 $ 16.15
==================================================================================================================
Total return* (9.99)% 16.09% 13.66% 0.62%***
Ratio of net expenses to average net assets+ 1.93% 2.00% 2.09% 2.10%**
Ratio of net investment income to average net assets+ 0.44% 0.75% 0.56% 0.40%**
Portfolio turnover rate 13% 15% 21% 49%
Net assets, end of period (in thousands) $104,145 $112,795 $62,860 $ 12,454
Ratios with no waiver of fees and assumption of expenses by
PIM and no reduction for fees paid indirectly:
Net expenses 1.93% 2.00% 2.09% 2.19%**
Net investment income 0.44% 0.75% 0.56% 0.31%**
Ratios with waiver of fees and assumption of expenses by
PIM and reduction for fees paid indirectly:
Net expenses 1.92% 1.99% 2.09% 2.10%**
Net investment income 0.45% 0.76% 0.56% 0.40%**
==================================================================================================================
(a) Class B shares were first publicly offered on February 28, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 27
Financial Highlights (continued)
Year Ended Year Ended Year Ended 2/28/05(a)
6/30/08 6/30/07 6/30/06 to 6/30/05
Class C
Net asset value, beginning of period $ 20.95 $ 18.12 $ 16.15 $ 16.05
- -------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.09 $ 0.11 $ 0.05 $ 0.01
Net realized and unrealized gain (loss) on investments (2.15) 2.82 2.17 0.09
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (2.06) $ 2.93 $ 2.22 $ 0.10
Distributions to shareowners:
Net investment income (0.12) (0.09) (0.03) --
Net realized gain (0.05) (0.01) (0.22) --
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.23) $ 2.83 $ 1.97 $ 0.10
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.72 $ 20.95 $ 18.12 $ 16.15
===================================================================================================================
Total return* (9.92)% 16.21% 13.81% 0.62%***
Ratio of net expenses to average net assets+ 1.85% 1.87% 1.94% 2.15%**
Ratio of net investment income to average net assets+ 0.51% 0.89% 0.83% 0.34%**
Portfolio turnover rate 13% 15% 21% 49%
Net assets, end of period (in thousands) $588,241 $568,385 $239,241 $ 15,560
Ratios with no waiver of fees and assumption of expenses by
PIM and no reduction for fees paid indirectly:
Net expenses 1.85% 1.87% 1.94% 2.27%**
Net investment income 0.51% 0.89% 0.83% 0.22%**
Ratios with waiver of fees and assumption of expenses by
PIM and reduction for fees paid indirectly:
Net expenses 1.84% 1.87% 1.94% 2.15%**
Net investment income 0.52% 0.89% 0.83% 0.34%**
===================================================================================================================
(a) Class C shares were first publicly offered on February 28, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Year Ended 11/1/06 (a)
6/30/08 to 6/30/07
Class R
Net asset value, beginning of period $ 21.15 $ 19.51
- --------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.32 $ 0.28
Net realized and unrealized gain (loss) on investments (2.29) 1.56
- --------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (1.97) $ 1.84
Distributions to shareowners:
Net investment income (0.29) (0.19)
Net realized gain (0.05) (0.01)
- --------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.31) $ 1.64
- --------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.84 $ 21.15
============================================================================================
Total return* (9.51)% 9.52%***
Ratio of net expenses to average net assets+ 1.41% 1.40%**
Ratio of net investment income to average net assets+ 1.13% 1.47%**
Portfolio turnover rate 13% 15%
Net assets, end of period (in thousands) $ 4,231 $ 300
Ratios with no waiver of fees and assumption of expenses by PIM
and no reduction for fees paid indirectly:
Net expenses 1.48% 1.62%**
Net investment income 1.06% 1.25%**
Ratios with waiver of fees and assumption of expenses by PIM
and reduction for fees paid indirectly:
Net expenses 1.40% 1.40%**
Net investment income 1.14% 1.47%**
============================================================================================
(a) Class R shares were first publicly offered on November 1, 2006.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
*** Not annualized.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 29
Financial Highlights (continued)
Year Ended Year Ended Year Ended 2/28/05(a)
6/30/08 6/30/07 6/30/06 to 6/30/05
Class Y
Net asset value, beginning of period $ 21.30 $ 18.34 $ 16.20 $ 16.05
- -------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.29 $ 0.28 $ 0.10 $ 0.03
Net realized and unrealized gain (loss) on investments (2.14) 2.91 2.33 0.12
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (1.85) $ 3.19 $ 2.43 $ 0.15
Distributions to shareowners:
Net investment income (0.33) (0.22) (0.07) --
Net realized gain (0.05) (0.01) (0.22) --
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.23) $ 2.96 $ 2.14 $ 0.15
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.07 $ 21.30 $ 18.34 $ 16.20
===================================================================================================================
Total return* (8.87)% 17.47% 15.12% 0.93%***
Ratio of net expenses to average net assets+ 0.75% 0.77% 0.83% 0.99%**
Ratio of net investment income to average net assets+ 1.62% 2.00% 1.91% 1.60%**
Portfolio turnover rate 13% 15% 21% 49%
Net assets, end of period (in thousands) $818,534 $599,166 $144,022 $ 5,082
Ratios with no waiver of fees and assumption of expenses by
PIM and no reduction for fees paid indirectly:
Net expenses 0.75% 0.77% 0.83% 0.99%**
Net investment income 1.62% 2.00% 1.91% 1.60%**
Ratios with waiver of fees and assumption of expenses by
PIM and reduction for fees paid indirectly:
Net expenses 0.75% 0.77% 0.83% 0.99%**
Net investment income 1.62% 2.00% 1.91% 1.60%**
===================================================================================================================
(a) Class Y shares were first publicly offered on February 28, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Notes To Financial Statements | 6/30/08
1. Organization and Significant Accounting Policies
Pioneer Cullen Value Fund (the Fund) is a diversified series of Pioneer Series
Trust III, a Delaware statutory trust registered under the Investment Company
Act of 1940 as an open-end management investment company. The investment
objective of the Fund is to seek capital appreciation. Current income is a
secondary objective.
The Fund offers five classes of shares -- Class A, Class B, Class C, Class R,
and Class Y shares. Class R shares were first publicly offered on November 1,
2006. Each class of shares represents an interest in the same portfolio of
investments of the Fund and has equal rights to voting, redemptions, dividends
and liquidation, except that the level of transfer agent and distribution fees
may differ among classes. Class A, Class B, Class C, and Class R shareowners
have exclusive voting rights with respect to the distribution plan for each
class. There is no distribution plan for Class Y 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 gains and losses on investments during the reporting year.
Actual results could differ from those estimates.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors. The Fund's prospectuses contain information regarding
the Fund's principal risks. Please refer to those documents when considering the
Fund's risks.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. In
computing the net asset value, securities are valued at the last sale price
on the principal exchange where they are traded. Securities that have not
traded on the
Pioneer Cullen Value Fund | Annual Report | 6/30/08 31
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 may also 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 June 30, 2008 there were no securities fair
valued. Temporary cash investments are valued at cost which approximates
market value.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in the exercise of reasonable diligence. Dividend and interest income
is recorded on the accrual basis, net of unrecoverable foreign taxes
withheld at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required. Tax
years prior to 2004 are closed (not subject to examination by tax
authorities) due to the expiration of statute of limitations; all other tax
years are open.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Fund's distributions may be
shown in the accompanying financial statements as from or in excess of net
investment income or as from net realized gain on investment transactions,
or as from paid-in capital, depending on the type of book/tax differences
that may exist.
At June 30, 2008, The fund had a net capital loss carryforward of
$11,033,627 which will expire in 2016 if not utilized.
The Fund has elected to defer $89,056,914 of capital losses recognized
between November 1, 2007 and November 30, 2007 to its fiscal year ending
June 30, 2009.
32 Pioneer Cullen Value Fund | Annual Report | 6/30/08
At June 30, 2008, the Fund has reclassified $858 to decrease undistributed
net investment income and $858 to increase accumulated net realized gain on
investments, to reflect permanent book/tax differences. The
reclassification has no impact on the net assets of the Fund and presents
the Fund's capital accounts on a tax basis.
The tax character of distributions paid during the years ended June 30,
2008 and June 30, 2007 was as follows:
2008 2007
Distributions paid from:
Ordinary income $40,293,220 $19,583,573
Long-term capital gain 7,607,797 1,043,128
---------------------------------------------------------------------------
Total $47,901,017 $20,626,701
===========================================================================
The following shows the components of distributable earnings on a federal
income tax basis at June 30, 2008:
2008
Distributable earnings:
Undistributed ordinary income $ 23,820,845
Capital loss carryforward (11,033,627)
Current year Post-October loss deferred (89,056,914)
Unrealized appreciation 47,813,628
---------------------------------------------------------------------------
Total $ (28,456,068)
===========================================================================
The difference between book-basis and tax-basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A.
(UniCredit), earned approximately $38,554 in underwriting commissions on
the sale of Class A shares during the year ended June 30, 2008.
D. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on their respective percentage of adjusted net assets at the
beginning of the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B, Class C, and Class R shares of the Fund,
respectively. Class Y shares are not subject to a distribution plan (see
Note 4). Shareowners of each class participate in all expenses and fees
paid to the
Pioneer Cullen Value Fund | Annual Report | 6/30/08 33
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).
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, on the same day, and in
the same amount, except that Class A, Class B, Class C, Class R, and Class
Y shares can bear different transfer agent and distribution expense rates.
E. 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.
F. Securities Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a loan, the Fund receives
collateral and earns income in the form of negotiated lenders' fees. The
Fund also continues to receive interest or payments in lieu of dividends on
the securities loaned. Gain or loss on the fair value of the loaned
securities that may occur during the term of the loan will be for the
account of the Fund. The loans are secured by collateral which is required
to be at least 102%, at all times, of the fair value of the securities
loaned. The amount of collateral is required to be adjusted daily to
reflect any price fluctuation in the value of the loaned securities. The
Fund has the right under the lending agreement to recover the securities
from the borrower on demand. The Fund invests cash collateral in cash
equivalent investments. Securities lending collateral is managed by Credit
Suisse.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. PIM receives a basic fee that is calculated at the annual rate of
0.70% of the Fund's average daily net assets up to $1 billion, 0.65% of the next
$1 billion, 0.60% of the next $1 billion, and 0.55% of assets over $3 billion.
For the year ended June 30, 2008, the effective management fee (net of waivers
and/or assumption of expenses) was equivalent to 0.64% of the Fund's average
daily net assets.
34 Pioneer Cullen Value Fund | Annual Report | 6/30/08
PIM, and not the Fund, pays a portion of the fee it receives from the Fund to
Cullen LLC as compensation for Cullen's subadvisory services to the Fund.
Through November 1, 2009 PIM has agreed not to impose all or a portion of its
management fee and to assume other operating expenses of the Fund to the extent
necessary to limit Class A expenses to 1.25% of the average daily net assets
attributable to Class A shares. Through November 1, 2009, PIM has agreed not to
impose all or a portion of its management fee and to assume other operating
expenses of the Fund to the extent necessary to limit Class B, Class C and Class
R expenses to 2.15%, 2.15% and 1.40% of the average daily net assets
attributable to Class B, Class C and Class R shares, respectively.
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. Included in "Due to affiliates" reflected on the
Statement of Assets and Liabilities is $198,973 in management fees,
administrative costs and certain others services payable to PIM at June 30,
2008.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities are $427,892 in transfer agent fees payable to PIMSS at June 30,
2008.
4. Distribution and Service Plans
The Fund adopted a Plan of Distribution with respect to Class A, Class B, Class
C, and Class R shares in accordance with Rule 12b-1 of the Investment Company
Act of 1940. Effective February 1, 2008, under the Class A Plan, the Fund pays
PFD a service fee equal to 0.25% of the average daily net assets attributable to
Class A shares to finance activities primarily intended to result in the sale of
Class A shares. Prior to February 1, 2008, PFD was reimbursed for service fees
in an amount up to 0.25% of the average daily net assets attributable to 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. This
fee consists of a 0.25% service fee and a 0.75% distribution fee both paid as
compensation for personal services and/or account maintenance services or
distribution services with regard to Class B and Class C shares. Pursuant to the
Class R Plan, the Fund pays PFD 0.50% of the net average daily net assets
attributable to Class R shares as compensation for distribution services. The
Fund also has adopted a separate service plan for Class R shares (Service Plan).
The Service Plan authorizes the Fund to pay securities dealers, plan
administrators or other service organizations that agree to provide certain
services to retirement plans or plan participants holding shares of the Fund a
service fee of up to 0.25% of the Fund's average daily net assets attributable
to Class R shares held by such plans. Prior to February 1, 2008, PFD was
reimbursed under the Plan of Distribution for distribution expenses in an amount
Pioneer Cullen Value Fund | Annual Report | 6/30/08 35
up to 0.25% of the average daily net assets attributable to Class A shares.
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $101,870 in distribution fees payable to PFD at June 30, 2008.
In addition, redemptions of each class of shares (except Class R and Class Y
shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of
1.00% may be imposed on redemptions of certain net asset value purchases of
Class A shares within 18 months of purchase. Class B shares that are redeemed
within five years of purchase are subject to a CDSC at declining rates beginning
at 4.00%, based on the lower of cost or market value of shares being redeemed.
Redemptions of Class C shares within one year of purchase are subject to a CDSC
of 1.00%. There is no CDSC for Class R and Class Y shares. Proceeds from the
CDSCs are paid to PFD. For the year ended June 30, 2008, CDSCs in the amount of
$589,628 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 June 30, 2008, the Fund's expenses were
reduced by $107,767 under such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $200 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 $200 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
June 30, 2008, the Fund had no borrowings under this agreement.
7. New Pronouncements
In September 2006, Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS 157), was issued and is effective for fiscal years
beginning after November 15, 2007. SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. Management is currently evaluating the impact the adoption of SFAS
157 will have on the Fund's financial statement disclosures.
In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures
about Derivative Instruments and Hedging Activities ("SFAS 161"), was issued and
is effective for fiscal years beginning after November 15, 2008. SFAS 161
requires enhanced disclosures about an entity's derivative and hedging
activities. Management is currently evaluating the impact the adoption of SFAS
161 will have on the Fund's financial statement disclosures.
36 Pioneer Cullen Value Fund | Annual Report | 6/30/08
ADDITIONAL INFORMATION (unaudited)
For the year ended June 30, 2008, certain dividends paid by the Fund may be
subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax
Relief Reconciliation Act (the Act) of 2003. The Fund intends to designate up to
the maximum amount of such dividends allowable under the Act, as taxed at a
maximum rate of 15%. Complete information will be computed and reported in
conjunction with your 2007 form 1099-DIV.
The qualifying percentage of the Fund's ordinary income dividends for the
purpose of the corporate dividends received deduction was 100.0%.
Results of Shareholder Meeting (unaudited)
At a special meeting held on May 13, 2008, and adjourned to June 19, 2008 with
respect to certain proposals, shareholders of the Fund were asked to consider
the proposals described below. A report of the total votes cast by the Fund's
shareholders follows:
- -----------------------------------------------------------------------------------------------------
Broker
For Withhold Abstain Non-Votes
- -----------------------------------------------------------------------------------------------------
Proposal 1 -- To elect Trustees
John F. Cogan, Jr. 98,029,403.656 3,414,292.611 3,232.927 0
Daniel K. Kingsbury 98,045,083.614 3,398,612.653 3,232.927 0
David R. Bock 98,050,244.212 3,393,452.055 3,232.927 0
Mary K. Bush 98,026,460.608 3,417,235.659 3,232.927 0
Benjamin M. Friedman 98,037,626.254 3,404,508.316 4,794.624 0
Margaret B.W. Graham 98,044,963.367 3,398,732.900 3,232.927 0
Thomas J. Perna 98,042,643.112 3,401,053.155 3,232.927 0
Marguerite A. Piret 98,043,861.236 3,399,835.031 3,232.927 0
Stephen K. West 98,030,284.131 3,413,412.136 3,232.927 0
John Winthrop 98,042,230.830 3,401,465.437 3,232.927 0
- -----------------------------------------------------------------------------------------------------
Broker
For Against Abstain Non-Votes
- -----------------------------------------------------------------------------------------------------
Proposal 2 -- To approve
an amendment to the 22,623,747.000
Declaration of Trust 73,104,078.796 9,140,471.457 2,269,315.019
- -----------------------------------------------------------------------------------------------------
Broker
For Against Abstain Non-Votes
- -----------------------------------------------------------------------------------------------------
Proposal 3A -- To approve
changes to the Fund's
fundamental investment
policy relating to borrowing
money 69,775,513.372 4,118,942.732 1,964,345.090 25,588,128.000
Proposal 3B -- To approve
changes to the Fund's
fundamental investment
policy relating to
underwriting 69,851,451.653 3,995,431.263 2,011,918.279 25,588,128.000
Pioneer Cullen Value Fund | Annual Report | 6/30/08 37
- -----------------------------------------------------------------------------------------------------
Broker
For Against Abstain Non-Votes
- -----------------------------------------------------------------------------------------------------
Proposal 3C -- To approve
changes to the Fund's
fundamental investment
policy relating to lending 69,736,275.007 4,125,356.013 1,997,170.174 25,588,128.000
Proposal 3D -- To approve
changes to the Fund's
fundamental investment
policy relating to issuing
senior securities 69,997,193.660 3,881,946.008 1,979,661.527 25,588,128.000
Proposal 3E -- To approve
changes to the Fund's
fundamental investment
policy relating to real estate 69,859,003.195 4,022.561.099 1,977,236.900 25,588,128.000
Proposal 3F -- To approve
changes to the Fund's
fundamental investment
policy relating to
commodities 69,860,748.140 4,014,284.429 1,983,768.625 25,588,128.000
Proposal 3G -- To approve
changes to the Fund's
fundamental investment
policy relating to
concentration 69,908,417.284 3,942,567.004 2,007,816.907 25,588,128.000
Proposal 3H -- To approve
changes to the Fund's
fundamental investment
policy relating to
diversification 70,083,815.777 3,836,678.212 1,938,307.205 25,588,128.000
Proposal 3I -- To approve
the conversion of the Fund's
investment objective from
fundamental to non- 22,623,747.000
fundamental 72,058,204.658 9,913,767.674 2,541,892.940
- -----------------------------------------------------------------------------------------------------
Broker
For Against Abstain Non-Votes
- -----------------------------------------------------------------------------------------------------
Proposal 4 -- To approve an
Amended and Restated
Management Agreement 25,588,128.000
with PIM 72,461,369.087 1,476,183.471 1,921,248.636
- -----------------------------------------------------------------------------------------------------
Broker
For Against Abstain Non-Votes
- -----------------------------------------------------------------------------------------------------
Proposal 5 -- To approve a
policy allowing the
appointment of unaffiliated
sub-advisers and
amendments to sub-
advisory agreements without
shareholder approval 72,072,094.567 9,990,986.534 2,450,784.171 22,623,747.000
38 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareowners of Pioneer Cullen Value Fund:
- --------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
Cullen Value Fund (the "Fund"), including the schedule of investments, as of
June 30, 2008, 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 periods indicated
therein. 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.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Fund's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the 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 June 30, 2008 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 Cullen Value Fund as of June, 30, 2008, 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 periods
indicated therein, in conformity with U.S. generally accepted accounting
principles.
/s/Ernst + Young LLP
Boston, Massachusetts
August 18, 2008
Pioneer Cullen Value Fund | Annual Report | 6/30/08 39
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the Fund's investment
adviser pursuant to an investment advisory agreement between PIM and the Fund.
The Trustees of the Fund, as required by law, determine annually whether to
continue the investment advisory agreement for the Fund. In connection with
their most recent consideration of the investment advisory agreement for the
Fund, the Trustees received and reviewed a substantial amount of information
provided by PIM in response to requests of the independent Trustees and their
independent legal counsel. The independent Trustees met on a number of occasions
with PIM and also separately with their independent legal counsel to evaluate
and discuss the information provided to them by PIM. At a meeting held on
November 13, 2007, based on their evaluation of the information provided by PIM,
the Trustees, including the independent Trustees voting separately, unanimously
approved the continuation of the investment advisory agreement for another year.
At a meeting held on January 8, 2008, the Trustees considered whether an amended
and restated investment advisory agreement for the Fund should be approved for
an initial period ending December 31, 2009. The management fee to be paid by the
Fund to PIM under the amended and restated investment advisory agreement is the
same as the management fee provided in the previously approved investment
advisory agreement. Based on their evaluation of the information provided by
PIM, including the information provided by PIM in connection with the Trustees'
most recent approval of the continuation of the previous investment advisory
agreement, the Trustees, including the independent Trustees voting separately,
unanimously approved the amended and restated investment advisory agreement.
Shareholders of the Fund approved the amended and restated investment advisory
agreement at a meeting held on May 13, 2008.
In considering the amended and restated investment advisory agreement, the
Trustees considered various factors that they determined were relevant,
including the factors described below. The Trustees did not identify any single
factor as the controlling factor in determining to approve the amended and
restated investment advisory agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that were
provided by PIM to the Fund under the previous investment advisory agreement,
and that would continue to be provided by PIM to the Fund under the amended and
restated investment advisory agreement, taking into account the investment
objective and strategy of the Fund and the information related to
40 Pioneer Cullen Value Fund | Annual Report | 6/30/08
the Fund provided to the Trustees at each quarterly meeting. The Trustees
reviewed the terms of the amended and restated investment advisory agreement.
The Trustees also reviewed PIM's investment approach for the Fund and its
research process. The Trustees considered the resources of PIM and the personnel
of PIM who provide investment management services to the Fund. They also
considered PIM's compliance and legal resources and personnel.
In addition, the Trustees considered the other services that PIM provided under
the previous investment advisory agreement and that PIM would continue to
provide to the Fund under the amended and restated investment advisory agreement
and that, as administrator, PIM is responsible for the administration of the
Fund's business and other affairs. It was noted that PIM supervises and monitors
the performance of the Fund's service providers and provides the Fund with
personnel (including officers) as are necessary for the Fund's operations. The
Trustees considered the fees paid to PIM for the provision of such services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that PIM would continue to provide to the Fund under the
amended and restated investment advisory agreement, were satisfactory and
consistent with the terms of the amended and restated investment advisory
agreement.
Performance of the Fund
The Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
average performance of its peer group of funds as classified by Morningstar,
Inc. (Morningstar), an independent provider of investment company data, and with
the performance of the Fund's benchmark index. The Trustees noted that the Fund
commenced operations on March 1, 2005. They considered that the Fund's
annualized total return was in the fifth quintile of its Morningstar category
for the one year period ended June 30, 2007 and in the first quintile of its
Morningstar category for the three and five year periods ended June 30, 2007.
(In all quintile rankings referred to throughout this disclosure, first quintile
is most favorable to the Fund's shareowners. Thus, highest relative performance
would be first quintile and lowest relative expenses would also be first
quintile.) After discussing the reasons for the Fund's short-term
underperformance with PIM, the Trustees concluded that the investment
performance of the Fund was satisfactory.
Management Fee and Expenses
The Trustees considered that the management fee to be paid by the Fund to PIM
under the amended and restated investment advisory agreement would be the same
as the management fee to be paid by the Fund under the previously approved
investment advisory agreement. The Trustees considered information on the fees
and expenses of the Fund in comparison to the management
Pioneer Cullen Value Fund | Annual Report | 6/30/08 41
fees of its peer group of funds as classified by Morningstar and the expense
ratios of a peer group of funds selected on the basis of criteria determined by
the independent Trustees for this purpose using data provided by Strategic
Insight Mutual Fund Research and Consulting, LLC (Strategic Insight), an
independent third party.
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2007 was in the second quintile relative to the management fees
paid by other funds in its peer group Morningstar category for the comparable
period. The Trustees also considered that the Fund's expense ratio for the
twelve months ended June 30, 2007 was in the third quintile relative to its
Strategic Insight peer group. It was noted that PIM did not currently manage any
accounts with an investment objective and strategies that were similar to the
Fund.
The Trustees concluded that the management fee payable by the Fund to PIM was
reasonable in relation to the nature and quality of services provided, taking
into account the fees charged by other advisers for managing comparable mutual
funds with similar strategies. The Trustees also concluded that the Fund's
expense ratio was reasonable, taking into account the size of the Fund, the
quality of services provided by PIM, the investment performance of the Fund and
the contractual expense limitation agreed to by PIM with respect to the Fund.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Fund in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
recognized that PIM should be entitled to earn a reasonable level of profit for
the services provided to the Fund. The Trustees concluded that PIM's
profitability with respect to the management of the Fund was not unreasonable.
Economies of Scale
The Trustees considered the economies of scale with respect to the management of
the Fund, whether the Fund had appropriately benefited from any economies of
scale, and whether there was potential for realization of any further economies
of scale.
42 Pioneer Cullen Value Fund | Annual Report | 6/30/08
The Trustees concluded that, because of the breakpoints in the management fee
schedule and the reduced fee rates above certain asset levels, any perceived or
potential economies of scale would be shared between PIM and the Fund.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Fund. The Trustees considered that affiliates of PIM serve as the Fund's
transfer agent and distributor. The Trustees considered the receipt by PIM and
its affiliates of sales loads and payments under Rule 12b-1 plans in respect of
the Fund and the other Pioneer funds and the benefits to PIM and its affiliates
from the use of "soft" commission dollars generated by the Fund to pay for
research and brokerage services. The Trustees further considered the intangible
benefits to PIM by virtue of its relationship with the Fund and the other
Pioneer funds. The Trustees concluded that the receipt of these benefits was
reasonable in the context of the overall relationship between PIM and the Fund.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the independent Trustees, concluded that the terms of
the amended and restated investment advisory agreement between PIM and the Fund,
including the fees payable thereunder, were fair and reasonable and voted to
approve the amended and restated investment advisory agreement for the Fund.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 43
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
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Trustees and Officers
The Board of Trustees provides broad supervision over the fund's affairs. The
officers of the fund are responsible for the fund's operations. The 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 1940 Act are referred to as Interested Trustees. Trustees who are
not interested persons of the fund are referred to as Independent Trustees. Each
of the Trustees (except Mr. West, Mr. Bock and Dr. Friedman) serves as a Trustee
of each of the 77 U.S. registered investment portfolios for which Pioneer serves
as investment adviser (the "Pioneer Funds"). Mr. West serves as Trustee of 33 of
the 77 Pioneer Funds, Mr. Bock serves as Trustee of 76 of the 77 Pioneer Funds,
and Dr. Friedman serves as Trustee of 71 of the 77 Pioneer Funds. The address
for all Trustees and all officers of the fund is 60 State Street, Boston,
Massachusetts 02109.
44 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Interested Trustees
Position Held Term of Office and
Name, Age and Address With the Fund Length of Service
John F. Cogan, Jr. (82)* Chairman of the Board, Trustee since 2004.
Trustee and President Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------------
Daniel K. Kingsbury (49)* Trustee and Executive Trustee since March
Vice President 2007. Serves until a
successor trustee is
elected or earlier retire-
ment or removal.
- ----------------------------------------------------------------------------------
Interested Trustees
- ----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Other Directorships
Name, Age and Address Principal Occupation During Past Five Years Held by this Trustee
John F. Cogan, Jr. (82)* Deputy Chairman and a Director of Pioneer Global Asset Manage- None
ment S.p.A. ("PGAM"); Non-Executive Chairman and a Director of
Pioneer Investment Management USA Inc. ("PIM-USA"); Chairman
and a Director of Pioneer; Chairman and Director of Pioneer Institu-
tional Asset Management, Inc. (since 2006); Director of Pioneer
Alternative Investment Management Limited (Dublin); President
and a Director of Pioneer Alternative Investment Management (Ber-
muda) Limited and affiliated funds; Director of PIOGLOBAL Real
Estate Investment Fund (Russia) (until June 2006); Director of
Nano-C, Inc. (since 2003); Director of Cole Management Inc.
(since 2004); Director of Fiduciary Counseling, Inc.; President and
Director of Pioneer Funds Distributor, Inc. ("PFD") (until May
2006); President of all of the Pioneer Funds; and Of Counsel,
Wilmer Cutler Pickering Hale and Dorr LLP
- -----------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (49)* Director, CEO and President of Pioneer Investment Management None
USA Inc. (since February 2007); Director and President of
Pioneer Investment Management, Inc. and Pioneer Institutional
Asset Management, Inc. (since February 2007); Executive Vice
President of all of the Pioneer Funds (since March 2007); Direc-
tor of Pioneer Global Asset Management S.p.A. (since April
2007); Head of New Markets Division, Pioneer Global Asset Man-
agement S.p.A. (2000 - 2007)
- -----------------------------------------------------------------------------------------------------------------------
*Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are officers or directors of the fund's investment
adviser and certain of its affiliates.
- ------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund | Annual Report | 6/30/08
45
Independent Trustees
Position Held Term of Office and
Name, Age and Address With the Fund Length of Service
David R. Bock (64) Trustee Trustee since 2005.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------------
Mary K. Bush (60) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------------
Benjamin M. Friedman (63) Trustee Trustee since May,
2008. Serves until a
successor trustee is
elected or earlier retire-
ment or removal.
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name, Age and Address Principal Occupation During Past Five Years Held by this Trustee
David R. Bock (64) Executive Vice President and Chief Financial Officer, I-trax, Inc. Director of Enterprise Com-
(publicly traded health care services company) (2004 - 2007); munity Investment, Inc.
Partner, Federal City Capital Advisors (boutique merchant bank) (privately-held affordable
(1997 to 2004 and 2008 - present); and Executive Vice Presi- housing finance company);
dent and Chief Financial Officer, Pedestal Inc. (internet-based and Director of New York
mortgage trading company) (2000 - 2002) Mortgage Trust (publicly
traded mortgage REIT)
- ----------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (60) President, Bush International, LLC (international financial advi- Director of Marriott Interna-
sory firm) tional, Inc., Director of Dis-
cover Financial Services
(credit card issuer and elec-
tronic payment services);
Director of Briggs & Stratton
Co. (engine manufacturer);
Director of UAL Corporation
(airline holding company)
Director of Mantech Interna-
tional Corporation (national
security, defense, and intel-
ligence technology firm);
and Member, Board of Gov-
ernors, Investment Com-
pany Institute
- ----------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (63) Professor, Harvard University Trustee, Mellon Institutional
Funds Investment Trust and
Mellon Institutional Funds
Master Portfolio (oversees 17
portfolios in fund complex)
- ----------------------------------------------------------------------------------------------------------------------------------
46 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Position Held Term of Office and
Name, Age and Address With the Fund Length of Service
Margaret B.W. Graham (61) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------------
Thomas J. Perna (57) Trustee Trustee since 2006.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------------
Marguerite A. Piret (60) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------------
Stephen K. West (79) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------------
John Winthrop (71) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name, Age and Address Principal Occupation During Past Five Years Held by this Trustee
Margaret B.W. Graham (61) Founding Director, Vice-President and Corporate Secretary, The None
Winthrop Group, Inc. (consulting firm); and Desautels Faculty of
Management, McGill University
- ----------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (57) Private investor (2004 - present); and Senior Executive Vice Director of Quadriserv Inc.
President, The Bank of New York (financial and securities ser- (technology products for
vices) (1986 - 2004) securities lending industry)
- ----------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (60) President and Chief Executive Officer, Newbury, Piret & Company, Director of New America
Inc. (investment banking firm) High Income Fund, Inc.
(closed-end investment
company)
- ----------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (79) Senior Counsel, Sullivan & Cromwell LLP (law firm) Director, The Swiss Helvetia
Fund, Inc. (closed-end
investment company)
- ----------------------------------------------------------------------------------------------------------------------------------
John Winthrop (71) President, John Winthrop & Co., Inc. (private investment firm) None
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund | Annual Report | 6/30/08
47
Fund Officers
Position Held Term of Office and
Name, Age and Address With the Fund Length of Service
Dorothy E. Bourassa (60) Secretary Since 2004. Serves at
the discretion of the
Board
- ----------------------------------------------------------------------------------
Christopher J. Kelley (43) Assistant Secretary Since 2004. Serves at
the discretion of the
Board
- ----------------------------------------------------------------------------------
Mark E. Bradley (48) Treasurer Since March 2004.
Serves at the discretion
of the Board
- ----------------------------------------------------------------------------------
Luis I. Presutti (43) Assistant Treasurer Since 2004. Serves at
the discretion of the
Board
- ----------------------------------------------------------------------------------
Gary Sullivan (50) Assistant Treasurer Since 2004. Serves at
the discretion of the
Board
- ----------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name, Age and Address Principal Occupation During Past Five Years Held by this Trustee
Dorothy E. Bourassa (60) Secretary of PIM-USA; Senior Vice President - Legal of Pioneer; None
Secretary/Clerk of most of PIM-USA's subsidiaries; and Secretary
of all of the Pioneer Funds since September 2003 (Assistant
Secretary from November 2000 to September 2003)
- ------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (43) Associate General Counsel of Pioneer since January 2008 and None
Assistant Secretary of all of the Pioneer Funds since September
2003; Vice President and Senior Counsel of Pioneer from July
2002 to December 2007
- ------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (48) Vice President - Fund Accounting, Administration and Controller- None
ship Services of Pioneer; and Treasurer of all of the Pioneer
Funds since March 2008; Deputy Treasurer of Pioneer from
March 2004 to February 2008; Assistant Treasurer of all of the
Pioneer Funds from March 2004 to February 2008; and Treasurer
and Senior Vice President, CDC IXIS Asset Management Services
from 2002 to 2003
- ------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (43) Assistant Vice President - Fund Accounting, Administration and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (50) Fund Accounting Manager - Fund Accounting, Administration and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------
48 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Position Held
Name, Age and Address With the Fund
Katherine Kim Sullivan (34) Assistant Treasurer
- --------------------------------------------------------------------------------------------------------------------
Teri W. Anderholm (48) Chief Compliance Officer
- --------------------------------------------------------------------------------------------------------------------
The outstanding capital stock of PFD, Pioneer and PIMSS is indirectly wholly owned by UniCredit S.p.A. ("UniCredit"),
one of the largest banking groups in Italy. Pioneer, the fund's
investment adviser, provides investment management and financial services to mutual funds, institutional and other
clients.
Term of Office and
Name, Age and Address Length of Service
Katherine Kim Sullivan (34) Since 2004. Serves at
the discretion of the
Board
- --------------------------------------------------------------------------------------------------------------------
Teri W. Anderholm (48) Since January 2007.
Serves at the discretion
of the Board
- --------------------------------------------------------------------------------------------------------------------
The outstanding capital stock of PFD, Pioneer and PIMSS is indirectly wholly owned by UniCredit S.p.A. ("UniCredit"),
one of the largest banking groups in Italy. Pioneer, the fund's investment adviser, provides investment management
and financial services to mutual funds, institutional and other clients.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 49
This page for your notes.
50 Pioneer Cullen Value Fund | Annual Report | 6/30/08
This page for your notes.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 51
This page for your notes.
52 Pioneer Cullen Value Fund | Annual Report | 6/30/08
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@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: pioneerinvestments.com
Before investing consider the Fund's investment objectives, risks, charges and
expenses. Contact your advisor or Pioneer Investments for a prospectus
containing this information. Read it carefully.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Fund,
including fees associated with the annual filing of its
Form N-1A, totaled approximately $29,800 in 2008
and $28,715 in 2007.
(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 Fees
There were no fees for audit-related services
provided to the Fund during the fiscal years ended
June 30, 2008 and 2007.
(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 approximately $8,290 and $7,820 in
2008 and 2007, respectively.
(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.
All Other Fees
There were no fees for other services
provided to the Fund during the fiscal years ended
June 30, 2008 and 2007.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
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 Fund's 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 June 30, 2008 and 2007, there
were no services provided to an affiliate that
required the Fund's audit committee pre-approval.
(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 aggregate non-audit fees for the Fund and
affiliates, as previously defined, totaled
approximately $8,290 in 2008 and $7,820 in 2007.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust III
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date August 29, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date August 29, 2008
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer
Date August 29, 2008
* Print the name and title of each signing officer under his or her signature.