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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21664
Pioneer Series Trust III
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: June 30
Date of reporting period: July 1, 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 Cullen
Value Fund
- --------------------------------------------------------------------------------
Semiannual Report | December 31, 2009
Ticker Symbols:
Class A CVFCX
Class B CVFBX
Class C CVCFX
Class R CVRFX
Class Y CVFYX
Class Z CVFZX
[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 16
Schedule of Investments 18
Financial Statements 25
Notes to Financial Statements 35
Approval of Investment Advisory and Sub-Advisory Agreements 43
Trustees, Officers and Service Providers 47
Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund | Semiannual 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 Cullen Value Fund | Semiannual Report | 12/31/09 3
Portfolio Management Discussion | 12/31/09
The second half of 2009 saw stocks continue the robust rally that began in
March, with the best performance coming from highly-speculative,
momentum-driven companies that had fallen hardest in the market declines of
2008. In the following interview, James P. Cullen, President of Cullen Capital
Management, LLC, discusses the factors that influenced the performance of
Pioneer Cullen Value Fund during the six months ended December 31, 2009. Mr.
Cullen oversees the team responsible for the daily management of the Fund.
Q How did the Fund perform during the final six months of 2009?
A Cullen Value Fund Class A shares returned 19.01% at net asset value during
the six months ended December 31, 2009, while the Fund's benchmark, the
Standard & Poor's 500 Index (the S&P 500), returned 22.57%. Over the same
six-month period, the average return of the 532 funds in Lipper's Large Cap
Value category was 21.55%.
Q What were the principal factors influencing the Fund's performance over the
six months ended December 31, 2009?
A Our emphasis on low-priced, fundamentally-sound stocks led to the Fund's
underperformance relative to the S&P 500 and its Lipper peer group. While
our stock selections participated in the dynamic market surge that began
after stock prices hit their lows in early March 2009, they did not keep up
with the market averages. The market rally was led by stocks of companies
with little earnings, weak balance sheets and low dividends. These highly-
speculative stocks, many selling at less than $5 per share (sometimes
referred to as "junk stocks"), produced returns several times greater than
stocks selling for more than $50 per share. The performance disparity often
occurred because short-sellers, who had borrowed shares of very low-priced
companies to bet on their price declines, moved in droves to buy the
beaten-down stocks and cover their positions. The outperformance by low-
quality stocks during the first months of the stock price rebound was, in
fact, consistent with historical trends that we've seen as markets begin to
recover from deep downturns.
Throughout the six months ended December 31, 2009, we held to our
established strategy for the Fund, focusing on the long-term and
emphasizing solid companies with low prices and high stock dividends. The
strategy had helped the Fund outperform when stocks fell the hardest before
the market recovery, but it led to lagging results relative to the
benchmark, it's Lipper peer group and other market indices in 2009.
4 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Q How did you position the Fund during the six months ended December 31,
2009, and how did that affect performance results?
A We did not deviate from our discipline and we remained focused on the
longer-term horizon. We emphasized investments in quality, fundamentally-
sound corporations that produce earnings and pay dividends. Based on our
analysis of previous post-recession market rallies, we believe this
disciplined approach is the best way to achieve competitive performance
over the five years following a severe market recession.
Overall stock selection for the Fund was good. Nevertheless, our discipline
led us to overweight the Fund to some of the more defensive groups that
lagged in the market's sharp recovery. The portfolio was underexposed to
the more volatile, momentum-driven stocks that generated the highest
returns in the recovery rally. The Fund had overweighted positions in
consumer staples and industrials, with underweighted exposure to
information technology, consumer discretionary, financials and energy. The
Fund's below-benchmark investments in the information technology and
consumer discretionary sectors were major factors in its relative
underperformance during the six-month period. In addition, the Fund held a
cash position of about 7% of net assets, and that did not help returns in a
rising stock market.
During the six months, we added an investment in a former Fund holding,
PetroChina, an energy company whose share price had fallen from its 2008
highs and which was well-positioned to benefit from the robust growth in
China. To add to its attributes, PetroChina has earned 15% of its profits
from its natural gas transmission line, which we believe has great
potential as China moves to cleaner energy sources and less reliance on
coal-operated facilities. We also acquired a smaller position in Fluor, the
U.S.-based infrastructure development company with heavy involvement in
emerging markets. At the same time, we added to the Fund's investments in
financials stocks.
At December 31, 2009, the largest Fund positions were: Microsoft, Oracle,
Covidien, 3M, Disney, Unilever, Devon Energy, JPMorgan Chase, United
Technologies and Boeing.
Q What types of investments most influenced the Fund's results over the six
months ended December 31, 2009?
A The single largest contributor to the Fund's results during the six months
was 3M, the diversified company that manufactures a variety of products for
industrial and consumer markets. The Fund's position in Disney, the
entertainment and media corporation, also helped support results, as did
exposures to Unilever, the global consumer products company, and United
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 5
Technologies, a diversified industrials corporation. In information
technology, Microsoft and Hewlett-Packard both made noteworthy
contributions to the Fund's performance over the six-month period.
The lack of any Fund exposure to troubled financial giant Citigroup hurt
performance during the six months, as its share price appreciated sharply
after the corporation received government assistance. Investments that held
back the Fund's results during the period included telecommunication
equipment company Nokia; Ensco International, a corporation specializing in
offshore oil and natural gas drilling; and BorgWarner, the manufacturer of
highly engineered automotive parts that had performed strongly during the
first half of 2009.
Q What is your investment outlook?
A We believe we see excellent opportunity potentially to achieve competitive
results with a disciplined focus on value stocks. We have analyzed past
records, focusing on what has tended to happen in the five years subsequent
to periods marked by major declines in both corporate earnings and stock
market prices. We have found that even though highly-speculative,
momentum-driven stocks tend to do well during short-term market recoveries,
the shares of value companies that have solid earnings and that pay healthy
dividends have tended to fare better over longer periods. Market history
indicates that long-term investors eventually return to the market
following the initial recovery period. These longer-term investors have
tended to prefer companies that both earn profits and pay dividends.
While the market may pause after its strong ascent in 2009, we believe the
overall backdrop for stocks remains attractive. Stock prices should receive
support from the continuing global economic expansion and the resulting
improvement in corporate earnings. We think stocks, in general, continue to
be reasonably priced and there remains a great deal of money sitting on the
sidelines, waiting to be deployed in the markets.
We believe the prospects for a disciplined value approach to the market
remain excellent, especially when taking the longer-term view.
Please refer to the Schedule of Investments on pages 18-24 for a full listing
of Fund securities.
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
6 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
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.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 7
Portfolio Summary | 12/31/09
Portfolio Diversification
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(As a percentage of total investment portfolio)
[The following data is represented by a pie chart in the printed material.]
U.S. Common Stocks 64.8%
Depositary Receipts for International Stocks 22.1%
Temporary Cash Investments 13.1%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
[The following data is represented by a pie chart in the printed material.]
Industrials 21.9%
Consumer Staples 15.7%
Information Technology 15.5%
Health Care 13.7%
Financials 11.2%
Telecommunication Services 7.8%
Energy 7.1%
Consumer Discretionary 5.1%
Materials 2.0%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Microsoft Corp. 3.61%
2. Oracle Corp. 3.50
3. Covidien, Ltd. 3.31
4. 3M Co. 3.29
5. The Walt Disney Co. 3.18
6. Unilever NV 3.18
7. Devon Energy Corp. 3.09
8. JPMorgan Chase & Co. 3.05
9. United Technologies Corp. 3.03
10. Boeing Co. 2.98
* This list excludes temporary cash and derivative instruments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any
securities listed.
8 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Prices and Distributions | 12/31/09
Net Asset Value per Share
- --------------------------------------------------------------------------------
Class 12/31/09 6/30/09
A $ 16.67 $ 14.15
- -------------------------------------------------
B $ 16.60 $ 14.03
- -------------------------------------------------
C $ 16.54 $ 14.00
- -------------------------------------------------
R $ 16.49 $ 14.03
- -------------------------------------------------
Y $ 16.72 $ 14.21
- -------------------------------------------------
Z $ 16.60 $ 14.12
- -------------------------------------------------
Distributions per Share: 7/1/09-12/31/09
- --------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
A $ 0.1694 $ -- $ --
- ---------------------------------------------------------------------
B $ 0.0282 $ -- $ --
- ---------------------------------------------------------------------
C $ 0.0570 $ -- $ --
- ---------------------------------------------------------------------
R $ 0.1936 $ -- $ --
- ---------------------------------------------------------------------
Y $ 0.2334 $ -- $ --
- ---------------------------------------------------------------------
Z* $ 0.2400 $ -- $ --
- ---------------------------------------------------------------------
* Class Z shares were first publicly offered on November 1, 2008
Index Definitions
- --------------------------------------------------------------------------------
The Standard & Poor's 500 Index is a commonly used measure of the broad U.S.
stock market. Index returns assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. You cannot invest
directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" charts on
pages 10-15.
Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund at public offering price, compared
to that of the S&P 500 Index.
Average Annual Total Returns
(As of December 31, 2009)
- ----------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
- ----------------------------------------------------------------------------
Life-of-Class
(7/1/00) 6.66% 6.00%
5 Years 2.74 1.53
1 Year 19.01 12.19
- ----------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009)
- ----------------------------------------------------------------------------
Gross Net
- ----------------------------------------------------------------------------
1.18% 1.18%
- ----------------------------------------------------------------------------
[The following data is represented by a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Cullen Russell 1000 S&P 500
Value Fund Value Index Index
7/00 9,425 10,000 10,000
9,894 11,036 9,274
12/01 10,105 10,419 8,172
9,305 8,802 6,367
12/03 12,847 11,445 8,192
14,663 13,333 9,083
12/05 16,619 14,273 9,529
19,383 17,448 11,032
12/07 20,705 17,418 11,638
14,105 11,000 7,333
12/09 16,787 13,166 9,274
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class A
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has been restated to reflect
differences in any applicable sales charge (but not other differences in
expenses). If all expenses of the Fund were reflected, the performance would be
lower.
10 Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of December 31, 2009)
- ----------------------------------------------------------------------------
If If
Period Held Redeemed
- ----------------------------------------------------------------------------
Life-of-Class
(7/1/00) 6.18% 6.18%
5 Years 1.87 1.87
1 Year 17.93 13.93
- ----------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009)
- ----------------------------------------------------------------------------
Gross Net
- ----------------------------------------------------------------------------
2.12% 2.12%
- ----------------------------------------------------------------------------
[The following data is represented by a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Cullen Russell 1000 S&P 500
Value Fund Value Index Index
7/00 10,000 10,000 10,000
10,496 11,036 9,274
12/01 10,720 10,419 8,172
9,871 8,802 6,367
12/03 13,628 11,445 8,192
15,555 13,333 9,083
12/05 17,504 14,273 9,529
20,226 17,448 11,032
12/07 21,428 17,418 11,638
14,467 11,000 7,333
12/09 17,062 13,166 9,274
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
results reflect the deduction of the maximum applicable contingent deferred
sales charge (CDSC). The maximum CDSC is 4.0% and declines over five years.
Class B shares reflect the deduction of the maximum applicable contingent
deferred sales charge (CDSC). All results are historical and assume the
reinvestment of dividends and capital gains. Other share classes are available
for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class B
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has been restated to reflect
differences in any applicable sales charge (but not other differences in
expenses). If all expenses of the Fund were reflected, the performance would be
lower.
Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of December 31, 2009)
- ----------------------------------------------------------------------------
If If
Period Held Redeemed
- ----------------------------------------------------------------------------
Life-of-Class
(7/1/00) 6.24% 6.24%
5 Years 1.97 1.97
1 Year 18.13 18.13
- ----------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009)
- ----------------------------------------------------------------------------
Gross Net
- ----------------------------------------------------------------------------
1.96% 1.96%
- ----------------------------------------------------------------------------
[The following data is represented by a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Cullen Russell 1000 S&P 500
Value Fund Value Index Index
7/00 10,000 10,000 10,000
10,496 11,036 9,274
12/01 10,720 10,419 8,172
9,871 8,802 6,367
12/03 13,628 11,445 8,192
15,555 13,333 9,083
12/05 17,506 14,273 9,529
20,262 17,448 11,032
12/07 21,487 17,418 11,638
14,518 11,000 7,333
12/09 17,150 13,166 9,274
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class C
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has been restated to reflect
differences in any applicable sales charge (but not other differences in
expenses). If all expenses of the Fund were reflected, the performance would be
lower.
12 Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of December 31, 2009)
- ----------------------------------------------------------------------------
If If
Period Held Redeemed
- ----------------------------------------------------------------------------
Life-of-Class
(7/1/00) 6.17% 6.17%
5 Years 2.31 2.31
1 Year 18.84 18.84
- ----------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009)
- ----------------------------------------------------------------------------
Gross Net
- ----------------------------------------------------------------------------
2.11% 1.40%
- ----------------------------------------------------------------------------
[The following data is represented by a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Cullen Russell 1000 S&P 500
Value Fund Value Index Index
7/00 10,000 10,000 10,000
10,474 11,036 9,274
12/01 10,645 10,419 8,172
9,753 8,802 6,367
12/03 13,398 11,445 8,192
15,217 13,333 9,083
12/05 17,161 14,273 9,529
19,842 17,448 11,032
12/07 21,136 17,418 11,638
14,355 11,000 7,333
12/09 17,059 13,166 9,274
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results.
Investment return and principal value will fluctuate, and shares, when
redeemed, may be worth more or less than their original cost.
The performance shown of Class R shares for the period prior to the
commencement of operations of Class R shares on November 1, 2006, is based on
the performance of the Fund's Class A shares, reduced to reflect the higher
distribution and service fees of Class R shares. For the period after November
1, 2006, the actual performance of Class R shares is reflected. Class R shares
are not subject to sales charges and are available for limited groups of
eligible investors, including institutional investors. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available, for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitations currently in
effect through November 1, 2011, for Class R Shares. There can be no assurance
that Pioneer will extend the expense limitations beyond such time. Please see
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class R
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has been restated to reflect the
higher distribution and service fees of the Fund's Class R shares.
Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of December 31, 2009)
- ----------------------------------------------------------------------------
If If
Period Held Redeemed
- ----------------------------------------------------------------------------
Life-of-Class
(7/1/00) 6.84% 6.84%
5 Years 3.08 3.08
1 Year 19.48 19.48
- ----------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009)
- ----------------------------------------------------------------------------
Gross Net
- ----------------------------------------------------------------------------
0.83% 0.83%
- ----------------------------------------------------------------------------
[The following data is represented by a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Cullen Russell 1000 S&P 500
Value Fund Value Index Index
7/00 10,000 10,000 10,000
10,496 11,036 9,274
12/01 10,720 10,419 8,172
9,871 8,802 6,367
12/03 13,628 11,445 8,192
15,555 13,333 9,083
12/05 17,662 14,273 9,529
20,678 17,448 11,032
12/07 22,161 17,418 11,638
15,150 11,000 7,333
12/09 18,102 13,166 9,274
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 reflects
the NAV performance of the Fund's A shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to A shares.
Since fees for A shares are generally higher than those of Y shares, the
performance for 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.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class Y
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has not been restated to reflect any
differences in expenses. Cullen Value Fund had higher expenses than those of
the Fund's Class Y shares.
14 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Performance Update | 12/31/09 Class Z Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of December 31, 2009)
- ----------------------------------------------------------------------------
If If
Period Held Redeemed
- ----------------------------------------------------------------------------
Life of Class
(7/1/00) 6.42% 6.42%
5 Years 2.31 2.31
1 Year 19.52 19.52
- ----------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009)
- ----------------------------------------------------------------------------
Gross Net
- ----------------------------------------------------------------------------
1.25% 1.25%
- ----------------------------------------------------------------------------
[The following data is represented by a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Cullen Russell 1000 S&P 500
Value Fund Value Index Index
7/00 10,000 10,000 10,000
10,496 11,036 9,274
12/01 10,720 10,419 8,172
9,871 8,802 6,367
12/03 13,628 11,445 8,192
15,555 13,333 9,083
12/05 17,629 14,273 9,529
20,444 17,448 11,032
12/07 21,591 17,418 11,638
14,586 11,000 7,333
12/09 17,434 13,166 9,274
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 Z shares on
November 1, 2008, 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 Z shares, the performance for Class Z
shares prior to their inception would have been higher than that shown. Class Z
shares are not subject to sales charges and are available for limited groups of
eligible investors, including institutional investors. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class Z
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has not been restated to reflect any
differences in expenses. Cullen Value Fund had higher expenses than those of
the Fund's Class Z shares.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 15
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
- --------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund
Based on actual returns from July 1, 2009 through December 31, 2009.
- -----------------------------------------------------------------------------------------------------------------
Share Class A B C R Y Z
- -----------------------------------------------------------------------------------------------------------------
Beginning Account Value $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value on 7/1/09
- -----------------------------------------------------------------------------------------------------------------
Ending Account Value $ 1,171.30 $ 1,185.20 $ 1,185.50 $ 1,189.20 $ 1,193.20 $ 1,192.70
(after expenses)
on 12/31/09
- -----------------------------------------------------------------------------------------------------------------
Expenses Paid $ 6.40 $ 11.24 $ 10.58 $ 7.73 $ 4.04 $ 4.26
During Period*
- -----------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.17%, 2.04%,
1.92%, 1.40% 0.73%, and 0.77% for Class A, Class B, Class C, Class R, Class
Y, and Class Z respectively, multiplied by the average account value over
the period, multiplied by 184/365 (to reflect the one-half year period).
16 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the
5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from July 1, 2009 through December 31, 2009.
- -----------------------------------------------------------------------------------------------------------------
Share Class A B C R Y Z
- -----------------------------------------------------------------------------------------------------------------
Beginning Account Value $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value on 7/1/09
- -----------------------------------------------------------------------------------------------------------------
Ending Account Value $ 1,019.31 $ 1,014.92 $ 1,015.53 $ 1,018.15 $ 1,021.53 $ 1,021.32
(after expenses)
on 12/31/09
- -----------------------------------------------------------------------------------------------------------------
Expenses Paid $ 5.96 $ 10.36 $ 9.75 $ 7.12 $ 3.72 $ 3.92
During Period*
- -----------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.17%, 2.04%,
1.92%, 1.40% 0.73%, and 0.77% for Class A, Class B, Class C, Class R, Class
Y, and Class Z respectively, multiplied by the average account value over
the period, multiplied by 184/365 (to reflect the one-half year period).
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 17
Schedule of Investments | 12/31/09 (unaudited)
- ---------------------------------------------------------------------
Shares Value
- ---------------------------------------------------------------------
COMMON STOCKS -- 92.9%
ENERGY -- 6.6%
Integrated Oil & Gas -- 2.0%
3,964,900 Gazprom OAO (A.D.R.) $ 99,320,745
- ---------------------------------------------------------------------
Oil & Gas Drilling -- 1.7%
2,081,650 Ensco International Plc $ 83,141,101
- ---------------------------------------------------------------------
Oil & Gas Exploration & Production -- 2.9%
1,900,650 Devon Energy Corp. $ 139,697,775
--------------
Total Energy $ 322,159,621
- ---------------------------------------------------------------------
MATERIALS -- 1.8%
Diversified Metals & Mining -- 1.8%
4,090,983 Anglo American Plc*(b) $ 88,692,511
--------------
Total Materials $ 88,692,511
- ---------------------------------------------------------------------
CAPITAL GOODS -- 16.2%
Aerospace & Defense -- 10.5%
2,484,300 Boeing Co. (b) $ 134,475,159
2,507,350 ITT Corp. 124,715,589
2,197,300 Raytheon Co. 113,204,896
1,971,000 United Technologies Corp. 136,807,110
--------------
$ 509,202,754
- ---------------------------------------------------------------------
Construction & Engineering -- 0.7%
735,716 Fluor Corp. $ 33,136,649
- ---------------------------------------------------------------------
Heavy Electrical Equipment -- 2.0%
5,152,700 ABB, Ltd. $ 98,416,570
- ---------------------------------------------------------------------
Industrial Conglomerates -- 3.0%
1,794,850 3M Co. $ 148,380,250
--------------
Total Capital Goods $ 789,136,223
- ---------------------------------------------------------------------
TRANSPORTATION -- 4.1%
Air Freight & Couriers -- 1.5%
847,700 FedEx Corp. (b) $ 70,740,565
- ---------------------------------------------------------------------
Railroads -- 2.6%
952,950 Canadian National Railway Co. $ 51,802,362
1,398,320 Canadian Pacific Railway, Ltd. (b) 75,509,280
--------------
$ 127,311,642
--------------
Total Transportation $ 198,052,207
- ---------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 1.8%
Auto Parts & Equipment -- 1.8%
2,597,000 BorgWarner, Inc. (b) $ 86,272,340
--------------
Total Automobiles & Components $ 86,272,340
- ---------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
- -------------------------------------------------------------------------
Shares Value
- -------------------------------------------------------------------------
MEDIA -- 3.0%
Movies & Entertainment -- 3.0%
4,458,450 The Walt Disney Co. (b) $ 143,785,013
--------------
Total Media $ 143,785,013
- -------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 12.0%
Agricultural Products -- 1.9%
797,500 Archer Daniels Midland Co. $ 24,969,725
1,088,200 Bunge, Ltd. (b) 69,459,806
--------------
$ 94,429,531
- -------------------------------------------------------------------------
Distillers & Vintners -- 2.5%
1,722,300 Diageo Plc (A.D.R.) $ 119,544,843
- -------------------------------------------------------------------------
Packaged Foods & Meats -- 7.6%
4,090,600 Kraft Foods, Inc. $ 111,182,508
2,373,500 Nestle SA (A.D.R.) 114,758,725
4,447,200 Unilever NV (b) 143,777,976
--------------
$ 369,719,209
--------------
Total Food, Beverage & Tobacco $ 583,693,583
- -------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 2.6%
Household Products -- 2.6%
1,968,600 Kimberly-Clark Corp. $ 125,419,506
--------------
Total Household & Personal Products $ 125,419,506
- -------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 3.1%
Health Care Equipment -- 3.1%
3,124,000 Covidien, Ltd. $ 149,608,360
--------------
Total Health Care Equipment & Services $ 149,608,360
- -------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY -- 9.6%
Pharmaceuticals -- 9.6%
1,523,850 Bayer AG (A.D.R.) $ 121,603,230
5,117,200 Bristol-Myers Squibb Co. (b) 129,209,300
2,606,200 Eli Lilly & Co. (b) 93,067,402
1,911,600 Johnson & Johnson Co. 123,126,156
--------------
$ 467,006,088
--------------
Total Pharmaceuticals & Biotechnology $ 467,006,088
- -------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 8.0%
Diversified Financial Services -- 5.3%
4,952,300 Bank of America Corp. $ 74,581,638
13,568,500 Citigroup, Inc. (b) 44,911,735
3,307,050 JPMorgan Chase & Co. 137,804,774
--------------
$ 257,298,147
- -------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 19
Schedule of Investments | 12/31/09 (unaudited) (continued)
- -----------------------------------------------------------------------
Shares Value
- -----------------------------------------------------------------------
Investment Banking & Brokerage -- 2.7%
387,750 Goldman Sachs Group, Inc. $ 65,467,710
2,264,700 Morgan Stanley Co. 67,035,120
--------------
$ 132,502,830
--------------
Total Diversified Financials $ 389,800,977
- -----------------------------------------------------------------------
INSURANCE -- 2.4%
Property & Casualty Insurance -- 2.4%
2,401,800 Chubb Corp. $ 118,120,524
--------------
Total Insurance $ 118,120,524
- -----------------------------------------------------------------------
SOFTWARE & SERVICES -- 8.4%
Application Software -- 1.8%
725,775 Petrochina Co., Ltd. (A.D.R.)* $ 86,338,194
- -----------------------------------------------------------------------
Systems Software -- 6.6%
5,342,600 Microsoft Corp. $ 162,895,874
6,439,000 Oracle Corp. 158,013,060
--------------
$ 320,908,934
--------------
Total Software & Services $ 407,247,128
- -----------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 6.1%
Communications Equipment -- 1.5%
5,480,000 Nokia Corp. (A.D.R.) (b) $ 70,418,000
- -----------------------------------------------------------------------
Computer Hardware -- 2.7%
2,583,000 Hewlett-Packard Co. $ 133,050,330
- -----------------------------------------------------------------------
Technology Distributors -- 1.9%
2,295,400 Arrow Electronics, Inc.* $ 67,966,794
767,300 Avnet, Inc.* 23,141,767
--------------
$ 91,108,561
--------------
Total Technology Hardware & Equipment $ 294,576,891
- -----------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 7.2%
Integrated Telecommunications Services -- 4.7%
3,589,000 AT&T Corp. $ 100,599,670
3,900,000 Verizon Communications, Inc. 129,207,000
--------------
$ 229,806,670
- -----------------------------------------------------------------------
Wireless Telecommunication Services -- 2.5%
5,300,000 Vodafone Group Plc (A.D.R.) (b) $ 122,377,000
--------------
Total Telecommunication Services $ 352,183,670
- -----------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $4,275,878,259) $4,515,754,642
- -----------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
- --------------------------------------------------------------------------------------------
Principal
Amount ($) Value
- --------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 14.0%
Repurchase Agreements -- 7.0%
68,030,000 Bank of America, 0.01%, dated 12/31/09, repurchase price
of $68,030,000 plus accrued interest on 1/4/10
collateralized by $69,390,605 U.S. Treasury Note,
2.75%, 2/15/39 $ 68,030,000
68,030,000 Bank of America, 0.08%, dated 12/31/09, repurchase price
of $68,030,000 plus accrued interest on 1/4/10
collateralized by the following:
$1,491,160 Freddie Mac Giant, 5.5%, 11/1/37
$1,797,731 Federal National Mortgage Association,
4.5%, 11/1/29
$31,671,696 Federal National Mortgage Association
(ARM), 4.576 - 5.478%, 9/1/35 - 10/1/38
$1,561,490 Federal Home Loan Mortgage Corp.,
6.2%, 1/1/37
$619,221 Government National Mortgage Association,
6.0%, 9/15/39 68,030,000
68,030,000 BNP Paribas, 0.08%, dated 12/31/09, repurchase price of
$68,030,000 plus accrued interest on 1/4/10 collateralized
by $69,390,600 Federal National Mortgage Association,
5.0 - 6.5%, 7/1/35 - 1/1/39 68,030,000
68,030,000 Deutsche Bank, 0.01%, dated 12/31/09, repurchase price
of $68,030,000 plus accrued interest on 1/4/10
collateralized by $69,390,600 Federal National Mortgage
Association, 4.5 - 7.0% 9/1/23 - 12/1/38 68,030,000
68,030,000 JPMorgan, 0.10%, dated 12/31/09, repurchase price
of $68,030,000 plus accrued interest on 1/4/10
collateralized by $69,391,817 Freddie Mac Giant,
4.5% - 8.0%, 5/1/11 - 12/1/39 68,030,000
--------------
Total Repurchase Agreements $ 340,150,000
- --------------------------------------------------------------------------------------------
Securities Lending Collateral -- 7.0% (c)
Certificates of Deposit:
10,114,723 Bank of Nova Scotia, 0.19%, 2/17/10 $ 10,114,723
10,114,723 DnB NOR Bank ASA NY, 0.2%, 2/17/10 10,114,723
3,682,100 Nordea Bank Finland, 0.19%, 1/28/10 3,682,100
9,195,427 Svenska NY, 0.20%, 3/30/10 9,195,427
11,034,243 Rabobank Nederland NY, 0.19%, 3/2/10 11,034,243
986,301 Westpac Banking NY, 1.35%, 3/19/10 986,301
9,195,203 Societe Generale, 0.21%, 3/4/10 9,195,203
10,114,723 CBA Financial, 0.27%, 1/3/11 10,114,723
2,800,769 BNP Paribas, 0.78%, 6/4/10 2,800,769
6,532,322 Wachovia Bank NA, 1.17%, 5/14/10 6,532,322
--------------
$ 73,770,534
- --------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 21
Schedule of Investments | 12/31/09 (unaudited) (continued)
- -----------------------------------------------------------------------------
Principal
Amount ($) Value
- -----------------------------------------------------------------------------
Commercial Paper:
7,351,814 BBVA London, 0.28%, 3/18/10 $ 7,351,814
1,973,425 US Bancorp, 0.26%, 5/6/10 1,973,425
1,852,186 American Honda Finance, 0.22%, 2/5/10 1,852,186
2,760,993 GE Capital Corp., 0.45%, 8/20/10 2,760,993
995,419 GE Capital Corp., 0.38%, 10/21/10 995,419
1,002,081 GE Capital Corp., 0.34%, 10/6/10 1,002,081
7,353,955 HND AF, 0.18%, 3/2/10 7,353,955
10,111,969 HSBC, 0.20%, 2/19/10 10,111,969
1,025,647 John Deer Capital Corp., 0.36%, 7/6/10 1,025,647
7,788,469 JPMorgan Chase & Co., 0.57%, 9/24/10 7,788,469
9,192,084 NABPP, 0.19%, 3/8/10 9,192,084
7,166,879 PARFIN, 0.25%, 4/19/10 7,166,879
9,191,473 Cafco, 0.20%, 3/15/10 9,191,473
10,111,537 Char FD, 0.18%, 3/5/10 10,111,537
9,185,880 WSTPAC, 0.25%, 5/27/10 9,185,880
5,515,099 Ciesco, 0.20%, 3/8/10 5,515,099
4,596,375 Ciesco, 0.20%, 2/18/10 4,596,375
9,193,379 Fasco, 0.17%, 2/12/10 9,193,379
4,604,081 Kithaw, 0.21%, 3/2/10 4,604,081
4,716,302 Kithaw, 0.20%, 2/23/10 4,716,302
6,314,420 Old LLC, 0.19%, 3/17/10 6,314,420
2,578,464 Old LLC, 0.18%, 2/17/10 2,578,464
3,139,124 Ranger, 0.20%, 3/12/10 3,139,124
3,125,824 SRCPP, 0.19%, 2/3/10 3,125,824
6,435,283 SRCPP, 0.19%, 2/10/10 6,435,283
2,756,169 TB LLC, 0.19%, 2/8/10 2,756,169
5,054,575 TB LLC, 0.20%, 3/5/10 5,054,575
1,839,969 TB LLC, 0.10%, 2/9/10 1,839,969
10,491,955 Bank of America, 0.87%, 5/12/10 10,491,955
1,839,306 BBVA Senior US, 0.30%, 3/12/10 1,839,306
10,427,521 Santander, 0.33%, 7/23/10 10,427,521
3,676,736 WFC, 0.49%, 8/20/10 3,676,736
--------------
$ 173,368,393
- -----------------------------------------------------------------------------
Tri-party Repurchase Agreements:
36,780,811 Deutsche Bank, 0.01%, 1/4/10 $ 36,780,811
18,390,405 JPMorgan, 0.0%, 1/4/10 18,390,405
24,846,357 Barclays Capital Markets, 0.0%, 1/4/10 24,846,357
--------------
$ 80,017,573
- -----------------------------------------------------------------------------
Shares
- -----------------------------------------------------------------------------
Money Market Mutual Funds:
7,356,162 Dreyfus Preferred Money Market Fund $ 7,356,163
7,356,162 Blackrock Liquidity Temporary Cash Fund 7,356,162
--------------
$ 14,712,325
--------------
Total Securities Lending Collateral $ 341,868,825
- -----------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
- -----------------------------------------------------------------------
Shares Value
- -----------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $682,018,825) $ 682,018,825
- -----------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 106.9%
(Cost $4,957,897,084) (a) $5,197,773,467
- -----------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (6.9)% $ (337,299,414)
- -----------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $4,860,474,053
- -----------------------------------------------------------------------
(A.D.R.) American Depositary Receipt.
* Non-income producing security.
(a) At December 31, 2009, the net unrealized gain on investments based on
cost for federal income tax purposes of $4,958,290,219 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $469,567,715
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (230,084,467)
------------
Net unrealized gain $239,483,248
============
(b) At December 31, 2009, the following securities were out on loan:
- ----------------------------------------------------------------
Shares Security Value
- ----------------------------------------------------------------
46,600 Anglo American Plc* $ 1,010,288
18,000 Boeing Co. 974,340
582,500 BorgWarner, Inc. 19,350,650
4,315,900 Bristol-Myers Squibb Co. 108,976,475
529,400 Bunge, Ltd. 33,791,602
1,384,000 Canadian Pacific Railway, Ltd. 74,736,000
5,033,200 Citigroup, Inc.* 16,659,892
92,100 Eli Lilly & Co. 3,288,891
2,600 FedEx Corp. 216,970
5,116,400 Nokia Corp. (A.D.R.) 65,745,740
3,000 Unilever NV 96,990
68,500 Vodafone Group Plc (A.D.R.) 1,581,665
101,500 The Walt Disney Co. 3,273,375
- ----------------------------------------------------------------
Total $329,702,878
================================================================
(c) Securities lending collateral is managed by Credit Suisse AG, New York
Branch.
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended December 31, 2009 aggregated $576,249,889 and
$191,146,458, respectively.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 23
Schedule of Investments | 12/31/09 (unaudited) (continued)
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 $4,515,754,642 $ - $- $4,515,754,642
Temporary Cash Investments - 667,306,500 - 667,306,500
Money Market Mutual Funds 14,712,325 - - 14,712,325
- ------------------------------------------------------------------------------------------------
Total $4,530,466,967 $667,306,500 $- $5,197,773,467
================================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Statement of Assets and Liabilities | 12/31/09 (unaudited)
ASSETS:
Investment in securities (including securities loaned of $329,702,878)
(cost $4,957,897,084) $5,197,773,467
Cash 20,717,297
Receivables --
Fund shares sold 17,296,748
Dividends and interest 10,148,721
Due from Pioneer Investment Management, Inc. 10,874
Other 204,166
- -------------------------------------------------------------------------------------------
Total assets $5,246,151,273
- -------------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Investment securities purchased $ 33,270,772
Fund shares repurchased 9,647,992
Upon return of securities loaned 341,868,825
Due to affiliates 787,054
Accrued expenses 102,577
- -------------------------------------------------------------------------------------------
Total liabilities $ 385,677,220
- -------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $5,223,373,101
Undistributed net investment income 9,275,123
Accumulated net realized loss on investments (612,050,554)
Net unrealized gain on investments 239,876,383
- -------------------------------------------------------------------------------------------
Total net assets $4,860,474,053
- -------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $2,297,451,794/137,809,396 shares) $ 16.67
Class B (based on $77,921,557/4,694,031 shares) $ 16.60
Class C (based on $497,586,600/30,081,420 shares) $ 16.54
Class R (based on $15,957,632/967,926 shares) $ 16.49
Class Y (based on $1,948,435,619/116,548,443 shares) $ 16.72
Class Z (based on $23,120,851/1,392,852 shares) $ 16.60
MAXIMUM OFFERING PRICE:
Class A ($16.67 [divided by] 94.25% ) $ 17.69
===========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 25
Statement of Operations (unaudited)
For the Six Months Ended 12/31/09
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $154,784) $47,767,999
Interest 215,626
Income from securities loaned, net 248,754
- -----------------------------------------------------------------------------------------
Total investment income $ 48,232,379
- -----------------------------------------------------------------------------------------
EXPENSES:
Management fees $13,512,624
Transfer agent fees
Class A 1,440,716
Class B 100,806
Class C 360,079
Class R 36,793
Class Y 71,783
Class Z 6,237
Distribution fees
Class A 2,748,434
Class B 376,066
Class C 2,378,407
Class R 31,827
Shareholder communication expense 1,936,681
Administrative reimbursements 766,868
Custodian fees 56,933
Registration fees 106,153
Professional fees 89,407
Printing expense 83,190
Fees and expenses of nonaffiliated trustees 52,828
Miscellaneous 74,578
- -----------------------------------------------------------------------------------------
Total expenses $ 24,230,410
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. (39,494)
- -----------------------------------------------------------------------------------------
Net expenses $ 24,190,916
- -----------------------------------------------------------------------------------------
Net investment income $ 24,041,463
- -----------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments $(57,664,648)
- -----------------------------------------------------------------------------------------
Change in net unrealized loss on investments $766,508,416
- -----------------------------------------------------------------------------------------
Net gain on investments $708,843,768
- -----------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $732,885,231
=========================================================================================
The accompanying notes are an integral part of these financial statements.
26 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Statements of Changes in Net Assets
For the Six Months Ended 12/31/09 and the Year Ended 6/30/09, respectively
- -----------------------------------------------------------------------------------------------
Six Months
Ended
12/31/09 Year Ended
(unaudited) 6/30/09
- -----------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 24,041,463 $ 52,589,238
Net realized loss on investments (57,664,648) (410,945,941)
Change in net unrealized gain (loss) on investments 766,508,416 (581,835,745)
- -----------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations $ 732,885,231 $ (940,192,448)
- -----------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.17 and $0.18 per share, respectively) $ (23,150,458) $ (22,947,580)
Class B ($0.03 and $0.01 per share, respectively) (132,347) (54,586)
Class C ($0.06 and $0.04 per share, respectively) (1,709,141) (1,332,357)
Class R ($0.19 and $0.18 per share, respectively) (184,228) (60,303)
Class Y ($0.23 and $0.24 per share, respectively) (26,651,473) (14,623,973)
Class Z ($0.24 and $0.25 per share, respectively) (328,299) (1,678)
- -----------------------------------------------------------------------------------------------
Total distributions to shareowners $ (52,155,946) $ (39,020,477)
- -----------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $1,225,184,050 $2,392,783,203
Shares issued in reorganization -- 122,496,122
Reinvestment of distributions 44,088,887 33,936,631
Cost of shares repurchased (850,832,550) (1,548,479,171)
- -----------------------------------------------------------------------------------------------
Net increase in net assets resulting from Fund
share transactions $ 418,440,387 $1,000,736,785
- -----------------------------------------------------------------------------------------------
Net increase in net assets $1,099,169,672 $ 21,523,860
NET ASSETS:
Beginning of period 3,761,304,381 3,739,780,521
- -----------------------------------------------------------------------------------------------
End of period $4,860,474,053 $3,761,304,381
===============================================================================================
Undistributed net investment income $ 9,275,123 $ 37,389,606
===============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 27
Statements of Changes in Net Assets (continued)
- -----------------------------------------------------------------------------------------------------
'09 Shares '09 Amount 6/09 Shares 6/09 Amount
(unaudited) (unaudited)
- -----------------------------------------------------------------------------------------------------
Class A
Shares sold 27,090,342 $ 425,219,265 90,605,949 $1,305,074,294
Shares issued in reorganization -- -- 1,639,108 22,062,398
Reinvestment of distributions 1,231,224 20,425,966 1,394,518 19,160,421
Less shares repurchased (33,387,061) (524,440,035) (68,038,103) (962,249,033)
- -----------------------------------------------------------------------------------------------------
Net increase (decrease) (5,065,495) $ (78,794,804) 25,601,472 $ 384,048,080
=====================================================================================================
Class B
Shares sold 394,013 $ 6,150,712 1,053,086 $ 15,396,551
Reinvestment of distributions 6,488 107,156 3,441 47,214
Less shares repurchased (570,298) (8,906,209) (1,745,712) (24,995,121)
- -----------------------------------------------------------------------------------------------------
Net decrease (169,797) $ (2,648,341) (689,185) $ (9,551,356)
=====================================================================================================
Class C
Shares sold 3,255,306 $ 50,728,697 9,014,985 $ 130,145,397
Shares issued in reorganization -- -- 52,805 703,896
Reinvestment of distributions 77,242 1,271,278 74,535 1,016,955
Less shares repurchased (3,617,742) (56,591,795) (10,190,583) (142,660,112)
- -----------------------------------------------------------------------------------------------------
Net decrease (285,194) $ (4,591,820) (1,048,258) $ (10,793,864)
=====================================================================================================
Class R
Shares sold 410,738 $ 6,466,025 612,625 $ 8,569,253
Reinvestment of distributions 10,043 164,809 3,218 43,865
Less shares repurchased (124,320) (1,976,137) (168,919) (2,157,437)
- -----------------------------------------------------------------------------------------------------
Net increase 296,461 $ 4,654,697 446,924 $ 6,455,681
=====================================================================================================
Class Y
Shares sold 44,747,201 $ 719,915,530 63,154,846 $ 927,766,121
Shares issued in reorganization -- -- 7,376,467 99,729,828
Reinvestment of distributions 1,321,642 21,978,907 992,714 13,668,176
Less shares repurchased (16,188,078) (257,394,045) (27,788,877) (416,204,998)
- -----------------------------------------------------------------------------------------------------
Net increase 29,880,765 $ 484,500,392 43,735,150 $ 624,959,127
=====================================================================================================
Class Z
Shares sold 1,078,168 $ 16,703,821 417,145 $ 5,831,587
Reinvestment of distributions 8,521 140,771 -- --
Less shares repurchased (95,745) (1,524,329) (15,237) (212,470)
- -----------------------------------------------------------------------------------------------------
Net increase 990,944 $ 15,320,263 401,908 $ 5,619,117
=====================================================================================================
The accompanying notes are an integral part of these financial statements.
28 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Financial Highlights
- -----------------------------------------------------------------------------------------------------------------------------------
Six Months Ended Year Year Year Year Year
12/31/09 Ended Ended Ended Ended Ended
(unaudited) 6/30/09 6/30/08 6/30/07 6/30/06 6/30/05 (a)
- -----------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 14.15 $ 18.97 $ 21.21 $ 18.28 $ 16.19 $ 13.96
- -----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.09 $ 0.22 $ 0.24 $ 0.26 $ 0.14 $ 0.05
Net realized and unrealized gain (loss) on
investments 2.60 (4.86) (2.16) 2.86 2.23 2.55
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment
operations $ 2.69 $ (4.64) $ (1.92) $ 3.12 $ 2.37 $ 2.60
Distributions to shareowners:
Net investment income (0.17) (0.18) (0.27) (0.18) (0.06) (0.03)
Net realized gain -- -- (0.05) (0.01) (0.22) (0.34)
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.52 $ (4.82) $ (2.24) $ 2.93 $ 2.09 $ 2.23
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.67 $ 14.15 $ 18.97 $ 21.21 $ 18.28 $ 16.19
===================================================================================================================================
Total return* 19.01% (24.41)% (9.22)% 17.13% 14.73% 18.81%
Ratio of net expenses to average net assets+ 1.17%** 1.18% 1.09% 1.09% 1.15% 1.66%
Ratio of net investment income to average net
assets+ 1.05%** 1.63% 1.28% 1.67% 1.57% 0.62%
Portfolio turnover rate 10%** 19% 13% 15% 21% 49%
Net assets, end of period (in thousands) $2,297,451 $2,021,300 $2,224,629 $1,828,453 $ 809,593 $ 98,690
Ratios with no reimbursement of fees and
assumption of expenses by the adviser and no
reduction for fees paid indirectly:
Net expenses 1.17%** 1.18% 1.09% 1.09% 1.15% 1.64%
Net investment income 1.05%** 1.63% 1.28% 1.67% 1.57% 0.64%
Ratios with reimbursement of fees and
assumption of expenses by the adviser and
reduction for fees paid indirectly:
Net expenses 1.17%** 1.18% 1.09% 1.08% 1.15% 1.66%
Net investment income 1.05%** 1.63% 1.29% 1.68% 1.57% 0.62%
===================================================================================================================================
(a) Effective December 28, 2004 PIM became the sub-advisor fo the Fund and
subsequently became the advisor on February 28, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 29
Financial Highlights (continued)
- -------------------------------------------------------------------------------------------------------------
Six Months Ended Year Year
12/31/09 Ended Ended
(unaudited) 6/30/09 6/30/08
- -------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 14.03 $ 18.75 $ 20.96
- -------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.02 $ 0.12 $ 0.08
Net realized and unrealized gain (loss) on investments 2.58 (4.83) (2.16)
- -------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.60 $ (4.71) $ (2.08)
Distributions to shareowners:
Net investment income (0.03) (0.01) (0.08)
Net realized gain -- -- (0.05)
- -------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.57 $ (4.72) $ (2.21)
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.60 $ 14.03 $ 18.75
=============================================================================================================
Total return* 18.52% (25.12)% (9.99)%
Ratio of net expenses to average net assets+ 2.04%** 2.12% 1.93%
Ratio of net investment income to average net assets+ 0.18%** 0.66% 0.44%
Portfolio turnover rate 10%** 19% 13%
Net assets, end of period (in thousands) $ 77,922 $ 68,240 $104,145
Ratios with no waiver of fees and assumption of expenses by the
adviser and no reduction for fees paid indirectly:
Net expenses 2.04%** 2.12% 1.93%
Net investment income 0.18%** 0.66% 0.44%
Ratios with waiver of fees and assumption of expenses by the
adviser and reduction for fees paid indirectly:
Net expenses 2.04%** 2.11% 1.92%
Net investment income 0.18%** 0.67% 0.45%
=============================================================================================================
- -------------------------------------------------------------------------------------------------------------
Year Year
Ended Ended 2/28/05 (a)
6/30/07 6/30/06 to 6/30/05
- -------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 18.11 $ 16.15 $ 16.05
- -------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.10 $ 0.04 $ 0.01
Net realized and unrealized gain (loss) on investments 2.81 2.16 0.09
- -------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.91 $ 2.20 $ 0.10
Distributions to shareowners:
Net investment income (0.05) (0.02) --
Net realized gain (0.01) (0.22) --
- -------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.85 $ 1.96 $ 0.10
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 20.96 $ 18.11 $ 16.15
=============================================================================================================
Total return* 16.09% 13.66% 0.62%***
Ratio of net expenses to average net assets+ 2.00% 2.09% 2.10%**
Ratio of net investment income to average net assets+ 0.75% 0.56% 0.40%**
Portfolio turnover rate 15% 21% 49%**
Net assets, end of period (in thousands) $ 112,795 $ 62,860 $ 12,454
Ratios with no waiver of fees and assumption of expenses by the
adviser and no reduction for fees paid indirectly:
Net expenses 2.00% 2.09% 2.19%**
Net investment income 0.75% 0.56% 0.31%**
Ratios with waiver of fees and assumption of expenses by the
adviser and reduction for fees paid indirectly:
Net expenses 1.99% 2.09% 2.10%**
Net investment income 0.76% 0.56% 0.40%**
=============================================================================================================
(a) Class B shares were first publicly offered on February 28, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
- -----------------------------------------------------------------------------------------------------------
Six Months Ended Year Year
12/31/09 Ended Ended
(unaudited) 6/30/09 6/30/08
- -----------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 14.00 $ 18.72 $ 20.95
- -----------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.02 $ 0.13 $ 0.09
Net realized and unrealized gain (loss) on investments 2.58 (4.81) (2.15)
- -----------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.60 $ (4.68) $ (2.06)
Distributions to shareowners:
Net investment income (0.06) (0.04) (0.12)
Net realized gain -- -- (0.05)
- -----------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.54 $ (4.72) $ (2.23)
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.54 $ 14.00 $ 18.72
===========================================================================================================
Total return* 18.55% (24.98)% (9.92)%
Ratio of net expenses to average net assets+ 1.92%** 1.96% 1.85%
Ratio of net investment income to average net assets+ 0.29%** 0.83% 0.51%
Portfolio turnover rate 10%** 19% 13%
Net assets, end of period (in thousands) $497,587 $425,022 $588,241
Ratios with no waiver of fees and assumption of expenses by the
adviser and no reduction for fees paid indirectly:
Net expenses 1.92%** 1.96% 1.85%
Net investment income 0.29%** 0.83% 0.51%
Ratios with waiver of fees and assumption of expenses by the
adviser and reduction for fees paid indirectly:
Net expenses 1.92%** 1.96% 1.84%
Net investment income 0.29%** 0.83% 0.52%
===========================================================================================================
Year Year
Ended Ended 2/28/05 (a)
6/30/07 6/30/06 to 6/30/05
Class C
Net asset value, beginning of period $ 18.12 $ 16.15 $ 16.05
- ------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.11 $ 0.05 $ 0.01
Net realized and unrealized gain (loss) on investments 2.82 2.17 0.09
- ------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.93 $ 2.22 $ 0.10
Distributions to shareowners:
Net investment income (0.09) (0.03) --
Net realized gain (0.01) (0.22) --
- ------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.83 $ 1.97 $ 0.10
- ------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 20.95 $ 18.12 $ 16.15
============================================================================================================
Total return* 16.21% 13.81% 0.62%***
Ratio of net expenses to average net assets+ 1.87% 1.94% 2.15%**
Ratio of net investment income to average net assets+ 0.89% 0.83% 0.34%**
Portfolio turnover rate 15% 21% 49%**
Net assets, end of period (in thousands) $568,385 $239,241 $ 15,560
Ratios with no waiver of fees and assumption of expenses by the
adviser and no reduction for fees paid indirectly:
Net expenses 1.87% 1.94% 2.27%**
Net investment income 0.89% 0.83% 0.22%**
Ratios with waiver of fees and assumption of expenses by the
adviser and reduction for fees paid indirectly:
Net expenses 1.87% 1.94% 2.15%**
Net investment income 0.89% 0.83% 0.34%**
============================================================================================================
(a) Class C shares were first publicly offered on February 28, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 31
Financial Highlights (continued)
- ----------------------------------------------------------------------------------------------------------------------------
Six Months Ended
12/31/09 Year Ended Year Ended 11/1/06 (a)
(unaudited) 6/30/09 6/30/08 to 6/30/07
- ----------------------------------------------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 14.03 $ 18.84 $ 21.15 $ 19.51
- ----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.01 $ 0.13 $ 0.32 $ 0.28
Net realized and unrealized gain (loss) on investments 2.64 (4.76) (2.29) 1.56
- ----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.65 $ (4.63) $ (1.97) $ 1.84
Distributions to shareowners:
Net investment income (0.19) (0.18) (0.29) (0.19)
Net realized gain -- -- (0.05) (0.01)
- ----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.46 $ (4.81) $ (2.31) $ 1.64
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.49 $ 14.03 $ 18.84 $ 21.15
============================================================================================================================
Total return* 18.92% (24.57)% (9.51)% 9.52%***
Ratio of net expenses to average net assets+ 1.40%** 1.40% 1.41% 1.40%**
Ratio of net investment income to average net assets+ 0.81%** 1.47% 1.13% 1.47%**
Portfolio turnover rate 10%** 19% 13% 15%***
Net assets, end of period (in thousands) $ 15,958 $ 9,420 $ 4,231 $ 300
Ratios with no waiver of fees and assumption of
expenses by the adviser and no reduction for fees
paid indirectly:
Net expenses 2.02%** 2.11% 1.48% 1.62%**
Net investment income 0.19%** 0.76% 1.06% 1.25%**
Ratios with waiver of fees and assumption of expenses
by the adviser and reduction for fees
paid indirectly:
Net expenses 1.40%** 1.40% 1.40% 1.40%**
Net investment income 0.81%** 1.47% 1.14% 1.47%**
============================================================================================================================
(a) Class R shares were first publicly offered on November 1, 2006.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
32 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
- ----------------------------------------------------------------------------------------------------------------
Six Months Ended Year Year
12/31/09 Ended Ended
(unaudited) 6/30/09 6/30/08
- ----------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 14.21 $ 19.07 $ 21.30
- ----------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.07 $ 0.21 $ 0.29
Net realized and unrealized gain (loss) on investments 2.67 (4.83) (2.14)
- ----------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.74 $ (4.62) $ (1.85)
Distributions to shareowners:
Net investment income (0.23) (0.24) (0.33)
Net realized gain -- -- (0.05)
- ----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.51 $ (4.86) $ (2.23)
- ----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.72 $ 14.21 $ 19.07
================================================================================================================
Total return* 19.32% (24.18)% (8.87)%
Ratio of net expenses to average net assets+ 0.73%** 0.83% 0.75%
Ratio of net investment income to average net assets+ 1.46%** 2.01% 1.62%
Portfolio turnover rate 10%** 19% 13%
Net assets, end of period (in thousands) $1,948,435 $1,231,649 $818,534
Ratios with no waiver of fees and assumption of expenses by the
adviser and no reduction for fees paid indirectly:
Net expenses 0.73%** 0.83% 0.75%
Net investment income 1.46%** 2.01% 1.62%
Ratios with waiver of fees and assumption of expenses by the
adviser and reduction for fees paid indirectly:
Net expenses 0.73%** 0.83% 0.75%
Net investment income 1.46%** 2.01% 1.62%
================================================================================================================
- -----------------------------------------------------------------------------------------------------------
Year Year
Ended Ended 2/28/05 (a)
6/30/07 6/30/06 to 6/30/05
- -----------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 18.34 $ 16.20 $ 16.05
- -----------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.28 $ 0.10 $ 0.03
Net realized and unrealized gain (loss) on investments 2.91 2.33 0.12
- -----------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.19 $ 2.43 $ 0.15
Distributions to shareowners:
Net investment income (0.22) (0.07) --
Net realized gain (0.01) (0.22) --
- -----------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.96 $ 2.14 $ 0.15
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 21.30 $ 18.34 $ 16.20
===========================================================================================================
Total return* 17.47% 15.12% 0.93%***
Ratio of net expenses to average net assets+ 0.77% 0.83% 0.99%**
Ratio of net investment income to average net assets+ 2.00% 1.91% 1.60%**
Portfolio turnover rate 15% 21% 49%**
Net assets, end of period (in thousands) $599,166 $144,022 $ 5,082
Ratios with no waiver of fees and assumption of expenses by the
adviser and no reduction for fees paid indirectly:
Net expenses 0.77% 0.83% 0.99%**
Net investment income 2.00% 1.91% 1.60%**
Ratios with waiver of fees and assumption of expenses by the
adviser and reduction for fees paid indirectly:
Net expenses 0.77% 0.83% 0.99%**
Net investment income 2.00% 1.91% 1.60%**
===========================================================================================================
(a) Class Y shares were first publicly offered on February 28, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 33
Financial Highlights (continued)
- --------------------------------------------------------------------------------------------------
Six Months
Ended
12/31/09 11/1/08 (a)
(unaudited) to 6/30/09
- --------------------------------------------------------------------------------------------------
Class Z
Net asset value, beginning of period $ 14.12 $ 15.66
- --------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.02) $ 0.17
Net realized and unrealized gain (loss) on investments 2.74 (1.46)
- --------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.72 $ (1.29)
Distributions to shareowners:
Net investment income (0.24) (0.25)
Net realized gain -- --
- --------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.48 $ (1.54)
- --------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.60 $ 14.12
==================================================================================================
Total return* 19.27% 8.16%***
Ratio of net expenses to average net assets+ 0.77%** 0.83%
Ratio of net investment income to average net assets+ 1.38%** 1.97%
Portfolio turnover rate 10%** 19%**
Net assets, end of period (in thousands) $ 23,121 $ 5,674
Ratios with no waiver of fees and assumption of expenses by the
adviser and no reduction for fees paid indirectly:
Net expenses 0.77%** 0.83%
Net investment income 1.38%** 1.97%
Ratios with waiver of fees and assumption of expenses by the
adviser and reduction for fees paid indirectly:
Net expenses 0.77%** 0.83%
Net investment income 1.38%** 1.97%
==================================================================================================
(a) Class Z shares were first publicly offered on November 1, 2008.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
34 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Notes to Financial Statements | 12/31/09 (unaudited)
1. Organization and Significant Accounting Policies
Pioneer Cullen Value Fund (the Fund) is a series of Pioneer Series Trust III, 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 capital appreciation. Current
income is a secondary objective.
The Fund offers six classes of shares designated as Class A, Class B, Class C,
Class R, Class Y and Class Z shares. Class Z shares were first publicly offered
on November 1, 2008. 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 or Class Z 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 Cullen Value Fund | Semiannual Report | 12/31/09 35
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gains and losses on investments during the
reporting year. Actual results could differ from those estimates.
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 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 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 (other than securities that were valued
using prices supplied by independent pricing services). Short-term fixed
income securities with remaining maturities of sixty days or less generally
are 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 is recorded
on the accrual basis. Dividend and interest income are reported net of
unrecoverable foreign taxes withheld at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
36 Pioneer Cullen Value Fund | Semiannual 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 income tax provision is required. Tax
years for the prior three fiscal years remain subject to examination by tax
authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Fund's distributions may be
shown in the accompanying financial statements as from or in excess of net
investment income or as from net realized gain on investment transactions,
or as from paid-in capital, depending on the type of book/tax differences
that may exist.
The tax character of current year distributions payable will be determined
at the end of the current fiscal year. The tax character of distributions
paid during the year ended June 30, 2009 was as follows:
--------------------------------------------------
2009
--------------------------------------------------
Distributions paid from:
Ordinary income $39,020,477
Long-term capital gain --
--------------------------------------------------
Total $39,020,477
==================================================
The following shows the components of distributable earnings on a federal
income tax basis at June 30, 2009:
--------------------------------------------------
2009
--------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 37,389,606
Capital loss carryforward (265,784,298)
Post-October loss deferred (288,208,473)
Unrealized depreciation (527,025,168)
--------------------------------------------------
Total $(1,043,628,333)
==================================================
The difference between book-basis and tax-basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A.
(UniCredit), earned approximately $148,002 in underwriting commissions on
the sale of Class A shares during the six months ended December 31, 2009.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 37
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, Class C, and Class R shares of the Fund,
respectively (see Note 4). Class Y and Class Z shares do not pay
distribution fees. All expenses and fees paid to the transfer agent,
Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for its
services, are allocated among the classes of shares based on the number of
accounts in each class and the ratable allocation of related out-of-pocket
expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class B, Class C, Class R, Class Y
and Class Z shares can reflect different transfer agent and distribution
expense rates.
E. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value
of the underlying securities (collateral), including accrued interest, 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.
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
38 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
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.
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 0.70% of
the Fund's average daily net assets up to $1 billion, 0.65% of the next $1
billion, 0.60% of the next $1 billion, and 0.55% of the excess over $3 billion.
For the six months ended December 31, 2009, the effective management fee (net
of waivers and/or assumption of expenses) was equivalent to 0.62% of the Fund's
average daily net assets.
PIM, and not the Fund, pays a portion of the fee it receives from the Fund to
Cullen Capital Management LLC as compensation for Cullen's subadvisory services
to the Fund.
PIM has contractually agreed to limit ordinary operating expenses of the Fund
to the extent required to reduce Fund expenses to 1.25%, 2.15%, 2.15%, 1.40%
and 1.01% of the average daily net assets attributable to Class A, Class B,
Class C, Class R and Class Y shares, respectively. These expense limitations
are in effect through November 1, 2010 for Class A, Class B, Class C and Class
R shares, and through May 15, 2012 for Class Y shares. There can be no
assurance that PIM will extend the expense limitation agreement for a class of
shares beyond the date referred to above.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$125,237 in management fees, administrative costs and certain others
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.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 39
For the six months ended December 31, 2009, such out of pocket expenses by
class of shares were as follows:
- ----------------------------------------------------
Shareholder Communications
- ----------------------------------------------------
Class A $1,276,373
Class B 34,772
Class C 219,095
Class R 16,994
Class Y 388,159
Class Z 1,288
- ----------------------------------------------------
Total $1,936,681
====================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $629,846 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 net 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 $31,971 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, Class Y and
Class Z 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.
40 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Redemptions of Class C shares within one year of purchase are subject to a CDSC
of 1.00%, based on the lower of cost or market value of shares being redeemed.
Shares purchased as part of an exchange remain subject to any CDSC that applied
to the original purchase of those shares. There is no CDSC for Class R, Class Y
or Class Z shares. Proceeds from the CDSCs are paid to PFD. For the six months
ended December 31, 2009, CDSCs in the amount of $123,147 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS
resulting in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the six months ended 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 six months ended
December 31, 2009, the Fund had no borrowings under this agreement.
7. Reorganization Information
On May 8, 2009, beneficial owners of Regions Morgan Keegan Select Value Fund
approved a proposed Agreement and Plan of Reorganization that provided for the
reorganization listed below. This tax-free reorganization was accomplished on
May 15, 2009 ("Closing Date"), by exchanging the assets and stated liabilities
of Regions Morgan Keegan Select Value Fund for shares of Pioneer Cullen Value
Fund. Shareholders holding Class A, Class C and Class I shares of Regions
Morgan Keegan Select Value Fund received Class A, Class C and Class Y shares,
respectively, of Pioneer Cullen Value Fund in the reorganization. The following
charts show the details of the reorganization as of that Closing Date:
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 41
- ---------------------------------------------------------------------------------------------
Regions Morgan
Pioneer Keegan Select Pioneer
Cullen Value Fund Value Fund Cullen Value Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- ---------------------------------------------------------------------------------------------
Net Assets
Class A $1,893,850,563 $ 22,062,398 $1,915,912,961
Class B $ 65,551,091 $ -- $ 65,551,091
Class C $ 404,014,778 $ 703,896 $ 404,718,674
Class R $ 7,109,235 $ -- $ 7,109,235
Class Y/I $ 914,500,134 $ 99,729,828 $1,014,229,962
Class Z $ 1,038,363 $ -- $ 1,038,363
- ---------------------------------------------------------------------------------------------
Total Net Assets $3,286,064,164 $ 122,496,122 $3,408,560,286
=============================================================================================
Shares Outstanding
Class A 140,655,464 1,921,937 142,294,573
Class B 4,902,703 -- 4,902,703
Class C 30,301,263 60,819 30,354,069
Class R 532,366 -- 532,366
Class Y/I 67,640,580 8,696,084 75,017,047
Class Z 77,320 -- 77,320
Shares Issued in
Reorganization
Class A 1,639,108
Class C 52,805
Class Y 7,376,467
- ---------------------------------------------------------------
Unrealized Accumulated
Appreciation On Loss On
Closing Date Closing Date
- ---------------------------------------------------------------
Regions Morgan Keegan
Select Value Fund $ 7,390,084 $ (41,008,469)
8. 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, and has determined that there were no subsequent events
requiring recognition or disclosure in the financial statements.
42 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Approval of Investment Advisory and Sub-Advisory Agreements
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Cullen Value Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. PIM has retained Cullen Capital Management,
LLC (Cullen Capital) to serve as the sub-adviser to the Fund pursuant to a
sub-advisory agreement between PIM and the sub-adviser. In order for PIM and
Cullen Capital to remain the investment adviser and sub-adviser of the Fund,
respectively, the Trustees of the Fund must determine annually whether to renew
the investment advisory agreement and the sub-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 and the
sub-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, the sub-adviser and third parties, the Trustees of
the Fund, including the independent Trustees voting separately, unanimously
approved the renewal of the investment advisory agreement and the sub-advisory
agreement for another year. In considering the renewal of the investment
advisory agreement and the sub-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 agreements.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM and the sub-adviser to the Fund, taking into account the
investment objective and strategy of the Fund. The Trustees reviewed the terms
of the investment advisory agreement and the sub-advisory agreement. The
Trustees also reviewed the sub-adviser's investment approach for the Fund, its
research process and its process for trade execution. The Trustees considered
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 43
the resources of PIM and the sub-adviser and the personnel of PIM and the
sub-adviser 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.
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers (including the sub-adviser) 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 and the sub-adviser to
the Fund were satisfactory and consistent with the terms of the investment
advisory agreement and the sub-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 second quintile of its Morningstar
category for the one year period ended June 30, 2009 and in the first quintile
of its Morningstar 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 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 also considered
that PIM, not the Fund, paid the sub-adviser pursuant to the sub-advisory
agreement. The Trustees evaluated both the fee under the
44 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
sub-advisory agreement and the portion of the fee under the investment advisory
agreement retained by PIM.
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2009 was in the second 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
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 also reviewed management fees charged by the sub-
adviser to its other clients. The Trustees noted that in most instances the fee
rates for those clients were higher than the sub-advisory fees paid to the sub-
adviser with respect to the Fund.
The Trustees concluded that the management fee payable by the Fund to PIM, as
well as the fees payable by PIM to the sub-adviser of the Fund, were reasonable
in relation to the nature and quality of the services provided by PIM and the
sub-adviser. 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 sub-adviser.
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. The Trustees further
considered the sub-advisory fees received by the sub-adviser with respect to
the Fund and the percentage that such fees represented of the sub-adviser's
overall revenues (for the 12-month period ended December 31, 2008). 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
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 45
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 the profit margins with respect to the
management of the Fund were 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 each of PIM and the sub-adviser
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 also considered the benefits to the Fund
and to the sub-adviser 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 each of PIM and the sub-adviser
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 each of PIM and the sub-adviser 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 each of
the investment advisory agreement between PIM and the Fund and the sub-advisory
agreement between PIM and the sub-adviser, including the fees payable
thereunder, was fair and reasonable and voted to approve the proposed renewal
of each of the investment advisory agreement and the sub-advisory agreement for
the Fund.
46 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
Trustees, Officers and Service Providers
Trustees
John F. Cogan, Jr., Chairman
David R. Bock
Mary K. Bush
Benjamin M. Friedman
Margaret B.W. Graham
Daniel K. Kingsbury
Thomas J. Perna
Marguerite A. Piret
Officers
John F. Cogan, Jr., President
Daniel K. Kingsbury, Executive Vice President
Mark E. Bradley, Treasurer
Dorothy E. Bourassa, Secretary
Investment Adviser and Administrator
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at pioneerinvestments.com. This information is also available on
the Securities and Exchange Commission's web site at http://www.sec.gov.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 47
This page for your notes.
48 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
This page for your notes.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 49
This page for your notes.
50 Pioneer Cullen Value Fund | Semiannual Report | 12/31/09
This page for your notes.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/09 51
This page for your notes.
52 Pioneer Cullen Value Fund | Semiannual 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.
N/A
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
N/A
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
N/A
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
N/A
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust III
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.