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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)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: June 30
Date of reporting period: July 1, 2009 through June 30, 2010
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
Pioneer Cullen
Value Fund
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Annual Report | June 30, 2010
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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 7
Prices and Distributions 8
Performance Update 9
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 24
Notes to Financial Statements 34
Report of Independent Registered Public Accounting Firm 42
Trustees, Officers and Service Providers 44
Pioneer Cullen Value Fund | Annual Report | 6/30/10 1
President's Letter
Dear Shareowner,
Stock and bond markets around the globe have begun to recover over the past
year from one of their most tumultuous periods in history. This is a welcome
relief, and we are generally optimistic about the prospects for the economy
going forward. Still, challenges remain. Unemployment is high; consumer demand
and loan growth are weak; and housing has not returned to normal.
At Pioneer, we have long advocated the benefits of investing for the long term.
This strategy has generally performed well for many investors. Those who
remained invested in the market during the downturn have most likely seen their
portfolios start to recover over the past year, as the Dow Jones Industrial
Average climbed back from the depressed levels we saw in early 2009. Many bond
investors have similarly seen a strong rebound, with a broad-based recovery
occurring across many different fixed-income asset classes. The riskiest asset
classes, such as high-yield bonds, outperformed other fixed-income asset
classes during most of 2009.
At Pioneer, we are not changing the approach to investing that we have used for
more than 80 years. We remain focused on company fundamentals and risk
management. Our investment process is based on careful research into individual
companies, quantitative analysis, and active portfolio management. This
three-pillared process, which we apply to each of our portfolios, is supported
by an integrated team approach and is designed to carefully balance risk and
reward. While we see potential opportunities for making money in many corners
of the markets around the globe, it takes research and experience to separate
solid investment opportunities from speculation.
Following this difficult period, many investors are rethinking their approach
to investing and risk management. Some are questioning whether the basic
investment principles they were taught in the past are still useful in today's
markets. Complicating matters is that financial markets remain unpredictable.
Our advice, as always, is to work closely with a trusted financial advisor to
discuss your goals and work together to develop an investment strategy that
meets your individual needs. There is no single best strategy that works for
every investor.
2 Pioneer Cullen Value Fund | Annual Report | 6/30/10
We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 3
Portfolio Management Discussion | 6/30/10
Large-cap stocks rallied over most of the 12 months ended June 30, 2010, before
falling sharply in the final weeks of the period as confidence about the
strength of the economic recovery began to falter and new doubts began to grow.
In the following discussion, James P. Cullen, President of Cullen Capital
Management, LLC, reviews the factors that influenced the performance of Pioneer
Cullen Value Fund during the 12-month period. Mr. Cullen oversees the team
responsible for the daily management of the Fund.
Q How did the Fund perform during the 12 months ended June 30, 2010?
A Pioneer Cullen Value Fund Class A shares returned 8.95% at net asset value
over the 12 months ended June 30, 2010, while the Fund's benchmark, the
Standard & Poor's 500 Index (the S&P 500), returned 14.43%. Over the same
12-month period, the average return of the 521 mutual funds in Lipper's
Large Cap Value category was 12.88%.
Q What were the principal factors affecting the Fund's performance over the 12
months ended June 30, 2010?
A The Fund lagged the benchmark S&P 500 Index's results early in the period
because of our consistent emphasis on value stocks of companies that are
fundamentally strong. We continued to avoid the stocks of companies we
viewed as having more risk, even though such stocks outperformed during the
market surge of 2009 and early 2010. Later in the annual reporting period,
the Fund's positions in corporations with exposure to the euro held back
performance results as the debt crisis in Greece and several other
countries generally undermined confidence in European stocks. In addition,
several of the portfolio's financial holdings performed poorly, also
holding back relative performance.
Despite the underperformance of the Fund in recent months, we remain
confident in our investment style and of the importance of staying
disciplined, even in the face of short-term market moves that appear to
reward approaches that are less consistent. Historically, the capital
markets often have been unpredictable for one-to-two-year periods. Over
five- and 10-year time spans, however, value-oriented approaches generally
have produced very good returns. We have kept the Fund's investments
focused on the longer term, with an emphasis on low-priced stocks of
companies with strong fundamentals and high dividends. During the past few
months, in fact, we have placed additional emphasis on stocks with high
dividends, as they seem to offer the best relative value, both with respect
to other stock classes and to alternative investments, such as bonds. We
believe history has
4 Pioneer Cullen Value Fund | Annual Report | 6/30/10
shown that a long-term approach that focuses on company fundamentals is the
best way to achieve strong relative performance in the five years following
a recession.
Q What types of investments most influenced the Fund's performance over the 12
months ended June 30, 2010?
A We typically allocate approximately 20% of the Fund's portfolio to companies
exposed to the euro, but that exposure was a performance detractor during a
period when euro-exposed stocks sold off following the debt crisis hitting
several European countries. The stocks of some solid companies either based
in Europe or with significant European interests were affected.
Euro-exposed companies that held back the Fund's results during the
12-month period included: German chemical company A.G. Bayer; Russian
energy giant Gazprom; and Finland-based telecommunications equipment
company Nokia. We sold the Fund's position in Nokia. In addition, the
Fund's investments in the financials sector did not fare well over the
12-month period, even though we underweighted the group. Financials sector
investments that lagged included investment banks Goldman Sachs and Morgan
Stanley and diversified banking giant Citigroup. Information technology
holdings that produced just flat results for the Fund in a generally higher
market included software leaders Microsoft and Oracle.
Stock selections in the industrials and energy groups tended to have
positive effects on the Fund's results over the 12 months ended June 30,
2010. In the industrial sector, three very strong performers were Boeing, a
leader in the development and manufacture of aircraft; United Technologies,
the diversified corporation that enjoyed strong demand for its products in
China; and 3M, which produces a variety of products for industrial and
consumer markets. Two additional solid contributors to Fund performance
were railroads Canadian Pacific and Canadian National. Although the Fund's
financials investments did not fare well overall, one holding that did help
performance was insurer Chubb. Three European-based companies that better
withstood the sharp decline in the euro during the period were global
consumer companies Nestle, Unilever and Diageo. From other sectors, the
top-performing Fund holding was global media and entertainment leader Walt
Disney, whose earnings received a boost from its fast-growing English
language education operations in China.
Q What is your investment outlook?
A While we do not focus on short-term economic or market forecasts, we believe
that there is more reason to have a positive economic view than recent
downturns would appear to suggest. We think the market may have entered a
period of consolidation, which history tells us is typically followed by a
brisk revival. Stock market valuations appear inexpensive relative to
Pioneer Cullen Value Fund | Annual Report | 6/30/10 5
earnings and very attractive relative to bonds. After a period of
restructuring and cost-cutting, corporations in general appear go be in
solid financial shape, with relatively low debt levels and large amounts of
cash. We are particularly interested in investing the Fund in companies
paying higher-than-average dividends, as these corporations usually are in
very strong financial positions. While high unemployment continues to be a
drag on the economy and the market, job creation typically is a lagging
indicator as economies move out of recession. Moreover, it is worth noting
that we are approaching the year 2011 -- the year before a presidential
election. Pre-election years historically have been very good years for
the market.
Overseas, we think the markets may have over-reacted to the European debt
crisis, and we believe many European companies are selling at prices that
appear very attractive relative to U.S. companies with comparable earnings.
Please refer to the Schedule of Investments on pages 17-23 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.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes.
6 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Portfolio Summary | 6/30/10
Portfolio Diversification
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(As a percentage of total investment portfolio)
[The following data was represented as a pie chart in the printed material]
U.S. Common Stocks 68.2%
Depositary Receipts for International Stocks 24.1%
Temporary Cash Investments 7.7%
Sector Distribution
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(As a percentage of equity holdings)*
[The following data was represented as a pie chart in the printed material]
Industrials 20.8%
Health Care 17.0%
Consumer Staples 16.2%
Financials 12.1%
Information Technology 10.2%
Energy 9.6%
Telecommunication Services 7.0%
Consumer Discretionary 5.5%
Materials 1.6%
10 Largest Holdings
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(As a percentage of equity holdings)*
1. 3M Co. 3.27%
2. The Walt Disney Co. 3.24
3. Abbott Laboratories, Inc. 3.21
4. Chubb Corp. 3.20
5. Oracle Corp. 3.18
6. Kimberly-Clark Corp. 3.18
7. Covidien, Ltd. 3.17
8. Unilever NV 3.12
9. Bayer AG (A.D.R.) 3.11
10. Kraft Foods, Inc. 3.05
* This list excludes temporary cash and derivative instruments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any
securities listed.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 7
Prices and Distributions | 6/30/10
Net Asset Value per Share
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Class 6/30/10 6/30/09
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A $15.26 $14.15
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B $15.13 $14.03
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C $15.09 $14.00
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R $15.08 $14.03
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Y $15.34 $14.21
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Z $15.22 $14.12
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Distributions per Share: 7/1/09-6/30/10
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Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
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A $0.1694 $ -- $ --
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B $0.0282 $ -- $ --
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C $0.0570 $ -- $ --
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R $0.1936 $ -- $ --
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Y $0.2334 $ -- $ --
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Z $0.2400 $ -- $ --
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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 9-14.
8 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Performance Update | 6/30/10 Class A Shares
Investment Returns
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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 June 30, 2010)
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Net Asset Public Offering
Period Value (NAV) Price (POP)
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Life-of-Class
(7/1/00) 5.38% 4.76%
5 Years 0.09 -1.09
1 Year 8.95 2.70
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Expense Ratio
(Per prospectus dated November 1, 2009,
as revised April 12, 2010)
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Gross Net
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1.18% 1.18%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
7/00 9,425 10,000
10,341 8,653
6/02 10,912 7,098
10,362 7,115
6/04 12,874 8,474
15,296 9,009
6/06 17,550 9,786
20,555 11,800
6/08 18,659 10,252
14,105 7,567
6/10 15,367 8,659
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 shown for
Class A shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of Cullen Value Fund's single class, which has been restated to
reflect differences in any applicable sales charge (but not other differences
in expenses). If all expenses of the Fund were reflected, the performance would
be lower.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 9
Performance Update | 6/30/10 Class B Shares
Investment Returns
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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 June 30, 2010)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
Life-of-Class
(7/1/00) 4.89% 4.89%
5 Years -0.80 -0.80
1 Year 8.03 4.03
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009,
as revised April 12, 2010)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
2.12% 2.12%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
7/00 10,000 10,000
10,970 8,653
6/02 11,576 7,098
10,992 7,115
6/04 13,657 8,474
16,186 9,009
6/06 18,398 9,786
21,357 11,800
6/08 19,224 10,252
14,396 7,567
6/10 15,551 8,659
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 4.00% 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 shown for
Class B shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of Cullen Value Fund's single class, which has been restated to
reflect differences in any applicable sales charge (but not other differences
in expenses). If all expenses of the Fund were reflected, the performance would
be lower.
10 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Performance Update | 6/30/10 Class C Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of June 30, 2010)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
Life-of-Class
(7/1/00) 4.95% 4.95%
5 Years -0.68 -0.68
1 Year 8.16 8.16
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009,
as revised April 12, 2010)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
1.96% 1.96%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
7/00 10,000 10,000
10,970 8,653
6/02 11,576 7,098
10,992 7,115
6/04 13,657 8,474
16,186 9,009
6/06 18,421 9,786
21,407 11,800
6/08 19,282 10,252
14,466 7,567
6/10 15,646 8,659
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 shown for
Class C shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of Cullen Value Fund's single class, which has been restated to
reflect differences in any applicable sales charge (but not other differences
in expenses). If all expenses of the Fund were reflected, the performance would
be lower.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 11
Performance Update | 6/30/10 Class R Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of June 30, 2010)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
Life-of-Class
(7/1/00) 4.91% 4.91%
5 Years -0.30 -0.30
1 Year 8.75 8.75
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009,
as revised April 12, 2010)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
2.11% 1.40%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
7/00 10,000 10,000
10,921 8,653
6/02 11,466 7,098
10,834 7,115
6/04 13,394 8,474
15,835 9,009
6/06 18,078 9,786
21,015 11,800
6/08 19,017 10,252
14,345 7,567
6/10 15,600 8,659
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 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.
The performance shown for Class R shares for the period from February 28, 2005,
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.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance shown for
Class R shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of Cullen Value Fund's single class, which has been restated to
reflect the higher distribution and service fees of the Fund's Class R shares.
12 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Performance Update | 6/30/10 Class Y Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of June 30, 2010)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
Life-of-Class
(7/1/00) 5.58% 5.58%
5 Years 0.45 0.45
1 Year 9.47 9.47
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009,
as revised April 12, 2010)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
0.83% 0.83%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
7/00 10,000 10,000
10,970 8,653
6/02 11,576 7,098
10,992 7,115
6/04 13,657 8,474
16,237 9,009
6/06 18,691 9,786
21,956 11,800
6/08 20,010 10,252
15,172 7,567
6/10 16,608 8,659
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 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 shown for
Class Y shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of Cullen Value Fund's single class, which has not been restated to
reflect any differences in expenses. Cullen Value Fund had higher expenses than
those of the Fund's Class Y shares.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 13
Performance Update | 6/30/10 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 June 30, 2010)
- --------------------------------------------------------------------------------
If If
Period Held Redeemed
- --------------------------------------------------------------------------------
Life of Class
(7/1/00) 5.17% 5.17%
5 Years -0.30 -0.30
1 Year 9.36 9.36
- --------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2009,
as revised April 12, 2010)
- --------------------------------------------------------------------------------
Gross Net
- --------------------------------------------------------------------------------
0.83% 0.83%
- --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
7/00 10,000 10,000
10,970 8,653
6/02 11,576 7,098
10,992 7,115
6/04 13,657 8,474
16,226 9,009
6/06 18,617 9,786
21,557 11,800
6/08 19,352 10,252
14,617 7,567
6/10 15,984 8,659
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 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.
Performance shown for the period from February 28, 2005, 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.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance shown for
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.
14 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
- --------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund
Based on actual returns from January 1, 2010, through June 30, 2010.
- -----------------------------------------------------------------------------------------------------------
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 1/1/10
- -----------------------------------------------------------------------------------------------------------
Ending Account Value $1,089.50 $1,080.30 $1,081.60 $1,087.50 $1,094.70 $1,093.60
(after expenses)
on 6/30/10
- -----------------------------------------------------------------------------------------------------------
Expenses Paid $ 5.56 $ 9.72 $ 9.10 $ 6.65 $ 3.57 $ 3.80
During Period*
- -----------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.17%, 2.05%,
1.92%, 1.40%, 0.75%, and 0.80% for Class A, Class B, Class C, Class R,
Class Y, and Class Z shares, respectively, multiplied by the average account
value over the period, multiplied by 181/365 (to reflect the one-half year
period).
Pioneer Cullen Value Fund | Annual Report | 6/30/10 15
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the
5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from January 1, 2010, through June 30, 2010.
- -----------------------------------------------------------------------------------------------------------
Share Class A B C 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 1/1/10
- -----------------------------------------------------------------------------------------------------------
Ending Account Value $1,018.99 $1,014.63 $1,015.27 $1,017.85 $1,021.08 $1,020.83
(after expenses)
on 6/30/10
- -----------------------------------------------------------------------------------------------------------
Expenses Paid $ 5.86 $ 10.24 $ 9.59 $ 7.00 $ 3.76 $ 4.01
During Period*
- -----------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.17%, 2.05%,
1.92%, 1.40%, 0.75%, and 0.80% for Class A, Class B, Class C, Class R,
Class Y, and Class Z shares, respectively, multiplied by the average account
value over the period, multiplied by 181/365 (to reflect the one-half year
period).
16 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Schedule of Investments | 6/30/10
- --------------------------------------------------------------------------------------------------
Shares Value
- --------------------------------------------------------------------------------------------------
COMMON STOCKS -- 95.4%
ENERGY -- 9.1%
Integrated Oil & Gas -- 4.8%
4,690,600 Gazprom OAO (A.D.R.)* $ 88,230,186
1,182,072 Petrochina Co., Ltd. (A.D.R.)(b) 129,708,761
--------------
$ 217,938,947
- --------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 1.8%
2,081,650 Ensco Plc $ 81,767,212
- --------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 2.5%
1,900,650 Devon Energy Corp. $ 115,787,598
--------------
Total Energy $ 415,493,757
- --------------------------------------------------------------------------------------------------
MATERIALS -- 1.6%
Diversified Metals & Mining -- 1.6%
4,090,983 Anglo American Plc*(b) $ 70,487,637
--------------
Total Materials $ 70,487,637
- --------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 17.0%
Aerospace & Defense -- 10.4%
1,421,600 Boeing Co. (b) $ 89,205,400
2,869,600 ITT Corp. 128,902,432
2,660,700 Raytheon Co. 128,751,273
1,971,000 United Technologies Corp. 127,937,610
--------------
$ 474,796,715
- --------------------------------------------------------------------------------------------------
Construction & Engineering -- 1.5%
1,567,250 Fluor Corp. (b) $ 66,608,125
- --------------------------------------------------------------------------------------------------
Heavy Electrical Equipment -- 2.0%
5,152,700 ABB, Ltd. (b) $ 89,038,656
- --------------------------------------------------------------------------------------------------
Industrial Conglomerates -- 3.1%
1,794,850 3M Co. (b) $ 141,775,202
--------------
Total Capital Goods $ 772,218,698
- --------------------------------------------------------------------------------------------------
TRANSPORTATION -- 2.9%
Railroads -- 2.9%
952,950 Canadian National Railway Co. $ 54,680,271
1,398,320 Canadian Pacific Railway, Ltd. (b) 74,977,918
--------------
$ 129,658,189
--------------
Total Transportation $ 129,658,189
- --------------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 2.1%
Auto Parts & Equipment -- 2.1%
2,597,000 BorgWarner, Inc.*(b) $ 96,971,980
--------------
Total Automobiles & Components $ 96,971,980
- --------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 17
Schedule of Investments | 6/30/10 (continued)
- --------------------------------------------------------------------------------------------------
Shares Value
- --------------------------------------------------------------------------------------------------
MEDIA -- 3.1%
Movies & Entertainment -- 3.1%
4,458,450 The Walt Disney Co. (b) $ 140,441,175
--------------
Total Media $ 140,441,175
- --------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 12.4%
Agricultural Products -- 1.6%
797,500 Archer Daniels Midland Co. $ 20,591,450
1,088,200 Bunge, Ltd. (b) 53,528,558
--------------
$ 74,120,008
- --------------------------------------------------------------------------------------------------
Distillers & Vintners -- 2.4%
1,722,300 Diageo Plc (A.D.R.) $ 108,057,102
- --------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 8.4%
4,732,600 Kraft Foods, Inc. (b) $ 132,512,800
2,373,500 Nestle SA (A.D.R.)(b) 114,497,640
4,953,600 Unilever NV (b) 135,332,352
--------------
$ 382,342,792
--------------
Total Food, Beverage & Tobacco $ 564,519,902
- --------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 3.0%
Household Products -- 3.0%
2,278,000 Kimberly-Clark Corp. $ 138,115,140
--------------
Total Household & Personal Products $ 138,115,140
- --------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 3.0%
Health Care Equipment -- 3.0%
3,426,700 Covidien, Ltd. $ 137,684,806
--------------
Total Health Care Equipment & Services $ 137,684,806
- --------------------------------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY -- 13.2%
Pharmaceuticals -- 13.2%
2,983,000 Abbott Laboratories, Inc. $ 139,544,740
2,421,300 Bayer AG (A.D.R.) (b) 135,108,540
5,117,200 Bristol-Myers Squibb Co. 127,622,968
2,159,500 Johnson & Johnson Co. 127,540,070
1,345,300 Teva Pharmaceutical Industries, Ltd. 69,942,147
--------------
$ 599,758,465
--------------
Total Pharmaceuticals & Biotechnology $ 599,758,465
- --------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 8.5%
Diversified Financial Services -- 6.2%
4,952,300 Bank of America Corp. $ 71,164,551
24,481,400 Citigroup, Inc.* 92,050,064
3,307,050 JPMorgan Chase & Co. 121,071,101
--------------
$ 284,285,716
- --------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Cullen Value Fund | Annual Report | 6/30/10
- --------------------------------------------------------------------------------------------------
Shares Value
- --------------------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 2.3%
387,750 Goldman Sachs Group, Inc. $ 50,899,943
2,264,700 Morgan Stanley Co. 52,563,687
--------------
$ 103,463,630
--------------
Total Diversified Financials $ 387,749,346
- --------------------------------------------------------------------------------------------------
INSURANCE -- 3.1%
Property & Casualty Insurance -- 3.1%
2,780,500 Chubb Corp. $ 139,052,805
--------------
Total Insurance $ 139,052,805
- --------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 5.7%
Systems Software -- 5.7%
5,342,600 Microsoft Corp. $ 122,933,226
6,439,000 Oracle Corp. 138,180,940
--------------
$ 261,114,166
--------------
Total Software & Services $ 261,114,166
- --------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 4.0%
Computer Hardware -- 2.5%
2,583,000 Hewlett-Packard Co. $ 111,792,240
- --------------------------------------------------------------------------------------------------
Technology Distributors -- 1.5%
2,295,400 Arrow Electronics, Inc.* $ 51,302,190
767,300 Avnet, Inc.*(b) 18,499,602
--------------
$ 69,801,792
--------------
Total Technology Hardware & Equipment $ 181,594,032
- --------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 6.7%
Integrated Telecommunication Services -- 4.3%
3,589,000 AT&T Corp. $ 86,817,910
3,900,000 Verizon Communications, Inc. 109,278,000
--------------
$ 196,095,910
- --------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 2.4%
5,300,000 Vodafone Group Plc (A.D.R.) (b) $ 109,551,000
--------------
Total Telecommunication Services $ 305,646,910
- --------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $4,476,599,176) $4,340,507,008
- --------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 19
Schedule of Investments | 6/30/10 (continued)
- --------------------------------------------------------------------------------------------------
Principal
Amount Value
- --------------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 7.9%
Repurchase Agreements -- 4.0%
$ 20,750,000 Bank of America, Inc., 0.23%, dated 6/30/10, repurchase
price of $20,750,000 plus accrued interest on 7/1/10
collateralized by the following:
$14,431,749 Federal National Mortgage Association
Strip, 5/15/11
$6,733,251 Fannie Mae, 5.8%, 2/9/26 $ 20,750,000
70,050,000 Bank of America, Inc., 0.24%, dated 6/30/10, repurchase
price of $70,050,000 plus accrued interest on 7/1/10
collateralized by $71,451,020
U.S. Treasury Bond, 8.125%, 5/15/21 70,050,000
37,050,000 Barclays Plc, 0.23%, dated 6/30/10, repurchase price of
$37,050,000 plus accrued interest on 7/1/10 collateralized
by $37,791,027 U.S. Treasury Note,
0.75 - 1.375%, 11/30/11 - 1/15/13 37,050,000
17,050,000 BNP Paribas SA, 0.24%, dated 6/30/10, repurchase price
of $17,050,000 plus accrued interest on 7/1/10
collateralized by the following:
$12,600,814 Freddie Mac Giant, 5.5%, 1/1/36
$4,790,186 Federal National Mortgage Association,
6.0%, 12/1/37 17,050,000
6,050,000 Deutsche Bank AG, 0.24%, dated 6/30/10, repurchase
price of $6,050,000 plus accrued interest on 7/1/10
collateralized by the following:
$4,995,683 Federal National Mortgage Association
(ARM), 2.61 - 5.48%, 9/1/36 - 12/1/47
$1,175,317 Federal Home Loan Mortgage Corp.,
6.01 - 6.14%, 8/1/37 - 12/1/37 6,050,000
26,050,000 JPMorgan, Inc., 0.24%, dated 6/30/10, repurchase price of
$26,050,000 plus accrued interest on 7/1/10 collateralized
by $26,571,487
Federal National Mortgage Association,
5.5 - 7.5%, 2/1/29 - 6/1/38 26,050,000
6,050,000 Societe Gernerale SA, 0.25%, dated 6/30/10, repurchase
price of $6,050,000 plus accrued interest on 7/1/10
collateralized by the following:
$4,621,110 Federal National Mortgage Association,
4.5 - 6.5%, 1/1/25 - 12/1/36
$1,549,890 Federal National Mortgage Association
(ARM), 4.82%, 7/1/35 6,050,000
--------------
Total Repurchase Agreements $ 183,050,000
- --------------------------------------------------------------------------------------------------
Securities Lending Collateral -- 3.9% (c)
Certificates of Deposit:
5,166,974 Bank of Nova Scotia, 0.47%, 9/7/10 $ 5,166,974
5,166,974 Barclays, 0.30%, 7/23/10 5,166,974
5,683,672 CBA Financial, 0.56%, 1/3/11 5,683,672
5,166,974 Deutschebank, 0.30%, 7/19/10 5,166,974
The accompanying notes are an integral part of these financial statements.
20 Pioneer Cullen Value Fund | Annual Report | 6/30/10
- --------------------------------------------------------------------------------------------------
Principal
Amount Value
- --------------------------------------------------------------------------------------------------
Certificates of Deposit -- (continued)
$ 3,100,185 DnB NOR Bank ASA NY, 0.49%, 8/26/10 $ 3,100,185
5,166,982 Rabobank Nederland NY, 0.23%, 7/6/10 5,166,982
5,166,974 Royal Bank of Canada, 0.26%, 1/21/11 5,166,974
5,166,974 Svenska NY, 0.265%, 7/19/10 5,166,974
--------------
$ 39,785,709
- --------------------------------------------------------------------------------------------------
Commercial Paper:
3,100,185 American Honda Finance, 0.38%, 5/4/11 $ 3,100,185
2,066,790 American Honda Finance, 0.38%, 4/15/11 2,066,790
683,570 Caterpillar Financial Services, 0.47%, 8/20/10 683,570
5,167,937 Federal Home Loan Bank, 0.31%, 6/1/11 5,167,937
2,066,500 NABPP, 0.28%, 7/19/10 2,066,500
2,582,340 PARFIN, 0.39%, 8/11/10 2,582,340
5,166,773 SOCNAM, 0.28%, 7/6/10 5,166,773
4,130,780 CHARF, 0.46%, 8/23/10 4,130,780
3,097,782 CLIPPR, 0.45%, 9/1/10 3,097,782
2,150,567 FAIRPP, 0.50%, 8/16/10 2,150,567
2,581,408 FASCO, 0.46%, 9/2/10 2,581,408
2,374,729 FASCO, 0.45%, 9/9/10 2,374,729
3,616,725 SRCPP, 0.26%, 7/7/10 3,616,725
3,625,333 STRAIT, 0.43%, 8/23/10 3,625,333
2,492,708 TBLLC, 0.40%, 8/9/10 2,492,708
5,165,934 Varfun, 0.29%, 7/26/10 5,165,934
4,671,532 CME, Inc., 1.00%, 8/6/10 4,671,532
1,550,388 GE Capital Corp., 0.64%, 8/20/10 1,550,388
559,301 GE Capital Corp., 0.40%, 10/21/10 559,301
563,162 GE Capital Corp., 0.35%, 10/6/10 563,162
2,583,222 GE, 0.37%, 1/26/11 2,583,222
516,252 GE Capital Corp., 0.33%, 6/6/11 516,252
576,134 John Deere Capital Corp., 0.32%, 7/16/10 576,134
4,369,419 JPMorgan Chase & Co., 0.57%, 9/24/10 4,369,419
5,857,885 Santander, 0.30%, 7/23/10 5,857,885
5,166,974 Toyota Motor Credit Corp., 0.35%, 1/10/11 5,166,974
3,100,368 Wachovia, 0.64%, 3/22/11 3,100,368
1,446,907 Wal-Mart Stores, Inc., 0.22%, 7/1/10 1,446,907
2,066,442 WFC, 0.60%, 12/2/10 2,066,442
5,166,974 WSTPAC, 0.39%, 11/5/10 5,166,974
--------------
$ 88,265,021
- --------------------------------------------------------------------------------------------------
Shares
- --------------------------------------------------------------------------------------------------
Money Market Mutual Funds
7,750,462 Blackrock Liquidity Temp Cash Fund $ 7,750,462
7,750,462 Dreyfus Preferred Money Market Fund 7,750,462
--------------
$ 15,500,924
- --------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 21
Schedule of Investments | 6/30/10 (continued)
- --------------------------------------------------------------------------------------------------
Principal
Amount Value
- --------------------------------------------------------------------------------------------------
Tri-party Repurchase Agreements:
$ 6,482,487 Barclays, 0.1%, 7/1/10 $ 6,482,487
12,917,436 Deutsche Bank, 0.3%, 7/1/10 12,917,436
15,500,923 RBS Securities, Inc., 0.5%, 7/1/10 15,500,923
--------------
$ 34,900,846
--------------
Total Securities Lending Collateral $ 178,452,500
- --------------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $361,502,500) $ 361,502,500
- --------------------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 103.3%
(Cost $4,838,101,676) (a) $4,702,009,508
- --------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (3.3)% $ (150,739,734)
- --------------------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $4,551,269,774
==================================================================================================
(A.D.R.) American Depositary Receipt.
* Non-income producing security.
(a) At June 30, 2010, the net unrealized loss on investments based on cost
for federal income tax purposes of $4,838,494,811 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $ 252,593,046
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (389,078,349)
-------------
Net unrealized loss $(136,485,303)
=============
(b) At June 30, 2010, the following securities were out on loan:
- --------------------------------------------------------------------------------------------------
Shares Security Value
- --------------------------------------------------------------------------------------------------
700 3M Co. $ 55,293
157,000 ABB, Ltd. 2,712,960
34,400 Anglo American Plc* 592,712
5,600 Avnet, Inc.* 135,016
16,200 Bayer AG (A.D.R.) 903,960
12,300 Boeing Co. 771,825
95,200 BorgWarner, Inc.* 3,554,768
532,900 Bunge, Ltd. 26,213,351
635,600 Canadian Pacific Railway, Ltd. 34,080,872
117,400 Fluor Corp. 4,989,500
5,600 Kraft Foods, Inc. 156,800
391,000 Nestle SA (A.D.R.) 18,861,840
142,400 Petrochina Co., Ltd. (A.D.R.) 15,625,552
20,900 Unilever NV 570,988
The accompanying notes are an integral part of these financial statements.
22 Pioneer Cullen Value Fund | Annual Report | 6/30/10
- --------------------------------------------------------------------------------------------------
Shares Security Value
- --------------------------------------------------------------------------------------------------
3,002,200 Vodafone Group Plc (A.D.R.) $ 62,055,474
16,100 The Walt Disney Co. 507,150
- --------------------------------------------------------------------------------------------------
Total $171,788,061
==================================================================================================
(c) Securities lending collateral is managed by Credit Suisse AG, New York
Branch.
Purchases and sales of securities (excluding temporary cash investments) for
the year ended June 30, 2010, aggregated $1,140,170,379 and $485,727,067,
respectively.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Highest priority is given to Level 1 inputs and lowest priority is given to
Level 3.
Level 1 -- quoted prices in active markets for identical securities
Level 2 -- other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit risk,
etc.)
Level 3 -- significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments)
The following is a summary of the inputs used as of June 30, 2010, in valuing
the Fund's assets:
- ------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
- --------------------------------------------------------------------------------------------------
Common Stocks $4,340,507,008 $ -- $-- $4,340,570,008
Temporary Cash Investments -- 346,001,576 -- 346,001,576
Money Market Mutual Funds 15,500,924 -- -- 15,500,924
- ------------------------------------------------------------------------------------------------
Total $4,356,007,932 $346,001,576 $-- $4,702,009,508
================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 23
Statement of Assets and Liabilities | 6/30/10
ASSETS:
Investment in securities (including securities loaned of $171,788,061)
(cost $4,838,101,676) $4,702,009,508
Cash 19,469,770
Receivables --
Fund shares sold 10,422,764
Dividends and interest 12,977,166
Due from Pioneer Investment Management, Inc. 6,206
Other 93,536
- -------------------------------------------------------------------------------------------
Total assets $4,744,978,950
- -------------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Fund shares repurchased $ 14,095,674
Upon return of securities loaned 178,452,500
Due to affiliates 991,363
Accrued expenses 169,639
- -------------------------------------------------------------------------------------------
Total liabilities $ 193,709,176
- -------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $5,329,683,551
Undistributed net investment income 38,347,909
Accumulated net realized loss on investments (680,669,518)
Net unrealized loss on investments (136,092,168)
- -------------------------------------------------------------------------------------------
Total net assets $4,551,269,774
===========================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $2,027,653,271/132,850,081 shares) $ 15.26
Class B (based on $62,427,855/4,125,964 shares) $ 15.13
Class C (based on $432,244,789/28,649,149 shares) $ 15.09
Class R (based on $25,618,268/1,699,348 shares) $ 15.08
Class Y (based on $1,973,460,615/128,682,466 shares) $ 15.34
Class Z (based on $29,864,976/1,961,911 shares) $ 15.22
MAXIMUM OFFERING PRICE:
Class A ($15.26 [divided by] 94.25%) $ 16.19
===========================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Statement of Operations
For the Year Ended 6/30/10
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $2,111,530) $102,273,679
Interest 457,944
Income from securities loaned, net 909,456
- ---------------------------------------------------------------------------------------------
Total investment income $ 103,641,079
- ---------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 28,344,358
Transfer agent fees
Class A 2,665,456
Class B 200,105
Class C 713,978
Class R 77,723
Class Y 242,485
Class Z 16,509
Distribution fees
Class A 5,580,010
Class B 737,490
Class C 4,789,691
Class R 83,787
Shareholder communication expense 4,493,831
Administrative reimbursements 1,497,438
Custodian fees 94,361
Registration fees 293,550
Professional fees 219,608
Printing expense 226,827
Fees and expenses of nonaffiliated trustees 118,897
Miscellaneous 205,697
- ---------------------------------------------------------------------------------------------
Total expenses $ 50,601,801
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. (74,972)
- ---------------------------------------------------------------------------------------------
Net expenses $ 50,526,829
- ---------------------------------------------------------------------------------------------
Net investment income $ 53,114,250
- ---------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments $(126,283,612)
- ---------------------------------------------------------------------------------------------
Change in net unrealized gain on investments $ 390,539,865
- ---------------------------------------------------------------------------------------------
Net gain on investments $ 264,256,253
- ---------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 317,370,503
=============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 25
Statements of Changes in Net Assets
For the Years Ended 6/30/10 and 6/30/09, respectively
- ----------------------------------------------------------------------------------------------
Year Ended Year Ended
6/30/10 6/30/09
- ----------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 53,114,250 $ 52,589,238
Net realized loss on investments (126,283,612) (410,945,941)
Change in net unrealized gain (loss) on investments 390,539,865 (581,835,745)
- ----------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations $ 317,370,503 $ (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) (328,300) (1,678)
- ----------------------------------------------------------------------------------------------
Total distributions to shareowners $ (52,155,947) $ (39,020,477)
- ----------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 2,127,061,675 $ 2,392,783,203
Shares issued in reorganization -- 122,496,122
Reinvestment of distributions 44,092,241 33,936,631
Cost of shares repurchased (1,646,403,079) (1,548,479,171)
- ----------------------------------------------------------------------------------------------
Net decrease in net assets resulting from Fund share
transactions $ 524,750,837 $ 1,000,736,785
- ----------------------------------------------------------------------------------------------
Net increase in net assets $ 789,965,393 $ 21,523,860
NET ASSETS:
Beginning of year 3,761,304,381 3,739,780,521
- ----------------------------------------------------------------------------------------------
End of year $ 4,551,269,774 $ 3,761,304,381
- ----------------------------------------------------------------------------------------------
Undistributed net investment income $ 38,347,909 $ 37,389,606
- ----------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
26 Pioneer Cullen Value Fund | Annual Report | 6/30/10
- ------------------------------------------------------------------------------------------------------
'10 Shares '10 Amount '09 Shares '09 Amount
- ------------------------------------------------------------------------------------------------------
Class A
Shares sold 49,600,466 $ 798,944,434 90,605,949 $1,305,074,294
Shares issued in reorganization -- -- 1,639,108 22,062,398
Reinvestment of distributions 1,231,283 20,426,945 1,394,518 19,160,421
Less shares repurchased (60,856,559) (975,331,744) (68,038,103) (962,249,033)
- ------------------------------------------------------------------------------------------------------
Net increase (decrease) (10,024,810) $ (155,960,365) 25,601,472 $ 384,048,080
======================================================================================================
Class B
Shares sold 461,714 $ 7,271,995 1,053,086 $ 15,396,551
Reinvestment of distributions 6,508 107,492 3,441 47,214
Less shares repurchased (1,206,086) (19,335,209) (1,745,712) (24,995,121)
- ------------------------------------------------------------------------------------------------------
Net decrease (737,864) $ (11,955,722) (689,185) $ (9,551,356)
======================================================================================================
Class C
Shares sold 5,953,584 $ 95,177,045 9,014,985 $ 130,145,397
Shares issued in reorganization -- -- 52,805 703,896
Reinvestment of distributions 77,325 1,272,678 74,535 1,016,955
Less shares repurchased (7,748,374) (124,088,582) (10,190,583) (142,660,112)
- ------------------------------------------------------------------------------------------------------
Net decrease (1,717,465) $ (27,638,859) (1,048,258) $ (10,793,864)
======================================================================================================
Class R
Shares sold 1,317,664 $ 21,611,083 612,625 $ 8,569,253
Reinvestment of distributions 10,043 164,809 3,218 43,865
Less shares repurchased (299,824) (4,837,658) (168,919) (2,157,437)
- ------------------------------------------------------------------------------------------------------
Net increase 1,027,883 $ 16,938,234 446,924 $ 6,455,681
======================================================================================================
Class Y
Shares sold 72,410,857 $1,171,794,192 63,154,846 $ 927,766,121
Shares issued in reorganization -- -- 7,376,467 99,729,828
Reinvestment of distributions 1,321,681 21,979,546 992,714 13,668,176
Less shares repurchased (31,717,750) (515,351,094) (27,788,877) (416,204,998)
- ------------------------------------------------------------------------------------------------------
Net increase 42,014,788 $ 678,422,644 43,735,150 $ 624,959,127
======================================================================================================
Class Z
Shares sold 2,017,705 $ 32,262,926 417,145 $ 5,831,587
Reinvestment of distributions 8,521 140,771 -- --
Less shares repurchased (466,223) (7,458,792) (15,237) (212,470)
- ------------------------------------------------------------------------------------------------------
Net increase 1,560,003 $ 24,944,905 401,908 $ 5,619,117
======================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 27
Financial Highlights
Year Year
Ended Ended
6/30/10 6/30/09
Class A
Net asset value, beginning of period $ 14.15 $ 18.97
- -------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.19 $ 0.22
Net realized and unrealized gain (loss) on investments 1.09 (4.86)
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.28 $ (4.64)
Distributions to shareowners:
Net investment income (0.17) (0.18)
Net realized gain -- --
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.11 $ (4.82)
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.26 $ 14.15
===================================================================================================================
Total return* 8.95% (24.41)%
Ratio of net expenses to average net assets+ 1.17% 1.18%
Ratio of net investment income to average net assets+ 1.08% 1.63%
Portfolio turnover rate 12% 19%
Net assets, end of period (in thousands) $2,027,653 $2,021,300
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%
Net investment income 1.08% 1.63%
Ratios with reimbursement of fees and assumption of expenses by the Adviser and
reduction for fees paid indirectly:
Net expenses 1.17% 1.18%
Net investment income 1.08% 1.63%
===================================================================================================================
- ---------------------------------------------------------------------------------------------------------------------------------
Year Year Year
Ended Ended Ended
6/30/08 6/30/07 6/30/06
- ---------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 21.21 $ 18.28 $ 16.19
- ---------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.24 $ 0.26 $ 0.14
Net realized and unrealized gain (loss) on investments (2.16) 2.86 2.23
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (1.92) $ 3.12 $ 2.37
Distributions to shareowners:
Net investment income (0.27) (0.18) (0.06)
Net realized gain (0.05) (0.01) (0.22)
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.24) $ 2.93 $ 2.09
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.97 $ 21.21 $ 18.28
=================================================================================================================================
Total return* (9.22)% 17.13% 14.73%
Ratio of net expenses to average net assets+ 1.09% 1.09% 1.15%
Ratio of net investment income to average net assets+ 1.28% 1.67% 1.57%
Portfolio turnover rate 13% 15% 21%
Net assets, end of period (in thousands) $2,224,629 $1,828,453 $809,593
Ratios with no reimbursement of fees and assumption of expenses by the Adviser and no
reduction for fees paid indirectly:
Net expenses 1.09% 1.09% 1.15%
Net investment income 1.28% 1.67% 1.57%
Ratios with reimbursement of fees and assumption of expenses by the Adviser and
reduction for fees paid indirectly:
Net expenses 1.09% 1.08% 1.15%
Net investment income 1.29% 1.68% 1.57%
=================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales charges.
Total return would be reduced if sales charges were taken into account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Year Year
Ended Ended
6/30/10 6/30/09
Class B
Net asset value, beginning of period $ 14.03 $ 18.75
- ------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.06 $ 0.12
Net realized and unrealized gain (loss) on investments 1.07 (4.83)
- ------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.13 $ (4.71)
Distributions to shareowners:
Net investment income (0.03) (0.01)
Net realized gain -- --
- ------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.10 $ (4.72)
- ------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.13 $ 14.03
==================================================================================================================
Total return* 8.03% (25.12)%
Ratio of net expenses to average net assets+ 2.05% 2.12%
Ratio of net investment income to average net assets+ 0.19% 0.66%
Portfolio turnover rate 12% 19%
Net assets, end of period (in thousands) $62,428 $ 68,240
Ratios with no waiver of fees and assumption of expenses by the Adviser and no
reduction for fees paid indirectly:
Net expenses 2.05% 2.12%
Net investment income 0.19% 0.66%
Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for
fees paid indirectly:
Net expenses 2.05% 2.11%
Net investment income 0.19% 0.67%
==================================================================================================================
Year Year Year
Ended Ended Ended
6/30/08 6/30/07 6/30/06
Class B
Net asset value, beginning of period $ 20.96 $ 18.11 $ 16.15
- -------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.08 $ 0.10 $ 0.04
Net realized and unrealized gain (loss) on investments (2.16) 2.81 2.16
- -------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (2.08) $ 2.91 $ 2.20
Distributions to shareowners:
Net investment income (0.08) (0.05) (0.02)
Net realized gain (0.05) (0.01) (0.22)
- -------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.21) $ 2.85 $ 1.96
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.75 $ 20.96 $ 18.11
===============================================================================================================================
Total return* (9.99)% 16.09% 13.66%
Ratio of net expenses to average net assets+ 1.93% 2.00% 2.09%
Ratio of net investment income to average net assets+ 0.44% 0.75% 0.56%
Portfolio turnover rate 13% 15% 21%
Net assets, end of period (in thousands) $104,145 $112,795 $62,860
Ratios with no waiver of fees and assumption of expenses by the Adviser and no
reduction for fees paid indirectly:
Net expenses 1.93% 2.00% 2.09%
Net investment income 0.44% 0.75% 0.56%
Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for
fees paid indirectly:
Net expenses 1.92% 1.99% 2.09%
Net investment income 0.45% 0.76% 0.56%
===============================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales charges.
Total return would be reduced if sales charges were taken into account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 29
Financial Highlights (continued)
Year Year
Ended Ended
6/30/10 6/30/09
Class C
Net asset value, beginning of period $ 14.00 $ 18.72
- -----------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.06 $ 0.13
Net realized and unrealized gain (loss) on investments 1.09 (4.81)
- -----------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.15 $ (4.68)
Distributions to shareowners:
Net investment income (0.06) (0.04)
Net realized gain -- --
- -----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.09 $ (4.72)
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.09 $ 14.00
=================================================================================================================
Total return* 8.16% (24.98)%
Ratio of net expenses to average net assets+ 1.92% 1.96%
Ratio of net investment income to average net assets+ 0.33% 0.83%
Portfolio turnover rate 12% 19%
Net assets, end of period (in thousands) $432,245 $425,022
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%
Net investment income 0.33% 0.83%
Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for
fees paid indirectly:
Net expenses 1.92% 1.96%
Net investment income 0.33% 0.83%
=================================================================================================================
Year Year Year
Ended Ended Ended
6/30/08 6/30/07 6/30/06
Class C
Net asset value, beginning of period $ 20.95 $ 18.12 $ 16.15
- --------------------------------------------------------------------------------------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment income $ 0.09 $ 0.11 $ 0.05
Net realized and unrealized gain (loss) on investments (2.15) 2.82 2.17
- --------------------------------------------------------------------------------------- -------- -------- --------
Net increase (decrease) from investment operations $ (2.06) $ 2.93 $ 2.22
Distributions to shareowners:
Net investment income (0.12) (0.09) (0.03)
Net realized gain (0.05) (0.01) (0.22)
- --------------------------------------------------------------------------------------- -------- -------- --------
Net increase (decrease) in net asset value $ (2.23) $ 2.83 $ 1.97
- --------------------------------------------------------------------------------------- -------- -------- --------
Net asset value, end of period $ 18.72 $ 20.95 $ 18.12
- --------------------------------------------------------------------------------------- -------- -------- --------
Total return* (9.92)% 16.21% 13.81%
Ratio of net expenses to average net assets+ 1.85% 1.87% 1.94%
Ratio of net investment income to average net assets+ 0.51% 0.89% 0.83%
Portfolio turnover rate 13% 15% 21%
Net assets, end of period (in thousands) $588,241 $568,385 $239,241
Ratios with no waiver of fees and assumption of expenses by the Adviser and no
reduction for fees paid indirectly:
Net expenses 1.85% 1.87% 1.94%
Net investment income 0.51% 0.89% 0.83%
Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for
fees paid indirectly:
Net expenses 1.84% 1.87% 1.94%
Net investment income 0.52% 0.89% 0.83%
- --------------------------------------------------------------------------------------- -------- -------- --------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales charges.
Total return would be reduced if sales charges were taken into account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Year Year
Ended Ended
6/30/10 6/30/09
Class R
Net asset value, beginning of period $ 14.03 $18.84
- ---------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.09 $ 0.13
Net realized and unrealized gain (loss) on investments 1.15 (4.76)
- ---------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.24 $(4.63)
Distributions to shareowners:
Net investment income (0.19) (0.18)
Net realized gain -- --
- ---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.05 $(4.81)
- ---------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.08 $14.03
===============================================================================================================
Total return* 8.75% (24.57)%
Ratio of net expenses to average net assets+ 1.40% 1.40%
Ratio of net investment income to average net assets+ 0.93% 1.47%
Portfolio turnover rate 12% 19%
Net assets, end of period (in thousands) $25,618 $9,420
Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction
for fees
paid indirectly:
Net expenses 1.85% 2.11%
Net investment income 0.48% 0.76%
Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for
fees paid
indirectly:
Net expenses 1.40% 1.40%
Net investment income 0.93% 1.47%
===============================================================================================================
Year 11/1/06 (a)
Ended to
6/30/08 6/30/07
Class R
Net asset value, beginning of period $ 21.15 $19.51
- --------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.32 $ 0.28
Net realized and unrealized gain (loss) on investments (2.29) 1.56
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (1.97) $ 1.84
Distributions to shareowners:
Net investment income (0.29) (0.19)
Net realized gain (0.05) (0.01)
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.31) $ 1.64
- --------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.84 $21.15
====================================================================================================================
Total return* (9.51)% 9.52%***
Ratio of net expenses to average net assets+ 1.41% 1.40%**
Ratio of net investment income to average net assets+ 1.13% 1.47%**
Portfolio turnover rate 13% 15%**
Net assets, end of period (in thousands) $4,231 $ 300
Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction
for fees
paid indirectly:
Net expenses 1.48% 1.62%**
Net investment income 1.06% 1.25%**
Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for
fees paid
indirectly:
Net expenses 1.40% 1.40%**
Net investment income 1.14% 1.47%**
====================================================================================================================
(a) Class R shares were first publicly offered on November 1, 2006.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 31
Financial Highlights (continued)
Year Year
Ended Ended
6/30/10 6/30/09
Class Y
Net asset value, beginning of period $ 14.21 $ 19.07
- -------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.19 $ 0.21
Net realized and unrealized gain (loss) on investments 1.17 (4.83)
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.36 $ (4.62)
Distributions to shareowners:
Net investment income (0.23) (0.24)
Net realized gain -- --
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.13 $ (4.86)
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.34 $ 14.21
===================================================================================================================
Total return* 9.47% (24.18)%
Ratio of net expenses to average net assets+ 0.75% 0.83%
Ratio of net investment income to average net assets+ 1.50% 2.01%
Portfolio turnover rate 12% 19%
Net assets, end of period (in thousands) $1,973,461 $1,231,649
Ratios with no waiver of fees and assumption of expenses by the Adviser and no
reduction for fees paid indirectly:
Net expenses 0.75% 0.83%
Net investment income 1.50% 2.01%
Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for
fees paid indirectly:
Net expenses 0.75% 0.83%
Net investment income 1.50% 2.01%
===================================================================================================================
Year Year Year
Ended Ended Ended
6/30/08 6/30/07 6/30/06
Class Y
Net asset value, beginning of period $ 21.30 $ 18.34 $ 16.20
- ---------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.29 $ 0.28 $ 0.10
Net realized and unrealized gain (loss) on investments (2.14) 2.91 2.33
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (1.85) $ 3.19 $ 2.43
Distributions to shareowners:
Net investment income (0.33) (0.22) (0.07)
Net realized gain (0.05) (0.01) (0.22)
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.23) $ 2.96 $ 2.14
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.07 $ 21.30 $ 18.34
=================================================================================================================================
Total return* (8.87)% 17.47% 15.12%
Ratio of net expenses to average net assets+ 0.75% 0.77% 0.83%
Ratio of net investment income to average net assets+ 1.62% 2.00% 1.91%
Portfolio turnover rate 13% 15% 21%
Net assets, end of period (in thousands) $818,534 $599,166 $144,022
Ratios with no waiver of fees and assumption of expenses by the Adviser and no
reduction for fees paid indirectly:
Net expenses 0.75% 0.77% 0.83%
Net investment income 1.62% 2.00% 1.91%
Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for
fees paid indirectly:
Net expenses 0.75% 0.77% 0.83%
Net investment income 1.62% 2.00% 1.91%
=================================================================================================================================
* 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.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
32 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Year
Ended 11/1/08 (a)
6/30/10 to 6/30/09
Class Z
Net asset value, beginning of period $ 14.12 $15.66
- --------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.14 $ 0.17
Net realized and unrealized gain (loss) on investments 1.20 (1.46)
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.34 $(1.29)
Distributions to shareowners:
Net investment income (0.24) (0.25)
Net realized gain -- --
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.10 $(1.54)
- --------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.22 $14.12
====================================================================================================================
Total return* 9.36% (8.16)%***
Ratio of net expenses to average net assets+ 0.80% 0.83%**
Ratio of net investment income to average net assets+ 1.49% 1.97%**
Portfolio turnover rate 12% 19%**
Net assets, end of period (in thousands) $29,865 $5,674
Ratios with no waiver of fees and assumption of expenses by the
Adviser and no reduction for fees paid indirectly:
Net expenses 0.80% 0.83%**
Net investment income 1.49% 1.97%**
Ratios with waiver of fees and assumption of expenses by the
Adviser and reduction for fees paid indirectly:
Net expenses 0.80% 0.83%**
Net investment income 1.49% 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.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 33
Notes to Financial Statements | 6/30/10
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 five classes of shares designated as Class A, 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 may exchange their Class B shares for Class
B shares of other Pioneer funds, as permitted by existing exchange privileges.
Each class of shares represents an interest in the same portfolio of
investments of the Fund and has identical rights (based on relative net asset
values) to assets and liquidation proceeds. Share classes can bear different
rates of class-specific fees and expenses such as transfer agent and
distribution fees. Differences in class-specific fees and expenses will result
in differences in net investment income and, therefore, the payment of
different dividends from net investment income earned by each class. The
Amended and Restated Declaration of Trust of the Fund gives the Board the
flexibility to specify either per share voting or dollar-weighted voting when
submitting matters for shareholder approval. Under per share voting, each share
of a class of the Fund is entitled to one vote. Under dollar-weighted voting, a
shareholder's voting power is determined not by the number of shares owned, but
by the dollar value of the shares on the record date. Each share class has
exclusive voting rights with respect to matters affecting only that class,
including with respect to the distribution plan for that class. There is no
distribution plan for Class Y 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
34 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Fund to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and 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 June 30, 2010, there were no securities that were valued using
fair value methods. 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.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 35
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 Fund has elected to defer $68,618,964 in capital losses recognized
between November 1, 2009 and June 30, 2010 to its fiscal year ending June
30, 2011.
At June 30, 2010, the Fund had a net capital loss carryforward of
$611,657,419, of which the following amounts will expire between 2015 and
2018 if not utilized; $6,224,159 in 2015, $45,050,496 in 2016, $214,509,643
in 2017 and $345,873,121 in 2018.
The tax character of distributions paid during the years ended June 30,
2010, and June 30, 2009 were as follows:
-----------------------------------------------------------------------------
2010 2009
-----------------------------------------------------------------------------
Distributions paid from:
Ordinary income $52,155,947 $39,020,477
Long-term capital gain -- --
-----------------------------------------------------------------------------
Total $52,155,947 $39,020,477
=============================================================================
The following shows the components of distributable earnings on a federal
income tax basis at June 30, 2010:
-----------------------------------------------------------------------------
2010
-----------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 38,347,909
Capital loss carryforward (611,657,419)
Post-October loss deferred (68,618,964)
Unrealized depreciation (136,485,303)
-----------------------------------------------------------------------------
Total $(778,413,777)
=============================================================================
The difference between book-basis and tax-basis unrealized depreciation is
attributable to the tax deferral of losses on wash sales.
36 Pioneer Cullen Value Fund | Annual Report | 6/30/10
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 $269,761 in underwriting commissions on the sale of
Class A shares during the year ended June 30, 2010.
D. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based 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
Pioneer Cullen Value Fund | Annual Report | 6/30/10 37
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 fair value of the
loaned securities that may occur during the term of the loan will be for the
account of the Fund. The amount of the collateral is required to be adjusted
daily to reflect any price fluctuation in the fair value of the loaned
securities. If the required market value of the collateral is less than the
fair value of the loaned securities, the borrower is required to deliver
additional collateral for the account of the Fund prior to the close of
business on that day. The Fund has the 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 year ended June 30, 2010, 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, 2011 for Class A, Class B, Class C, and
Class R shares, and through June 1, 2012 for Class Y shares. In addition,
Pioneer has contractually agreed to limit ordinary operating expenses to the
extent required to reduce fund expenses to 1.26% of the average daily net assets
attributable to Class A shares through June 1, 2012. However, there can be no
assurance that Pioneer will extend the expense limitation agreement beyond the
dates 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.
38 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $81,383 in management fees, administrative costs and certain
other reimbursements payable to PIM at June 30, 2010.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts.
For the year ended June 30, 2010, such out-of-pocket expenses by class of
shares were as follows:
Shareholder Communications
Class A $2,799,577
Class B 75,461
Class C 455,998
Class R 34,897
Class Y 1,115,467
Class Z 12,431
- --------------------------------------------------------------------------------
Total $4,493,831
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $881,928 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at June 30, 2010.
4. Distribution and Service Plans
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B, Class C,
and Class R shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the
average daily net assets attributable to Class A shares as compensation for
personal services and/or account maintenance services or distribution services
with regard to Class A shares. Pursuant to the Plan, the Fund also pays PFD
1.00% of the average daily net assets attributable to Class B and Class C
shares. The fee for Class B and Class C shares consists of a 0.25% service fee
and a 0.75% 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 $28,052 in distribution fees payable to
PFD at June 30, 2010.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay securities dealers, plan
Pioneer Cullen Value Fund | Annual Report | 6/30/10 39
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. 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 year ended June 30, 2010, CDSCs in the amount of $278,522 were paid to
PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS
resulting in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the year ended June 30, 2010, the Fund's expenses were
not reduced under such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a $165 million committed, unsecured revolving line of
credit facility. Borrowings are used solely for temporary or emergency
purposes. The Fund may borrow up to the lesser of the amount available under
the facility or the limits set for borrowing by the Fund's prospectus and the
1940 Act. Interest on borrowings is payable at the higher of the London
Interbank Offered Rate (LIBOR) on the borrowing date plus 1.25% on an
annualized basis or the Federal Funds Rate on the borrowing date plus 1.25% on
an annualized basis. The Funds pay an annual commitment fee for this facility.
The commitment fee is allocated among participating Funds based on an
allocation schedule set forth in the credit agreement. For the year ended
June 30, 2010, 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
40 Pioneer Cullen Value Fund | Annual Report | 6/30/10
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:
- ---------------------------------------------------------------------------------------------
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 and has
determined that there were no subsequent events requiring recognition or
disclosure in the financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 41
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareowners of Pioneer Cullen Value Fund:
- --------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
Cullen Value Fund (the "Fund"), including the schedule of investments, as of
June 30, 2010, and the related statement of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated
therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. We were not engaged to perform an audit of the Fund's internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our procedures included
confirmation of securities owned as of June 30, 2010 by correspondence with the
custodian and brokers. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Cullen Value Fund as of June, 30, 2010, the results of its operations
for the year then ended, the changes in its net assets for each of the two
years in the period then ended, and the financial highlights for each of the
periods indicated therein, in conformity with U.S. generally accepted
accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
August 24, 2010
42 Pioneer Cullen Value Fund | Annual Report | 6/30/10
ADDITIONAL INFORMATION (unaudited)
For the year ended June 30, 2010, certain dividends paid by the Fund may be
subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth
Tax Relief Reconciliation Act (the Act) of 2003. The Fund intends to designate
up to the maximum amount of such dividends allowable under the Act, as taxed at
a maximum rate of 15%. Complete information will be computed and reported in
conjunction with your 2010 form 1099-DIV.
The qualifying percentage of the Fund's ordinary income dividends for the
purpose of the corporate dividends received deduction was 100.0%.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 43
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Trustees and Officers
The Fund's Trustees and officers are listed below, together with their
principal occupations during at least the past five years. Trustees who are
interested persons of the Fund within the meaning of the 1940 Act are referred
to as Interested Trustees. Trustees who are not interested persons of the Fund
are referred to as Independent Trustees. Each of the Trustees serves as a
Trustee of each of the 58 U.S. registered investment portfolios for which
Pioneer serves as investment adviser (the "Pioneer Funds"). The address for all
Trustees and all officers of the Fund is 60 State Street, Boston, Massachusetts
02109.
44 Pioneer Cullen Value Fund | Annual Report | 6/30/10
Interested Trustees
- --------------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- --------------------------------------------------------------------------------
John F. Cogan, Jr. (84)* Chairman of the Board, Trustee since 2004.
Trustee and President Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------------------------
Daniel K. Kingsbury (51)* Trustee and Executive Trustee since 2008.
Vice President Serves until a successor
trustee is elected or
earlier retirement or
removal.
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Other Directorships
Held by Trustee
Name and Age Principal Occupation During Past Five Years
- ------------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (84)* Non-Executive Chairman and a director of Pioneer Investment None
Management USA Inc. ("PIM-USA"); Chairman and a Director of
Pioneer; Chairman and Director of Pioneer Institutional Asset
Management, Inc. (since 2006); Director of Pioneer Alternative
Investment Management Limited (Dublin); President and a direc-
tor of Pioneer Alternative Investment Management (Bermuda)
Limited and affiliated funds; Deputy Chairman and a Director of
Pioneer Global Asset Management S.p.A. ("PGAM") (until April
2010); Director of PIOGLOBAL Real Estate Investment Fund (Rus-
sia) (until June 2006); Director of Nano-C, Inc. (since 2003);
Director of Cole Management Inc. (since 2004); Director of Fidu-
ciary Counseling, Inc.; President and Director of Pioneer Funds
Distributor, Inc. ("PFD") (until May 2006); President of all of the
Pioneer Funds; and Of Counsel, Wilmer Cutler Pickering Hale and
Dorr LLP
- ------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (51)* Director, CEO and President of PIM-USA (since February 2007); None
Director and President of Pioneer and Pioneer Institutional Asset
Management, Inc. (since February 2007); Executive Vice Presi-
dent of all of the Pioneer Funds (since March 2007); Director of
PGAM (2007 - 2010); Head of New Europe Division, PGAM
(2000 - 2005); and Head of New Markets Division, PGAM
(2005 - 2007)
- ------------------------------------------------------------------------------------------------------------------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are
officers or directors of the Fund's investment adviser and certain of its
affiliates.
Pioneer Cullen Value Fund | Annual Report | 6/30/10 45
Independent Trustees
- ----------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- ----------------------------------------------------------------------------
David R. Bock (66) Trustee Trustee since 2005.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------
Mary K. Bush (62) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ------------------------------------------------------------------------------------------------------------------------
Other Directorships
Held by Trustee
Name and Age Principal Occupation During Past Five Years
- ------------------------------------------------------------------------------------------------------------------------
David R. Bock (66) Interim Chief Executive Officer, Oxford Analytica, Inc. (privately- Director of Enterprise Com-
held research and consulting company) (2010 - present); Man- munity Investment, Inc.
aging Partner, Federal City Capital Advisors (corporate advisory (privately-held affordable
services company) (1997 - 2004 and 2008 - present); Execu- housing finance company)
tive Vice President and Chief Financial Officer, I-trax, Inc. (pub- (1985 - present); Director
licly traded health care services company) (2004 - 2007); and of Oxford Analytica, Inc.
Executive Vice President and Chief Financial Officer, Pedestal Inc. (2008 - present); Director
(internet-based mortgage trading company) (2000 - 2002) of New York Mortgage Trust
(publicly-traded mortgage
REIT) (2004 - 2009)
- ------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (62) President, Bush International, LLC (international financial advi- Director of Marriott Interna-
sory firm) (1991 - present); Managing Director, Federal Housing tional, Inc. (2008 -
Finance Board (oversight of Federal Home Loan Bank system) present); Director of Dis-
(1989 - 1991); Vice President and Head of International cover Financial Services
Finance, Federal National Mortgage Association (1988 - 1989); (credit card issuer and elec-
U.S. Alternate Executive Director, International Monetary Fund tronic payment services)
(1984 - 1988); Executive Assistant to Deputy Secretary of the (2007 - present); Former
U.S. Treasury, U.S. Treasury Department (1982 - 1984); and Director of Briggs & Stratton
Vice President and Team Leader in Corporate Banking, Bankers Co. (engine manufacturer)
Trust Co. (1976 - 1982) (2004 - 2009); Director of
46 Pioneer Cullen Value Fund | Annual Report | 6/30/10
- ----------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- ----------------------------------------------------------------------------
Mary K. Bush (62)
(continued)
- ----------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Other Directorships
Held by Trustee
Name and Age Principal Occupation During Past Five Years
- ------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (62) UAL Corporation (airline
(continued) holding company) (2006 -
present); Director of Man-
Tech International Corpora-
tion (national security,
defense, and intelligence
technology firm) (2006 -
present); Member, Board of
Governors, Investment Com-
pany Institute (2007-
present); Former Director of
Brady Corporation (2000 -
2007); Former Director of
Mortgage Guaranty Insur-
ance Corporation (1991 -
2006); Former Director of
Millennium Chemicals, Inc.
(commodity chemicals)
(2002 - 2005); Former
Director, R.J. Reynolds
Tobacco Holdings, Inc.
(tobacco) (1999 - 2005)
- ------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund | Annual Report | 6/30/10 47
Independent Trustees (continued)
- ----------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- ----------------------------------------------------------------------------
Benjamin M. Friedman (65) Trustee Trustee since 2008.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------
Margaret B.W. Graham (63) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------
Thomas J. Perna (59) Trustee Trustee since 2006.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ----------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Other Directorships
Held by Trustee
Name and Age Principal Occupation During Past Five Years
- -------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (65) William Joseph Maier Professor of Political Economy, Harvard Trustee, Mellon Institutional
University (1972 - present) Funds Investment Trust and
Mellon Institutional Funds
Master Portfolio (oversaw
17 portfolios in fund com-
plex) (1989 - 2008)
- -------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (63) Founding Director, Vice-President and Corporate Secretary, The None
Winthrop Group, Inc. (consulting firm) (1982 - present);
Desautels Faculty of Management, McGill University (1999 -
present); and Manager of Research Operations and Organiza-
tional Learning, Xerox PARC, Xerox's Advance Research Center
(1990 - 1994)
- -------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (59) Chief Executive Officer, Quadriserv, Inc. (technology products for Director, Broadridge Finan-
securities lending industry) (2008 - present); Private investor cial Solutions, Inc. (investor
(2004 - 2008); and Senior Executive Vice President, The Bank of communications and securi-
New York (financial and securities services) (1986 - 2004) ties processing provider for
financial services industry)
(2009 - present); and
Director, Quadriserv, Inc.
(2005 - present)
- -------------------------------------------------------------------------------------------------------------------------------
48 Pioneer Cullen Value Fund | Annual Report | 6/30/10
- ---------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- ---------------------------------------------------------------------
Marguerite A. Piret (62) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
- ---------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Other Directorships
Held by Trustee
Name and Age Principal Occupation During Past Five Years
- ------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (62) President and Chief Executive Officer, Newbury, Piret & Company, Director of New America
Inc. (investment banking firm) (1981 - present) High Income Fund, Inc.
(closed-end investment
company) (2004 - present);
and Member, Board of Gov-
ernors, Investment Company
Institute (2000 - 2006)
- ------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund | Annual Report | 6/30/10 49
Fund Officers
- ----------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- ----------------------------------------------------------------------------
Christopher J. Kelley (45) Secretary Since 2010. Serves at
the discretion of the
Board.
- ----------------------------------------------------------------------------
Carol B. Hannigan (49) Assistant Secretary Since 2010. Serves at
the discretion of the
Board.
- ----------------------------------------------------------------------------
Thomas Reyes (47) Assistant Secretary Since 2010. Serves at
the discretion of the
Board.
- ----------------------------------------------------------------------------
Mark E. Bradley (50) Treasurer Since 2008. Serves at
the discretion of the
Board.
- ----------------------------------------------------------------------------
Luis I. Presutti (45) Assistant Treasurer Since 2004. Serves at
the discretion of the
Board.
- ----------------------------------------------------------------------------
Gary Sullivan (52) Assistant Treasurer Since 2004. Serves at
the discretion of the
Board.
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by this Officer
- ----------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (45) Vice President and Associate General Counsel of Pioneer since None
January 2008 and Secretary of all of the Pioneer Funds since
June 2010; Assistant Secretary of all of the Pioneer Funds from
September 2003 to May 2010; and Vice President and Senior
Counsel of Pioneer from July 2002 to December 2007
- ----------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (49) Fund Governance Director of Pioneer since December 2006 and None
Assistant Secretary of all the Pioneer Funds since June 2010;
Manager -- Fund Governance of Pioneer from December 2003 to
November 2006; and Senior Paralegal of Pioneer from January
2000 to November 2003
- ----------------------------------------------------------------------------------------------------------------------
Thomas Reyes (47) Counsel of Pioneer since June 2007 and Assistant Secretary of None
all the Pioneer Funds since June 2010; and Vice President and
Counsel at State Street Bank from October 2004 to June 2007
- ----------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (50) Vice President -- Fund Accounting, Administration and Controller- None
ship Services of Pioneer; and Treasurer of all of the Pioneer
Funds since March 2008; Deputy Treasurer of Pioneer from
March 2004 to February 2008; Assistant Treasurer of all of the
Pioneer Funds from March 2004 to February 2008; and Treasurer
and Senior Vice President, CDC IXIS Asset Management Services,
from 2002 to 2003
- ----------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (45) Assistant Vice President -- Fund Accounting, Administration and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
- ----------------------------------------------------------------------------------------------------------------------
Gary Sullivan (52) Fund Accounting Manager -- Fund Accounting, Administration None
and Controllership Services of Pioneer; and Assistant Treasurer of
all of the Pioneer Funds
- ----------------------------------------------------------------------------------------------------------------------
50 Pioneer Cullen Value Fund | Annual Report | 6/30/10
- ---------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
- ---------------------------------------------------------------------------
David F. Johnson (30) Assistant Treasurer Since 2009. Serves at
the discretion of the
Board.
- ---------------------------------------------------------------------------
Jean M. Bradley (57) Chief Compliance Officer Since 2010. Serves at
the discretion of the
Board.
- ---------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by this Officer
- ------------------------------------------------------------------------------------------------------------------
David F. Johnson (30) Fund Administration Manager -- Fund Accounting, Administration None
and Controllership Services since November 2008; Assistant
Treasurer of all of the Pioneer Funds since January 2009; and
Client Service Manager -- Institutional Investor Services at State
Street Bank from March 2003 to March 2007
- ------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (57) Chief Compliance Officer of Pioneer and of all the Pioneer Funds None
since March 2010; Director of Adviser and Portfolio Compliance
at Pioneer since October 2005; and Senior Compliance Officer
for Columbia Management Advisers, Inc. from October 2003 to
October 2005
- ------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund | Annual Report | 6/30/10 51
This page for your notes.
52 Pioneer Cullen Value Fund | Annual Report | 6/30/10
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
- --------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Write to us:
- --------------------------------------------------------------------------------
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: pioneerinvestments.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
[LOGO] PIONEER
Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2010 Pioneer Investments 19400-04-0810
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Fund,
including fees associated with the annual filing of its
Form N-1A, totaled approximately $31,786 in 2010
and $31,786 in 2009.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees
There were no fees for audit-related services
provided to the Fund during the fiscal years ended
June 30, 2010 and 2009.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
Tax Fees
Fees for tax compliance services, primarily for tax
returns, totaled approximately $8,290 and $8,290 in
2010 and 2009, respectively.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
Other Fees
There were no fees for other services
provided to the Fund during the fiscal years ended
June 30, 2010 and 2009.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Beginning with non-audit service contracts entered
into on or after May 6, 2003, the effective date of the
new SEC pre-approval rules, the Fund's audit
committee is required to pre-approve services to
affiliates defined by SEC rules to the extent that the
services are determined to have a direct impact on
the operations or financial reporting of the Fund.
For the years ended June 30, 2010 and 2009, there
were no services provided to an affiliate that
required the Fund's audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Fund and
affiliates, as previously defined, totaled
approximately $8,290 in 2010 and $8,290 in 2009.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust III
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date August 27, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date August 27, 2010
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer
Date August 27, 2010
* Print the name and title of each signing officer under his or her signature.