OMB APPROVAL
OMB Number: 3235-0570
Expires: August 31, 2010
Estimated average burden
hours per response.....18.9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21460
Pioneer Series Trust II
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: December 31
Date of reporting period: January 1, 2009 through December 31, 2009
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
Pioneer AMT-Free
Municipal Fund
- --------------------------------------------------------------------------------
Annual Report | December 31, 2009
- --------------------------------------------------------------------------------
Ticker Symbols:
Class A PBMFX
Class B PBMUX
Class C MNBCX
Class Y PBYMX
[LOGO] PIONEER
Investments(R)
visit us: pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 7
Prices and Distributions 8
Performance Update 9
Comparing Ongoing Fund Expenses 13
Schedule of Investments 15
Financial Statements 21
Notes to Financial Statements 29
Report of Independent Registered Public Accounting Firm 36
Approval of Investment Advisory Agreement 38
Trustees, Officers and Service Providers 42
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 1
President's Letter
Dear Shareowner,
Stock and bond markets around the globe have begun to recover over the past
year from one of their most tumultuous periods in history. This is a welcome
relief, and we are generally optimistic about the prospects for the economy
going forward. Still, challenges remain. Unemployment is high; consumer demand
and loan growth are weak; and housing has not returned to normal.
At Pioneer, we have long advocated the benefits of investing for the long term.
This strategy has generally performed well for many investors. Those who
remained invested in the market during the downturn have most likely seen their
portfolios start to recover over the past year, as the Dow Jones Industrial
Average climbed back from the depressed levels we saw in early 2009. Many bond
investors have similarly seen a strong rebound, with a broad-based recovery
occurring across many different fixed-income asset classes. The riskiest asset
classes, such as high-yield bonds, outperformed other fixed-income asset
classes during most of 2009.
At Pioneer, we are not changing the approach to investing that we have used for
more than 80 years. We remain focused on company fundamentals and risk
management. Our investment process is based on careful research into individual
companies, quantitative analysis, and active portfolio management. This
three-pillared process, which we apply to each of our portfolios, is supported
by an integrated team approach and is designed to carefully balance risk and
reward. While we see potential opportunities for making money in many corners
of the markets around the globe, it takes research and experience to separate
solid investment opportunities from speculation.
Following this difficult period, many investors are rethinking their approach
to investing and risk management. Some are questioning whether the basic
investment principles they were taught in the past are still useful in today's
markets. Complicating matters is that financial markets remain unpredictable.
Our advice, as always, is to work closely with a trusted financial advisor to
discuss your goals and work together to develop an investment strategy that
meets your individual needs. There is no single best strategy that works for
every investor.
2 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA Inc.
Any information in this 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 AMT-Free Municipal Fund | Annual Report | 12/31/09 3
Portfolio Management Discussion | 12/31/09
In the following interview, Lead Portfolio Manager David Eurkus outlines the
investment environment for tax-free bonds during the Pioneer AMT-Free Municipal
Fund's most recent fiscal year ended December 31, 2009, the Fund's performance,
his investment strategy and his outlook going forward.
Q How did the Fund perform during the 12 months ended December 31, 2009?
A For the 12 months ended December 31, 2009, Pioneer AMT-Free Municipal Fund's
Class A shares produced a 24.01% return at net asset value, while the
Fund's benchmark, the Barclays Capital (formerly Lehman Brothers) Municipal
Bond Index, returned 12.91%. Over the same period, the average return of
the 248 funds in Lipper's General Municipal Debt category was 16.85%.
Q How would you describe the investing environment for tax-exempt bonds during
the 12 months ended December 31, 2009?
A Coming into the period, the municipal bond market had been negatively
affected by the great disruption in the financial markets that took place
during much of 2008. In the face of a near-meltdown in the U.S. financial
system, yields on municipal bonds had skyrocketed as liquidity dried up,
new issuance came to a halt and many financial institutions and individuals
indiscriminately sold municipal bonds, fleeing to the perceived safety of
the Treasury market.
During 2009, however, the municipal bond market staged a dramatic recovery,
as market confidence and U.S. credit flows were gradually restored. In a
major boost for municipals, we witnessed record inflows of $78 billion into
the tax-exempt mutual fund market as investors began to seek higher tax-
equivalent yields. Municipal bond prices rose steadily and their yields
gradually approached more accustomed levels.
Notable in the midst of the extraordinary turbulence for the financial
markets over the past two years was the fact that the relationship between
yields of 30-year, AAA-rated municipals as compared with Treasury bonds of
similar maturity became skewed to an unprecedented degree. At the peak of
the tumult for the markets in late 2008, long-term tax-exempt issues
yielded as much as 225% to comparable Treasuries. In contrast, over the
past 20 years, municipals, due to their tax-free status and very low
historic default rate, have typically yielded approximately 90% as much as
Treasuries. As of December 31, 2009, that ratio had declined back down to
approximately 88%.
4 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Q What was your overall strategy for the Fund during the 12 months ended
December 31, 2009?
A Our principal investment strategy for the Fund is to purchase and hold
discounted long-term municipal bonds, as these investments offer the
highest yields in the tax-exempt marketplace. We also believe that
longer-term issues offer the most attractive value over time.
During the 12-month period, we continued to maintain a strong focus on
portfolio quality. As of the close of the period on December 31, 2009, 22%
of the Fund's portfolio was rated AAA or the equivalent, and 78% was rated
A or better. In addition, the Fund was broadly diversified among a wide
range of municipal bond sectors.
Q What were the most significant contributors to and detractors from the Fund's
performance during the 12 months ended December 31, 2009?
A Because we were comfortable with the bond positions that had already been
built into the Fund's portfolio -- and with the Fund's long-duration stance
-- we did not make any significant purchases or sales over the 12-months
period. As the tax-exempt market began to stage a dramatic recovery, our
broadly diversified, long-duration stance contributed strongly to the
Fund's significant outperformance of its benchmark and peers during the
last fiscal year (Duration is a measure of a portfolio's sensitivity to
changes in interest rates). At the same time, the Fund's holdings in
California detracted somewhat from returns, as the state's weak economy,
budgetary problems and the political impasse over efforts to balance the
budget negatively affected the performance of many California-based
municipal issues.
Q What is your outlook?
A We believe that the U.S. economy will continue to grow, albeit at a slow
rate. Inflation seems to be under control, and based on its regular series
of statements, the Federal Reserve Board will most likely refrain from
raising short-term interest rates for the next several months.
We remain optimistic regarding the prospects for the tax-exempt market, as
municipal yields continue to look attractive on a tax-equivalent basis
compared with Treasuries. In addition, the introduction of the Build
America Bonds program (as part of the large Federal stimulus package),
which allows state and local governments to obtain subsidized financing in
the taxable market, should make existing municipal bonds more attractive by
reducing their supply over the next several years. And given the budgetary
difficulties in various parts of the country, many states, as well as the
Federal government, are proposing new or increased taxes, which should lend
additional value to tax-exempt instruments. Perhaps most important when
looking over the longer term, national demographic trends have favored the
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 5
municipal market, as the baby-boom generation gradually shifts from seeking
capital appreciation through equities to a search for dependable tax-free
income in retirement, through the holding of municipal investments.
The Fund will continue to hold select long-term tax-exempt bonds that we
believe have the strongest opportunity to perform well, and will seek to
avoid municipals that could falter due to budgetary problems on the part of
their issuers. The Fund will also continue to look for opportunities to
lock in attractive yields from high-quality tax-free bonds. We believe that
Pioneer AMT-Free Municipal Fund continues to be a suitable vehicle for
appropriate long-term investors seeking high income free from Federal
taxes.
Please refer to the Schedule of Investments on pages 15-20 for a full listing
of Fund securities.
When interest rates rise, the prices of fixed-income securities in the Fund
will generally fall. Conversely, when interest rates fall, the prices of
fixed-income securities in the Fund will generally rise. Investments in the
Fund are subject to possible loss due to the financial failure of issuers of
underlying securities and their inability to meet their debt obligations.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
Past performance is not guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of fund management as of the date of this report.
These opinions should not be relied upon for any other purposes.
6 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Portfolio Summary | 12/31/09
Portfolio Quality
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
AAA 22.3%
AA 32.9%
A 23.5%
BBB 20.4%
BB & Lower 0.9%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Insured 44.7%
Health 19.7%
Various Revenues 10.8%
Power 6.3%
Water & Sewer 6.0%
Escrowed 3.4%
Housing 3.0%
Special Revenues 2.6%
Education 1.9%
General Obligation 1.1%
Transportation 0.5%
10 Largest Holdings*
- ---------------------------------------------------------------------------------------------
(As a percentage of total long-term holdings)
1. Indianapolis State Development Finance Authority, 5.6%, 12/1/32 3.49%
- ---------------------------------------------------------------------------------------------
2. California Statewide Communities Development Authority, 5.0%, 8/15/47 3.25
- ---------------------------------------------------------------------------------------------
3. California State, 4.25%, 8/1/33 2.86
- ---------------------------------------------------------------------------------------------
4. Piedmont Municipal Power Agency, 5.25%, 1/1/21 2.84
- ---------------------------------------------------------------------------------------------
5. Dallas County Texas Utilities & Reclamation, 5.375%, 2/15/29 2.80
- ---------------------------------------------------------------------------------------------
6. Massachusetts State Housing Finance Agency, 5.4%, 12/1/28 2.65
- ---------------------------------------------------------------------------------------------
7. North Carolina Eastern Municipal Power, 6.0%, 1/1/22 2.61
- ---------------------------------------------------------------------------------------------
8. Public Authority For Colorado Energy, 6.5%, 11/15/38 2.54
- ---------------------------------------------------------------------------------------------
9. New Jersey Transportation, 0.0%, 12/15/27 2.25
- ---------------------------------------------------------------------------------------------
10. King County Washington Public Hospital, 5.25%, 12/1/37 2.11
- ---------------------------------------------------------------------------------------------
* This list excludes temporary cash and derivative instruments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any security
listed.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 7
Prices and Distributions | 12/31/09
Net Asset Value per Share
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class 12/31/09 12/31/08
- --------------------------------------------------------------------------------
A $ 12.86 $ 10.90
- --------------------------------------------------------------------------------
B $ 12.78 $ 10.83
- --------------------------------------------------------------------------------
C $ 12.77 $ 10.83
- --------------------------------------------------------------------------------
Y $ 12.84 $ 10.89
- --------------------------------------------------------------------------------
Distributions per Share: 1/1/09-12/31/09
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
- --------------------------------------------------------------------------------
A $ 0.6070 $ -- $ 0.0048
- --------------------------------------------------------------------------------
B $ 0.4972 $ -- $ 0.0048
- --------------------------------------------------------------------------------
C $ 0.5036 $ -- $ 0.0048
- --------------------------------------------------------------------------------
Y $ 0.6349 $ -- $ 0.0048
- --------------------------------------------------------------------------------
Index Definitions
- --------------------------------------------------------------------------------
The Barclays Capital Municipal Bond Index is a broad measure of the municipal
bond market. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" charts
shown on pages 9-12.
8 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Performance Update | 12/31/09 Class A Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer AMT-Free Municipal Fund at public offering price,
compared to that of the Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2009)
- --------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
- --------------------------------------------------------------------------------
10 Years 5.61% 5.12%
5 Years 3.37 2.42
1 Year 24.01 18.46
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2009)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
0.88% 0.82%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Barclays Capital
Pioneer AMT-Free Municipal Bond
Municipal Fund Index
-------------- -----
12/99 9,550 10,000
10,861 11,168
12/01 11,395 11,741
12,531 12,869
12/03 13,240 13,552
13,962 14,160
12/05 14,633 14,657
15,394 15,367
12/07 15,609 15,883
13,291 15,490
12/09 16,482 17,491
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 4.5% 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.
Pioneer AMT-Free Municipal Fund was created through the reorganization of
predecessor fund, Safeco Municipal Bond Fund, on December 10, 2004. The
performance of Class A shares of the Fund includes the performance of the
predecessor fund's Class A shares, which has been restated to reflect
differences in any applicable sales charges (but not differences in expenses).
If all the expenses of the Fund were reflected, the performance would be lower.
The net expense ratio reflects the contractual expense limitation currently in
effect through 5/1/12 for Class A shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 9
Performance Update | 12/31/09 Class B Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer AMT-Free Municipal Fund, compared to that of the
Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2009)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
10 Years 4.76% 4.76%
5 Years 2.51 2.51
1 Year 22.97 18.97
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2009)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
1.72% 1.72%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Barclays Capital
Pioneer AMT-Free Municipal Bond
Municipal Fund Index
-------------- -----
12/99 10,000 10,000
11,286 11,168
12/01 11,753 11,741
12,817 12,869
12/03 13,450 13,552
14,066 14,160
12/05 14,630 14,657
15,268 15,367
12/07 15,338 15,883
12,946 15,490
12/09 15,919 17,491
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). Class B shares reflect the deduction of the maximum applicable
contingent deferred sales charge (CDSC). The maximum CDSC is 4.0% and declines
over five years.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses
will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
Pioneer AMT-Free Municipal Fund was created through the reorganization of
predecessor fund, Safeco Municipal Bond Fund, on December 10, 2004. The
performance of Class B shares of the Fund includes the performance of the
predecessor fund's Class B shares, which has been restated to reflect
differences in any applicable sales charges (but not differences in expenses).
If all the expenses of the Fund were reflected, the performance would be lower.
The net expense ratio reflects the contractual expense limitation currently in
effect through 5/1/11 for Class B shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
10 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Performance Update | 12/31/09 Class C Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer AMT-Free Municipal Fund, compared to that of the
Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2009)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
Life-of-Class
(10/1/2003) 2.98% 2.98%
5 Years 2.54 2.54
1 Year 22.93 22.93
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2009)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
1.65% 1.65%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Barclays Capital
Pioneer AMT-Free Municipal Bond
Municipal Fund Index
-------------- -----
10/03 10,000 10,000
12/03 10,210 10,188
10,663 10,644
12/05 11,065 11,018
11,566 11,552
12/07 11,643 11,940
9,831 11,645
12/09 12,086 13,148
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). The performance of Class C shares does not
reflect the 1% front-end sales charge in effect prior to February 1, 2004. If
you paid a 1% sales charge, your returns would be lower than those shown above.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
Pioneer AMT-Free Municipal Fund was created through the reorganization of
predecessor fund, Safeco Municipal Bond Fund, on December 10, 2004. The
performance of Class C shares of the Fund includes the performance of the
predecessor fund's Class C shares, which has been restated to reflect
differences in any applicable sales charges (but not differences in expenses).
If all the expenses of the Pioneer fund were reflected, the performance would
be lower.
The net expense ratio reflects the contractual expense limitation currently in
effect through 5/1/11 for Class C shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 11
Performance Update | 12/31/09 Class Y Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer AMT-Free Municipal Fund, compared to that of the
Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2009)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
10 Years 5.70% 5.70%
5 Years 3.54 3.54
1 Year 24.22 24.22
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2009)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
0.58% 0.58%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Barclays Capital
Pioneer AMT-Free Municipal Bond
Municipal Fund Index
-------------- -----
12/99 10,000 10,000
11,375 11,168
12/01 11,934 11,741
13,124 12,869
12/03 13,867 13,552
14,623 14,160
12/05 15,325 14,657
16,128 15,367
12/07 16,397 15,883
14,009 15,490
12/09 17,402 17,491
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 Class Y shares on November
10, 2006, reflects the NAV performance of the Fund's Class A shares. The
performance does not reflect differences in expenses, including the Rule 12b-1
fees applicable to Class A shares. Since fees for Class A shares are generally
higher than those of Class Y shares, the performance for Class Y shares prior
to its inception would have been higher than that shown. Class Y shares are not
subject to sales charges and are available for limited groups of eligible
investors, including institutional investors. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
Pioneer AMT-Free Municipal Fund was created through the reorganization of
predecessor Safeco Municipal Bond Fund on December 10, 2004. The performance of
Class Y shares of the Fund includes the net asset value performance of the
predecessor fund's Class A shares prior to the reorganization, which has not
been restated to reflect differences in expenses, including 12b-1 fees
applicable to Class A shares. If all the expenses of the Fund were reflected,
the performance would be lower.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
12 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
- --------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer AMT-Free Municipal Fund
Based on actual returns from July 1, 2009 through December 31, 2009.
- ---------------------------------------------------------------------------------------
Share Class A B C Y
- ---------------------------------------------------------------------------------------
Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value on 7/1/09
- ---------------------------------------------------------------------------------------
Ending Account $ 1,096.17 $ 1,091.90 $ 1,092.23 $ 1,097.54
Value on 12/31/09
- ---------------------------------------------------------------------------------------
Expenses Paid $ 4.33 $ 9.02 $ 8.65 $ 3.07
During Period*
- ---------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 0.82%, 1.71%,
1.64% and 0.58%, for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/365 (to reflect the one-half year period).
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 13
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the
5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer AMT-Free Municipal Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from July 1, 2009 through December 31, 2009.
- ---------------------------------------------------------------------------------------
Share Class A B C Y
Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value on 7/1/09
- ---------------------------------------------------------------------------------------
Ending Account $ 1,021.07 $ 1,016.59 $ 1,016.94 $ 1,022.28
Value on 12/31/09
- ---------------------------------------------------------------------------------------
Expenses Paid $ 4.18 $ 8.69 $ 8.34 $ 2.96
During Period*
- ---------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 0.82%, 1.71%,
1.64% and 0.58%, for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/365 (to reflect the one-half year period).
14 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Schedule of Investments | 12/31/09
- ---------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
- ---------------------------------------------------------------------------------------------------
MUNICIPAL BONDS -- 99.2%
Alabama -- 1.4%
$ 5,000,000 NR/NR Alabama Drinking Water Finance Authority,
4.0%, 8/15/28 $ 4,516,700
3,000,000 A+/A3 Birmingham Alabama Waterworks & Sewer,
4.375%, 1/1/32 2,777,940
------------
$ 7,294,640
- ---------------------------------------------------------------------------------------------------
Arizona -- 3.4%
6,300,000 AA-/A1 Arizona Board Regents Certificates Partnerships,
4.0%, 6/1/31 $ 5,477,346
6,000,000 A+/NR Arizona Health Facilities Authority Revenue,
5.5%, 1/1/38 6,042,420
7,155,000 AA/Aa3 Maricopa County Arizona High School District,
3.5%, 7/1/25 6,592,474
------------
$ 18,112,240
- ---------------------------------------------------------------------------------------------------
California -- 26.3%
4,000,000 A/A2 Alameda Corridor Transportation Authority,
4.75%, 10/1/25 $ 4,007,720
3,500,000 A/A3 Alameda County California Redevelopment Agency,
4.375%, 8/1/30 2,909,795
5,000,000 A/A3 Anaheim California Public Financing Authority Lease,
4.25%, 9/1/35 4,247,950
2,000,000 A/NR California Health Facilities Financing Authority,
5.0%, 3/1/33 1,837,880
2,000,000 A/A2 California Health Facilities, 5.625%, 7/1/32 2,024,020
4,000,000 BBB-/Baa2 California Municipal Finance Agency, 5.25%, 2/1/37 3,466,640
19,000,000 A/Baa1 California State, 4.25%, 8/1/33 15,136,540
10,000,000 AA-/A1 California Statewide, 5.75%, 7/1/47 10,293,000
20,955,000 BBB+/Baa2 California Statewide Communities Development
Authority, 5.0%, 8/15/47 17,181,424
4,000,000 A/NR California Statewide Communities Development
Authority, 5.75%, 8/15/38 3,901,080
10,000,000 A+/Aa3 California Statewide Community, 5.25%, 11/15/48 9,366,600
9,000,000 AAA/Aaa Foothills/Eastern Corridor, 0.0%, 1/1/26 4,563,450
2,100,000 AA-/WR Fresno Joint Powers Financing Authority Lease Revenue,
4.75%, 9/1/28 2,102,604
2,500,000 BBB+/Baa2 Inglewood California Redevelopment Agency Tax
Allocation, 4.75%, 5/1/38 1,897,425
2,500,000 AA-/Aa3 Los Angeles County Unified School District,
4.25%, 1/1/28 2,287,500
3,000,000 A/A2 Long Beach California Finance Authority,
5.5%, 11/15/37 2,840,520
3,000,000 NR/WR Los Angeles County California Certificates of
Participation, 4.75%, 3/1/23 2,855,760
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 15
Schedule of Investments | 12/31/09 (continued)
- ---------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
- ---------------------------------------------------------------------------------------------------
California -- (continued)
$ 3,000,000 A+/NR Los Angeles County Sanitation Districts Financing
Authority Revenue, 4.5%, 10/1/35 $ 2,668,560
4,000,000 A-/NR Madera California Irrigation District Water Revenue,
5.5%, 1/1/33 4,096,120
3,680,000 A+/Baa1 Madera California Public, 4.375%, 3/1/31 3,301,622
3,000,000 AAA/Aa3 Modesto California Wastewater Revenue,
4.25%, 11/1/36 2,546,190
1,785,000 AAA/Aa3 Oakland California Unified School District,
4.375%, 8/1/31 1,572,460
1,600,000 A+/WR Oxnard California School District, 4.375%, 8/1/33 1,432,544
7,000,000 A-/NR Pittsburg California Redevelopment Agency,
6.5%, 9/1/28 7,627,830
3,815,000 A-/NR Pittsburg California Redevelopment Agency,
4.25%, 9/1/34 2,876,243
2,180,000 A/Baa1 Pomona Unified School District, 6.55%, 8/1/29 2,553,565
2,095,000 BBB+/NR Redding California Redevelopment, 4.5%, 9/1/26 1,764,660
1,500,000 BBB+/NR Redding California Redevelopment, 5.0%, 9/1/36 1,261,395
3,000,000 A-/Aaa Rialto California Redevelopment Agency Tax Allocation,
6.25%, 9/1/37 2,984,070
1,500,000 A+/A3 San Bernardino County California Certificates of
Participation, 5.5%, 8/1/24 1,500,015
2,500,000 A/A1 San Francisco California City & County Apartments
Community International Airport, 4.5%, 5/1/32 2,298,100
10,865,000 A/A3 San Jose California Redevelopment Agency Tax,
4.9%, 8/1/33 9,540,448
1,500,000 A/A2 Santa Cruz County California, Redevelopment Agency
Tax Allocation, 6.625%, 9/1/29 1,605,330
------------
$140,549,060
- ---------------------------------------------------------------------------------------------------
Colorado -- 5.2%
6,555,000 A-/A3 Colorado Springs Colorado Hospital Revenue,
6.375%, 12/15/30 $ 6,683,216
8,220,000 AAA/Aa3 Colorado Water & Power Development Authority,
4.375%, 8/1/35 7,696,633
12,500,000 A/A2 Public Authority For Colorado Energy, 6.5%, 11/15/38 13,423,625
------------
$ 27,803,474
- ---------------------------------------------------------------------------------------------------
District of Columbia -- 1.2%
8,000,000 NR/A2 District of Columbia, 4.25%, 6/1/37 $ 6,447,680
------------
$ 6,447,680
- ---------------------------------------------------------------------------------------------------
Florida -- 4.3%
2,000,000 A-/A3 Brevard County Florida Health, 5.0%, 4/1/34 $ 1,802,520
2,500,000 A-/A2 County of Miami-Dade, 5.5%, 10/1/41 2,537,475
8,000,000 AA/Aa1 Escambia County Florida Health Facilities,
5.25%, 11/15/32 8,119,760
The accompanying notes are an integral part of these financial statements.
16 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
- ---------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
- ---------------------------------------------------------------------------------------------------
Florida -- (continued)
$ 1,000,000 AA+/NR Florida State Department Children and Families
Certificates, 5.0%, 10/1/25 $ 1,019,430
1,000,000 NR/A3 Hillsborough County Florida, 5.25%, 10/1/24 1,002,270
7,500,000 NR/Baa2 Tallahassee Florida Health, 6.375%, 12/1/30 7,528,200
1,000,000 A/Baa1 Village Center Community Development Florida,
5.0%, 11/1/32 808,500
------------
$ 22,818,155
- ---------------------------------------------------------------------------------------------------
Georgia -- 0.9%
5,000,000 A/A2 Main Street Natural Gas, Inc., Georgia, 5.5%, 9/15/28 $ 4,907,950
------------
$ 4,907,950
- ---------------------------------------------------------------------------------------------------
Illinois -- 4.0%
2,500,000 NR/Baa2 Illinois Finance Authority, 6.5%, 4/1/39 $ 2,495,775
2,000,000 AAA/NR Illinois Finance Authority, 6.0%, 8/15/25 2,085,900
10,000,000 AAA/A3 Metropolitan Pier & Expo, 5.25%, 6/15/42 10,094,000
5,000,000 AAA/#Aaa Metropolitan Pier & Expo, 7.0%, 7/1/26 6,699,250
------------
$ 21,374,925
- ---------------------------------------------------------------------------------------------------
Indiana -- 4.7%
2,000,000 AA/Aa2 Indiana Bond Bank, 5.5%, 2/1/29 $ 2,129,280
5,000,000 A+/A2 Indiana Health & Educational Facilities Authority,
4.75%, 2/15/34 4,369,300
19,000,000 BBB+/Baa1 Indianapolis State Development Finance Authority,
5.6%, 12/1/32 18,501,820
------------
$ 25,000,400
- ---------------------------------------------------------------------------------------------------
Kentucky -- 0.1%
435,000 NR/Baa1 Kentucky Economic Development Finance,
6.625%, 10/1/28 $ 442,965
------------
$ 442,965
- ---------------------------------------------------------------------------------------------------
Louisiana -- 0.9%
5,000,000 AA/Aa2 Louisiana State Gas & Fuels Tax, 4.5%, 5/1/41 $ 4,750,150
------------
$ 4,750,150
- ---------------------------------------------------------------------------------------------------
Massachusetts -- 4.7%
14,675,000 A/Baa1 Massachusetts State Housing Finance Agency,
5.4%, 12/1/28 $ 14,023,137
5,000,000 AA+/Aa2 Massachusetts State Water Authority, 4.0%, 8/1/46 4,183,000
7,330,000 AAA/Aaa Massachusetts Water Pollution Abatement Revenue,
3.5%, 8/1/26 7,131,577
------------
$ 25,337,714
- ---------------------------------------------------------------------------------------------------
Maryland -- 0.4%
2,000,000 BBB+/A3 Maryland Economic Development Corp., 6.2%, 1/9/22 $ 2,277,120
------------
$ 2,277,120
- ---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 17
Schedule of Investments | 12/31/09 (continued)
- ---------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
- ---------------------------------------------------------------------------------------------------
Michigan -- 1.6%
$ 3,000,000 AAA/Aa3 Detroit Michigan Sewer District, 6.25%, 7/1/36 $ 3,240,810
5,000,000 AA/Aa1 Michigan State Hospital Finance Authority, 5.5%, 11/15 5,140,550
------------
$ 8,381,360
- ---------------------------------------------------------------------------------------------------
Montana -- 0.5%
2,785,000 A-/Baa1 Forsyth Montana Pollution Control Revenue,
5.0%, 3/1/31 $ 2,648,646
------------
$ 2,648,646
- ---------------------------------------------------------------------------------------------------
North Carolina -- 2.6%
12,000,000 A-/Baa1 North Carolina Eastern Municipal Power, 6.0%, 1/1/22 $ 13,799,520
------------
$ 13,799,520
- ---------------------------------------------------------------------------------------------------
North Dakota -- 0.6%
3,000,000 NR/WR Grand Forks North Dakota Health Care Systems,
7.125%, 8/15/24 $ 3,154,860
------------
$ 3,154,860
- ---------------------------------------------------------------------------------------------------
New Jersey -- 2.8%
30,000,000 AAA/Aa1 New Jersey Transportation, 0.0%, 12/15/27 $ 11,934,600
4,500,000 BBB/Baa3 Tobacco Settlement Financing Corp., 5.0%, 6/1/41 3,100,095
------------
$ 15,034,695
- ---------------------------------------------------------------------------------------------------
Nevada -- 0.8%
5,000,000 A-/A3 Reno Nevada Hospital Revenue, 5.25%, 6/1/41 $ 4,491,700
------------
$ 4,491,700
- ---------------------------------------------------------------------------------------------------
New York -- 3.9%
2,000,000 A-/A3 Long Island Power Authority, 5.75%, 4/1/39 $ 2,152,800
10,000,000 AAA/Aa2 New York City Municipal Finance Water & Sewer Systems
Revenue, 4.25%, 6/15/39 9,274,000
1,295,000 AA-/A1 New York State Dormitory Authority Revenue,
7.5%, 5/15/11 1,408,714
5,250,000 AA-/A1 New York State Dormitory Authority Revenue,
7.5%, 5/15/13 6,185,393
1,500,000 AA-/Aa3 Port Authority of NY & NJ, Ninety Third Series,
6.125%, 6/1/94 1,756,425
------------
$ 20,777,332
- ---------------------------------------------------------------------------------------------------
Ohio -- 0.8%
5,000,000 BBB/Baa3 Buckeye Tobacco Settlement, 5.75%, 6/1/34 $ 4,098,000
------------
$ 4,098,000
- ---------------------------------------------------------------------------------------------------
Oklahoma -- 1.1%
5,590,000 A/Baa1 McGee Creek Authority Water Revenue, 6.0%, 1/1/23 $ 6,020,486
------------
$ 6,020,486
- ---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
- ---------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
- ---------------------------------------------------------------------------------------------------
Pennsylvania -- 4.3%
$10,000,000 A/Baa1 Lehigh County Pennsylvania Industrial Development
Authority Pollution Control, 4.75%, 2/15/27 $ 9,861,200
5,000,000 BBB+/Baa1 Northampton County Pennsylvania General Purpose
Authority Revenue, 5.5%, 8/15/40 4,758,500
6,000,000 AA/Aa2 Philadelphia Pennsylvania Hospital, 4.5%, 7/1/37 5,512,320
3,000,000 A/A3 Southeastern Pennsylvania Transportation Authority,
4.75%, 3/1/29 3,001,440
------------
$ 23,133,460
- ---------------------------------------------------------------------------------------------------
Puerto Rico -- 0.9%
5,000,000 AA-/Aa3 Puerto Rico Sales Tax Financing, 5.25%, 8/1/57 $ 4,965,100
------------
$ 4,965,100
- ---------------------------------------------------------------------------------------------------
South Carolina -- 3.7%
15,000,000 A-/Baa1 Piedmont Municipal Power Agency, 5.25%, 1/1/21 $ 15,031,350
5,000,000 AAA/Aa3 Scago Educational Facilities Corp For School Project,
4.375%, 12/1/31 4,668,650
------------
$ 19,700,000
- ---------------------------------------------------------------------------------------------------
Tennessee -- 0.8%
10,000,000 NR/NR Sumner County Tennessee Health Educational,
5.5%, 11/1/46 $ 4,073,000
------------
$ 4,073,000
- ---------------------------------------------------------------------------------------------------
Texas -- 3.5%
4,475,000 AAA/Aaa Crowley Texas Independent School District,
3.5%, 8/1/36 $ 3,706,195
15,000,000 BBB+/Baa3 Dallas County Texas Utilities & Reclamation,
5.375%, 2/15/29 14,831,250
------------
$ 18,537,445
- ---------------------------------------------------------------------------------------------------
Virginia -- 3.8%
5,000,000 A/Baa1 Chesapeake Bay Bridge and Tunnel Common Virginia
Revenue, 5.5%, 7/1/25 $ 5,295,200
9,490,000 BBB/Baa3 Tobacco Settlement Financing Corp., 5.0%, 6/1/47 6,492,963
7,500,000 BBB+/Baa1 Washington County Industrial, 7.75%, 7/1/38 8,559,450
------------
$ 20,347,613
- ---------------------------------------------------------------------------------------------------
Washington -- 9.0%
5,755,000 A-/WR Centralia Washington Electric Revenue, 4.25%, 12/1/26 $ 5,532,915
10,000,000 AA/NR FYI Properties, 5.5%, 6/1/39 10,509,400
10,850,000 AAA/NR King County Washington Housing Authority, 5.5%,
5/1/38 11,154,777
4,000,000 AA-/A1 King County Washington Public Hospital,
5.25%, 12/1/37 4,123,280
2,939,000 AA+/NR Seattle Washington Housing Authority, 6.6%, 8/20/38 2,993,636
6,290,000 NR/NR Vancouver Washington Housing Authority,
5.65%, 3/1/31 4,986,020
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 19
Schedule of Investments | 12/31/09 (continued)
- ----------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
- ----------------------------------------------------------------------------------------------
Washington -- (continued)
$ 3,450,000 NR/Aaa Washington State Housing Finance, 5.45%, 12/1/33 $ 3,618,220
5,000,000 AAA/Aa2 Washington State Health Care Facilities,
5.25%, 10/1/33 5,110,650
------------
$ 48,028,898
- ----------------------------------------------------------------------------------------------
Wisconsin -- 1.0%
5,185,000 NR/A3 Wisconsin State Health & Educational Facilities
Authority, 5.6%, 2/15/29 $ 5,124,698
------------
$ 5,124,698
- ----------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost $527,392,777) $529,433,286
- ----------------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 99.2%
(Cost $527,392,777) (a) $529,433,286
- ----------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- 0.8% $ 4,388,019
- ----------------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $533,821,307
==============================================================================================
NR Not rated by either S&P or Moody's.
WR Withdrawn Rating.
(a) At December 31, 2009, the net unrealized gain on investments based on
cost for federal income tax purposes of $524,767,365 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $27,389,325
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (22,723,404)
-----------
Net unrealized gain $ 4,665,921
===========
Purchases and sales of securities (excluding temporary cash investments) for
the year ended December 31, 2009 aggregated $83,357,933 and $82,950,909,
respectively.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Highest priority is given to Level 1 inputs and lowest priority is given to
Level 3.
Level 1 -- quoted prices in active markets for identical securities
Level 2 -- other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit risk,
etc.)
Level 3 -- significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments)
The following is a summary of the inputs used as of December 31, 2009, in
valuing the Fund's assets:
- --------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
- --------------------------------------------------------------------------------
Municipal Bonds $-- $529,433,286 $-- $529,433,286
- --------------------------------------------------------------------------------
Total $-- $529,433,286 $-- $529,433,286
================================================================================
The accompanying notes are an integral part of these financial statements.
20 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Statement of Assets and Liabilities | 12/31/09
ASSETS:
Investment in securities, at value (cost $527,392,777) $529,433,286
Receivables --
Fund shares sold 546,921
Interest 7,972,044
Due from Pioneer Investment Management, Inc. 574
Other 59,199
- --------------------------------------------------------------------------------
Total assets $538,012,024
- --------------------------------------------------------------------------------
LIABILITIES:
Payables --
Fund shares repurchased $ 3,128,871
Dividends 795,601
Due to bank 151,504
Due to affiliates 39,688
Accrued expenses 75,053
- --------------------------------------------------------------------------------
Total liabilities $ 4,190,717
- --------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $537,489,488
Undistributed net investment income 3,069,261
Accumulated net realized loss on investments (8,777,951)
Net unrealized gain on investments 2,040,509
- --------------------------------------------------------------------------------
Total net assets $533,821,307
================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $479,598,730/37,280,100 shares) $ 12.86
Class B (based on $5,837,611/456,807 shares) $ 12.78
Class C (based on $26,422,430/2,069,577 shares) $ 12.77
Class Y (based on $21,962,536/1,710,541 shares) $ 12.84
MAXIMUM OFFERING PRICE:
Class A ($12.86 [divided by] 95.50%) $ 13.47
================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 21
Statement of Operations
For the Year Ended 12/31/09
- ------------------------------------------------------------------------------------------
INVESTMENT INCOME:
Interest and other income $28,089,743
- ------------------------------------------------------------------------------------------
Total investment income $ 28,089,743
- ------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 2,321,773
Transfer agent fees
Class A 178,841
Class B 5,276
Class C 9,438
Class Y 492
Distribution fees
Class A 1,098,576
Class B 59,864
Class C 216,361
Shareholder communication expense 104,080
Administrative reimbursements 175,293
Custodian fees 11,810
Registration fees 46,283
Professional fees 99,303
Printing expense 55,455
Fees and expenses of nonaffiliated trustees 17,260
Miscellaneous 55,100
- ------------------------------------------------------------------------------------------
Total expenses $ 4,455,205
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. (271,625)
- ------------------------------------------------------------------------------------------
Net expenses $ 4,183,580
- ------------------------------------------------------------------------------------------
Net investment income $ 23,906,163
- ------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments $ (9,884,318)
- ------------------------------------------------------------------------------------------
Change in net unrealized loss on investments $ 86,797,248
- ------------------------------------------------------------------------------------------
Net gain on investments $ 76,912,930
- ------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $100,819,093
==========================================================================================
The accompanying notes are an integral part of these financial statements.
22 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Statement of Changes in Net Assets
For the Years Ended 12/31/09 and 12/31/08, respectively
- --------------------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/09 12/31/08
- --------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 23,906,163 $ 21,547,447
Net realized gain (loss) on investments (9,884,318) 4,005,583
Change in net unrealized gain (loss) on investments 86,797,248 (97,753,876)
- --------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations $100,819,093 $ (72,200,846)
- --------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.61 and $0.59 per share, respectively) $(21,744,438) $ (19,564,148)
Class B ($0.50 and $0.47 per share, respectively) (245,171) (237,225)
Class C ($0.50 and $0.49 per share, respectively) (888,890) (571,813)
Class Y ($0.63 and $0.63 per share, respectively) (1,096,135) (1,141,052)
Net realized gain:
Class A ($0.01 and $0.07 per share, respectively) (179,999) (2,148,067)
Class B ($0.01 and $0.07 per share, respectively) (2,201) (33,564)
Class C ($0.01 and $0.07 per share, respectively) (9,574) (86,185)
Class Y ($0.01 and $0.07 per share, respectively) (9,025) (122,479)
- --------------------------------------------------------------------------------------------------
Total distributions to shareowners $(24,175,433) $ (23,904,533)
- --------------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 56,636,262 $ 62,854,641
Shares issued in reorganization 73,975,006 --
Reinvestment of distributions 15,054,845 15,053,348
Cost of shares repurchased (80,759,552) (83,439,041)
- --------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from Fund
share transactions $ 64,906,561 $ (5,531,052)
- --------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $141,550,221 $(101,636,431)
NET ASSETS:
Beginning of year 392,271,086 493,907,517
- --------------------------------------------------------------------------------------------------
End of year $533,821,307 $ 392,271,086
- --------------------------------------------------------------------------------------------------
Undistributed net investment income $ 3,069,261 $ 3,964,920
- --------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 23
Statement of Changes in Net Assets (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
'09 Shares '09 Amount '08 Shares '08 Amount
- ------------------------------------------------------------------------------------------------------------------------------------
Class A
Shares sold 3,355,816 $ 40,839,914 3,666,507 $ 46,529,212
Reinvestment of distributions 1,176,375 14,458,732 1,183,415 14,552,600
Shares issued in reorganization 5,703,207 68,324,416 -- --
Less shares repurchased (5,362,126) (66,299,212) (5,860,093) (72,313,927)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) 4,873,272 $ 57,323,850 (1,010,171) $(11,232,115)
====================================================================================================================================
Class B
Shares sold 79,753 $ 951,989 149,173 $ 1,857,683
Reinvestment of distributions 8,871 107,840 10,028 122,813
Shares issued in reorganization 65,510 779,574 -- --
Less shares repurchased (185,481) (2,273,278) (173,390) (2,147,850)
- ------------------------------------------------------------------------------------------------------------------------------------
Net decrease (31,347) $ (433,875) (14,189) $ (167,354)
====================================================================================================================================
Class C
Shares sold 612,081 $ 7,427,598 745,034 $ 9,301,426
Reinvestment of distributions 34,716 424,409 27,650 334,341
Shares issued in reorganization 409,673 4,871,016 -- --
Less shares repurchased (386,538) (4,717,655) (313,737) (3,805,241)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase 669,932 $ 8,005,368 458,947 $ 5,830,526
====================================================================================================================================
Class Y
Shares sold 599,149 $ 7,416,761 406,862 $ 5,166,320
Reinvestment of distributions 5,216 63,864 3,714 43,594
Less shares repurchased (599,847) (7,469,407) (434,802) (5,172,023)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) 4,518 $ 11,218 (24,226) $ 37,891
====================================================================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Financial Highlights
- ------------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/09 12/31/08 12/31/07 12/31/06 12/31/05
- ------------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 10.90 $ 13.50 $ 14.11 $ 14.13 $ 14.38
- ------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.59 $ 0.60 $ 0.62 $ 0.53 $ 0.54
Net realized and unrealized gain (loss) on investments 1.99 (2.54) (0.42) 0.18 0.14
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.58 $ (1.94) $ 0.20 $ 0.71 $ 0.68
Distributions to shareholders:
Net investment income (0.61) (0.59) (0.61) (0.61) (0.64)
Net realized gain (0.01) (0.07) (0.20) (0.12) (0.29)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.96 $ (2.60) $ (0.61) $ (0.02) $ (0.25)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.86 $ 10.90 $ 13.50 $ 14.11 $ 14.13
====================================================================================================================================
Total return* 24.01% (14.85)% 1.40% 5.20% 4.81%
Ratio of net expenses to average net assets+ 0.82% 0.82% 0.82% 0.86% 0.87%
Ratio of net investment income to average net assets+ 4.94% 4.66% 4.45% 4.48% 4.42%
Portfolio turnover rate 18% 27% 18% 8% 12%
Net assets, end of period (in thousands) $479,599 $353,257 $451,219 $471,084 $ 16,033
Ratios with no waiver of fees by the Adviser and
no reduction for fees paid indirectly:
Net expenses 0.88% 0.88% 0.85% 0.96% 1.16%
Net investment income 4.88% 4.60% 4.42% 4.38% 4.13%
Ratios with waiver of fees by the Adviser and
reduction for fees paid indirectly:
Net expenses 0.82% 0.82% 0.82% 0.86% 0.87%
Net investment income 4.94% 4.66% 4.45% 4.48% 4.42%
====================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charged were taken into account.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 25
Financial Highlights (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/09 12/31/08 12/31/07 12/31/06 12/31/05
- ------------------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 10.83 $ 13.41 $ 14.03 $ 14.07 $ 14.34
- ------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.50 $ 0.48 $ 0.48 $ 0.46 $ 0.45
Net realized and unrealized gain (loss) on investments 1.96 (2.52) (0.41) 0.14 0.12
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.46 $ (2.04) $ 0.07 $ 0.60 $ 0.57
Distributions to shareholders:
Net investment income (0.50) (0.47) (0.49) (0.52) (0.55)
Net realized gain (0.01) (0.07) (0.20) (0.12) (0.29)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.95 $ (2.58) $ (0.62) $ (0.04) $ (0.27)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.78 $ 10.83 $ 13.41 $ 14.03 $ 14.07
====================================================================================================================================
Total return* 22.97% (15.60)% 0.46% 4.36% 4.02%
Ratio of net expenses to average net assets+ 1.71% 1.72% 1.72% 1.69% 1.41%
Ratio of net investment income to average net assets+ 4.06% 3.76% 3.55% 3.62% 3.90%
Portfolio turnover rate 18% 27% 18% 8% 12%
Net assets, end of period (in thousands) $ 5,838 $ 5,286 $ 6,737 $ 6,228 $ 2,369
Ratios with no waiver of fees by the Adviser and
no reduction for fees paid indirectly:
Net expenses 1.71% 1.72% 1.78% 1.69% 1.68%
Net investment income 4.06% 3.76% 3.49% 3.62% 3.63%
Ratios with waiver of fees by the
Adviser and reduction for fees paid indirectly:
Net expenses 1.71% 1.72% 1.72% 1.69% 1.41%
Net investment income 4.06% 3.76% 3.55% 3.62% 3.90%
====================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charged were taken into account.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
26 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
- ------------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/09 12/31/08 12/31/07 12/31/06 12/31/05
- ------------------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 10.83 $ 13.42 $ 14.02 $ 14.04 $ 14.34
- ------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.47 $ 0.45 $ 0.45 $ 0.44 $ 0.44
Net realized and unrealized gain (loss) on investments 1.98 (2.48) (0.35) 0.18 0.09
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.45 $ (2.03) $ 0.10 $ 0.62 $ 0.53
Distributions to shareholders:
Net investment income (0.50) (0.49) (0.50) (0.52) (0.54)
Net realized gain (0.01) (0.07) (0.20) (0.12) (0.29)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.94 $ (2.59) $ (0.60) $ (0.02) $ (0.30)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.77 $ 10.83 $ 13.42 $ 14.02 $ 14.04
====================================================================================================================================
Total return* 22.93% (15.56%) 0.67% 4.52% 3.78%
Ratio of net expenses to average net assets+ 1.64% 1.65% 1.58% 1.65% 1.38%
Ratio of net investment income to average net assets+ 4.08% 3.85% 3.66% 3.58% 3.87%
Portfolio turnover rate 18% 27% 18% 8% 12%
Net assets, end of period (in thousands) $ 26,422 $ 15,157 $ 12,620 $ 5,891 $ 1,183
Ratios assuming no waiver of fees and assumption
of expenses by the Adviser and no reduction for
fees paid indirectly:
Net expenses 1.64% 1.65% 1.58% 1.65% 1.63%
Net investment income 4.08% 3.85% 3.66% 3.58% 3.62%
Ratios with waiver of fees by the Adviser and
reduction for fees paid indirectly:
Net expenses 1.64% 1.65% 1.58% 1.65% 1.38%
Net investment income 4.08% 3.85% 3.66% 3.58% 3.87%
====================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charged were taken into account.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 27
Financial Highlights (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended 11/10/06 to
12/31/09 12/31/08 12/31/07 12/31/06 (a)
- ------------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 10.89 $ 13.48 $ 14.09 $ 14.17
- ------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.63 $ 0.62 $ 0.67 $ 0.09
Net realized and unrealized gain (loss) on investments 1.96 (2.51) (0.44) (0.06)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.59 $ (1.89) $ 0.23 $ 0.03
Distributions to shareholders:
Net investment income (0.63) (0.63) (0.64) (0.11)
Net realized gain (0.01) (0.07) (0.20) --
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.95 $ (2.59) $ (0.61) $ (0.08)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.84 $ 10.89 $ 13.48 $ 14.09
====================================================================================================================================
Total return* 24.22% (14.56)% 1.67% 0.21%(b)
Ratio of net expenses to average net assets+ 0.58% 0.58% 0.54% 0.60%**
Ratio of net investment income to average net assets+ 5.17% 4.90% 4.73% 4.49%**
Portfolio turnover rate 18% 27% 18% 8%
Net assets, end of period (in thousands) $ 21,963 $ 18,571 $ 23,331 $ 28,693
Ratios assuming no waiver of fees and assumption of
expenses by the Adviser and no
reduction for fees paid indirectly:
Net expenses 0.58% 0.58% 0.54% 0.60%**
Net investment income 5.17% 4.90% 4.73% 4.49%**
Ratios with waiver of fees by the Adviser and
reduction for fees paid indirectly:
Net expenses 0.58% 0.58% 0.54% 0.60%**
Net investment income 5.17% 4.90% 4.73% 4.49%**
====================================================================================================================================
(a) Class Y Shares were first publicly offered November 10, 2006.
(b) Not Annualized.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
28 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Notes to Financial Statements | 12/31/09
1. Organization and Significant Accounting Policies
Pioneer AMT-Free Municipal Fund (the Fund) is one of three series of portfolios
comprising Pioneer Series Trust II a Delaware statutory trust. The Fund is
registered under the Investment Company Act of 1940 as a diversified, open-end
management investment company. The investment objective of the Fund is to seek
a high level of current income exempt from federal income tax as is consistent
with the relative stability of capital.
The Fund offers four classes of shares designated as Class A, Class B, Class C
and Class Y shares. Effective as of the close of business on December 31, 2009,
Class B shares are no longer offered to new or existing shareholders, except
that dividends and/or capital gain distributions may continue to be reinvested
in Class B shares, and shareholders may exchange their Class B shares for Class
B shares of other Pioneer funds, as permitted by existing exchange privileges.
Each class of shares represents an interest in the same portfolio of
investments of the Fund and has identical rights (based on relative net asset
values) to assets and liquidation proceeds. Share classes can bear different
rates of class-specific fees and expenses such as transfer agent and
distribution fees. Differences in class-specific fees and expenses will result
in differences in net investment income and, therefore, the payment of
different dividends from net investment income earned by each class. The
Amended and Restated Declaration of Trust of the Fund gives the Board the
flexibility to specify either per share voting or dollar-weighted voting when
submitting matters for shareholder approval. Under per share voting, each share
of a class of the Fund is entitled to one vote. Under dollar-weighted voting, a
shareholder's voting power is determined not by the number of shares owned, but
by the dollar value of the shares on the record date. Each share class has
exclusive voting rights with respect to matters affecting only that class,
including with respect to the distribution plan for that class. There is no
distribution plan for Class Y shares. Class B shares convert to Class A shares
approximately eight years after the date of purchase.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors. The Fund's prospectuses contain unaudited information
regarding the Fund's principal risks. Please refer to those documents when
considering the Fund's principal risks.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Fund to, among other things, make estimates and assumptions that affect the
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 29
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses, and gain or loss on investments during the
reporting period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. Fixed income
securities with remaining maturity of more than sixty days are valued at
prices supplied by independent pricing services, which consider such factors
as market prices, market events, quotations from one or more brokers,
Treasury spreads, yields, maturities and ratings. Valuations may be
supplemented by dealers and other sources, as required. Securities for which
independent pricing services are unable to supply prices or for which market
prices and/or quotations are not readily available or are considered to be
unreliable are valued using fair value methods pursuant to procedures adopted
by the Board of Trustees and may include yield equivalents or a pricing
matrix.
The Fund may use fair value methods if it is determined that a significant
event has occurred after the close of the exchange or market on which the
security trades and prior to the determination of the Fund's net asset value.
Thus, the valuation of the Fund's securities may differ from exchange prices.
At December 31, 2009 there were no securities that were valued using fair
value methods. Inputs used in the valuation of a security using fair value
methods include credit ratings, the financial condition of the company
current market conditions and comparable securities. Short-term fixed income
securities with remaining maturities of sixty days or less generally are
valued at amortized cost. Mutual funds are valued at net asset value.
Discount and premium on debt securities are accreted or amortized,
respectively, daily into interest income on a yield-to-maturity basis over
the life of the respective security with a corresponding increase or decrease
in the cost basis of the security. Interest income, including interest on
income bearing cash accounts, is recorded on the accrual basis.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
30 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
B. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal tax provision is required. Tax years for
the prior three fiscal years remain subject to examination by tax
authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal income
tax rules. Therefore, the sources of the Fund's distributions may be shown in
the accompanying financial statements as from or in excess of net investment
income or as from net realized gain on investment transactions, or as from
paid-in capital, depending on the type of book/tax differences that may
exist.
At December 31, 2009, the Fund had a net capital loss carryforward of
$8,777,951, of which the following amounts will expire between 2015 and 2017
if not utilized; $332,580 in 2015, $128,677 in 2016 and $8,316,694 in 2017.
At December 31, 2009, the Fund has reclassified $1,568,530 to decrease
undistributed net investment income and $1,568,530 to decrease accumulated
net realized loss on investments, to reflect permanent book/tax differences.
The reclassification has no impact on the net assets of the Fund and is
desired to present the Fund's capital accounts on a tax basis.
The tax character of distributions paid during the years ended December 31,
2009 and December 31, 2008 was as follows:
- --------------------------------------------------------------------------------
2009 2008
- --------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 323,596 $ 232,704
Tax-exempt income 23,651,944 21,281,534
Long-term capital gain 199,893 2,390,295
- --------------------------------------------------------------------------------
Total $24,175,433 $23,904,533
================================================================================
The following shows the components of distributable earnings on a federal
income tax basis at December 31, 2009:
- --------------------------------------------------------------------------------
2009
- --------------------------------------------------------------------------------
Undistributable earnings:
Undistributed tax-exempt income $ 443,849
Capital loss carryforward (8,777,951)
Unrealized appreciation 4,665,921
- --------------------------------------------------------------------------------
Total $(3,668,181)
================================================================================
The difference between book basis and tax-basis unrealized appreciation is
attributable to the tax treatment of premium and amortization.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 31
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 $33,904 in underwriting commissions on the sale of Class
A shares during the year ended December 31, 2009.
D. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning of
the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund, respectively
(see Note 4). Class Y shares do not pay distribution fees. All expenses and
fees paid to the transfer agent, Pioneer Investment Management Shareholder
Services, Inc. (PIMSS), for its services are allocated among the classes of
shares based on the number of accounts in each class and the ratable
allocation of related out-of-pocket expenses (see Note 3).
The Fund declares, as daily dividends, substantially all of its net
investment income. All dividends are paid on a monthly basis. Short-term
capital gain distributions, if any, may be declared with the daily dividends.
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends Class A, Class B, Class C and Class Y shares can
reflect different transfer agent and distribution expense rates.
2. Management Agreement
Pioneer Investment Management, Inc., (PIM), a wholly owned indirect subsidiary
of UniCredit, manages the Fund's portfolio. Management fees are calculated
daily at the annual rate of 0.50% of the Fund's average daily net assets up to
$250 million; 0.45% of the next $500 million; and 0.40% of the excess over $750
million. For the year ended December 31, 2009, the effective management fee
(excluding waivers and/or assumption of expenses) was equivalent to 0.48% of
the Fund's average daily net assets.
PIM has contractually agreed to limit ordinary operating expenses of the Fund
to the extent required to reduce Fund expenses to 0.82%, 1.72% and 1.72% of the
average daily net assets attributable to Class A, Class B and Class C shares,
respectively. These limitations are in effect through May, 1, 2012 for Class A
shares and through May 1, 2011 for Class B and Class C shares. There can be no
assurance that PIM will extend the expense limit agreement for a class of
shares beyond the date referred to above.
32 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$11,784 in management fees, administrative costs and certain other
reimbursements payable to PIM at December 31, 2009.
3.Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts.
For the year ended December 31, 2009, such out of pocket expenses by class of
shares were as follows:
- --------------------------------------------------------------------------------
Shareholder Communications:
- --------------------------------------------------------------------------------
Class A $ 92,777
Class B 3,120
Class C 6,803
Class Y 1,380
- --------------------------------------------------------------------------------
Total $104,080
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $23,734 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at December 31, 2009.
4. Distribution Plan
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B and Class C
shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net
assets attributable to Class A shares as compensation for personal services
and/or account maintenance services or distribution services with regard to
Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of the
average daily net assets attributable to Class B and Class C shares. The fee
for Class B and Class C shares consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class
C shares. Included in "Due to affiliates" reflected on the Statement of Assets
and Liabilities is $4,170 in distribution fees payable to PFD at December 31,
2009.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 33
shares within 18 months of purchase (within 12 months for purchases made on or
after April 1, 2009). Class B shares that are redeemed within five years of
purchase are subject to a CDSC at declining rates beginning at 4.00%, based on
the lower of cost or market value of shares being redeemed. Redemptions of
Class C shares within one year of purchase are subject to a CDSC of 1.00%,
based on the lower of cost or market value of shares being redeemed. Shares
purchased as part of an exchange remain subject to any CDSC that applied to the
original purchase of those shares. There is no CDSC for Class Y shares.
Proceeds from the CDSCs are paid to PFD. For the year ended December 31, 2009,
CDSCs in the amount of $52,274 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses due to interest earned
on cash held by PIMSS. For the year ended December 31, 2009, the Fund's
expenses were not reduced under such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a $165 million committed, unsecured revolving line of
credit facility. Borrowings are used solely for temporary or emergency
purposes. The Fund may borrow up to the lesser of the amount available under
the facility or the limits set for borrowing by the Fund's prospectus and the
1940 Act. Interest on borrowings is payable at the higher of the London
Interbank Offered Rate (LIBOR) on the borrowing date plus 1.25% on an
annualized basis or the Federal Funds Rate on the borrowing date plus 1.25% on
an annualized basis. The Funds pay an annual commitment fee for this facility.
The commitment fee is allocated among participating Funds based on an
allocation schedule set forth in the credit agreement. For the year ended
December 31, 2009, the Fund had no borrowings under this agreement.
7. Reorganization Information
Pioneer AMT-Free CA Municipal Fund was reorganized into Pioneer AMT-Free
Municipal Fund on June 12, 2009. The purpose of this transaction was to combine
two funds (managed by PIM) with similar investment objectives and strategies.
This tax-free reorganization was accomplished by exchanging the assets and
stated liabilities of Pioneer AMT-Free CA Municipal Fund for shares of Pioneer
AMT-Free Municipal Fund. Shareowners holding Class A, Class B, Class C, Class R
and Class Y shares of Pioneer AMT-Free CA Municipal Fund received Class A,
Class B, Class C, Class R and Class Y shares, respectively, of Pioneer AMT-Free
Municipal Fund in the reorganization. The investment portfolio of Pioneer
AMT-Free CA Municipal Fund, with a fair value of $72,747,025 and an identified
cost of $84,821,239 at June 12, 2009, was the principal asset acquired by
Pioneer AMT-Free Municipal Fund. For financial
34 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
reporting purposes, assets received and shares issued by Pioneer AMT-Free
Municipal Fund were recorded at fair value; however, the cost basis of the
investments received from Pioneer AMT-Free CA Municipal Fund was carried
forward to align ongoing reporting of Pioneer AMT-Free Municipal Fund's
realized and unrealized gains and losses with amounts distributable to
shareowners for tax purposes. The following charts show the details of the
reorganization as of that Closing Date:
- --------------------------------------------------------------------------------------------------
Pioneer AMT-Free Pioneer AMT-Free Pioneer AMT-Free
Municipal Fund CA Municipal Fund Municipal Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- --------------------------------------------------------------------------------------------------
Net Assets
Class A $400,815,520 $ 68,324,416 $469,139,936
Class B $ 5,743,770 $ 779,574 $ 6,523,344
Class C $ 18,143,923 $ 4,871,016 $23,014,939
Class Y $ 19,582,373 $ -- $19,582,373
- --------------------------------------------------------------------------------------------------
Total Net Assets $444,285,586 $ 73,975,006 $518,260,592
==================================================================================================
Shares Outstanding
Class A 33,459,729 6,442,737 39,162,936
Class B 482,564 73,910 548,075
Class C 1,525,803 462,799 1,935,477
Class Y 1,637,397 -- 1,637,397
Shares Issued in
Reorganization
Class A 5,703,207
Class B 65,510
Class C 409,673
- --------------------------------------------------------------------------------------------------
Unrealized Accumulated
Depreciation On Loss On
Closing Date Closing Date
- --------------------------------------------------------------------------------------------------
Pioneer AMT-Free CA Municipal Fund $(12,074,214) $ (461,259)
Assuming the reorganization had been completed on January 1, 2009, the
beginning of the annual reporting period for Pioneer AMT-Free Municipal Fund,
Pioneer AMT-Free Municipal Fund's pro forma results of operations for the year
ended December 31, 2009, are as follows:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Net investment income $ 25,775,244
Net gain on investments $ 84,796,536
Net increase in net assets resulting from operations $110,571,780
8. Subsequent Events
In preparing these financial statements, PIM has evaluated the impact of all
subsequent events and transactions for potential recognition or disclosure
through February 22, 2010, and has determined that there were no subsequent
events requiring recognition or disclosure.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 35
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust II and
Shareowners of Pioneer AMT-Free Municipal Fund:
- --------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
AMT-Free Municipal Fund, one of the series comprising the Pioneer Series Trust
II (the "Trust"), including the schedule of investments, as of December 31,
2009, 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 Trust'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 Trust'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 Trust's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our procedures included
confirmation of securities owned as of December 31, 2009, by correspondence
with the custodian. 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 AMT-Free Municipal Fund of the Pioneer Series Trust II at December 31,
2009, 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 financial
highlights for each of the periods indicated therein, in conformity with U.S.
generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 22, 2010
36 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
ADDITIONAL INFORMATION (unaudited)
The percentages of the Fund's ordinary income distributions that are exempt
from nonresident alien (NRA) tax withholding resulting from qualified interest
income and qualified short-term gains were 100.00% and 0.0%, respectively.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 37
Approval of Investment Advisory Agreement (unaudited)
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer AMT-Free Municipal Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether
to renew the investment advisory agreement for the Fund.
The contract review process began in March 2009 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the
process. In July 2009, the Trustees approved the format of the contract review
materials and submitted their formal request to PIM to furnish information
necessary to evaluate the terms of the investment advisory agreement. The
contract review materials were provided to the Trustees in August 2009. After
reviewing and discussing the materials, the Trustees submitted a request for
additional information to PIM in September 2009, and materials were provided in
response to this request. Meetings of the independent Trustees of the Fund were
held in July, September, October, and November, 2009 to review and discuss the
contract review materials. In addition, the Trustees took into account the
information related to the Fund provided to the Trustees at each regularly
scheduled meeting.
At a meeting held on November 10, 2009, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the 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 renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for
the Fund, its research process and its process for trade execution. The
Trustees considered the resources of PIM and the personnel of PIM who provide
investment management services to the Fund. The Trustees considered the
non-investment resources and personnel of PIM involved in PIM's services to the
Fund, including PIM's compliance and legal resources and personnel. The
Trustees also considered the substantial attention and high priority given by
PIM's senior management to the Pioneer fund complex.
38 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including Fund
officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Fund were
satisfactory and consistent with the terms of the 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
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 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, 2009, in the fourth quintile of
its Morningstar category for the three year period ended June 30, 2009, in the
third quintile of its Morningstar category for the five year period ended June
30, 2009 and in the second quintile of its Morningstar category for the ten
year period ended June 30, 2009. (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.) The Trustees discussed
the reasons for the Fund's recent underperformance with PIM in view of the
Fund's investment approach and the market conditions present during the
relevant periods. The Trustees agreed that they would continue to monitor the
performance of the Fund closely.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund
in comparison to the management 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 Trust 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, 2009 was in the third quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period.
The Trustees also considered that the Fund's expense ratio for the twelve
months ended June 30, 2009 was in the third quintile relative to its Strategic
Insight peer group for the comparable period. The Trustees considered the
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 39
breakpoints in the management fee schedule and the reduced fee rates above
certain asset levels.
The Trustees also reviewed management fees charged by PIM to its institutional
and other clients. In evaluating the fees associated with PIM's client
accounts, the Trustees took into account the respective demands, resources and
complexity associated with the Fund and client accounts. The Trustees noted
that in some instances the fee rates for those clients were lower than the
management fee for the Fund and considered that, under the investment advisory
agreement with the Fund, PIM performs additional services for the Fund that it
does not provide to those other clients or services that are broader in scope,
including oversight of the Fund's other service providers and activities
related to compliance and the extensive regulatory and tax regimes to which the
Fund is subject.
The Trustees concluded that the management fee payable by the Fund to PIM was
reasonable in relation to the nature and quality of the services provided by
PIM. The Trustees also concluded that the Fund's expense ratio was reasonable
taking into account the nature and quality of services provided by PIM 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
concluded that PIM's profitability with respect to the management of the Fund
was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in
connection with the Pioneer Funds as fund assets grow and the extent to which
any such economies of scale are shared with funds and fund shareholders. The
Trustees recognize that economies of scale are difficult to identify and
quantify and that, among other factors that may be relevant, are the following:
fee levels, expense subsidization, investment by PIM in research and analytical
capabilities and PIM's commitment and resource allocation to the Funds. The
Trustees noted that profitability also may be an indicator of the availability
of any economies of scale, although profitability may vary for other reasons
particularly, for example during the difficult year in 2008 for financial
markets, as the
40 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
level of services was maintained notwithstanding a significant decline in PIM's
fee revenues from the Funds. Accordingly, the Trustees concluded that economies
of scale, if any, were being appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with
the Fund. The Trustees considered the character and amount of fees paid by the
Fund, other than under the investment advisory agreement, for services provided
by PIM and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. The Trustees
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
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 41
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.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.pioneerinvestments.com. This information is also available
on the Securities and Exchange Commission's web site at http://www.sec.gov.
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, serves as a Trustee of each of the 61
U.S. registered investment portfolios for which Pioneer serves as investment
adviser (the "Pioneer Funds"). Mr. West serves as a Trustee of 46 U.S.
registered investment portfolios for which Pioneer serves as investment
adviser. The address for all Trustees and all officers of the Fund is 60 State
Street, Boston, Massachusetts 02109.
42 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
Interested Trustees
- ------------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age with the Fund and Term of Office Principal Occupation During Past Five Years Held by this Trustee
- ------------------------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. Chairman of the Trustee since 2004. Deputy Chairman and a director of Pioneer None
(83)* Board, Trustee Serves until a successor Global Asset Management S.p.A. ("PGAM");
and President trustee is elected or Non-Executive Chairman and a director of
earlier retirement or Pioneer Investment Management USA Inc.
removal. ("PIM-USA"); Chairman and a director of
Pioneer; Chairman and Director of Pioneer
Institutional Asset Management, Inc. (since
2006); Director of Pioneer Alternative
Investment Management Limited (Dublin);
President and a director of Pioneer
Alternative Investment Management (Bermuda)
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. Trustee and Trustee since 2007. Director, CEO and President of Pioneer None(1)
Kingsbury (51)* Executive Serves until a successor Investment Management USA Inc. (since
Vice President trustee is elected or February 2007); Director and President of
earlier retirement or Pioneer Investment Management, Inc. and
removal. Pioneer Institutional Asset Management,
Inc. (since February 2007); Executive Vice
President of all of the Pioneer Funds
(since March 2007); Director of Pioneer
Global Asset Management S.p.A. (since
April 2007); and Head of New Markets
Division, Pioneer Global Asset Management
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 AMT-Free Municipal Fund | Annual Report | 12/31/09 43
Independent Trustees
- ------------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age with the Fund and Term of Office Principal Occupation During Past Five Years Held by this Trustee
- ------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (66) Trustee Trustee since 2005. Managing Partner, Federal City Capital Director of
Serves until a successor Advisors (corporate advisory services Enterprise Community
trustee is elected or company) (1997 to 2004 and 2008 to Investment, Inc.
earlier retirement or present); and Executive Vice President and (privately held
removal. Chief Financial Officer, I-trax, Inc. affordable housing
(publicly traded health care services finance company);
company) (2004 - 2007) and Director of
Oxford Analytica,
Inc. (privately held
research and
consulting
company)
- ------------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (61) Trustee Trustee since 2004. President, Bush International, LLC Director of Marriott
Serves until a successor (international financial advisory firm) International,
trustee is elected or Inc.; Director of
earlier retirement or Discover Financial
removal. Services (credit card
issuer and electronic
payment services);
Director of Briggs &
Stratton Co. (engine
manufacturer); Director
of UAL Corporation
(airline holding
company); Director of
Mantech International
Corporation (national
security, defense, and
intelligence technology
firm); and Member,
Board of Governors,
Investment Company
Institute
- ------------------------------------------------------------------------------------------------------------------------------------
44 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
- ------------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age with the Fund and Term of Office Principal Occupation During Past Five Years Held by this Trustee
- ------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Trustee Trustee since 2008. Professor, Harvard University
Friedman (65) Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Trustee Trustee since 2004. Founding Director, Vice President and None
Graham (62) Serves until a successor Corporate Secretary, The Winthrop Group,
trustee is elected or Inc. (consulting firm); and Desautels
earlier retirement or Faculty of Management, McGill University
removal.
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna Trustee Trustee since 2006. Chief Executive Officer, Quadriserv, Inc. None
(59) Serves until a successor (technology products for securities
trustee is elected or lending industry) (2008 - present);
earlier retirement or Private investor (2004 - 2008); and Senior
removal. Executive Vice President, The Bank of New
York (financial and securities services)
(1986 - 2004)
- ------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Trustee Trustee since 2004. President and Chief Executive Officer, Director of New
Piret (61) Serves until a successor Newbury, Piret & Company, Inc. (investment America High Income
trustee is elected or banking firm) Fund, Inc.
earlier retirement or (closed-end
removal. investment company)
- ------------------------------------------------------------------------------------------------------------------------------------
Stephen K. West Trustee Trustee since 2008. Senior Counsel, Sullivan & Cromwell LLP Director, The Swiss
(81) Serves until a successor (law firm) Helvetia Fund, Inc.
trustee is elected or (closed-end
earlier retirement or investment company)
removal.
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 45
Fund Officers
- ------------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age with the Fund and Term of Office Principal Occupation During Past Five Years Held by this Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Dorothy E. Secretary Since 2004. Serves at Secretary of PIM-USA; Senior Vice None
Bourassa (61) the discretion of the President - Legal of Pioneer;
Board. 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. Assistant Since 2004. Serves at Associate General Counsel of Pioneer since None
Kelley (45) Secretary the discretion of the January 2008 and Assistant Secretary of
Board. all of the Pioneer Funds since September
2003; Vice President and Senior Counsel of
Pioneer from July 2002 to December 2007
- ------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley Treasurer Since 2008. Serves at Vice President - Fund Accounting, None
(50) the discretion of the Administration and Controller- ship
Board. Services of Pioneer; 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 Assistant Since 2004. Serves at Assistant Vice President - Fund None
(44) Treasurer the discretion of the Accounting, Administration and
Board. Controllership Services of Pioneer; and
Assistant Treasurer of all of the Pioneer
Funds
- ------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (51) Assistant Since 2004. Serves at Fund Accounting Manager - Fund Accounting, None
Treasurer the discretion of the Administration and Controllership Services
Board. of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------------------
46 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
- ------------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age with the Fund and Term of Office Principal Occupation During Past Five Years Held by this Officer
- ------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson Assistant Since 2009. Serves at Fund Administration Manager - Fund None
(30) Treasurer the discretion of the Accounting, Administration and
Board. Controllership Services since November
2008; Assistant Treasurer of all of the
Pioneer Funds since January 2009; and
Client Service Manager - Institutional
Investor Services at State Street Bank
from March 2003 to March 2007
- ------------------------------------------------------------------------------------------------------------------------------------
Teri W. Anderholm Chief Compliance Since 2007. Serves at Chief Compliance Officer of Pioneer since None
(50) Officer the discretion of the December 2006 and of all the Pioneer Funds
Board. since January 2007; Vice President and
Compliance Officer, MFS Investment
Management (August 2005 to December 2006);
Consultant, Fidelity Investments (February
2005 to July 2005); and Independent
Consultant (July 1997 to February 2005)
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 47
This page for your notes.
48 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
This page for your notes.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 49
This page for your notes.
50 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
This page for your notes.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09 51
This page for your notes.
52 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/09
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
- --------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Write to us:
- --------------------------------------------------------------------------------
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: pioneerinvestments.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
- --------------------------------------------------------------------------------
Pioneer Growth
Opportunities Fund
- --------------------------------------------------------------------------------
Annual Report | December 31, 2009
- --------------------------------------------------------------------------------
Ticker Symbols:
Class A PGOFX
Class B GOFBX
Class C GOFCX
Class R PGRRX
Class Y GROYX
[LOGO]PIONEER
Investments(R)
visit us: pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 26
Notes to Financial Statements 35
Report of Independent Registered Public Accounting Firm 45
Approval of Investment Advisory Agreement 46
Trustees, Officers and Service Providers 50
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 1
President's Letter
Dear Shareowner,
Stock and bond markets around the globe have begun to recover over the past year
from one of their most tumultuous periods in history. This is a welcome relief,
and we are generally optimistic about the prospects for the economy going
forward. Still, challenges remain. Unemployment is high; consumer demand and
loan growth are weak; and housing has not returned to normal.
At Pioneer, we have long advocated the benefits of investing for the long term.
This strategy has generally performed well for many investors. Those who
remained invested in the market during the downturn have most likely seen their
portfolios start to recover over the past year, as the Dow Jones Industrial
Average climbed back from the depressed levels we saw in early 2009. Many bond
investors have similarly seen a strong rebound, with a broad-based recovery
occurring across many different fixed-income asset classes. The riskiest asset
classes, such as high-yield bonds, outperformed other fixed-income asset classes
during most of 2009.
At Pioneer, we are not changing the approach to investing that we have used for
more than 80 years. We remain focused on company fundamentals and risk
management. Our investment process is based on careful research into individual
companies, quantitative analysis, and active portfolio management. This
three-pillared process, which we apply to each of our portfolios, is supported
by an integrated team approach and is designed to carefully balance risk and
reward. While we see potential opportunities for making money in many corners of
the markets around the globe, it takes research and experience to separate solid
investment opportunities from speculation.
Following this difficult period, many investors are rethinking their approach to
investing and risk management. Some are questioning whether the basic investment
principles they were taught in the past are still useful in today's markets.
Complicating matters is that financial markets remain unpredictable. Our advice,
as always, is to work closely with a trusted financial advisor to discuss your
goals and work together to develop an investment strategy that meets your
individual needs. There is no single best strategy that works for every
investor.
2 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA Inc.
Any information in this 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 Growth Opportunities Fund | Annual Report | 12/31/09 3
Portfolio Management Discussion | 12/31/09
In the following interview, Brian Stack, portfolio manager of Pioneer Growth
Opportunities Fund, discusses the factors that influenced the Fund's performance
during the 12-month period ended December 31, 2009.
Q What factors contributed to the stock market's strong performance in 2009?
A U.S. equities soared to their best return in six years during 2009. When
the year began, the markets were still in the grip of the financial crisis.
Accordingly, stock prices reflected investors' fear of a possible
depression and a collapse of the world financial system. Once it became
evident that this would not in fact be the case, cash poured out of
low-paying, safer investments to take advantage of the compelling values
available in the stock market. The result was a significant rebound that
brought stocks back to more rational valuation levels. As the year
progressed, the rally gained steam as evidence trickled in that economic
growth, while still tepid, was improving considerably.
That environment proved very favorable for growth stocks, as evidenced by
the 34.47% gain over the 12 months ended December 31, 2009, for the Fund's
benchmark, the Russell 2000 Growth Index. In comparison, the Russell 2000
Index -- which gauges the performance of both growth and value stocks
within the small-cap space -- returned 27.17% over the same 12 months.
Q How did the Fund perform over the 12 months ended December 31, 2009?
A We are pleased to report that the Fund's Class A shares returned 43.01%
at net asset value during the 12-month period ended December 31, 2009,
outperforming the 34.47% return of its benchmark, the Russell 2000 Growth
Index (the Russell Index). Over the same period, the average return of the
540 funds in Lipper's Small Cap Growth category, was 36.20%.
Q What were the key factors in the Fund's outperformance of the peer group
and its benchmark during the 12 months ended December 31, 2009?
A We think the Fund's strong performance during the past year stems from our
disciplined "Growth at a Reasonable Price" investment style. Simply put,
this means that while we look for companies with faster earnings growth
than the overall market, we are also sensitive to valuations. The goal of
the process is to find growth companies whose stock prices do not fully
reflect their underlying earnings potential and risk profile. An important
aspect of our approach is our focus on companies we believe have limited
downside
4 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
and that should be worth more two to three years from now than they are
today. If a stock the Fund holds rises to the point where it no longer
offers a favorable trade-off of risk and reward, we will not hesitate to
sell it from the portfolio.
An example of the process at work was the Fund's investment in McDermott
International, an energy services company that we bought for the Fund at
the depths of the bear market. At the time, the stock had sold off
significantly and was trading at a substantial discount to the "sum of its
parts." In other words, McDermott's market capitalization was well below
the value the company would command if all of its business lines were split
up and sold separately. Viewing the stock as having limited downside risk
as a result of that disconnect, we initiated a Fund position and later
capitalized as the stock subsequently rose by 144%. Consistent with our
disciplined approach, we sold the stock from the Fund once it reached our
$25 price target.
Another aspect of the process is our search for misunderstood growth
companies. A prime example was the online travel company Priceline.com,
whose shares sold off on fears that the retrenchment in consumer spending
would have a negative impact on earnings. We believed the downturn in the
stock indicated that investors were overlooking two key points: first, that
online travel agencies help airlines and hotels sell unused seats and rooms
(making Priceline a beneficiary of weak travel industry fundamentals); and
second, that Priceline was rapidly gaining market share in the fragmented
European marketplace. The stock subsequently rebounded by nearly 200% from
the Fund's original purchase price. We see continued, albeit diminished,
upside from the stock's current prices, and so we have reduced the size of
the Fund's position.
We believe our success with these two Fund holdings helps to illustrate the
potential benefit of incorporating a value discipline into a growth
strategy.
Q What were some other positions that helped and hurt the Fund's performance
during the fiscal year ended December 31, 2009?
A For the year, the Fund added the most value through stock selection in the
consumer staples, industrials, financials, and information technology
sectors. That was somewhat offset by the Fund's performance in health care
and underweight exposures to the materials and consumer discretionary
sectors.
The Fund's underperformance in health care stemmed from its below-benchmark
weighting in the biotechnology industry, which delivered an exceptionally
strong return in 2009. We generally avoid development-stage biotechs, whose
success or failure is singularly dependent upon a favorable new drug
approval from the Food and Drug Administration. We are pleased that our
overall stock selection was strong enough that the Fund was able to
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 5
overcome the potential headwind caused by the biotechnology underweight in
2009.
The Fund's top individual contributors during the 12-month period represent
a broad swath of the market. In addition to McDermott and Priceline, the
Fund generated substantial contributions through positions in Foundation
Coal; consumer staples providers Chiquita Brands International and Imperial
Sugar; and health care companies DexCom and Inverness Medical Innovations.
The Fund's largest detractor during the 12-month period was Grand Canyon
Education, a provider of online post-secondary education that produced a
flat return in 2009 following a substantial rally in late 2008. Exterran
Holdings, a manufacturer of compression equipment used in the extraction of
natural gas, also underperformed. The Fund continues to hold both stocks in
the portfolio based on our favorable outlook for their longer-term
prospects.
Q How are you finding opportunities now that small-cap growth stocks have
come so far since the market's March 2009 low?
A The process of finding attractive individual stocks is more challenging now
than it was a year ago, at which time an extraordinary number of
fast-growing companies were trading at dramatic discounts to their fair
value. Still, we believe that attractive opportunities remain available. We
welcome this environment, as it works to the advantage of our primary
strength: individual stock selection.
Health care has been a fertile ground for our recent research efforts, as
the concern about reforms being debated in Washington caused a number of
stocks to fall to compelling valuation levels. While government reform
poses a risk, we expect the ultimate reforms to be far less sweeping than
the market's worst fears. Additionally, we expect that health care should
remain a growth industry due to demographic trends. A recent addition to
the Fund in the health care area was Lincare Holdings, the largest provider
of home respiratory therapies in the United States. While government
reforms likely will translate into reduced reimbursement for home oxygen
services, Lincare is by far the lowest-cost provider of such services. We
expect smaller, less competitive providers to yield significant market
share to Lincare over the next several years.
Q What is your outlook?
A We expect to see improved economic circumstances during the months ahead,
reflecting stabilizing business and consumer sentiment and the resulting
release of some pent-up demand. That said, we do not expect to see
particularly brisk economic growth in the upcoming 12 to 24 months. We have
positioned the Fund's portfolio accordingly, focusing on stocks that
6 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
are benefiting from innovative products or other company-specific factors
that can drive competitive earnings growth in the years ahead.
Please refer to the Schedule of Investments on pages 17-25 for a full listing of
Fund securities.
Investments in small companies may offer the potential for higher returns, but
are also subject to greater short-term price fluctuations than larger, more
established companies. Investing in foreign and/or emerging markets securities
involves risks relating to interest rates, currency exchange rates, economic,
and political conditions. At times, the Fund's investments may represent
industries or industry sectors that are interrelated or have common risks,
making it more susceptible to any economic, political, or regulatory
developments or other risks affecting those industries and sectors.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These opinions should not be relied upon for any other purposes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 7
Portfolio Summary | 12/31/09
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 80.7%
Temporary Cash Investments 18.7%
Depositary Receipts for International Stocks 0.6%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of total equity holdings)
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Information Technology 29.9%
Health Care 20.7%
Industrials 16.4%
Consumer Discretionary 11.6%
Consumer Staples 7.1%
Energy 6.0%
Financials 5.4%
Materials 1.4%
Telecommunication Services 0.8%
Utilities 0.7%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Exterran Holdings, Inc. 2.05%
2. Chiquita Brands International, Inc. 1.98
3. Grand Canyon Education, Inc. 1.77
4. Assured Guaranty, Ltd. 1.71
5. American Italian Pasta Co. 1.68
6. infoGROUP, Inc. 1.66
7. ArthroCare Corp. 1.64
8. Imperial Sugar Co. 1.61
9. Inverness Medical Innovations, Inc. 1.48
10. Kennametal, Inc. 1.46
* This list excludes temporary cash investments and derivative instruments.
The portfolio is actively managed, and current holdings may be different.
The holdings listed should not be considered recommendations to buy or sell
any security listed.
8 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Prices and Distributions | 12/31/09
Net Asset Value per Share
- --------------------------------------------------------------------------------
- ----------------------------------------
Class 12/31/09 12/31/08
- ----------------------------------------
A $ 22.81 $ 15.95
- ----------------------------------------
B $ 19.60 $ 13.90
- ----------------------------------------
C $ 19.81 $ 14.02
- ----------------------------------------
Y $ 23.39 $ 16.26
- ----------------------------------------
- ----------------------------------------
Class 12/31/09 8/3/09*
- ----------------------------------------
R $ 22.80 $ 20.45
- ----------------------------------------
Distributions per Share: 1/1/09-12/31/09
- --------------------------------------------------------------------------------
- ----------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
- ----------------------------------------------------------
A $ -- $ -- $ --
- ----------------------------------------------------------
B $ -- $ -- $ --
- ----------------------------------------------------------
C $ -- $ -- $ --
- ----------------------------------------------------------
R* $ -- $ -- $ --
- ----------------------------------------------------------
Y $ -- $ -- $ --
- ----------------------------------------------------------
* Class R shares were first publicly offered on August 3, 2009
Index Definitions
- --------------------------------------------------------------------------------
The Russell 2000 Growth Index measures the performance of U.S. small-cap growth
stocks. Index returns are calculated monthly, assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, charges or expenses. You
cannot invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" charts on
pages 10-14.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 9
Performance Update | 12/31/09 Class A Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund at public offering price,
compared to that of the Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2009)
- ----------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
- ----------------------------------------------------------------------
10 Years 2.25% 1.64%
5 Years -0.55 -1.72
1 Year 43.01 34.81
- ----------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2009)
- ----------------------------------------------------------------------
Gross Net
- ----------------------------------------------------------------------
1.42% 1.42%
- ----------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Growth Russell 2000
Opportunities Fund Growth Index
12/99 $ 9,425 $10,000
12/00 $ 8,997 $ 7,757
12/01 $10,946 $ 7,041
12/02 $ 6,890 $ 4,910
12/03 $ 9,898 $ 7,294
12/04 $12,099 $ 8,338
12/05 $12,651 $ 8,684
12/06 $13,256 $ 9,843
12/07 $12,739 $10,536
12/08 $ 8,231 $ 6,476
12/09 $11,771 $ 8,708
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Pioneer Growth Opportunities Fund was created through the reorganization of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance of Class A shares of the Fund prior to December 10, 2004, is the
performance of the predecessor fund's Class A shares, which has been restated to
reflect differences in any applicable sales charges (but not differences in
expenses). If all the expenses of the Fund were reflected, the performance would
be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for complete details.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
10 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Performance Update | 12/31/09 Class B Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2009)
- ---------------------------------------------------------------
If If
Period Held Redeemed
- ---------------------------------------------------------------
10 Years 1.25% 1.25%
5 Years -1.77 -1.77
1 Year 41.01 37.01
- ---------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2009)
- ---------------------------------------------------------------
Gross Net
- ---------------------------------------------------------------
3.06% 3.06%
- ---------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Growth Russell 2000
Opportunities Fund Growth Index
12/99 $10,000 $10,000
12/00 $9,490 $7,757
12/01 $11,462 $7,041
12/02 $7,160 $4,910
12/03 $10,213 $7,294
12/04 $12,379 $8,338
12/05 $12,822 $8,684
12/06 $13,303 $9,843
12/07 $12,629 $10,536
12/08 $8,031 $6,476
12/09 $11,324 $8,708
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). Class B shares reflect the deduction of the maximum applicable CDSC. The
maximum CDSC is 4.0% and declines over five years.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Pioneer Growth Opportunities Fund was created through the reorganization of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance of Class B shares of the Fund prior to December 10, 2004, is the
performance of the predecessor fund's Class B shares, which has been restated to
reflect differences in any applicable sales charges (but not differences in
expenses). If all the expenses of the Fund were reflected, the performance would
be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for complete details.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 11
Performance Update | 12/31/09 Class C Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2009)
- ---------------------------------------------------------------
If If
Period Held Redeemed
- ---------------------------------------------------------------
Life-of-Class
(4/30/00) 1.04% 1.04%
5 Years -1.59 -1.59
1 Year 41.30 41.30
- ---------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2009)
- ---------------------------------------------------------------
Gross Net
- ---------------------------------------------------------------
2.67% 2.67%
- ---------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Growth Russell 2000
Opportunities Fund Growth Index
4/00 $10,000 $10,000
12/00 $9,173 $7,895
12/01 $11,075 $7,167
12/02 $6,924 $4,998
12/03 $9,876 $7,424
12/04 $11,971 $8,486
12/05 $12,429 $8,839
12/06 $12,918 $10,018
12/07 $12,278 $10,724
12/08 $7,821 $6,591
12/09 $11,050 $8,863
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Pioneer Growth Opportunities Fund was created through the reorganization of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance of Class C shares of the Fund prior to December 10, 2004, is the
performance of the predecessor fund's Class C shares, which has been restated to
reflect differences in any applicable sales charges (but not differences in
expenses). This adjustment has the effect of reducing the previously reported
performance of predecessor fund. If all the expenses of the Fund were reflected,
the performance would be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers, Fund performance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for complete details.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
12 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Performance Update | 12/31/09 Class R Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2009)
- ---------------------------------------------------------------
If If
Period Held Redeemed
- ---------------------------------------------------------------
10 Years 1.42% 1.42%
5 Years -1.66 -1.66
1 Year 41.46 41.46
- ---------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2009)
- ---------------------------------------------------------------
Gross Net
- ---------------------------------------------------------------
1.70% 1.70%
- ---------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Growth Russell 2000
Opportunities Fund Growth Index
12/99 $10,000 $10,000
12/00 $9,500 $7,757
12/01 $11,500 $7,041
12/02 $7,203 $4,910
12/03 $10,297 $7,294
12/04 $12,524 $8,338
12/05 $13,030 $8,684
12/06 $13,585 $9,843
12/07 $12,822 $10,536
12/08 $8,142 $6,476
12/09 $11,518 $8,708
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 Class R shares on August 3,
2009, is based on the performance of the Fund's Class A shares, reduced to
reflect the higher distribution and service fees for Class R shares. Class R
shares are not subject to sales charges and are available for limited groups of
eligible investors, including institutional investors. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Pioneer Growth Opportunities Fund was created through the reorganization of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance of Class A shares prior to December 10, 2004, is the performance of
the predecessor fund's Class A shares, which has been restated to reflect any
differences in any applicable sales charges. This adjustment has the effect of
reducing the previously reported performance of predecessor fund. If all the
expenses of the Fund were reflected, the performance would be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers, Fund performance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for complete details.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 13
Performance Update | 12/31/09 Class Y Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2009)
- ---------------------------------------------------------------
If If
Period Held Redeemed
- ---------------------------------------------------------------
10 Years 2.48% 2.48%
5 Years -0.10 -0.10
1 Year 43.85 43.85
- ---------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2009)
- ---------------------------------------------------------------
Gross Net
- ---------------------------------------------------------------
0.79% 0.79%
- ---------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Growth Russell 2000
Opportunities Fund Growth Index
12/99 $10,000 $10,000
12/00 $9,548 $7,757
12/01 $11,616 $7,041
12/02 $7,312 $4,910
12/03 $10,504 $7,294
12/04 $12,839 $8,338
12/05 $13,438 $8,684
12/06 $14,172 $9,843
12/07 $13,678 $10,536
12/08 $8,882 $6,476
12/09 $12,777 $8,708
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Performance shown for periods prior to the inception of Class Y shares on
September 23, 2005, reflects the NAV performance of the Fund's Class A shares.
The performance does not reflect differences in expenses, including the Rule
12b-1 fees applicable to Class A shares. Since fees for Class A shares are
generally higher than those of Class Y shares, the performance for Class Y
shares prior to their inception would have been higher than that shown. Class Y
shares are not subject to sales charges and are available for limited groups of
eligible investors, including institutional investors. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Pioneer Growth Opportunities Fund was created through the reorganization of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance of Class A shares prior to December 10, 2004, is the performance of
the predecessor fund's Class A shares, which has been restated to reflect any
differences in any applicable sales charges. This adjustment has the effect of
reducing the previously reported performance of predecessor fund. If all the
expenses of the Fund were reflected, the performance would be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers, Fund performance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for complete details.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
14 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
- --------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Growth Opportunities Fund
Based on actual returns from July 1, 2009 through December 31, 2009.
- ---------------------------------------------------------------------------------------
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 7/1/09**
- ---------------------------------------------------------------------------------------
Ending Account $ 1,199.25 $ 1,190.76 $ 1,192.71 $ 1,114.90 $ 1,202.56
Value on 12/31/09
- ---------------------------------------------------------------------------------------
Expenses Paid $ 7.48 $ 14.25 $ 13.21 $ 6.91 $ 4.27
During Period*
- ---------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.35%, 2.58%,
2.39%, 1.58% and 0.77% for Class A, Class B, Class C, Class R and Class Y,
respectively, multiplied by the average account value over period,
multiplied by 184/365 (151/365 for Class R) (to reflect the one-half year
period).
** 8/3/09 for Class R.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 15
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Growth Opportunities Fund
Based on a hypothetical 5% return per year before expenses, reflecting the
period from July 1, 2009 through December 31, 2009.
- ---------------------------------------------------------------------------------------
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 7/1/09**
- ---------------------------------------------------------------------------------------
Ending Account $ 1,018.40 $ 1,012.20 $ 1,013.16 $ 1,014.15 $ 1,021.32
Value on 12/31/09
- ---------------------------------------------------------------------------------------
Expenses Paid $ 6.87 $ 13.09 $ 12.13 $ 6.58 $ 3.92
During Period*
- ---------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.35%, 2.58%,
2.39%, 1.58% and 0.77% for Class A, Class B, Class C, Class R and Class Y,
respectively, multiplied by the average account value over period,
multiplied by 184/365 (151/365 for Class R) (to reflect the one-half year
period).
** 8/3/09 for Class R.
16 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Schedule of Investments | 12/31/09
- ----------------------------------------------------------------------------
Shares Value
- ----------------------------------------------------------------------------
COMMON STOCKS -- 98.9%
ENERGY -- 6.0%
Coal & Consumable Fuels -- 0.8%
112,871 Alpha Natural Resources, Inc.* (b) $ 4,896,344
- ----------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 2.0%
612,300 Exterran Holdings, Inc.* (b) $ 13,133,835
- ----------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 3.2%
110,000 Cabot Oil & Gas Corp. $ 4,794,900
185,859 Carrizo Oil & Gas, Inc.* (b) 4,923,405
102,000 Comstock Resources, Inc.* 4,138,140
707,900 SandRidge Energy, Inc.* (b) 6,675,497
-------------
$ 20,531,942
-------------
Total Energy $ 38,562,121
- ----------------------------------------------------------------------------
MATERIALS -- 1.4%
Diversified Metals & Mining -- 1.4%
440,700 Globe Specialty Metals Corp.* (b) $ 4,142,580
402,300 Titanium Metals Corp.* (b) 5,036,796
-------------
$ 9,179,376
-------------
Total Materials $ 9,179,376
- ----------------------------------------------------------------------------
CAPITAL GOODS -- 8.2%
Aerospace & Defense -- 2.4%
640,600 Hexcel Corp.* $ 8,314,988
466,600 Orbital Sciences Corp.* 7,120,316
-------------
$ 15,435,304
- ----------------------------------------------------------------------------
Construction & Engineering -- 1.8%
209,500 KBR, Inc. $ 3,980,500
416,831 MYR Group, Inc.* 7,536,304
-------------
$ 11,516,804
- ----------------------------------------------------------------------------
Electrical Component & Equipment -- 0.8 %
444,500 Polypore International, Inc.* $ 5,289,550
- ----------------------------------------------------------------------------
Industrial Machinery -- 3.2%
531,200 Altra Holdings, Inc.* $ 6,560,320
360,900 Kennametal, Inc. 9,354,528
323,764 SmartHeat, Inc.* (b) 4,701,053
-------------
$ 20,615,901
-------------
Total Capital Goods $ 52,857,559
- ----------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES -- 6.5%
Diversified Support Services -- 4.1%
207,400 Copart, Inc.* (b) $ 7,597,062
319,700 Healthcare Services Group, Inc. 6,860,762
1,327,079 infoGROUP, Inc.* 10,643,174
283,343 TechTarget, Inc.* 1,595,221
-------------
$ 26,696,219
- ----------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 17
Schedule of Investments | 12/31/09 (continued)
- ----------------------------------------------------------------------------
Shares Value
- ----------------------------------------------------------------------------
Environmental & Facilities Services -- 1.3%
189,900 Team, Inc.* $ 3,572,019
139,900 Waste Connections, Inc.* 4,664,266
-------------
$ 8,236,285
- ----------------------------------------------------------------------------
Research & Consulting Services -- 1.1%
172,700 CoStar Group, Inc.* (b) $ 7,213,679
-------------
Total Commercial Services & Supplies $ 42,146,183
- ----------------------------------------------------------------------------
TRANSPORTATION -- 1.5%
Air Freight & Couriers -- 0.7%
310,700 UTI Worldwide, Inc. $ 4,449,224
- ----------------------------------------------------------------------------
Airlines -- 0.8%
115,200 Allegiant Travel Co.* (b) $ 5,433,984
-------------
Total Transportation $ 9,883,208
- ----------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 3.9%
Apparel, Accessories & Luxury Goods -- 1.4%
218,300 The Warnaco Group, Inc.* $ 9,210,077
- ----------------------------------------------------------------------------
Footwear -- 0.6%
321,300 Iconix Brand Group, Inc.* (b) $ 4,064,445
- ----------------------------------------------------------------------------
Housewares & Specialties -- 1.4%
188,700 Tupperware Brands Corp. $ 8,787,759
- ----------------------------------------------------------------------------
Leisure Products -- 0.5%
820,700 Leapfrog Enterprises, Inc.* (b) $ 3,208,937
-------------
Total Consumer Durables & Apparel $ 25,271,218
- ----------------------------------------------------------------------------
CONSUMER SERVICES -- 4.4%
Casinos & Gaming -- 2.1%
491,300 Scientific Games Corp.* $ 7,148,415
161,400 WMS Industries, Inc.* 6,456,000
-------------
$ 13,604,415
- ----------------------------------------------------------------------------
Education Services -- 2.3%
122,100 American Public Education, Inc.* (b) $ 4,195,356
594,979 Grand Canyon Education, Inc.* (b) 11,310,551
-------------
$ 15,505,907
-------------
Total Consumer Services $ 29,110,322
- ----------------------------------------------------------------------------
RETAILING -- 3.0%
Apparel Retail -- 1.2%
180,500 Gymboree Corp.* (b) $ 7,849,945
- ----------------------------------------------------------------------------
Computer & Electronics Retail -- 0.7%
222,000 Gamestop Corp.* (b) $ 4,870,680
- ----------------------------------------------------------------------------
Internet Retail -- 1.1%
31,800 Priceline.com, Inc.* (b) $ 6,948,300
-------------
Total Retailing $ 19,668,925
- ----------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
- ----------------------------------------------------------------------------
Shares Value
- ----------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 7.0%
Packaged Foods & Meats -- 7.0%
309,622 American Italian Pasta Co.* $ 10,771,749
702,200 Chiquita Brands International, Inc.* 12,667,688
589,753 Imperial Sugar Co. (b) 10,285,292
749,400 Smart Balance, Inc.* 4,496,400
466,300 Smithfield Foods, Inc.* (b) 7,083,097
-------------
$ 45,304,226
-------------
Total Food, Beverage & Tobacco $ 45,304,226
- ----------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 13.4%
Health Care Equipment -- 6.4%
683,153 Abiomed, Inc.* (b) $ 5,970,757
443,900 ArthroCare Corp.* (b) 10,520,430
989,244 DexCom, Inc.* (b) 7,993,092
62,700 IDEXX Laboratories, Inc.* (b) 3,350,688
340,700 Insulet Corp.* (b) 4,865,196
415,200 MAKO Surgical Corp.* 4,608,720
134,700 Thoratec Corp.* 3,626,124
-------------
$ 40,935,007
- ----------------------------------------------------------------------------
Health Care Facilities -- 1.4%
434,100 Psychiatric Solution, Inc.* (b) $ 9,176,874
- ----------------------------------------------------------------------------
Health Care Services -- 2.6%
126,200 HMS Holdings Corp.* $ 6,144,678
157,400 Lincare Holdings, Inc.* (b) 5,842,688
206,500 Omnicare, Inc. 4,993,170
-------------
$ 16,980,536
- ----------------------------------------------------------------------------
Health Care Supplies -- 3.0%
508,100 Endologix, Inc.* $ 2,682,768
131,000 Haemonetics Corp.* 7,224,650
228,800 Inverness Medical Innovations, Inc.* (b) 9,497,488
-------------
$ 19,404,906
-------------
Total Health Care Equipment & Services $ 86,497,323
- ----------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY -- 7.2%
Biotechnology -- 4.5%
127,800 AMAG Pharmaceuticals, Inc.* (b) $ 4,860,234
100,800 Alexion Pharmaceuticals, Inc.* 4,921,056
308,300 BioMarin Pharmaceutical, Inc.* (b) 5,799,123
327,300 Cubist Pharmaceuticals, Inc.* 6,208,881
275,300 Myriad Genetics, Inc.* (b) 7,185,330
-------------
$ 28,974,624
- ----------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 19
Schedule of Investments | 12/31/09 (continued)
- ----------------------------------------------------------------------------
Shares Value
- ----------------------------------------------------------------------------
Life Sciences Tools & Services -- 1.5%
386,500 Bruker Corp.* $ 4,661,190
365,200 Parexel International Corp.* 5,149,320
-------------
$ 9,810,510
- ----------------------------------------------------------------------------
Pharmaceuticals -- 1.2%
1,686,210 Cardiome Pharma Corp.* (b) $ 7,503,635
-------------
Total Pharmaceuticals & Biotechnology $ 46,288,769
- ----------------------------------------------------------------------------
BANKS -- 0.8%
Regional Banks -- 0.8%
203,166 Home Bancshares, Inc. $ 4,890,206
-------------
Total Banks $ 4,890,206
- ----------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 1.9%
Asset Management & Custody Banks -- 0.7%
472,600 Penson Worldwide, Inc.* (b) $ 4,281,756
- ----------------------------------------------------------------------------
Consumer Finance -- 0.6%
244,198 EzCorp., Inc.* $ 4,202,648
- ----------------------------------------------------------------------------
Specialized Finance -- 0.6%
128,500 MSCI, Inc.* $ 4,086,300
-------------
Total Diversified Financials $ 12,570,704
- ----------------------------------------------------------------------------
INSURANCE -- 2.6%
Property & Casualty Insurance -- 2.6%
503,223 Assured Guaranty, Ltd. (b) $ 10,950,132
214,500 Axis Capital Holdings, Ltd. 6,093,945
-------------
$ 17,044,077
-------------
Total Insurance $ 17,044,077
- ----------------------------------------------------------------------------
SOFTWARE & SERVICES -- 19.9%
Application Software -- 10.0%
480,333 Aspen Technology, Inc.* $ 4,707,263
138,352 Concur Technologies, Inc.* (b) 5,914,548
209,700 Informatica Corp.* (b) 5,422,842
216,601 Net 1 UEPS Technologies, Inc.* 4,206,391
406,200 Nuance Communications, Inc.* (b) 6,312,348
194,700 Quest Software, Inc.* 3,582,480
292,575 Solarwinds, Inc.* (b) 6,732,151
195,600 Solera Holdings Inc. 7,043,556
373,200 Sonic Solutions, Inc.* 4,414,956
204,133 The Ultimate Software Group, Inc.* (b) 5,995,386
562,949 TIBCO Software, Inc.* 5,421,199
511,400 TiVo, Inc.* 5,206,052
-------------
$ 64,959,172
- ----------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
- ----------------------------------------------------------------------------
Shares Value
- ----------------------------------------------------------------------------
Data Processing & Outsourced Services -- 1.3%
71,900 Alliance Data Systems Corp.* (b) $ 4,644,021
270,500 Echo Global Logistics, Inc.* (b) 3,432,645
-------------
$ 8,076,666
- ----------------------------------------------------------------------------
Internet Software & Services -- 4.8%
208,022 Dealertrack Holdings, Inc.* (b) $ 3,908,733
506,400 Dice Holdings, Inc.* 3,316,920
334,208 Rackspace Hosting, Inc.* (b) 6,968,237
415,300 Skillsoft Plc* 4,352,344
782,400 United Online, Inc. 5,625,456
125,900 VistaPrint NV* (b) 7,133,494
-------------
$ 31,305,184
- ----------------------------------------------------------------------------
IT Consulting & Other Services -- 1.9%
250,600 Gartner Group, Inc.* $ 4,520,824
927,000 Sapient Corp.* 7,666,290
-------------
$ 12,187,114
- ----------------------------------------------------------------------------
Systems Software -- 1.9%
223,800 Commvault Systems, Inc.* $ 5,301,823
487,804 DemandTec, Inc.* (b) 4,278,041
261,307 Radiation Systems, Inc.* 2,717,593
-------------
$ 12,297,457
-------------
Total Software & Services $ 128,825,593
- ----------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 3.5%
Communications Equipment -- 3.5%
172,000 Blue Coat Systems, Inc.* $ 4,908,880
780,400 Brocade Communications Systems, Inc.* 5,954,452
715,347 Finisar Corp.* (b) 6,380,895
224,300 Riverbed Technology, Inc.* 5,152,171
-------------
$ 22,396,398
-------------
Total Technology Hardware & Equipment $ 22,396,398
- ----------------------------------------------------------------------------
SEMICONDUCTORS -- 6.2%
Semiconductor Equipment -- 2.0%
286,300 Tessera Technologies, Inc.* $ 6,662,201
519,500 Verigy, Ltd.* (b) 6,685,965
-------------
$ 13,348,166
- ----------------------------------------------------------------------------
Semiconductors -- 4.2%
1,450,600 Anadigics, Inc.* (b) $ 6,121,532
188,600 Hittite Microwave Corp.* 7,685,450
255,500 Maxim Integrated Products, Inc. (b) 5,186,650
449,300 Microsemi Corp.* 7,975,075
-------------
$ 26,968,707
-------------
Total Semiconductors $ 40,316,873
- ----------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 21
Schedule of Investments | 12/31/09 (continued)
- ----------------------------------------------------------------------------
Shares Value
- ----------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 0.8%
Alternative Carriers -- 0.8%
595,700 Premiere Global Services, Inc.* $ 4,914,525
-------------
Total Telecommunication Services $ 4,914,525
- ----------------------------------------------------------------------------
UTILITIES -- 0.7%
Independent Power Producer & Energy Traders -- 0.7%
123,600 Ormat Technologies, Inc. (b) $ 4,677,024
-------------
Total Utilities $ 4,677,024
- ----------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $530,626,085) $ 640,404,630
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Principal
Amount ($)
- ----------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 22.8%
Securities Lending Collateral -- 22.8% (c)
Certificates of Deposit:
4,365,480 Bank of Nova Scotia, 0.19%, 2/17/10 $ 4,365,480
4,365,480 DnB NOR Bank ASA NY, 0.2%, 2/17/10 4,365,480
1,589,182 Nordea Bank Finland, 0.19%, 1/28/10 1,589,182
3,968,715 Svenska NY, 0.20%, 3/30/10 3,968,715
4,762,342 Rabobank Nederland NY, 0.19%, 3/2/10 4,762,342
425,684 Westpac Banking NY, 1.35%, 3/19/10 425,684
3,968,618 Societe Generale, 0.21%, 3/4/10 3,968,618
4,365,480 CBA Financial, 0.27%, 1/3/11 4,365,480
1,208,802 BNP Paribas, 0.78%, 6/4/10 1,208,802
2,819,328 Wachovia Bank NA, 1.17%, 5/14/10 2,819,328
-------------
$ 31,839,111
- ----------------------------------------------------------------------------
Commercial Paper:
3,173,018 BBVA London, 0.28%, 3/18/10 $ 3,173,018
851,723 US BanCorp., 0.26%, 5/6/10 851,723
799,397 American Honda Finance, 0.22%, 2/5/10 799,397
1,191,635 GE Capital Corp., 0.45%, 8/20/10 1,191,635
429,620 GE Capital Corp., 0.38%, 10/21/10 429,620
432,495 GE Capital Corp., 0.34%, 10/6/10 432,495
3,173,942 HND AF, 0.18%, 3/2/10 3,173,942
4,364,292 HSBC, 0.20%, 2/19/10 4,364,292
442,666 John Deer Capital Corp., 0.36%, 7/6/10 442,666
3,361,477 JPMorgan Chase & Co., 0.57%, 9/24/10 3,361,477
3,967,272 NABPP, 0.19%, 3/8/10 3,967,272
3,093,201 PARFIN, 0.25%, 4/19/10 3,093,201
3,967,009 Cafco, 0.20%, 3/15/10 3,967,009
4,364,105 Char FD, 0.18%, 3/5/10 4,364,105
3,964,594 WSTPAC, 0.25%, 5/27/10 3,964,594
2,380,298 Ciesco, 0.20%, 3/8/10 2,380,298
The accompanying notes are an integral part of these financial statements.
22 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
- ----------------------------------------------------------------------------
Principal
Amount ($) Value
- ----------------------------------------------------------------------------
Commercial Paper -- (continued):
1,983,780 Ciesco, 0.20%, 2/18/10 $ 1,983,780
3,967,831 Fasco, 0.17%, 2/12/10 3,967,831
1,987,106 Kithaw, 0.21%, 3/2/10 1,987,106
2,035,540 Kithaw, 0.20%, 2/23/10 2,035,540
2,725,282 Old LLC, 0.19%, 3/17/10 2,725,282
1,112,856 Old LLC, 0.18%, 2/17/10 1,112,856
1,354,835 Ranger, 0.20%, 3/12/10 1,354,835
1,349,095 SRCPP, 0.19%, 2/3/10 1,349,095
2,777,446 SRCPP, 0.19%, 2/10/10 2,777,446
1,189,553 TB LLC, 0.19%, 2/8/10 1,189,553
2,181,537 TB LLC, 0.20%, 3/5/10 2,181,537
794,124 TB LLC, 0.10%, 2/9/10 794,124
4,528,292 Bank of America, 0.87%, 5/12/10 4,528,292
793,838 BBVA Senior US, 0.30%, 3/12/10 793,838
4,500,482 Santander, 0.33%, 7/23/10 4,500,482
1,586,867 WFC, 0.49%, 8/20/10 1,586,867
-------------
$ 74,825,208
- ----------------------------------------------------------------------------
Tri-party Repurchase Agreements:
15,874,473 Deutsche Bank, 0.01%, 1/4/10 $ 15,874,473
7,937,236 JPMorgan, 0.0%, 1/4/10 7,937,236
10,723,603 Barclays Capital Markets, 0.0%, 1/4/10 10,723,603
-------------
$ 34,535,312
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Shares
- ----------------------------------------------------------------------------
Money Market Mutual Funds:
3,174,895 Dreyfus Preferred Money Market Fund $ 3,174,896
3,174,895 Blackrock Liquidity Temporary Cash Fund 3,174,895
-------------
$ 6,349,791
-------------
Total Securities Lending Collateral $ 147,549,422
- ----------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $147,549,422) $ 147,549,422
- ----------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 121.7%
(Cost $678,175,507) (a) $ 787,954,052
- ----------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (21.7)% $(140,595,513)
- ----------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $ 647,358,539
============================================================================
* Non-Income producing security.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 23
Schedule of Investments | 12/31/09 (continued)
(a) At December 31, 2009, the net unrealized gain on investments based on cost
for federal Income tax purposes of $684,339,097 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $113,395,233
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (9,780,278)
------------
Net unrealized gain $103,614,955
============
(b) At December 31, 2009, the following securities were out on loan:
-----------------------------------------------------------------
Shares Security Value
-----------------------------------------------------------------
504,000 Abiomed, Inc.* $4,404,960
80,000 Allegiant Travel Co.* 3,773,600
71,100 Alliance Data Systems Corp.* 4,592,349
45,300 Alpha Natural Resources, Inc.* 1,965,114
123,600 AMAG Pharmaceuticals, Inc.* 4,700,508
48,100 American Public Education, Inc.* 1,652,716
55,000 Anadigics, Inc.* 232,100
32,100 ArthroCare Corp.* 760,770
15,900 Assured Guaranty, Ltd. 345,984
249,400 BioMarin Pharmaceutical, Inc.* 4,691,214
1,130,100 Cardiome Pharma Corp.* 5,028,945
164,000 Carrizo Oil & Gas, Inc.* 4,344,360
35,300 Concur Technologies, Inc.* 1,509,075
11,200 Copart, Inc.* 410,256
16,300 CoStar Group, Inc.* 680,851
7,700 Dealertrack Holdings, Inc.* 144,683
191,900 DemandTec, Inc.* 1,682,963
200,000 DexCom, Inc.* 1,616,000
262,900 Echo Global Logistics, Inc.* 3,336,201
503,400 Exterran Holdings, Inc.* 10,797,930
586,100 Finisar Corp.* 5,228,012
149,200 Gamestop Corp.* 3,273,448
240,600 Globe Specialty Metals Corp.* 2,261,640
150,000 Grand Canyon Education, Inc.* 2,851,500
16,700 Gymboree Corp.* 726,283
215,000 Iconix Brand Group, Inc.* 2,719,750
61,500 IDEXX Laboratories, Inc.* 3,286,560
100,000 Imperial Sugar Co. 1,744,000
57,200 Informatica Corp.* 1,479,192
33,000 Insulet Corp.* 471,240
202,400 Inverness Medical Innovations, Inc.* 8,401,624
64,600 Leapfrog Enterprises, Inc.* 252,586
400 Lincare Holdings, Inc.* 14,848
The accompanying notes are an integral part of these financial statements.
24 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
-----------------------------------------------------------------
Shares Security Value
-----------------------------------------------------------------
245,500 Maxim Integrated Products, Inc. $ 4,983,650
100 Myriad Genetics, Inc.* 2,610
31,200 Nuance Communications, Inc.* 484,848
110,800 Ormat Technologies, Inc. 4,192,672
353,000 Penson Worldwide, Inc.* 3,198,180
2,500 Priceline.com, Inc.* 546,250
72,110 Psychiatric Solution, Inc.* 1,524,405
330,800 Rackspace Hosting, Inc.* 6,897,180
686,200 SandRidge Energy, Inc.* 6,470,866
107,800 SmartHeat, Inc.* 1,565,256
431,000 Smithfield Foods, Inc.* 6,546,890
244,000 Solarwinds, Inc.* 5,614,440
397,300 Titanium Metals Corp.* 4,974,196
22,000 The Ultimate Software Group, Inc.* 646,140
37,900 Verigy, Ltd.* 487,773
74,400 VistaPrint NV* 4,215,504
-----------------------------------------------------------------
Total $141,732,122
=================================================================
(c) Securities lending collateral is managed by Credit Suisse AG, New York
Branch.
Purchases and sales of securities (excluding temporary cash investments) for the
year ended December 31, 2009 aggregated $528,370,292 and $615,532,375,
respectively.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Highest priority is given to Level 1 inputs and lowest priority is given to
Level 3.
Level 1 -- quoted prices in active markets for identical securities
Level 2 -- other significant observable inputs (Including quoted prices
for similar securities, interest rates, prepayment speeds,
credit risk, etc.)
Level 3 -- significant unobservable inputs (Including the Fund's own
assumptions in determining fair value of investments)
The following is a summary of the inputs used as of December 31, 2009, in
valuing the Fund's assets:
Level 1 Level 2 Level 3 Total
Common Stocks $640,404,630 $ -- $-- $640,404,630
Temporary Cash Investments -- 141,199,631 -- 141,199,631
Money Market Mutual Funds 6,349,791 -- -- 6,349,791
- -------------------------------------------------------------------------------------
Total $646,754,421 $141,199,631 $-- $787,954,052
=====================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 25
Statement of Assets and Liabilities | 12/31/09
ASSETS:
Investment in securities (including securities loaned of $141,732,122)
(cost $678,175,507) $787,954,052
Cash 9,433,274
Receivables --
Investment securities sold 1,006,584
Fund shares sold 558,090
Dividends 102,696
Other 55,515
- ----------------------------------------------------------------------------------------
Total assets $799,110,211
- ----------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Investment securities purchased $ 678,788
Fund shares repurchased 3,315,099
Upon return of securities loaned 147,549,422
Due to affiliates 152,975
Accrued expenses 55,388
- ----------------------------------------------------------------------------------------
Total liabilities $151,751,672
- ----------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $821,722,187
Accumulated net realized loss on investments (284,142,193)
Net unrealized gain on investments 109,778,545
- ----------------------------------------------------------------------------------------
Total net assets $647,358,539
========================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $463,879,555/20,334,816 shares) $ 22.81
Class B (based on $40,988,936/2,091,482 shares) $ 19.60
Class C (based on $49,914,178/2,519,171 shares) $ 19.81
Class R (based on $10,514,912/461,259 shares) $ 22.80
Class Y (based on $82,060,958/3,508,083 shares) $ 23.39
MAXIMUM OFFERING PRICE:
Class A ($22.81 [divided by] 94.25%) $ 24.20
========================================================================================
The accompanying notes are an integral part of these financial statements.
26 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Statement of Operations
For the Year Ended 12/31/09
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $4,506) $ 2,673,760
Interest and other income 6,790
Income from securities loaned, net 421,026
- -------------------------------------------------------------------------------------------
Total investment income $ 3,101,576
- -------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 2,394,713
Transfer agent fees
Class A 750,226
Class B 104,224
Class C 55,690
Class R 3,382
Class Y 3,035
Distribution fees
Class A 682,314
Class B 150,404
Class C 174,765
Class R 17,207
Shareholder communications expense 267,711
Administrative reimbursements 126,756
Custodian fees 50,409
Registration fees 67,795
Professional fees 73,667
Printing expense 57,511
Fees and expenses of nonaffiliated trustees 10,115
Miscellaneous 4,413
- -------------------------------------------------------------------------------------------
Total expenses $ 4,994,337
Less fees paid indirectly (26)
- -------------------------------------------------------------------------------------------
Net expenses $ 4,994,311
- -------------------------------------------------------------------------------------------
Net investment loss $ (1,892,735)
- -------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND WRITTEN OPTIONS:
Net realized gain (loss) on:
Investments $ (3,579,662)
Written options 55,098 $ (3,524,564)
- -------------------------------------------------------------------------------------------
Change in net unrealized loss on investments $122,119,969
- -------------------------------------------------------------------------------------------
Net gain on investments $118,595,405
- -------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $116,702,670
- -------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 27
Statement of Changes in Net Assets
For the Years Ended 12/31/09 and 12/31/08, respectively
- -------------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/09 12/31/08
- -------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment loss $ (1,892,735) $ (624,134)
Net realized loss on investments and written options (3,524,564) (95,315,816)
Change in net unrealized gain (loss) on investments 122,119,969 (32,948,156)
- -------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations $116,702,670 $(128,888,106)
- -------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net realized gain:
Class A ($0.00 and $0.31 per share, respectively) $ -- $ (3,318,383)
Class B ($0.00 and $0.31per share, respectively) -- (25,429)
Class C ($0.00 and $0.31 per share, respectively) -- (14,809)
Class Y ($0.00 and $0.31 per share, respectively) -- (812,707)
- -------------------------------------------------------------------------------------------
Total distributions to shareowners $ -- $ (4,171,328)
- -------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 26,185,688 $ 26,358,287
Shares issued in reorganization 384,615,214 --
Reinvestment of distributions -- 3,941,449
Cost of shares repurchased (95,667,556) (100,015,176)
- -------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
Fund share transactions $315,133,346 $ (69,715,440)
- -------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $431,836,016 $(202,774,874)
NET ASSETS:
Beginning of year 215,522,523 418,297,397
- -------------------------------------------------------------------------------------------
End of year $647,358,539 $ 215,522,523
- -------------------------------------------------------------------------------------------
Accumulated net investment loss $ -- $ --
- -------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
28 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Statement of Changes in Net Assets (continued)
- --------------------------------------------------------------------------------------------------
'09 Shares '09 Amount '08 Shares '08 Amount
- --------------------------------------------------------------------------------------------------
Class A
Shares sold 896,454 $ 18,157,940 411,113 $ 8,845,461
Shares issued in reorganization 10,825,861 228,425,673 -- --
Reinvestment of distributions -- -- 229,570 3,186,656
Less shares repurchased (2,134,952) (42,790,352) (3,358,446) (72,970,916)
- --------------------------------------------------------------------------------------------------
Net increase (decrease) 9,587,363 $203,793,261 (2,717,763) $(60,938,799)
==================================================================================================
Class B
Shares sold 92,304 $ 1,649,214 9,122 $ 163,777
Shares issued in reorganization 2,212,262 40,263,167 -- --
Reinvestment of distributions -- -- 1,902 23,076
Less shares repurchased (295,984) (5,485,978) (34,502) (613,049)
- --------------------------------------------------------------------------------------------------
Net increase (decrease) 2,008,582 $ 36,426,403 (23,478) $ (426,196)
==================================================================================================
Class C
Shares sold 167,011 $ 3,082,984 16,121 $ 278,083
Shares issued in reorganization 2,627,567 48,320,960 -- --
Reinvestment of distributions -- -- 1,187 14,508
Less shares repurchased (325,032) (6,147,991) (13,831) (258,929)
- --------------------------------------------------------------------------------------------------
Net increase 2,469,546 $ 45,255,953 3,477 $ 33,662
==================================================================================================
Class R (a)
Shares sold 53,300 $ 1,167,112 -- $ --
Shares issued in reorganization 459,269 9,690,575 -- --
Reinvestment of distributions -- -- -- --
Less shares repurchased (51,310) (1,125,982) -- --
- --------------------------------------------------------------------------------------------------
Net increase 461,259 $ 9,731,705 -- $ --
==================================================================================================
Class Y
Shares sold 104,241 $ 2,128,438 796,124 $ 17,070,966
Shares issued in reorganization 2,682,484 57,914,839 -- --
Reinvestment of distributions -- -- 50,722 717,209
Less shares repurchased (1,877,580) (40,117,253) (1,178,467) (26,172,282)
- --------------------------------------------------------------------------------------------------
Net increase (decrease) 909,145 $ 19,926,024 (331,621) $ (8,384,107)
==================================================================================================
(a) Class R shares commenced operations on August 3, 2009.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 29
Financial Highlights
- -----------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/09 12/31/08 12/31/07 12/31/06 12/31/05
- -----------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 15.95 $ 25.24 $ 28.81 $ 31.16 $ 29.80
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.07) $ (0.07) $ (0.20) $ (0.02) $ (0.12)
Net realized and unrealized gain (loss) on investments 6.93 (8.91) (1.01) 1.45 1.48
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 6.86 $ (8.98) $ (1.21) $ 1.43 $ 1.36
Distributions to shareowners:
Net realized gain -- (0.31) (2.36) (3.78) --
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 6.86 $ (9.29) $ (3.57) $ (2.35) $ 1.36
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 22.81 $ 15.95 $ 25.24 $ 28.81 $ 31.16
=============================================================================================================================
Total return* 43.01% (35.39)% (3.90)% 4.78% 4.56%
Ratio of net expenses to average net assets+ 1.35% 1.28% 1.17% 1.28% 1.26%
Ratio of net investment loss to average net assets+ (0.53)% (0.29)% (0.65)% (0.39)% ( 0.56)%
Portfolio turnover rate 140% 221% 104% 99% 83%
Net assets, end of period (in thousands) $463,880 $171,415 $339,870 $428,128 $53,000
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees paid
indirectly:
Net expenses 1.35% 1.28% 1.17% 1.28% 1.26%
Net investment loss (0.53)% (0.29)% (0.65)% (0.39)% (0.56)%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 1.35% 1.28% 1.16% 1.28% 1.26%
Net investment loss (0.53)% (0.28)% (0.64)% (0.39)% (0.56)%
=============================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
- -----------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/09 12/31/08 12/31/07 12/31/06 12/31/05
- -----------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 13.90 $ 22.42 $ 26.19 $ 28.94 $ 27.94
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.11) $ (0.39) $ (0.48) $ (0.48) $ (0.16)
Net realized and unrealized gain (loss) on investments 5.81 (7.82) (0.93) 1.51 1.16
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 5.70 $ (8.21) $ (1.41) $ 1.03 $ 1.00
Distributions to shareowners:
Net realized gain -- (0.31) (2.36) (3.78) --
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 5.70 $ (8.52) $ (3.77) $ (2.75) $ 1.00
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.60 $ 13.90 $ 22.42 $ 26.19 $ 28.94
=============================================================================================================================
Total return* 41.01% (36.41)% (5.06)% 3.74% 3.58%
Ratio of net expenses to average net assets+ 2.58% 2.84% 2.40% 2.40% 2.37%
Ratio of net investment loss to average net assets+ (1.54)% (1.86)% (1.88)% (1.67)% (1.72)%
Portfolio turnover rate 140% 221% 104% 99% 83%
Net assets, end of period (in thousands) $40,989 $ 1,153 $ 2,385 $ 3,145 $ 3,503
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees paid
indirectly:
Net expenses 2.58% 2.84% 2.40% 2.40% 2.37%
Net investment loss (1.54)% (1.86)% (1.88)% (1.67)% (1.72)%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 2.58% 2.82% 2.37% 2.38% 2.37%
Net investment loss (1.54)% (1.84)% (1.85)% (1.65)% (1.71)%
=============================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 31
Financial Highlights (continued)
- -----------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/09 12/31/08 12/31/07 12/31/06 12/31/05
- -----------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 14.02 $ 22.57 $ 26.32 $ 29.01 $ 27.94
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.09) $ (0.27) $ (0.46) $ (0.36) $ (0.16)
Net realized and unrealized gain (loss) on investments 5.88 (7.97) (0.93) 1.45 1.23
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 5.79 $ (8.24) $ (1.38) $ 1.09 $ 1.07
Distributions to shareowners:
Net realized gain -- (0.31) (2.36) (3.78) --
Redemption fees -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 5.79 $ (8.55) $ (3.75) $ (2.69) $ 1.07
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.81 $ 14.02 $ 22.57 $ 26.32 $ 29.01
=============================================================================================================================
Total return* 41.30% (36.30)% (4.96)% 3.93% 3.83%
Ratio of net expenses to average net assets+ 2.39% 2.65% 2.22% 2.27% 2.02%
Ratio of net investment loss to average net assets+ (1.33)% (1.64)% (1.70)% (1.52)% (1.36)%
Portfolio turnover rate 140% 221% 104% 99% 83%
Net assets, end of period (in thousands) $49,914 $ 696 $ 1,042 $ 1,381 $ 887
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees paid
indirectly:
Net expenses 2.39% 2.65% 2.22% 2.27% 2.02%
Net investment loss (1.33)% (1.64)% (1.70)% (1.52)% (1.36)%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 2.39% 2.64% 2.20% 2.26% 2.02%
Net investment loss (1.33)% (1.63)% (1.68)% (1.51)% (1.36)%
=============================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
32 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
- -------------------------------------------------------------------------------------
8/3/09 to
12/31/09 (a)
- -------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 20.45
- -------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment loss $ (0.04)
Net realized and unrealized gain on investments 2.39
- -------------------------------------------------------------------------------------
Net increase from investment operations $ 2.35
- -------------------------------------------------------------------------------------
Net decrease in net asset value $ 2.35
- -------------------------------------------------------------------------------------
Net asset value, end of period $ 22.80
=====================================================================================
Total return* 11.49%(b)
Ratio of net expenses to average net assets+ 1.58%**
Ratio of net investment loss to average net assets+ (0.49)%**
Portfolio turnover rate 140%
Net assets, end of period (in thousands) $10,515
Ratios with reduction for fees paid indirectly:
Net expenses 1.58%**
Net investment loss (0.49)%**
=====================================================================================
(a) Class R shares were first publicly offered on August 3, 2009.
(b) Not Annualized.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at each end of each period.
** Annualized.
+ Ratio with no reduction for fees paid indirectly.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 33
Financial Highlights (continued)
- -------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended 9/23/05 to
12/31/09 12/31/08 12/31/07 12/31/06 12/31/05 (a)
- -------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 16.26 $ 25.59 $ 29.05 $ 31.19 $ 30.48
- -------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment income (loss) $ 0.01(c) $ 0.05 $ (0.06) $ 0.01 $ (0.01)
Net realized and unrealized gain (loss) on investments 7.12 (9.07) (1.04) 1.63 0.72
- -------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 7.13 $ (9.02) $ (1.10) $ 1.64 $ 0.71
Distributions to shareowners:
Net realized gain -- (0.31) (2.36) (3.78) --
- -------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 7.13 $ (9.33) $ (3.46) $ (2.14) $ 0.71
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 23.39 $ 16.26 $ 25.59 $ 29.05 $ 31.19
===============================================================================================================================
Total return* 43.85% (35.06)% (3.48)% 5.46% 4.66%(b)
Ratio of net expenses to average net assets+ 0.77% 0.79% 0.71% 0.72% 0.78%**
Ratio of net investment income (loss) to average net
assets+ 0.04% 0.23% (0.19)% 0.00% (0.15)%**
Portfolio turnover rate 140% 221% 104% 99% 83%
Net assets, end of period (in thousands) $82,061 $42,259 $75,001 $139,415 $215,755
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 0.77% 0.79% 0.71% 0.70% 0.77%**
Net investment income (loss) 0.04% 0.23% (0.19)% 0.02% (0.14)%**
===============================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
(a) Class Y shares were first publicly offered on September 23, 2005.
(b) Not annualized.
(c) The amount shown for share outstanding does not correspond with the net
investment loss on the Statement of Operations for the period due to the
timing of sales and repurchases of shares.
The accompanying notes are an integral part of these financial statements.
34 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Notes to Financial Statements | 12/31/09
1. Organization and Significant Accounting Policies
Pioneer Growth Opportunities Fund (the Fund) is one of three series comprising
Pioneer Series Trust II, a Delaware statutory trust. The Fund is registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is growth of capital.
The Fund offers five classes of shares designated as Class A, Class B, Class C,
Class R, and Class Y shares. Class R shares were first publicly offered on
August 3, 2009. Class Y shares were first publicly offered on September 23,
2005. Effective as of the close of business on December 31, 2009, Class B shares
are no longer offered to new or existing shareholders, except that dividends
and/or capital gain distributions may continue to be reinvested in Class B
shares, and shareholders my exchange their Class B shares for Class B shares of
other Pioneer funds, as permitted by existing exchange privileges. Each class of
shares represents an interest in the same portfolio of investments of the Fund
and has identical rights (based on relative net asset values) to assets and
liquidation proceeds. Share classes can bear different rates of class-specific
fees and expenses such as transfer agent and distribution fees. Differences in
class-specific fees and expenses will result in differences in net investment
income and, therefore, the payment of different dividends from net investment
income earned by each class. The Amended and Restated Declaration of Trust of
the Fund gives the Board the flexibility to specify either per share voting or
dollar-weighted voting when submitting matters for shareholder approval. Under
per share voting, each share of a class of the Fund is entitled to one vote.
Under dollar-weighted voting, a shareholder's voting power is determined not by
the number of shares owned, but by the dollar value of the shares on the record
date. Each share class has exclusive voting rights with respect to matters
affecting only that class, including with respect to the distribution plan for
that class. There is no distribution plan for Class Y shares. Class B shares
convert to Class A shares approximately eight years after the date of purchase.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors. The Fund's prospectuses contain unaudited information
regarding the Fund's principal risks. Please refer to those documents when
considering the Fund's principal risks.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 35
Fund to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses, and gain or loss on investments during the
reporting period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. In
computing the net asset value, securities that have traded on an exchange
are fair valued at the last sale price on the principal exchange where they
are traded. Securities that have not traded on the date of valuation, or
securities for which sale prices are not available, generally are fair
valued at the mean between the last bid and asked prices. Securities for
which market prices and/or quotations are not readily available or are
considered to be unreliable are valued using fair value methods pursuant to
procedures adopted by the Board of Trustees.
Trading in foreign securities is substantially completed each day at
various times prior to the close of the NYSE. The values of such securities
used in computing the net asset value of the Fund's shares are determined
as of such times.
The Fund may use fair value methods if it is determined that a significant
event has occurred after the close of the exchange or market on which the
security trades and prior to the determination of the Fund's net asset
value. Thus, the valuation of the Fund's securities may differ from
exchange prices. At December 31, 2009, there were no securities that were
valued using fair value methods. Inputs used in the valuation of a security
using fair value methods include credit ratings, the financial condition of
the company, current market conditions and comparable securities.
Short-term fixed income securities with remaining maturities of sixty days
or less generally are fair valued at amortized cost. Money market mutual
funds are valued at net asset value.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in the exercise of reasonable diligence. Interest income, including
interest on income bearing cash accounts, is recorded on the accrual basis.
Dividend and interest income are reported net of unrecoverable foreign
taxes withheld at the applicable country rates.
36 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually
received. Further, the effects of changes in foreign currency exchange
rates on investments are not segregated in the statement of operations from
the effects of changes in market price of those securities but are included
with the net realized and unrealized gain or loss on investments.
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal tax provision is required. Tax years for
the prior three fiscal years remain subject to examination by tax
authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Fund's distributions may be
shown in the accompanying financial statements as either from or in excess
of net investment income or net realized gain on investment transactions,
or from paid-in capital, depending on the type of book/tax differences that
may exist.
The Fund has elected to defer $2,359,001 of capital losses recognized
between November 1, 2009 and December 31, 2009 to its fiscal year ending
December 31, 2010.
At December 31, 2009, the Fund had a net capital loss carryforward of
$275,619,602, of which the following amounts will expire between 2015 and
2017 if not utilized: $83,227,059 in 2015, $164,995,103 in 2016 and
$27,397,440 in 2017.
At December 31, 2009, the Fund has reclassified $1,892,735 to decrease
accumulated net investment loss, $32,284 to decrease accumulated net
realized loss on investments and $1,925,019 to decrease paid-in capital, 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.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 37
There were no distributions paid during the fiscal year ended December 31,
2009.
The tax character of distributions paid during the year ended December 31,
2008 was as follows:
- ---------------------------------------------------------------------------------
2008
- ---------------------------------------------------------------------------------
Distributions paid from:
Long-term capital gain $4,171,328
- ---------------------------------------------------------------------------------
Total $4,171,328
=================================================================================
The following shows the components of distributable earnings on a federal
income tax basis at December 31, 2009.
- ---------------------------------------------------------------------------------
2009
- ---------------------------------------------------------------------------------
Distributable earnings:
Capital loss carryforward $ (275,619,602)
Post-October loss deferred (2,359,001)
Unrealized appreciation 103,614,955
- ---------------------------------------------------------------------------------
Total $ (174,363,648)
=================================================================================
The difference between book-basis and tax-basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A.
(UniCredit), earned approximately $13,321 in underwriting commissions on
the sale of Class A shares during the year ended December 31, 2009.
E. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B, Class C and Class R shares of the Fund,
respectively (see Note 4). Class Y shares do not pay distribution fees. All
expenses and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services are allocated among
the classes of shares based on the number of accounts in each class and the
ratable allocation of related out-of-pocket expenses (see Note 3.)
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment
38 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
income dividends to Class A, Class B, Class C, Class R and Class Y shares
can reflect different transfer agent and distribution expense rates.
F. Securities Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a securities loan
transaction, the Fund typically receives cash collateral from the borrower
equal to at least the fair value of the securities loaned, which is
invested in temporary investments. Credit Suisse AG, New York Branch, as
the Fund's securities lending agent, manages the Fund's securities lending
collateral. The income earned on the investment of collateral is shared
with the borrower and the lending agent in payment of any rebate due to the
borrower with respect to the securities loan, and in compensation for the
lending agent's services to the Fund. The Fund also continues to receive
payments in lieu of dividends or interest on the securities loaned. Gain or
loss on the value of the loaned securities that may occur during the term
of the loan will be for the account of the Fund. The amount of the
collateral is required to be adjusted daily to reflect any price
fluctuation in the fair value of the loaned securities. If the required
market value of the collateral is less than the fair value of the loaned
securities, the borrower is required to deliver additional collateral for
the account of the Fund prior to the close of the next business day. The
Fund has the right, under the lending agreement, to terminate the loan and
recover the securities from the borrower with prior notice. The Fund is
required to return the cash collateral to the borrower and could suffer a
loss if the value of the collateral, as invested, has declined.
G. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value
of the underlying securities (collateral), including accrued interest, is
required to be equal to or in excess of the repurchase price. The
collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian or a subcustodian of the
Fund. The Fund's investment adviser, Pioneer Investment Management, Inc.
(PIM), is responsible for determining that the value of the collateral
remains at least equal to the repurchase price.
H. Option Writing
The funds may buy and sell put and call options, or write put and covered
call options on portfolio securities in order to produce incremental
earning or protect against changes in the value of portfolio securities.
The funds generally purchase put options or write covered call options to
hedge against adverse movements in the value of portfolio holdings. When an
option is written, the Fund receives a premium and becomes obligated to
sell or purchase the underlying security at a fixed price, upon the
exercise of
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 39
the option. When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently
adjusted to the current fair value of the option written. Premiums received
from writing options that expire unexercised are treated by the Fund on the
expiration date as realized gains from investments. The difference between
the premium and the amount paid on effecting a closing purchase
transaction, including brokerage commissions, is also treated as a realized
gain, or, if the premium is less than the amount paid for the closing
purchase transaction, as a realized loss. If a call option is exercised,
the premium is added to the proceeds from the sale of the underlying
security in determining whether the Fund has realized a gain or loss. The
Fund as writer of an option bears the market risk of an unfavorable change
in the price of the security underlying the written option.
Transactions in written options for the year ended December 31, 2009 are
summarized as follows:
- --------------------------------------------------------------------------------
Number of Premiums
Contracts Received
- --------------------------------------------------------------------------------
Options outstanding at beginning of period -- $ --
Options opened 921 110,222
Option exercised (119) (18,377)
Options closed (302) (32,775)
Options expired (500) (59,070)
- --------------------------------------------------------------------------------
Options outstanding at end of period -- $ --
================================================================================
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. Management fees are calculated daily at the annual rate of 0.65% of
the Fund's average daily net assets.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to Affiliates" reflected on the Statement of Assets and Liabilities is
$17,574 in management fees, administrative costs and certain other
reimbursements payable to PIM at December 31, 2009.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts.
40 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
For the year ended December 31, 2009, such out of pocket expenses by class of
shares were as follows:
- --------------------------------------------------------------------------------
Shareholder Communications:
- --------------------------------------------------------------------------------
Class A $ 178,669
Class B 21,720
Class C 57,039
Class R 8.364
Class Y 1,919
- --------------------------------------------------------------------------------
Total $ 267,711
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $129,517 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at December 31, 2009.
4. Distribution and Service Plans
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B, Class C and
Class R shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average
daily net assets attributable to Class A shares as compensation for personal
services and/or account maintenance services or distribution services with
regard to Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of
the average daily net assets attributable to Class B and Class C shares. The fee
for Class B and Class C shares consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class C
shares. Pursuant to the Plan, the Fund further pays PFD 0.50% of the average
daily net assets attributable to Class R shares for distribution services.
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $5,884 in distribution fees payable to PFD at December 31, 2009.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay securities dealers, plan
administrators or other service organizations that agree to provide certain
services to retirement plans or plan participants holding shares of the Fund a
service fee of up to 0.25% of the Fund's average daily net assets attributable
to Class R shares held by such plans.
In addition, redemptions of each class of shares (except Class R and Class Y
shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of
1.00% may be imposed on redemptions of certain net asset value purchases of
Class A shares within 18 months of purchase (within 12 months for purchases made
on or after April 1, 2009). Class B shares that are redeemed within five years
of purchase are subject to a CDSC at declining rates beginning at 4.00%, based
on the lower of cost or market value of shares being redeemed. Redemptions of
Class C shares within one year of purchase are subject to a
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 41
CDSC of 1.00%, based on the lower of cost or market value of shares being
redeemed. Shares purchased as part of an exchange remain subject to any CDSC
that applied to the original purchase of those shares. There is no CDSC for
Class R or Class Y shares. Proceeds from the CDSCs are paid to PFD. For the year
ended December 31, 2009, CDSCs in the amount of $13,902 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 December 31, 2009, the Fund's expenses
were reduced by $26 under such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a $165 million committed, unsecured revolving line of
credit facility. Borrowings are used solely for temporary or emergency purposes.
The Fund may borrow up to the lesser of the amount available under the facility
or the limits set for borrowing by the Fund's prospectus and the 1940 Act.
Interest on borrowings is payable at the higher of the London Interbank Offered
Rate (LIBOR) on the borrowing date plus 1.25% on an annualized basis or the
Federal Funds Rate on the borrowing date plus 1.25% on an annualized basis. The
Funds pay an annual commitment fee for this facility. The commitment fee is
allocated among participating Funds based on an allocation schedule set forth in
the credit agreement. For the year ended December 31, 2009, the Fund had no
borrowings under this agreement.
7. Additional Disclosures about Derivative Instruments and Hedging Activities
The effect of derivative instruments on the Statement of Operations for the year
ended December 31, 2009 was as follows:
- ---------------------------------------------------------------------------------------------
Derivatives Not Accounted
for as Hedging Instruments Location of Realized
under Accounting Standards Gain or (Loss) Gain or (Loss)
Codification (ASC) 815 On Derivatives on Derivatives
(formerly FASB Statement 133) Recognized in Income Recognized in Income
- ---------------------------------------------------------------------------------------------
Equity Contracts -- Options Net realized gain on written options $55,098
8. Reorganization Information
Pioneer Small Cap Value Fund was reorganized into Pioneer Growth Opportunities
Fund on August 28, 2009. The purpose of this transaction was to combine two
funds (managed by PIM) with similar investment objectives and strategies. This
tax-free reorganization was accomplished by exchanging the assets and stated
liabilities of Pioneer Small Cap Value Fund for shares of Pioneer Growth
Opportunities Fund.
42 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Shareowners holding Class A, Class B, Class C, Class R and Class Y shares of
Pioneer Small Cap Value Fund received Class A, Class B, Class C, Class R and
Class Y shares, respectively, of Pioneer Growth Opportunities Fund in the
reorganization. The investment portfolio of Pioneer Small Cap Value Fund, with a
fair value of $398,937,998 and an identified cost of $401,928,323 at August 28,
2009, was the principal asset acquired by Pioneer Growth Opportunities Fund. For
financial reporting purposes, assets received and shares issued by Pioneer
Growth Opportunities Fund were recorded at fair value; however, the cost basis
of the investments received from Pioneer Small Cap Value Fund was carried
forward to align ongoing reporting of Pioneer Growth Opportunities Fund's
realized and unrealized gains and losses with amounts distributable to
shareowners for tax purposes. The following charts show the details of the
reorganization as of that Closing Date:
- -----------------------------------------------------------------------------------------
Pioneer Growth Pioneer Small Pioneer Growth
Opportunities Fund Cap Value Fund Opportunities Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- -----------------------------------------------------------------------------------------
Net Assets
Class A $218,381,748 $228,425,673 $446,807,421
Class B $ 1,648,142 $ 40,263,167 $ 41,911,309
Class C $ 1,422,914 $ 48,320,960 $ 49,743,874
Class R $ 15,967 $ 9,690,575 $ 9,706,542
Class Y $ 44,450,812 $ 57,914,839 $102,365,651
- -----------------------------------------------------------------------------------------
Total Net Assets $265,919,583 $384,615,214 $650,534,797
=========================================================================================
Shares Outstanding
Class A 10,352,091 12,876,615 21,177,952
Class B 90,538 2,656,995 2,302,800
Class C 77,379 2,968,545 2,704,946
Class R 757 553,775 460,026
Class Y 2,058,821 3,144,680 4,741,305
Shares Issued in
Reorganization
Class A -- -- 10,825,861
Class B -- -- 2,212,262
Class C -- -- 2,627,567
Class R -- -- 459,269
Class Y -- -- 2,682,484
- ----------------------------------------------------------------------------------
Unrealized Accumulated
Appreciation On Loss On
Closing Date Closing Date
- ----------------------------------------------------------------------------------
Pioneer Small Cap Value Fund $ (2,990,325) $(185,381,897)
Assuming the reorganization had been completed on January 1, 2009, the beginning
of the annual reporting period for Pioneer Growth Opportunities Fund, Pioneer
Growth Opportunities Fund's pro forma results of operations for the year ended
December 31, 2009, are as follows:
Net investment loss $ (2,904,210)
Net gain on investments $186,349,060
Net increase in net assets resulting from operations $183,444,850
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 43
9. Subsequent Events
In preparing these financial statements, PIM has evaluated the impact of all
subsequent events and transactions for potential recognition or disclosure
through February 22, 2010, and has determined that there were no subsequent
events requiring recognition or disclosure in the financial statements.
44 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust II and Shareowners of Pioneer
Growth Opportunities Fund:
- --------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
Growth Opportunities Fund, one of the series comprising Pioneer Series Trust II
(the "Trust"), including the schedule of investments, as of December 31, 2009,
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
Trust'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 Trust'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 Trust's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of December 31, 2009, by correspondence with the custodian
and brokers or by other appropriate audit 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 Growth Opportunities Fund of Pioneer Series Trust II at December 31,
2009, 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 financial
highlights for each of the periods indicated therein, in conformity with U.S.
generally accepted accounting principles.
/s/Ernst + Young LLP
Boston, Massachusetts
February 22, 2010
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 45
Approval of Investment Advisory Agreement (unaudited)
Pioneer Investment Management, Inc. (PIM) serves as investment adviser to
Pioneer Growth Opportunities Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether to
renew the investment advisory agreement for the Fund.
The contract review process began in March 2009 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the process.
In July 2009, the Trustees approved the format of the contract review materials
and submitted their formal request to PIM to furnish information necessary to
evaluate the terms of the investment advisory agreement. The contract review
materials were provided to the Trustees in August 2009. After reviewing and
discussing the materials, the Trustees submitted a request for additional
information to PIM in September 2009, and materials were provided in response to
this request. Meetings of the independent Trustees of the Fund were held in
July, September, October, and November, 2009 to review and discuss the contract
review materials. In addition, the Trustees took into account the information
related to the Fund provided to the Trustees at each regularly scheduled
meeting.
At a meeting held on November 10, 2009, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the 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 renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Fund, its research process and its process for trade execution. The Trustees
considered the resources of PIM and the personnel of PIM who provide investment
management services to the Fund. The Trustees considered the non-investment
resources and personnel of PIM involved in PIM's services to the Fund, including
PIM's compliance and legal resources and personnel. The Trustees also considered
the substantial attention and high priority given by PIM's senior management to
the Pioneer fund complex.
46 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including Fund
officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Fund were
satisfactory and consistent with the terms of the 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
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 considered that the
Fund's annualized total return was in the first quintile of its Morningstar
category for the one year period ended June 30, 2009, in the second quintile of
its Morningstar category for the three year period ended June 30, 2009 and in
the third quintile of its Morningstar category for the five and ten year periods
ended June 30, 2009. (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.) The Trustees concluded that the
investment performance of the Fund was satisfactory.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund in
comparison to the management 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 Trust 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, 2009 was in the first quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period. The
Trustees also considered that the Fund's expense ratio for the twelve months
ended June 30, 2009 was in the first quintile relative to its Strategic Insight
peer group for the comparable period.
The Trustees also reviewed management fees charged by PIM to its institutional
and other clients. In evaluating the fees associated with PIM's client accounts,
the Trustees took into account the respective demands, resources and complexity
associated with the Fund and client accounts. The Trustees noted
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 47
that in some instances the fee rates for those clients were lower than the
management fee for the Fund and considered that, under the investment advisory
agreement with the Fund, PIM performs additional services for the Fund that it
does not provide to those other clients or services that are broader in scope,
including oversight of the Fund's other service providers and activities related
to compliance and the extensive regulatory and tax regimes to which the Fund is
subject.
The Trustees concluded that the management fee payable by the Fund to PIM was
reasonable in relation to the nature and quality of the services provided by
PIM. The Trustees also concluded that the Fund's expense ratio was reasonable
taking into account the nature and quality of services provided by PIM.
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
concluded that PIM's profitability with respect to the management of the Fund
was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
recognize that economies of scale are difficult to identify and quantify and
that, among other factors that may be relevant, are the following: fee levels,
expense subsidization, investment by PIM in research and analytical capabilities
and PIM's commitment and resource allocation to the Funds. The Trustees noted
that profitability also may be an indicator of the availability of any economies
of scale, although profitability may vary for other reasons particularly, for
example during the difficult year in 2008 for financial markets, as the level of
services was maintained notwithstanding a significant decline in PIM's fee
revenues from the Funds. Accordingly, the Trustees concluded that economies of
scale, if any, were being appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Fund. The Trustees considered the character and amount of fees paid by the Fund,
other than under the investment advisory agreement, for services
48 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
provided by PIM and its affiliates. The Trustees further considered the revenues
and profitability of PIM's businesses other than the fund business. The Trustees
also considered the benefits to the Fund and 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 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
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 49
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.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at www.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at http://www.sec.gov.
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, serves as a Trustee of each of the 61 U.S.
registered investment portfolios for which Pioneer serves as investment adviser
(the "Pioneer Funds"). Mr. West serves as a Trustee of 46 U.S. registered
investment portfolios for which Pioneer serves as investment adviser. The
address for all Trustees and all officers of the Fund is 60 State Street,
Boston, Massachusetts 02109.
50 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
Interested Trustees
- --------------------------------------------------------------------------------
Position Held Length of Service
Name and Age with the Fund and Term of Office
- --------------------------------------------------------------------------------
John F. Cogan, Jr. (83)* 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 (51)* Trustee and Executive Trustee since 2007.
Vice President Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------------------------
Interested Trustees
- ---------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
- ---------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (83)* Deputy Chairman and a director of Pioneer Global Asset None
Management 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 Institutional Asset Management, Inc.
(since 2006); Director of Pioneer Alternative Investment
Management Limited (Dublin); President and a director of
Pioneer Alternative Investment Management (Bermuda) Lim-
ited 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.; Presi-
dent 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 (51)* Director, CEO and President of Pioneer Investment Manage- None
ment USA Inc. (since February 2007); Director and President
of Pioneer Investment Management, Inc. and Pioneer Institu-
tional Asset Management, Inc. (since February 2007); Execu-
tive Vice President of all of the Pioneer Funds (since March
2007); Director of Pioneer Global Asset Management S.p.A.
(since April 2007); and Head of New Markets Division,
Pioneer Global Asset Management 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 Growth Opportunities Fund | Annual Report | 12/31/09
51
Independent Trustees
- --------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- --------------------------------------------------------------
David R. Bock (66) Trustee Trustee since 2005.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------
Mary K. Bush (61) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------
Independent Trustees
- ----------------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
- ----------------------------------------------------------------------------------------------------------------------
David R. Bock (66) Managing Partner, Federal City Capital Advisors (corporate Director of Enterprise Com-
advisory services company) (1997 to 2004 and 2008 to munity Investment, Inc.
present); and Executive Vice President and Chief Financial (privately held affordable
Officer, I-trax, Inc. (publicly traded health care services com- housing finance company);
pany) (2004 - 2007) and Director of Oxford Ana-
lytica, Inc. (privately held
research and consulting
company)
- ----------------------------------------------------------------------------------------------------------------------
Mary K. Bush (61) President, Bush International, LLC (international financial Director of Marriott Interna-
advisory 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
- ----------------------------------------------------------------------------------------------------------------------
52 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
- --------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- --------------------------------------------------------------------
Benjamin M. Friedman (65) Trustee Trustee since 2008.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------------
Margaret B.W. Graham (62) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------------
Thomas J. Perna (59) Trustee Trustee since 2006.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------------
Marguerite A. Piret (61) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------------
Stephen K. West (81) Trustee Trustee since 2008.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
- -------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (65) Professor, Harvard University
- -------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (62) Founding Director, Vice President and Corporate Secretary, None
The Winthrop Group, Inc. (consulting firm); and Desautels
Faculty of Management, McGill University
- -------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (59) Chief Executive Officer, Quadriserv, Inc. (technology products None
for securities lending industry) (2008 - present); Private
investor (2004 - 2008); and Senior Executive Vice President,
The Bank of New York (financial and securities services)
(1986 - 2004)
- -------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (61) President and Chief Executive Officer, Newbury, Piret & Com- Director of New America
pany, Inc. (investment banking firm) High Income Fund, Inc.
(closed-end investment
company)
- -------------------------------------------------------------------------------------------------------------------------
Stephen K. West (81) Senior Counsel, Sullivan & Cromwell LLP (law firm) Director, The Swiss Helvetia
Fund, Inc. (closed-end
investment company)
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 53
Fund Officers
- ------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- ------------------------------------------------------------------------
Dorothy E. Bourassa (61) Secretary Since 2004. Serves at
the discretion of the
Board.
- ------------------------------------------------------------------------
Christopher J. Kelley (45) Assistant Secretary Since 2004. Serves at
the discretion of the
Board.
- ------------------------------------------------------------------------
Mark E. Bradley (50) Treasurer Since 2008. Serves at
the discretion of the
Board.
- ------------------------------------------------------------------------
Luis I. Presutti (44) Assistant Treasurer Since 2004. Serves at
the discretion of the
Board.
- ------------------------------------------------------------------------
Gary Sullivan (51) Assistant Treasurer Since 2004. Serves at
the discretion of the
Board.
- ------------------------------------------------------------------------
Fund Officers
- -----------------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Officer
- -----------------------------------------------------------------------------------------------------------------------
Dorothy E. Bourassa (61) Secretary of PIM-USA; Senior Vice President -- Legal of None
Pioneer; 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 Septem-
ber 2003)
- -----------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (45) Associate General Counsel of Pioneer since January 2008 None
and 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 (50) Vice President -- Fund Accounting, Administration and Con- None
trollership Services of Pioneer; 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 Manage-
ment Services, from 2002 to 2003
- -----------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (44) Assistant Vice President -- Fund Accounting, Administration None
and Controllership Services of Pioneer; and Assistant Trea-
surer of all of the Pioneer Funds
- -----------------------------------------------------------------------------------------------------------------------
Gary Sullivan (51) Fund Accounting Manager -- Fund Accounting, Administration None
and Controllership Services of Pioneer; and Assistant Trea-
surer of all of the Pioneer Funds
- -----------------------------------------------------------------------------------------------------------------------
54 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
- -------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- -------------------------------------------------------------------------
David F. Johnson (30) Assistant Treasurer Since 2009. Serves at
the discretion of the
Board.
- -------------------------------------------------------------------------
Teri W. Anderholm (50) Chief Compliance Officer Since 2007. Serves at
the discretion of the
Board.
- -------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Officer
- ----------------------------------------------------------------------------------------------------------------
David F. Johnson (30) Fund Administration Manager -- Fund Accounting, Adminis- None
tration and Controllership Services since November 2008;
Assistant Treasurer of all of the Pioneer Funds since January
2009; and Client Service Manager -- Institutional Investor
Services at State Street Bank from March 2003 to March
2007
- ----------------------------------------------------------------------------------------------------------------
Teri W. Anderholm (50) Chief Compliance Officer of Pioneer since December 2006 None
and of all the Pioneer Funds since January 2007; Vice Presi-
dent and Compliance Officer, MFS Investment Management
(August 2005 to December 2006); Consultant, Fidelity
Investments (February 2005 to July 2005); and Independent
Consultant (July 1997 to February 2005)
- ----------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 55
This page for your notes.
56 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 57
This page for your notes.
58 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/09 59
This page for your notes.
60 Pioneer Growth Opportunities Fund | Annual Report | 12/31/09
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
- --------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Write to us:
- --------------------------------------------------------------------------------
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: pioneerinvestments.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
Pioneer Tax Free
Money Market Fund
- --------------------------------------------------------------------------------
Annual Report | December 31, 2009
- --------------------------------------------------------------------------------
Ticker Symbols:
Class A TTAXX
Class Y PTYXX
[LOGO] PIONEER
Investments(R)
visit us: pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 7
Performance Update 8
Comparing Ongoing Fund Expenses 9
Schedule of Investments 11
Financial Statements 15
Notes to Financial Statements 21
Report of Independent Registered Public Accounting Firm 26
Approval of Investment Advisory Agreement 28
Trustees, Officers and Service Providers 32
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 1
President's Letter
Dear Shareowner,
Stock and bond markets around the globe have begun to recover over the past
year from one of their most tumultuous periods in history. This is a welcome
relief, and we are generally optimistic about the prospects for the economy
going forward. Still, challenges remain. Unemployment is high; consumer demand
and loan growth are weak; and housing has not returned to normal.
At Pioneer, we have long advocated the benefits of investing for the long term.
This strategy has generally performed well for many investors. Those who
remained invested in the market during the downturn have most likely seen their
portfolios start to recover over the past year, as the Dow Jones Industrial
Average climbed back from the depressed levels we saw in early 2009. Many bond
investors have similarly seen a strong rebound, with a broad-based recovery
occurring across many different fixed-income asset classes. The riskiest asset
classes, such as high-yield bonds, outperformed other fixed-income asset
classes during most of 2009.
At Pioneer, we are not changing the approach to investing that we have used for
more than 80 years. We remain focused on company fundamentals and risk
management. Our investment process is based on careful research into individual
companies, quantitative analysis, and active portfolio management. This
three-pillared process, which we apply to each of our portfolios, is supported
by an integrated team approach and is designed to carefully balance risk and
reward. While we see potential opportunities for making money in many corners
of the markets around the globe, it takes research and experience to separate
solid investment opportunities from speculation.
Following this difficult period, many investors are rethinking their approach
to investing and risk management. Some are questioning whether the basic
investment principles they were taught in the past are still useful in today's
markets. Complicating matters is that financial markets remain unpredictable.
Our advice, as always, is to work closely with a trusted financial advisor to
discuss your goals and work together to develop an investment strategy that
meets your individual needs. There is no single best strategy that works for
every investor.
2 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA Inc.
Any information in this 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 Tax Free Money Market Fund | Annual Report | 12/31/09 3
Portfolio Management Discussion | 12/31/09
In the following interview, portfolio manager Seth Roman outlines the
investment environment for tax-free money market securities during Pioneer Tax
Free Money Market Fund's most recent fiscal year ended December 31, 2009, the
Fund's performance, his investment strategy, and his outlook going forward.
Q How did the Fund perform during the 12 months ended December 31, 2009?
A For the 12-month period ended December 31, 2009, the Fund's Class A shares
returned 0.01% at net asset value. Over the same period, the average return
of the 104 funds in Lipper's Tax-Exempt Money Market category was 0.16%.
Q How would you describe the investing environment for tax-exempt money market
funds during the 12 months ended December 31, 2009?
A During the first quarter of 2009, financial markets began to respond
positively to a series of moves orchestrated by the U.S. Federal Reserve
(the Fed) and the Treasury Department in reaction to the massive credit
crunch, falling housing prices and the faltering U.S. economy. The actions
included the lowering of the Federal funds rate to a target range between
0.00% and 0.25% for an extended period. The Fed also created a number of
lending facilities designed to ease tightened credit in various areas of
the market.
As a result of Fed policy and heavy demand for money market instruments,
the three-month London Interbank Offered Rate (LIBOR), a widely followed
measure of taxable short-term rates, which had peaked at nearly 5% in
October 2008 when lending between major financial institutions all but
froze, gradually declined during 2009 as investor confidence was restored.
At the close of the year, market watchers believed that the Fed, not
wanting to impede economic momentum, would not be raising short-term
interest rates any time soon. By December 31, 2009, the three-month LIBOR
stood at 0.25%. Tax-free money market rates also fell sharply during the
12-month period, with the tax-free money market yield curve -- a graphical
measure of short-term rates across maturities extending from one day to one
year -- flattening to the point that, in many cases, very little additional
yield could be obtained in return for extending maturity.
Q What has been the strategy for the Fund during the 12 months ended December
31, 2009?
A We continue to maintain broad diversification within the Fund's portfolio,
both on a regional and national basis, with AAA credits in revenue issues.
As
4 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
we pursue our nationally-focused diversification strategy, we strongly
emphasize high-quality and safety of principal.
In a difficult period for the tax-exempt money markets, we took an
extremely cautious approach in managing the Fund's assets over the last 12
months, in particular avoiding issues tied to economically troubled state
governments such as California, New York, New Jersey and Illinois. The Fund
invested principally in high-quality, daily and weekly floating-rate
securities. These floating-rate securities are extremely liquid, with
yields that adjust daily or weekly based on market conditions. That
provides us with strategic flexibility and the Fund with some measure of
yield. From time to time, during the Fund's fiscal year, we took advantage
of opportunities to purchase longer-term issues -- though only those of the
highest quality -- in an attempt to pick up additional yield. The Fund also
invested on a short-term basis in several major universities with large
endowments and solid enrollment/financials.
Q What is your outlook?
A The U.S. economy seems to be performing marginally better, but is still
encountering significant headwinds. Though housing prices have stabilized,
home foreclosures are mounting, and the continuing downturn in commercial
real estate represents a problem for regional banks. On the plus side,
layoffs have eased and manufacturing appears to be improving. However, the
severe slump in consumer spending (representing 70% of the U.S. economy,
and still nowhere near the levels of three years ago) constitutes a major
roadblock for economic recovery. Until job growth accelerates or consumers
spend more, the recovery will most likely be stalled. The hope is that
manufacturing and exports will continue to improve, and thus provide a
boost to state tax rolls.
In the coming months, we will continue to look for opportunities to extend
the Fund's maturity, though with extreme caution. Because budgets for
several states and many municipalities are severely strained, we will
continue to carefully examine credit quality. In addition, we will monitor
market movements strictly, and seek to take advantage of any upward
movement in short-term yields, while at the same time maintaining the
highest-quality portfolio.
Please refer to the Schedule of Investments on pages 11-14 for a full listing
of Fund securities.
The performance of each class of the Fund is the performance of the predecessor
fund's Investor Class, which has been restated to reflect differences in any
applicable sales charges but not Rule 12b-1 fees or other differences in
expenses. If all the expenses of the Pioneer fund were reflected, the
performance would be lower.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 5
Although the Fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Fund. Fund shares are
not federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other government agency. When interest rates rise, the
prices of fixed income securities in the Fund will generally fall. Conversely,
when interest rates fall, the prices of fixed income securities in the Fund
will generally rise.
Investments in the Fund are subject to possible loss due to the financial
failure of issuers of underlying securities and their inability to meet their
debt obligations. Investing in foreign and/or emerging markets securities
involves risks relating to interest rates, currency exchange rates, economic,
and political conditions. At times, the Fund's investments may represent
industries or industry sectors that are interrelated or have common risks,
making it more susceptible to any economic, political, or regulatory
developments or other risks affecting those industries and sectors.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes.
6 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
Portfolio Summary | 12/31/09
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Medical 24.94%
Higher Education 14.94%
Education 11.78%
General 11.67%
Water 8.73%
Government 7.47%
Utilities 5.70%
Development 4.54%
Diversified 3.43%
School District 2.72%
Facilities 2.38%
Transportation 1.70%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of debt holdings)*
1. Purdue University Revenues, Floating Rate Note, 7/1/27 4.88%
2. Boston Massachusetts Water & Sewer Communities Revenue, Floating Rate Note, 11/1/24 4.77
3. Southeast Alabama Gas District, Floating Rate Note, 8/1/27 4.71
4. Wake County North Carolina, Floating Rate Note, 4/1/21 4.65
5. Loudoun County Virginia Industrial Development Authority, Floating Rate Note, 2/15/38 4.54
6. Texas Water Development Board, Floating Rate Note, 7/15/19 3.73
7. State of Texas, 2.5%, 8/31/10 3.45
8. Illinois Financial Authority Revenue, Floating Rate Note, 9/1/41 3.40
9. Weber County Utah Hospital Revenue, Floating Rate Note, 2/15/31 3.40
10. Syracuse Industrial, 0.15%, 12/1/35 2.95
* This list excludes temporary cash and derivative instruments. Portfolio
holdings will vary for other periods. The holdings listed should not be
considered recommendations to buy or sell any securities listed.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 7
Performance Update | 12/31/09
Share Prices
- --------------------------------------------------------------------------------
Net Asset Value Per Share 12/31/09 12/31/08
Class A shares $ 1.00 $ 1.00
Class Y shares $ 1.00 $ 1.00
Distributions Per Share
- --------------------------------------------------------------------------------
Income Short-Term Long-Term
(1/1/09 - 12/31/09) Dividends Capital Gains Capital Gains
Class A shares $ 0.0001 $ - $ -
Class Y shares $ 0.0002 $ - $ -
Yields**
- --------------------------------------------------------------------------------
Per Share 7-Day Annualized 7-Day Effective*
Class A shares 0.01% 0.01%
Class Y shares 0.01% 0.01%
Expense Ratio
- --------------------------------------------------------------------------------
(Per Prospectus dated May 1, 2009)
Gross Net
Class A shares 0.77% 0.77%
Class Y shares 0.60% 0.60%
* Assumes daily compounding of dividends.
** Please contact Pioneer to obtain the Fund's current yield.
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
Performance data shown represents past performance. Past performance does not
guarantee future results. Investment returns will fluctuate, and there can be
no guarantee the Fund will be able to maintain a stable net asset value of
$1.00 per share. An investment in the Fund is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. Although
the Fund seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Fund.
Pioneer Tax Free Money Market was created through the reorganization of the
predecessor Safeco Tax Free Money Market Fund on December 10, 2004. The
performance of each class of the Fund is the performance of the predecessor
fund's Investor Class, which has been restated to reflect differences in any
applicable sales charges (but not Rule 12b-1 fees or other differences in
expenses). If all the expenses of the Fund were reflected, the performance
would be lower.
Performance does not reflect the deduction of taxes that a shareowner would pay
on Fund distributions or the redemption of Fund shares.
8 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
- --------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Tax Free Money Market Fund
Based on actual returns from July 1, 2009 through December 31, 2009.
Share Class A Y
- --------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00
Value on 7/1/09
- --------------------------------------------------------------------------------
Ending Account $1,000.00 $1,000.00
Value on 12/31/09
- --------------------------------------------------------------------------------
Expenses Paid $ 2.07 $ 2.02
During Period*
- --------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 0.41% and 0.40%,
for Class A and Class Y shares, respectively, multiplied by the average
account value over the period, multiplied by 184/365 (to reflect the
one-half year period).
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 9
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the
5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Tax Free Money Market Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from July 1, 2009 through December 31, 2009.
Share Class A Y
- --------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00
Value on 7/1/09
- --------------------------------------------------------------------------------
Ending Account $1,023.14 $1,023.19
Value on 12/31/09
- --------------------------------------------------------------------------------
Expenses Paid $ 2.09 $ 2.04
During Period*
- --------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 0.41% and 0.40%,
for Class A and Class Y shares, respectively, multiplied by the average
account value over the period, multiplied by 184/365 (to reflect the
one-half year period).
10 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
Schedule of Investments | 12/31/09
- ----------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (b) Ratings
Amount (unaudited) (unaudited) Value
- ----------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS -- 88.4%
Government - 7.4%
$ 4,100,000 0.37 AAA/Aaa Wake County North Carolina, Floating Rate
Note, 4/1/21 $ 4,100,000
2,485,000 0.25 AA+/NR Washington State Putters-Series, Floating
Rate Note, 7/1/13 2,485,000
-----------
$ 6,585,000
- ----------------------------------------------------------------------------------------------------------
Municipal Development - 4.5%
500,000 0.20 AA/Aa1 Jackson County Mississippi, Floating Rate
Note, 6/1/23 $ 500,000
1,500,000 0.23 AA/Aa1 Port Arthur Texas Naval District, Floating Rate
Note, 10/1/24 1,500,000
1,300,000 0.18 AA/Aa1 Valdez Alaska Marine Revenue, Floating Rate
Note, 6/1/37 1,300,000
700,000 0.18 AA+/Aa1 Valdez Alaska Marine Terminal, Floating Rate
Note, 7/1/37 700,000
-----------
$ 4,000,000
- ----------------------------------------------------------------------------------------------------------
Municipal Education - 3.9%
3,000,000 0.35 AA-/NA Illinois Financial Authority Revenue, Floating
Rate Note, 9/1/41 $ 3,000,000
430,000 0.33 AAA/Aaa New Hampshire Health & Education, Floating
Rate Note, 1/1/28 430,000
-----------
$ 3,430,000
- ----------------------------------------------------------------------------------------------------------
Municipal Facilities - 2.4%
2,100,000 0.27 A+/NR Richland Washington Golf Enterprise Revenue,
Floating Rate Note, 12/1/21 $ 2,100,000
- ----------------------------------------------------------------------------------------------------------
Municipal General - 11.6%
1,500,000 SP-1/MIG1 City of Houston Texas, 2.5%, 6/30/10 $ 1,515,208
2,000,000 AAA/MIG1 Colorado State General Fund Revenue,
2.0%, 6/25/10 2,014,620
1,500,000 NR/Aa1 Colorado Educational & Cultural Facilities
Authority, 0.4%, 2/1/39 1,500,000
1,000,000 NR/NR County of Harris Texas, 1.5%, 2/25/10 1,001,634
880,000 AAA/Aaa County of Loudoun Virginia, 5.0%, 5/1/10 892,828
3,000,000 AA+/MIG1 State of Texas, 2.5%, 8/31/10 3,039,671
315,000 AAA/Aaa Washington Suburban Sanitation,
5.25%, 6/1/10 321,274
-----------
$10,285,235
- ----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 11
Schedule of Investments | 12/31/09 (continued)
- -------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (b) Ratings
Amount (unaudited) (unaudited) Value
- -------------------------------------------------------------------------------------------------------
Municipal Higher Education - 14.9%
$ 445,000 0.18 NR/Aa2 Charlottesville Virginia Industrial Development,
Floating Rate Note, 12/1/37 $ 445,000
250,000 0.35 NR/Aa2 Charlottesville Virginia Industrial Development,
Floating Rate Note, 12/1/37 250,000
1,500,000 0.22 AAA/Aaa Connecticut State Health, Floating Rate Note,
7/1/36 1,500,000
495,000 4.40 AA/NR Kent County Student, Floating Rate Note,
7/1/36 495,000
4,300,000 0.22 AA/Aa1 Purdue University Revenues, Floating Rate
Note, 7/1/27 4,301,748
2,600,000 AAA/Aaa Syracuse Industrial, 0.15%, 12/1/35 2,600,000
760,000 0.26 AA/Aa2 University of Minnesota, Floating Rate Note,
12/1/36 760,000
200,000 0.21 AA+/Aa1 Virginia College Building Authority, Floating
Rate Note, 2/1/26 200,000
615,000 NR/Aa1 Virginia College Building Authority, 0.8%,
3/1/39 615,000
2,000,000 0.20 AAA/Aaa Wisconsin State Health & Educational Facility,
Floating Rate Note, 12/1/33 2,000,000
-----------
$13,166,748
- -------------------------------------------------------------------------------------------------------
Municipal Medical - 24.9%
2,285,000 0.23 AA-/Aa1 Elmhurst Illinois, Floating Rate Note, 7/1/18 $ 2,285,000
2,250,000 0.20 AA/Aaa Harris County Texas Health, Floating Rate
Note, 12/01/41 2,250,000
1,400,000 0.20 AA/Aaa Harris County Texas Health, Floating Rate
Note, 12/01/41 1,400,000
100,000 0.15 AAA/Aaa Loudoun County Virginia Industrial Development
Authority, Floating Rate Note, 10/1/39 100,000
4,000,000 0.20 AAA/Aaa Loudoun County Virginia Industrial Development
Authority, Floating Rate Note, 2/15/38 4,000,000
2,415,000 0.33 AA+/Aa3 Maryland State Health & Higher Education,
Floating Rate Note, 7/1/34 2,415,000
800,000 0.17 AA/Aa1 Minneapolis & St Paul, Floating Rate Note,
11/15/34 800,000
500,000 0.20 NR/Aa1 Minneapolis & St Paul Housing &
Redevelopment Authority, 0.2%, 11/15/35 500,000
1,300,000 0.32 AAA/Aa1 New Hampshire Health & Education, Floating
Rate Note, 10/1/23 1,300,000
250,000 0.32 NR/Aa2 North Carolina Medical Care Communities,
Floating Rate Note, 6/1/15 250,000
1,200,000 0.35 NR/Aa1 Nueces County Texas Health Facilities
Development Revenue, Floating Rate Note,
7/1/15 1,200,000
The accompanying notes are an integral part of these financial statements.
12 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
- -------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (b) Ratings
Amount (unaudited) (unaudited) Value
- -------------------------------------------------------------------------------------------------------
Municipal Medical - (continued)
$ 200,000 0.20 AA-/NR Oregon State Facilities Authority Revenue,
Floating Rate Note, 8/1/34 $ 200,000
1,085,000 0.20 AA-/NR Oregon State Facilities Authority Revenue,
Floating Rate Note, 8/1/34 1,085,000
1,195,000 0.18 AAA/Aaa University Hospitals & Clinics Authority, Floating
Rate Note, 4/1/32 1,195,000
3,000,000 0.23 AA+/Aa1 Weber County Utah Hospital Revenue, Floating
Rate Note, 2/15/31 3,000,000
-----------
$21,980,000
- ---------------------------------------------------------------------------------------------------------
Municipal School District - 2.7%
2,400,000 NR/MIG1 Weston Massachusetts, 1.5%, 2/5/10 $ 2,401,987
- ---------------------------------------------------------------------------------------------------------
Municipal Transportation - 1.7%
1,500,000 0.25 AA/P-1 JP Morgan Chase Putt, 1.07%, 4/15/10 $ 1,500,000
- ---------------------------------------------------------------------------------------------------------
Municipal Utilities - 5.7%
870,000 0.20 AA/Aa2 Gainsville Florida Utilities, Floating Rate
Note, 10/1/38 $ 870,000
4,150,000 0.20 NR/Aa2 Southeast Alabama Gas District, Floating Rate
Note, 8/1/27 4,150,000
-----------
$ 5,020,000
- ---------------------------------------------------------------------------------------------------------
Municipal Water - 8.7%
4,200,000 0.30 AA-/Aa2 Boston Massachusetts Water & Sewer
Communities Revenue, Floating Rate Note,
11/1/24 $ 4,200,000
200,000 0.28 AAA/Aaa Columbia South Carolina Water, Floating Rate
Note, 2/1/38 200,000
3,291,000 0.22 AAA/Aaa Texas Water Development Board, Floating Rate
Note, 7/15/19 3,291,000
-----------
$ 7,691,000
- ---------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost $78,159,970) $78,159,970
- ---------------------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS - 11.3%
COMMERCIAL PAPER - 11.3%
1,000,000 A-1+/NR City of Jacksonville, 0.36%, 4/1/10 $ 1,000,000
1,000,000 A-1+/NR City of Jacksonville, 0.36%, 4/1/10 1,000,000
630,000 A-1+/P-1 Ohio State University, 0.19%, 1/6/10 630,000
1,000,000 A-1+/P-1 Texas Public Finance, 0.3%, 3/12/10 1,000,000
840,000 A-1+/P-1 University of Minnesota, 0.25%, 1/4/10 840,000
1,985,000 A-1+/P-1 University of Texas, 0.3%, 3/11/10 1,985,000
495,000 A-1+/P-1 University of Texas, 0.22%, 1/7/10 495,000
2,000,000 A-1+/P-1 Vanderbilt University, 0.25%, 3/1/10 2,000,000
1,000,000 A-1+/P-1 Vanderbilt University, 0.26%, 3/2/10 1,000,000
-----------
$ 9,950,000
- ---------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 13
Schedule of Investments | 12/31/09 (continued)
- ---------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (b) Ratings
Amount (unaudited) (unaudited) Value
- ---------------------------------------------------------------------------------------------------
TAX EXEMPT MONEY MARKET MUTUAL FUND - 0.0%
$ 25,000 BlackRock Liquidity Funds Temp Cash Portfolio $ 25,000
- ---------------------------------------------------------------------------------------------------
TOTAL TAX EXEMPT MONEY MARKET
MUTUAL FUND $ 25,000
- ---------------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $9,975,000) $ 9,975,000
- ---------------------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES - 99.7%
(Cost $88,134,970) (a) $88,134,970
- ---------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES - 0.3% $ 238,709
- ---------------------------------------------------------------------------------------------------
TOTAL NET ASSETS - 100.0% $88,373,679
===================================================================================================
NR Not Rated by either S&P or Moody's.
(a) At December 31, 2009, cost for federal income tax purposes was
$88,134,970.
(b) Debt obligation with a variable interest rate. Rate shown is rate at
period end.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Highest priority is given to Level 1 inputs and lowest priority is given to
Level 3.
Level 1 - quoted prices in active markets for identical securities
Level 2 - other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit
risk, etc.)
Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments)
The following is a summary of the inputs used as of December 31, 2009, in
valuing the Fund's assets:
Level 1 Level 2 Level 3 Total
Municipal bonds $ -- $78,159,970 $-- $78,159,970
Commercial paper -- 9,950,000 -- 9,950,000
Money market mutual fund 25,000 -- -- 25,000
- -------------------------------------------------------------------------------
Total $25,000 $88,109,970 $-- $88,134,970
===============================================================================
The accompanying notes are an integral part of these financial statements.
14 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
Statement of Assets and Liabilities | 12/31/09
ASSETS:
Investment in securities (cost $88,134,970) $88,134,970
Cash 114,480
Receivables --
Fund shares sold 3,684
Dividends, interest 152,646
Due from Pioneer Investment Management, Inc. 39,934
Other 36,887
- ----------------------------------------------------------------------
Total assets $88,482,601
- ----------------------------------------------------------------------
LIABILITIES:
Payables --
Fund shares repurchased $ 4,674
Dividends 21,282
Due to affiliates 9,924
Auditing 29,625
Custodian 13,671
Printing 7,014
Insurance 10,494
Legal 7,505
Accrued expenses 4,733
- ----------------------------------------------------------------------
Total liabilities $ 108,922
- ----------------------------------------------------------------------
NET ASSETS:
Paid-in capital $88,409,101
Distributions in excess of net investment income (13,670)
Accumulated net realized loss on investments (21,752)
- ----------------------------------------------------------------------
Total net assets $88,373,679
======================================================================
NET ASSET VALUE PER SHARE:
(No par value, Unlimited number of shares authorized)
Class A (based on $44,138,143/44,138,780 shares) $ 1.00
Class Y (based on $44,235,536/44,233,530 shares) $ 1.00
- ----------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 15
Statement of Operations
For the Year Ended 12/31/2009
INVESTMENT INCOME:
Interest $501,077
- --------------------------------------------------------------------------------------
Total investment income $ 501,077
- --------------------------------------------------------------------------------------
EXPENSES:
Management fees $456,972
Transfer agent fees and expenses
Class A 14,974
Class Y 1,700
Distribution fees
Class A 78,332
Shareholder communications expense 7,984
Administrative reimbursements 41,807
Registration fees 48,388
Professional fees 57,590
Printing expense 30,682
Fees and expenses of nonaffiliated trustees 7,160
Miscellaneous 57,864
- --------------------------------------------------------------------------------------
Total expenses $ 803,453
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. (343,723)
- --------------------------------------------------------------------------------------
Net expenses $ 459,730
- --------------------------------------------------------------------------------------
Net investment income $ 41,347
- --------------------------------------------------------------------------------------
REALIZED GAIN ON INVESTMENTS
Net realized gain on investments $ 5,212
- --------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 46,559
======================================================================================
The accompanying notes are an integral part of these financial statements.
16 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
Statements of Changes in Net Assets
For the Years Ended 12/31/2009 and 12/31/2008, respectively
- ---------------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/2009 12/31/2008
- ---------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 41,347 $ 2,914,096
Net realized gain (loss) on investments 5,212 (730)
- ---------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 46,559 $ 2,913,366
- ---------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.0001 and $0.0157 per share, respectively) $ (7,169) $ (1,143,102)
Class Y ($0.0002 and $0.0174 per share, respectively) (17,763) (1,789,000)
- ---------------------------------------------------------------------------------------------
Total distributions to shareowners $ (24,932) $ (2,932,102)
- ---------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $157,719,458 $374,175,942
Reinvestment of distributions 7,171 749,252
Cost of shares repurchased (243,527,086) (387,714,720)
- ---------------------------------------------------------------------------------------------
Net decrease in net assets resulting from
Fund share transactions $(85,800,457) $(12,789,526)
- ---------------------------------------------------------------------------------------------
Net decrease in net assets $(85,778,830) $(12,808,262)
NET ASSETS:
Beginning of year 174,152,509 186,960,771
- ---------------------------------------------------------------------------------------------
End of year $ 88,373,679 $174,152,509
- ---------------------------------------------------------------------------------------------
Distributions in excess of net investment income $ (13,670) $ (30,085)
=============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 17
Statements of Changes in Net Assets (continued)
- ------------------------------------------------------------------------------------------------------
'09 Shares '09 Amount '08 Shares '08 Amount
- ------------------------------------------------------------------------------------------------------
Class A
Shares sold 90,223,403 $ 90,223,402 220,983,959 $ 220,983,959
Reinvestment of distributions 7,169 7,169 749,193 749,193
Less shares repurchased (116,430,862) (116,430,862) (222,958,098) (222,958,098)
- ------------------------------------------------------------------------------------------------------
Net decrease (26,200,290) $ (26,200,291) (1,224,946) $ (1,224,946)
======================================================================================================
Class Y
Shares sold 67,496,056 $ 67,496,056 153,191,983 $ 153,191,983
Reinvestment of distributions 2 2 59 59
Less shares repurchased (127,096,224) (127,096,224) (164,756,622) (164,756,622)
- ------------------------------------------------------------------------------------------------------
Net decrease (59,600,166) $ (59,600,166) (11,564,580) $ (11,564,580)
======================================================================================================
The accompanying notes are an integral part of these financial statements.
18 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
Financial Highlights
- ---------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/09 12/31/08 12/31/07 12/31/06 12/31/05
- ---------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
- ---------------------------------------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ 0.0001 $ 0.0157 $(0.0299) $ 0.0270 $ 0.0126
Distributions to shareowners:
Net investment income (0.0001) (0.0157) 0.0299 (0.0270) (0.0126)
Net realized and unrealized gain (loss) on investments -- -- 0.0003 -- --
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.0000 $ 1.0000 $ 1.0003 $ 1.0000 $ 1.0000
===========================================================================================================================
Total return* 0.01% 1.58% 3.03% 2.76% 1.28%
Ratio of net expenses to average net assets+ 0.41% 0.72% 0.65% 0.75% 0.78%
Ratio of net investment income to average net assets+ 0.02% 1.56% 2.96% 2.82% 1.75%
Net assets, end of period (in thousands) $ 44,138 70,331 $ 71,568 $ 72,854 $ 31,232
Ratios with no waiver of fees and assumptions of expense
by the Adviser and no reductions for fees paid indirectly:
Net expenses 0.80% 0.72% 0.65% 0.75% 0.81%
Net investment loss (0.37)% 1.56% 2.96% 2.82% 1.72%
Ratios with waiver of fees and assumptions of expense
by the Adviser and no reductions for fees paid indirectly:
Net expenses 0.41% 0.72% 0.64% 0.75% 0.78%
Net investment income 0.02% 1.56% 2.96% 2.82% 1.75%
===========================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 19
Financial Highlights (continued)
- -----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year 9/23/05 (a)
Ended Ended Ended Ended to
12/31/09 12/31/08 12/31/07 12/31/06 12/31/05
- -----------------------------------------------------------------------------------------------------------------------------
Class Y (a)
Net asset value, beginning of period $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
- -----------------------------------------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ 0.0002 $ 0.0174 $ 0.0320 $ 0.0284 $ 0.0054
Distributions to shareowners:
Net investment income (0.0002) (0.0174) (0.0320) (0.0284) (0.0054)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
=============================================================================================================================
Total return* 0.02% 1.75% 3.19% 2.99% 0.54%
Ratio of net expenses to average net assets+ 0.40% 0.55% 0.44% 0.57% 0.56%**
Ratio of net investment income to average net assets+ 0.05% 1.75% 3.16% 2.99% 1.96%**
Net assets, end of period (in thousands) $ 44,236 $103,821 $115,393 $121,046 $ 91,177
Ratios with no waiver of fees and assumptions of expense
by the Adviser and no reductions for fees paid
indirectly:
Net expenses 0.62% 0.55% 0.44% 0.57% 0.56%**
Net investment loss (0.17)% 1.75% 3.16% 2.99% 1.96%**
Ratios with waiver of fees and assumptions of expense by
the Adviser and no reductions for fees paid indirectly:
Net expenses 0.40% 0.55% 0.44% 0.57% 0.56%**
Net investment income 0.05% 1.75% 3.16% 2.99% 1.96%**
=============================================================================================================================
(a) Class Y shares were first publicly offered on September 23, 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.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
20 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
Notes to Financial Statements | 12/31/09
1. Organization and Significant Accounting Policies
Pioneer Tax Free Money Market Fund (the Fund) is one of seven series of
portfolios comprising Pioneer Series Trust II, a Delaware statutory trust. The
Fund is registered under the Investment Company Act of 1940 as a diversified,
open-end management investment company. The investment objective of the Fund is
to provide current income, exempt from federal income tax, as is consistent with
the preservation of capital.
The Fund offers two classes of shares -- Class A and Class Y shares. Class Y
shares were first publicly offered on September 23, 2005. Shares of each class
represent an interest in the same portfolio of investments of the Fund and have
identical rights (based on relative net asset values) to assets and liquidation
proceeds. Share classes can bear different class-specific fees and expenses such
as transfer agent and distribution fees. Differences in class-specific fees and
expenses will result in differences in net investments income and, therefore,
the payment of different dividends by each class. The Amended and restated
Declaration of Trust of the Fund gives the Board the flexibility to specify
either per share voting or dollar-weighted voting when submitting matters for
shareholder approval. Under per share voting, a shareholder's voting power is
determined not by the number of shares owned, but by the dollar value of the
shares on the record date. Share classes have exclusive voting rights with
respect to matters affecting only that class, including with respect to the
distribution plan for that class. There is no distribution plan for Class Y
shares.
The Fund's prospectuses contain unaudited information regarding the Fund's
principal risks. Please refer to these documents when considering the Fund's
principal risks. Investments in the Fund are subject to possible loss due to the
financial failure of underlying securities and their inability to meet their
debt obligations.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the Fund
to, among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
income, expenses and gains and losses on investments during the reporting
periods. Actual results could differ from those estimates.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 21
The following is a summary of significant accounting policies followed by the
Fund in preparation of its financial statements, which are consistent with those
policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. Securities are valued
at amortized cost, which approximates fair market value. Mutual funds are
valued at net asset value. Investments purchased at a discount or premium
are valued by amortizing the difference between the original purchase price
and maturity value of the issue over the period to maturity. Interest
income, including interest on income bearing cash accounts, is recorded on
the accrual basis.
B. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required. Tax
years for the prior three fiscal years remain subject to examination by tax
authorities.
At December 31, 2009, the Fund had a net capital loss carryforward of
$21,752, of which the following amounts will expire between 2010 and 2016
if not utilized: $9,469 in 2010, $56 in 2011, $6,547 in 2012, $4,950 in
2014, and $730 in 2016.
The tax character of distributions paid during the years ended December 31,
2009 and December 31, 2008 were as follows:
- --------------------------------------------------------------------------------
2009 2008
Distributions paid from:
Ordinary income $ -- $ 228,871
Tax exempt income 24,932 2,703,231
- --------------------------------------------------------------------------------
Total $24,932 $2,932,102
================================================================================
The following shows the components of distributable earnings on a federal
income tax basis at December 31, 2009:
- --------------------------------------------------------------------------------
2009
- --------------------------------------------------------------------------------
Distributable earnings:
Capital loss carryforward $ (21,752)
Dividend payable (13,670)
- --------------------------------------------------------------------------------
Total $ (35,422)
================================================================================
22 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date. The
Fund declares as daily dividends substantially all of its net investment
income. All dividends are paid on a monthly basis. Short-term capital gain
distributions, if any, may be declared with the daily dividends.
D. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A shares of the Fund (see Note 4). Class Y shares do
not pay distribution fees. All expenses and fees paid to the transfer
agent, Pioneer Investment Management Shareholder Services, Inc. (PIMSS),
for its services, are allocated among the classes of shares based on the
number of accounts in each class and the ratable allocation of related
out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A and Class Y shares can reflect
different transfer agent and distribution expense rates.
2. Management Agreement
Pioneer Investment Management, Inc. (PIM), a wholly-owned indirect subsidy of
UniCredit, S.p.A. (UniCredit), manages the Fund's portfolio. Management fees are
calculated daily at the annual rate of 0.40% of the Fund's average daily net
assets up to $1 billion and 0.35% on assets over $1 billion. For the year ended
December 31, 2009, the effective (excluding waivers and/or reimbursement of
expenses) management fee was equivalent to a rate of 0.40% of average daily net
assets.
PIM may limit the Fund's expenses or waive a portion of its management fee in an
effort to maintain a net asset value of $1.00 per share. From time to time, PIM
and its affiliates may limit the expenses of one or more classes for the purpose
of avoiding a negative yield or increasing its yield during the period of the
limitation. These expense limitation policies are voluntary and temporary and
may be revised or terminated by PIM at any time without notice.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 23
Included in "Due to Affiliates" reflected on the Statement of Assets and
Liabilities is $1,303 in management fees, administrative cost and certain other
reimbursements payable to PIM at December 31, 2009.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts. For
the year ended December 31, 2009, such out of pocket expenses by class of shares
were as follows:
- --------------------------------------------------------------------------------
Shareholder Communications:
Class A $5,611
Class Y $2,373
- --------------------------------------------------------------------------------
Total: $7,984
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $8,435 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at December 31, 2009.
4. Distribution Plan
The Fund has adopted a Distribution plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940, with respect to its Class A shares. Class Y
shares do not have a distribution plan. Pursuant to the Plan, the Fund pays
Pioneer Funds Distributor, Inc. (PFD), 0.15% of the average daily net assets
attributable to Class A shares as compensation for personal services and/or
account maintenance services or distribution services with regard to Class A
shares. Included in "Due to Affiliates" is $186 in distribution fees payable to
PFD at December 31, 2009.
5. Expense Offsets
The Fund has entered into certain expense offset arrangements with PIMSS
resulting in a reduction in the Fund's total expenses, due to interest earned on
cash held by PIMSS. There were no such offsets for the year ended December 31,
2009.
6. Money Market Temporary Guarantee Program Fees
The Fund was enrolled in the U.S. Treasury Department's Temporary Guarantee
Program for Money Market Funds (the "Program") from September 19, 2008 through
September 18, 2009, as extended. The Program provided a guarantee to
participating money market fund shareholders based on the number
24 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
of shares invested in the Fund at the close of business on September 19, 2008.
The guarantee expired unutilized by the Fund.
The Fund paid fees in the combined amount of 0.025% of the Fund's net asset
value as of the close of business on September 19, 2008 to participate in the
Program through April 30, 2009. To further participate in the extended period of
the Program through September 18, 2009, the Fund paid to the U.S. Treasury
Department fees in the amount of 0.015% of the Fund's net asset value as of the
close of business on September 19, 2008. The expenses to participate in the
Program and the extended period of the Program were borne by the Fund without
regard to any expense limitation that was in effect for the Fund at that time
and are reflected in the statement of operations.
7. Subsequent Events
In preparing these financial statements, PIM has evaluated the impact of all
events and transactions for potential recognition or disclosure through February
22, 2010, the date the financial statements were issued, and has determined that
there were no subsequent events requiring recognition or disclosure in the
financial statements.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 25
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust II and Shareowners of
Pioneer Tax Free Money Market Fund:
- --------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
Tax Free Money Market Fund, one of the series comprising the Pioneer Series
Trust II (the "Trust"), including the schedule of investments, as of December
31, 2009, 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 Trust'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 Trust'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 Trust's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of December 31, 2009, by correspondence with the custodian.
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 Tax Free Money Market Fund of Pioneer Series Trust II at December 31,
2009, 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 financial
highlights for each of the periods indicated therein, in conformity with U.S.
generally accepted accounting principles.
/s/ Ernst + Young LLP
Boston, Massachusetts
February 22, 2010
26 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
ADDITIONAL INFORMATION (unaudited)
The percentages of the Fund's ordinary income distributions that are exempt from
nonresident alien (NRA) tax withholding resulting from qualified interest income
and qualified short-term gains were 100.00% and 0.0%, respectively.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 27
Approval of Investment Advisory Agreement (unaudited)
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Tax Free Money Market Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether to
renew the investment advisory agreement for the Fund.
The contract review process began in March 2009 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the process.
In July 2009, the Trustees approved the format of the contract review materials
and submitted their formal request to PIM to furnish information necessary to
evaluate the terms of the investment advisory agreement. The contract review
materials were provided to the Trustees in August 2009. After reviewing and
discussing the materials, the Trustees submitted a request for additional
information to PIM in September 2009, and materials were provided in response to
this request. Meetings of the independent Trustees of the Fund were held in
July, September, October, and November, 2009 to review and discuss the contract
review materials. In addition, the Trustees took into account the information
related to the Fund provided to the Trustees at each regularly scheduled
meeting.
At a meeting held on November 10, 2009, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the 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 renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Fund, its research process and its process for trade execution. The Trustees
considered the resources of PIM and the personnel of PIM who provide investment
management services to the Fund. The Trustees considered the non-investment
resources and personnel of PIM involved in PIM's services to the Fund, including
PIM's compliance and legal resources and personnel. The Trustees also considered
the substantial attention and high priority given by PIM's senior management to
the Pioneer fund complex.
28 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including Fund
officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Fund were
satisfactory and consistent with the terms of the 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
performance of its peer group of funds as classified by Lipper, Inc. (Lipper),
an independent provider of investment company data, and with the performance of
the Fund's benchmark index. The Trustees considered that the Fund's annualized
total return was in the fourth quintile of its Lipper category for the one year
period ended June 30, 2009 and in the third quintile of its Lipper category for
the three year period ended June 30, 2009. (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.) The Trustees discussed
the Fund's recent underperformance with PIM and were satisfied with the
information presented by PIM with respect to the Fund's performance.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund in
comparison to the management fees of its peer group of funds as classified by
Lipper 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 Trust 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, 2009 was in the third quintile relative to the management fees
paid by other funds in its Lipper peer group for the comparable period. The
Trustees also considered that the Fund's expense ratio for the twelve months
ended June 30, 2009 was in the third quintile relative to its Strategic Insight
peer group for the comparable period. The Trustees considered the breakpoint in
the management fee schedule and the reduced fee rate on assets over $1 billion.
The Trustees also reviewed management fees charged by PIM to its institutional
and other clients. In evaluating the fees associated with PIM's client
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 29
accounts, the Trustees took into account the respective demands, resources and
complexity associated with the Fund and client accounts. The Trustees noted that
in some instances the fee rates for those clients were lower than the management
fee for the Fund and considered that, under the investment advisory agreement
with the Fund, PIM performs additional services for the Fund that it does not
provide to those other clients or services that are broader in scope, including
oversight of the Fund's other service providers and activities related to
compliance and the extensive regulatory and tax regimes to which the Fund is
subject.
The Trustees concluded that the management fee payable by the Fund to PIM was
reasonable in relation to the nature and quality of the services provided by
PIM. The Trustees also concluded that the Fund's expense ratio was reasonable
taking into account the nature and quality of services provided by PIM.
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
concluded that PIM's profitability with respect to the management of the Fund
was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
recognize that economies of scale are difficult to identify and quantify and
that, among other factors that may be relevant, are the following: fee levels,
expense subsidization, investment by PIM in research and analytical capabilities
and PIM's commitment and resource allocation to the Funds. The Trustees noted
that profitability also may be an indicator of the availability of any economies
of scale, although profitability may vary for other reasons particularly, for
example during the difficult year in 2008 for financial markets, as the level of
services was maintained notwithstanding a significant decline in PIM's fee
revenues from the Funds. Accordingly, the Trustees concluded that economies of
scale, if any, were being appropriately shared with the Fund.
30 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Fund. The Trustees considered the character and amount of fees paid by the Fund,
other than under the investment advisory agreement, for services provided by PIM
and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. The Trustees
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
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 31
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.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at www.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at http://www.sec.gov.
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, serves as a Trustee of each of the 61 U.S.
registered investment portfolios for which Pioneer serves as investment adviser
(the "Pioneer Funds"). Mr. West serves as a Trustee of 46 U.S. registered
investment portfolios for which Pioneer serves as investment adviser. The
address for all Trustees and all officers of the Fund is 60 State Street,
Boston, Massachusetts 02109.
32 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
Interested Trustees
- --------------------------------------------------------------------------------
Position Held Length of Service
Name and Age with the Fund and Term of Office
- --------------------------------------------------------------------------------
John F. Cogan, Jr. (83)* 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 (51)* Trustee and Executive Trustee since 2007.
Vice President Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------------------------
Interested Trustees
- ------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
- ------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (83)* 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"); Chair-
man and a director of Pioneer; Chairman and Director of Pioneer
Institutional Asset Management, Inc. (since 2006); Director of
Pioneer Alternative Investment Management Limited (Dublin);
President and a director of Pioneer Alternative Investment Man-
agement (Bermuda) 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 (51)* 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); and Head of New Markets Division, Pioneer Global Asset
Management 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 Tax Free Money Market Fund | Annual Report | 12/31/09 33
Independent Trustees
- --------------------------------------------------------------
Position Held Length of Service
Name and Age with the Fund and Term of Office
- --------------------------------------------------------------
David R. Bock (66) Trustee Trustee since 2005.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------
Mary K. Bush (61) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------
Independent Trustees
- -----------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
- -----------------------------------------------------------------------------------------------------------------------
David R. Bock (66) Managing Partner, Federal City Capital Advisors (corporate advi- Director of Enterprise Com-
sory services company) (1997 to 2004 and 2008 to present); munity Investment, Inc.
and Executive Vice President and Chief Financial Officer, I-trax, (privately held affordable
Inc. (publicly traded health care services company) (2004 - housing finance company);
2007) and Director of Oxford Ana-
lytica, Inc. (privately held
research and consulting
company)
- -----------------------------------------------------------------------------------------------------------------------
Mary K. Bush (61) 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
- -----------------------------------------------------------------------------------------------------------------------
34 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
- ---------------------------------------------------------------------
Position Held Length of Service
Name and Age with the Fund and Term of Office
- ---------------------------------------------------------------------
Benjamin M. Friedman (65) Trustee Trustee since 2008.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ---------------------------------------------------------------------
Margaret B.W. Graham (62) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ---------------------------------------------------------------------
Thomas J. Perna (59) Trustee Trustee since 2006.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ---------------------------------------------------------------------
Marguerite A. Piret (61) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ---------------------------------------------------------------------
Stephen K. West (81) Trustee Trustee since 2008.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ---------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
- -----------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (65) Professor, Harvard University
- -----------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (62) Founding Director, Vice President and Corporate Secretary, The None
Winthrop Group, Inc. (consulting firm); and Desautels Faculty of
Management, McGill University
- -----------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (59) Chief Executive Officer, Quadriserv, Inc. (technology products for None
securities lending industry) (2008 - present); Private investor
(2004 - 2008); and Senior Executive Vice President, The Bank of
New York (financial and securities services) (1986 - 2004)
- -----------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (61) 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 (81) Senior Counsel, Sullivan & Cromwell LLP (law firm) Director, The Swiss Helvetia
Fund, Inc. (closed-end
investment company)
- -----------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 35
Fund Officers
- -------------------------------------------------------------------------
Position Held Length of Service
Name and Age with the Fund and Term of Office
- -------------------------------------------------------------------------
Dorothy E. Bourassa (61) Secretary Since 2004. Serves at
the discretion of the
Board.
- -------------------------------------------------------------------------
Christopher J. Kelley (45) Assistant Secretary Since 2004. Serves at
the discretion of the
Board.
- -------------------------------------------------------------------------
Mark E. Bradley (50) Treasurer Since 2008. Serves at
the discretion of the
Board.
- -------------------------------------------------------------------------
Luis I. Presutti (44) Assistant Treasurer Since 2004. Serves at
the discretion of the
Board.
- -------------------------------------------------------------------------
Gary Sullivan (51) Assistant Treasurer Since 2004. Serves at
the discretion of the
Board.
- -------------------------------------------------------------------------
David F. Johnson (30) Assistant Treasurer Since 2009. Serves at
the discretion of the
Board.
- -------------------------------------------------------------------------
Fund Officers
- ----------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Officer
- ----------------------------------------------------------------------------------------------------------------------
Dorothy E. Bourassa (61) 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 (45) 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 (50) 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 (44) Assistant Vice President - Fund Accounting, Administration and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
- ----------------------------------------------------------------------------------------------------------------------
Gary Sullivan (51) Fund Accounting Manager - Fund Accounting, Administration and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
- ----------------------------------------------------------------------------------------------------------------------
David F. Johnson (30) Fund Administration Manager - Fund Accounting, Administration None
and Controllership Services since November 2008; Assistant
Treasurer of all of the Pioneer Funds since January 2009; and
Client Service Manager - Institutional Investor Services at State
Street Bank from March 2003 to March 2007
- ----------------------------------------------------------------------------------------------------------------------
36 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
- --------------------------------------------------------------------------
Position Held Length of Service
Name and Age with the Fund and Term of Office
- --------------------------------------------------------------------------
Teri W. Anderholm (50) Chief Compliance Officer Since 2007. Serves at
the discretion of the
Board.
- --------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Officer
- ---------------------------------------------------------------------------------------------------------------
Teri W. Anderholm (50) Chief Compliance Officer of Pioneer since December 2006 and of None
all the Pioneer Funds since January 2007; Vice President and
Compliance Officer, MFS Investment Management (August 2005
to December 2006); Consultant, Fidelity Investments (February
2005 to July 2005); and Independent Consultant (July 1997 to
February 2005)
- ---------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 37
This page for your notes.
38 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
This page for your notes.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 39
This page for your notes.
40 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
This page for your notes.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 41
This page for your notes.
42 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
This page for your notes.
Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09 43
This page for your notes.
44 Pioneer Tax Free Money Market Fund | Annual Report | 12/31/09
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
- --------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Write to us:
- --------------------------------------------------------------------------------
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: pioneerinvestments.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Trust's seven series,
including fees associated with the initial and routine filings
of its Form N-1A, totaled approximately $231,800 in 2009
and $229,700 in 2008.
(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 audit-related services provided to
the Trust during the fiscal years ended December 31, 2009
and 2008.
(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 $58,030 in 2009 and $58,030 in 2008.
(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.
Other Fees
There were no other services provided to
the Trust during the fiscal years ended December 31, 2009
and 2008.
(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.
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 Trust'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
Trust.
For the years ended December 31, 2009 and 2008, there
were no services provided to an affiliate that required the
Trust'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 $58,030 in 2009 and $58,030 in
2008.
(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 Trust's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not
pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01
of Regulation S-X is compatible with maintaining the
principal accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust II
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date March 1, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date March 1, 2010
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer
Date March 1, 2010
* Print the name and title of each signing officer under his or her signature.