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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, 2010 through June 30, 2011
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
Pioneer Cullen
Value Fund
--------------------------------------------------------------------------------
Annual Report | June 30, 2011
--------------------------------------------------------------------------------
Ticker Symbols:
Class A CVFCX
Class B CVFBX
Class C CVCFX
Class R CVRFX
Class Y CVFYX
Class Z CVFZX
[LOGO] PIONEER
Investments(R)
visit us: pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 16
Schedule of Investments 18
Financial Statements 25
Notes to Financial Statements 35
Report of Independent Registered Public Accounting Firm 43
Trustees, Officers and Service Providers 45
Pioneer Cullen Value Fund | Annual Report | 6/30/11 1
President's Letter
Dear Shareowner,
The U.S. economy went through a soft patch in the first half of 2011, and the
second half of the year, so far, has been highlighted by the U.S. government's
battle over the debt ceiling and Standard & Poor's downgrade of the U.S.
Treasury's credit rating from the top rating of "AAA" for the first time in
history. The markets reacted quite negatively to the credit downgrade, and
there is concern about the strength of the global economy going forward.
Pioneer is cautiously optimistic that the U.S. economy will see moderate
economic growth over the balance of 2011, though at a slower pace than we had
expected earlier this year. While housing and employment remain weak, the
private sector shows signs of slow but steady improvement, led by higher
capital investment, solid exports, improved consumption, and gradually rising
demand for consumer auto loans and commercial loans. At the same time, the
risks to growth remain substantial, including high unemployment, continued
delays in the housing sector's recovery, and the fiscal drag of U.S. federal
and state budget cuts.
The difficult recovery process has been accompanied by wide market swings.
While this is a challenging environment, our investment professionals continue
to focus on finding good opportunities to invest in both equity and bond
markets using the same disciplined approach Pioneer has used since 1928. Our
approach is to identify undervalued individual securities with the greatest
potential for success, carefully weighing risk against reward. Our teams of
investment professionals continually monitor and analyze the relative
valuations of different sectors and securities globally to help build
portfolios that we believe can help you achieve your investment goals.
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. The strategy has generally performed well for many
investors. 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.
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
2 Pioneer Cullen Value Fund | Annual Report | 6/30/11
us.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 | 6/30/11 3
Portfolio Management Discussion | 6/30/11
Stocks rallied throughout the 12 months ended June 30, 2011, sustaining the
market rally that began in 2009, when investors began anticipating a recovery
from recession. While more speculative stocks continued to lead the market
surge, signs appeared late in the period that more conservative,
dividend-paying value stocks were gaining in relative performance. In the
following discussion, James P. Cullen, president of Cullen Capital Management
LLC, the Fund's subadviser, reviews the factors that affected the performance
of Pioneer Cullen Value Fund during the 12 months ended June 30, 2011. Mr.
Cullen oversees the team responsible for the daily management of the Fund.
Q How did the Fund perform over the 12 months ended June 30, 2011?
A Pioneer Cullen Value Fund Class A shares returned 25.50% at net asset value
during the 12 months ended June 30, 2011, while the Fund's benchmark, the
Standard & Poor's 500 Index (the S&P 500), returned 30.68%. Over the same
period, the 500 mutual funds in Lipper's Large Cap Value category produced an
average return of 28.33%.
Q How would you describe the market environment over the 12 months ended June
30, 2011, and how was the Fund positioned during the 12-month period?
A The recovery phase of the stock market cycle, rallying from the severe
downturn of 2008 and early 2009, continued over the 12 months ended June 30,
2011. In the early phases of the period, the dominant trend continued to be
that more speculative stocks produced the best returns in a very volatile
market surge that was heavily influenced by high-frequency traders and
investors who were shorting -- or betting against -- individual stocks.
Fundamental investing strategies and value disciplines tended to underperform
in that environment. We saw signs, however, that the trend favoring high-risk
strategies might be waning during the first half of 2011, and that more
conservative strategies, especially those that favored higher-dividend and
value stocks, were beginning to demonstrate improved performance relative to
the overall market. That is more typical of the longer-term historical
record, as value stocks have tended to fare better in the latter periods of
recoveries as well as throughout the recovery cycle.
Over the 12 months ended June 30, 2011, even though the economic recovery
appeared to be proceeding slowly, corporate earnings rose briskly, with
many corporations able to strengthen their balance sheets and build up
their cash reserves. While economic fundamentals appeared encouraging,
4 Pioneer Cullen Value Fund | Annual Report | 6/30/11
often the day-to-day headline news inspired less confidence. Unemployment,
for example, remained at high levels, which also is typical when economies
first begin recovering from severe recessions, as many companies are often
slow to build up their staffing levels until they have been persuaded that
the recovery has taken hold and their earnings have increased
significantly.
Throughout the 12-month period, we held to our long-term discipline for the
Fund, emphasizing fundamental analysis of individual stocks and focusing on
higher-quality companies, including many with good dividends that were
selling at relatively low valuations. The Fund maintained overweighted
positions in the industrials, health care and consumer staples sectors
during the period, with healthy positions in companies that are involved in
international markets, especially the fast-growing emerging economies, and
to stocks with higher dividend yields.
Q What types of investments most influenced the Fund's performance over the 12
months ended June 30, 2011?
A While the Fund's return lagged that of the benchmark S&P 500 over the
12-month period, virtually all of the Fund's holdings produced positive
results. The high-dividend stocks in which the Fund was invested performed
particularly well. The Fund's investments in industrials stocks, especially
those highly exposed to growing global markets, fared very well during the
period, as did the higher-dividend stocks held in the portfolio.
Even though we underweighted the Fund both to the financials and
information technology sectors, poor stock selection in those areas was the
primary factor behind the Fund's underperformance of the S&P 500. In the
case of financials, we focused on big U.S. money center banks such as
Citigroup and JPMorgan Chase. Alas, even though the two institutions were
less exposed to European sovereign debt problems than many other global
financial institutions, their performance was hurt by concerns about what
exposure they did have. The Fund held a major position in Citigroup because
it was the most heavily exposed to international markets, while we invested
the Fund in JPMorgan Chase because we believed it was the best-managed
company in the money center banking group. Information technology stocks
were out of favor during the 12-month period ended June 30, 2011,
especially the larger companies in the group that the Fund typically owns.
For example, the share price of Microsoft, which was a Fund holding,
declined during the period.
Overweighted Fund positions in industrials, health care and consumer
staples all helped results. Many of the Fund's industrials holdings exposed
to the global economic recovery produced very good returns during the
period, including Boeing, ITT, United Technologies, and 3M, as well as two
European corporations that are major players in infrastructure development
Pioneer Cullen Value Fund | Annual Report | 6/30/11 5
in emerging markets -- ABB of Germany and Alstom of France. Fluor, another
global infrastructure-related stock, performed well for the Fund before we
took profits and sold it. The Fund had a heavy weighting in pharmaceuticals
during the 12-month period, and the positioning helped results, with major
companies such as Abbott Laboratories, Bristol-Myers Squibb, Johnson &
Johnson and German company A.G. Bayer all faring well. Growing global
demand for basic consumer goods, especially in the emerging economies,
helped propel returns from the Fund's consumer staples investments in
companies such as Unilever, Kimberly-Clark, Nestle and Kraft Foods. In the
consumer discretionary group, the Fund's position in Walt Disney Company
did very well.
Our preference for owning globally oriented energy companies in the Fund's
portfolio helped drive results, particularly during the first half of 2011
when many energy stocks doubled in value as global energy prices rose.
Stocks held by the Fund that performed well during the 12-month period
included integrated oil company Conoco Phillips; Gazprom, the Russian
natural gas producer; PetroChina; and Petrobras, the Brazilian oil giant
that we added to the Fund's portfolio in March of 2011.
While positioning and stock selection in information technology detracted
from the Fund's overall benchmark-relative return comparisons over the 12
months ended June 30, 2011, Hewlett Packard, one of the Fund's holdings in
the sector, did perform well. The company's new chief executive outlined a
plan to raise earnings over the next two years and the market responded
positively to the news. Nevertheless, as noted earlier, the Fund's
information technology holdings, including the aforementioned Microsoft,
generally disappointed over the 12-month period.
Q What is your investment outlook?
A Although many of the headline news stories about the economy may not have
been too encouraging of late, as investors we remain focused on corporate
earnings stories, which have been much more positive. We invest the Fund in
companies that we think should produce healthy streams of growing earnings in
the future, relative to their stock prices. We maintain a five-year outlook,
and focus on economic fundamentals, not the emotional issues that drive
market movements each day. Paying close attention to the historical trends
that have emerged as the economy has pulled out of past recessions, and
examining the emerging economic fundamentals, we think that we are well into
a corporate earnings recovery cycle that should bring about a strengthened,
growing economy in the years ahead. That would reward investors who focus on
underlying economic fundamentals rather than the daily headline news. As the
cycles play out, we should remember that disciplined value strategies such as
the one applied to Pioneer Cullen
6 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Value Fund have tended to outperform over longer periods of the recovery
cycle.
We believe the outlook for the market is good, especially for the value-
oriented investment discipline.
Please refer to the Schedule of Investments on pages 18-24 for a full listing
of Fund securities
Mid-sized companies may offer the potential for higher returns, but are also
subject to greater short-term price fluctuations than larger, more established
companies.
The Fund invests in a limited number of securities and, as a result, the Fund's
performance may be more volatile than the performance of other funds holding
more securities.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
These risks may increase share price volatility.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 7
Portfolio Summary | 6/30/11
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 67.0%
Depositary Receipts for International Stocks 25.9%
Temporary Cash Investments 7.1%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Industrials 20.2%
Health Care 17.7%
Consumer Staples 15.3%
Information Technology 11.0%
Energy 10.7%
Financials 10.3%
Telecommunication Services 7.9%
Consumer Discretionary 4.9%
Materials 2.0%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Bayer AG (A.D.R.) 3.87%
-------------------------------------------------------
2. ConocoPhillips, Inc. 3.70
-------------------------------------------------------
3. Covidien, Ltd. 3.62
-------------------------------------------------------
4. United Technologies Corp. 3.46
-------------------------------------------------------
5. Chubb Corp. 3.46
-------------------------------------------------------
6. The Walt Disney Co. 3.46
-------------------------------------------------------
7. PetroChina Co., Ltd. (A.D.R.) 3.43
-------------------------------------------------------
8. 3M Co. 3.38
-------------------------------------------------------
9. ITT Corp. 3.36
-------------------------------------------------------
10. Kraft Foods, Inc. 3.31
-------------------------------------------------------
* This list excludes temporary cash investments and derivative instruments. The
portfolio is actively managed, and current holdings may be different. The
holdings listed should not be considered recommendations to buy or sell any
securities listed.
8 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Prices and Distributions | 6/30/11
Net Asset Value per Share
--------------------------------------------------------------------------------
-----------------------------------------------
Class 6/30/11 6/30/10
-----------------------------------------------
A $ 18.96 $ 15.26
-----------------------------------------------
B $ 18.81 $ 15.13
-----------------------------------------------
C $ 18.74 $ 15.09
-----------------------------------------------
R $ 18.69 $ 15.08
-----------------------------------------------
Y $ 19.05 $ 15.34
-----------------------------------------------
Z $ 18.91 $ 15.22
-----------------------------------------------
Distributions per Share: 7/1/10-6/30/11
--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
A $ 0.1829 $ -- $ --
-------------------------------------------------------------------------
B $ 0.0067 $ -- $ --
-------------------------------------------------------------------------
C $ 0.0510 $ -- $ --
-------------------------------------------------------------------------
R $ 0.1746 $ -- $ --
-------------------------------------------------------------------------
Y $ 0.2539 $ -- $ --
-------------------------------------------------------------------------
Z $ 0.2524 $ -- $ --
-------------------------------------------------------------------------
Index Definition
--------------------------------------------------------------------------------
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. It is not possible
to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 10-15.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 9
Performance Update | 6/30/11 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund at public offering price, compared
to that of the S&P 500 Index.
Average Annual Total Returns
(As of June 30, 2011)
--------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------
10 Years 6.43% 5.80%
5 Years 1.90 0.70
1 Year 25.50 18.29
--------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2010)
--------------------------------------------------------------
Gross Net
--------------------------------------------------------------
1.17% 1.17%
--------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer
Cullen Value S&P 500
Fund Index
6/30/2001 $ 9,425 $10,000
6/30/2002 $ 9,947 $ 8,202
6/30/2003 $ 9,445 $ 8,223
6/30/2004 $11,735 $ 9,793
6/30/2005 $13,943 $10,412
6/30/2006 $15,997 $11,310
6/30/2007 $18,737 $13,637
6/30/2008 $17,008 $11,849
6/30/2009 $12,857 $8,745
6/30/2010 $14,007 $10,006
6/30/2011 $17,579 $13,076
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.
Pioneer Cullen Value Fund acquired the assets and liabilities of the
predecessor Cullen Value Fund on February 25, 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.
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 net expense ratio reflects the contractual expense limitations currently in
effect through June 1, 2012, for Class A 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.
10 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Performance Update | 6/30/11 Class B Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of June 30, 2011)
--------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------
10 Years 5.83% 5.83%
5 Years 1.00 1.00
1 Year 24.37 20.37
--------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2010)
--------------------------------------------------------------
Gross Net
--------------------------------------------------------------
2.05% 2.05%
--------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer
Cullen Value S&P 500
Fund Index
6/30/2001 $10,000 $10,000
6/30/2002 $10,552 $ 8,202
6/30/2003 $10,020 $ 8,223
6/30/2004 $12,449 $ 9,793
6/30/2005 $14,755 $10,412
6/30/2006 $16,771 $11,310
6/30/2007 $19,468 $13,637
6/30/2008 $17,524 $11,849
6/30/2009 $13,122 $ 8,745
6/30/2010 $14,175 $10,006
6/30/2011 $17,630 $13,076
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.
Pioneer Cullen Value Fund acquired the assets and liabilities of the
predecessor Cullen Value Fund on February 25, 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.
"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% and declines over five years. All
results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses
will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 11
Performance Update | 6/30/11 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, 2011)
--------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------
10 Years 5.91% 5.91%
5 Years 1.13 1.13
1 Year 24.54 24.54
--------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2010)
--------------------------------------------------------------
Gross Net
--------------------------------------------------------------
1.92% 1.92%
--------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer
Cullen Value S&P 500
Fund Index
6/30/2001 $10,000 $10,000
6/30/2002 $10,552 $ 8,202
6/30/2003 $10,020 $ 8,223
6/30/2004 $12,449 $ 9,793
6/30/2005 $14,755 $10,412
6/30/2006 $16,792 $11,310
6/30/2007 $19,513 $13,637
6/30/2008 $17,577 $11,849
6/30/2009 $13,187 $ 8,745
6/30/2010 $14,262 $10,006
6/30/2011 $17,763 $13,076
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.
Pioneer Cullen Value Fund acquired the assets and liabilities of the
predecessor Cullen Value Fund on February 25, 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.
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.
12 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Performance Update | 6/30/11 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, 2011)
--------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------
10 Years 5.98% 5.98%
5 Years 1.55 1.55
1 Year 25.15 25.15
--------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2010)
--------------------------------------------------------------
Gross Net
--------------------------------------------------------------
1.85% 1.40%
--------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer
Cullen Value S&P 500
Fund Index
6/30/2001 $10,000 $10,000
6/30/2002 $10,500 $ 8,202
6/30/2003 $ 9,921 $ 8,223
6/30/2004 $12,265 $ 9,793
6/30/2005 $14,500 $10,412
6/30/2006 $16,554 $11,310
6/30/2007 $19,243 $13,637
6/30/2008 $17,413 $11,849
6/30/2009 $13,135 $ 8,745
6/30/2010 $14,285 $10,006
6/30/2011 $17,877 $13,076
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.
Pioneer Cullen Value Fund acquired the assets and liabilities of the
predecessor Cullen Value Fund on February 25, 2005. The performance shown for
Class R shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of the predecessor 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.
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 Pioneer Cullen Value Fund's Class A shares,
reduced to reflect the higher distribution and service fees of Class R shares.
For the period beginning November 1, 2006, the actual performance of Class R
shares is reflected. Class R shares are not subject to sales charges and are
available for limited groups of eligible investors, including institutional
investors. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitations currently in
effect through November 1, 2012, for Class R Shares. There can be no assurance
that Pioneer will extend the expense limitations beyond such time. Please see
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 13
Performance Update | 6/30/11 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of June 30, 2011)
--------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------
10 Years 6.66% 6.66%
5 Years 2.27 2.27
1 Year 25.92 25.92
--------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2010)
--------------------------------------------------------------
Gross Net
--------------------------------------------------------------
0.75% 0.75%
--------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer
Cullen Value S&P 500
Fund Index
6/30/2001 $ 5,000,000 $5,000,000
6/30/2002 $ 5,276,069 $4,101,231
6/30/2003 $ 5,010,055 $4,111,344
6/30/2004 $ 6,224,712 $4,896,580
6/30/2005 $ 7,400,288 $5,205,952
6/30/2006 $ 8,519,186 $5,654,894
6/30/2007 $10,007,121 $6,818,342
6/30/2008 $ 9,119,977 $5,924,249
6/30/2009 $ 6,915,029 $4,372,299
6/30/2010 $ 7,569,692 $5,003,208
6/30/2011 $ 9,531,790 $6,538,170
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.
Pioneer Cullen Value Fund acquired the assets and liabilities of the
predecessor Cullen Value Fund on February 25, 2005. The performance shown for
Class Y shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of the predecessor Cullen Value Fund's single class, which has not
been restated to reflect any differences in expenses. The predecessor Cullen
Value Fund had higher expenses than those of the Fund's Class Y shares. Since
the fees for the predecessor fund's single class were higher than those of
Class Y shares of the Fund, the performance of Class Y shares prior to their
inception would have been higher than the performance shown.
Class Y shares are not subject to sales charges and are available for limited
groups of eligible investors, including institutional investors. All results
are historical and assume the reinvestment of dividends and capital gains.
Other share classes are available for which performance and expenses will
differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitations currently in
effect through June 1, 2012, for Class Y 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.
14 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Performance Update | 6/30/11 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, 2011)
--------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------
10 Years 6.26% 6.26%
5 Years 1.58 1.58
1 Year 25.98 25.98
--------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2010)
--------------------------------------------------------------
Gross Net
--------------------------------------------------------------
0.80% 0.80%
--------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer
Cullen Value S&P 500
Fund Index
6/30/2001 $10,000 $10,000
6/30/2002 $10,552 $ 8,202
6/30/2003 $10,020 $ 8,223
6/30/2004 $12,449 $ 9,793
6/30/2005 $14,791 $10,412
6/30/2006 $16,971 $11,310
6/30/2007 $19,651 $13,637
6/30/2008 $17,640 $11,849
6/30/2009 $13,324 $ 8,745
6/30/2010 $14,571 $10,006
6/30/2011 $18,357 $13,076
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.
Pioneer Cullen Value Fund acquired the assets and liabilities of the
predecessor Cullen Value Fund on February 25, 2005. The performance shown for
Class Z shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of the predecessor Cullen Value Fund's single class, which has not
been restated to reflect any differences in expenses. The predecessor Cullen
Value Fund had higher expenses than those of the Fund's Class Z shares.
Performance shown for Class Z shares for the period from February 25, 2005, to
the inception of Class Z shares on November 1, 2008, reflects the NAV
performance of the Pioneer Cullen Value Fund's Class A shares. The performance
does not reflect differences in expenses, including the Rule 12b-1 fees
applicable to Class A shares. Since fees for Class A shares are generally
higher than those of Class Z shares, the performance for Class Z shares prior
to their inception would have been higher than that shown. Class Z shares are
not subject to sales charges and are available for limited groups of eligible
investors, including institutional investors. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 15
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
--------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund
Based on actual returns from January 1, 2011, through June 30, 2011.
-----------------------------------------------------------------------------------------------------------------------
Share Class A B C R Y Z
-----------------------------------------------------------------------------------------------------------------------
Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value on 1/01/11
-----------------------------------------------------------------------------------------------------------------------
Ending Account Value $ 1,255.00 $ 1,243.70 $ 1,245.40 $ 1,251.50 $ 1,259.20 $ 1,259.80
(after expenses)
on 6/30/11
-----------------------------------------------------------------------------------------------------------------------
Expenses Paid During Period* $ 5.73 $ 10.42 $ 9.46 $ 7.09 $ 3.96 $ 3.86
-----------------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.13%, 2.06%,
1.87%, 1.40%, 0.78%, and 0.76% 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 | 6/30/11
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, 2011, through June 30, 2011.
---------------------------------------------------------------------------------------------------------------------------
Share Class A B C R Y Z
---------------------------------------------------------------------------------------------------------------------------
Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value on 1/01/11
---------------------------------------------------------------------------------------------------------------------------
Ending Account Value $ 1,019.19 $ 1,014.58 $ 1,015.52 $ 1,017.85 $ 1,020.93 $ 1,021.03
(after expenses)
on 6/30/11
---------------------------------------------------------------------------------------------------------------------------
Expenses Paid $ 5.66 $ 10.29 $ 9.35 $ 7.00 $ 3.91 $ 3.81
During Period*
---------------------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.13%, 2.06%,
1.87%, 1.40%, 0.78%, and 0.76% 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 | 6/30/11 17
Schedule of Investments | 6/30/11
---------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------
COMMON STOCKS -- 94.2%
ENERGY -- 10.1%
Integrated Oil & Gas -- 10.1%
2,481,400 ConocoPhillips, Inc. $ 186,576,466
9,381,200 Gazprom OAO (A.D.R.) 136,496,460
1,182,072 PetroChina Co., Ltd. (A.D.R.)(b) 172,617,974
1,338,900 Petroleo Brasileiro SA 45,335,154
--------------
$ 541,026,054
--------------
Total Energy $ 541,026,054
---------------------------------------------------------------------
MATERIALS -- 1.9%
Diversified Metals & Mining -- 1.9%
4,090,983 Anglo American Plc $ 101,660,928
--------------
Total Materials $ 101,660,928
---------------------------------------------------------------------
CAPITAL GOODS -- 16.0%
Aerospace & Defense -- 8.4%
1,421,600 Boeing Co. $ 105,098,888
2,869,600 ITT Corp. 169,105,528
1,971,000 United Technologies Corp. 174,453,210
--------------
$ 448,657,626
---------------------------------------------------------------------
Heavy Electrical Equipment -- 4.4%
5,152,700 ABB, Ltd. $ 133,712,565
16,600,000 Alstom SA 102,920,000
--------------
$ 236,632,565
---------------------------------------------------------------------
Industrial Conglomerates -- 3.2%
1,794,850 3M Co. $ 170,241,523
--------------
Total Capital Goods $ 855,531,714
---------------------------------------------------------------------
TRANSPORTATION -- 3.1%
Railroads -- 3.1%
952,950 Canadian National Railway Co. $ 76,140,705
1,398,320 Canadian Pacific Railway, Ltd. (b) 87,143,302
--------------
$ 163,284,007
--------------
Total Transportation $ 163,284,007
---------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 1.2%
Auto Parts & Equipment -- 1.2%
824,600 BorgWarner, Inc.*(b) $ 66,619,434
--------------
Total Automobiles & Components $ 66,619,434
---------------------------------------------------------------------
MEDIA -- 3.3%
Movies & Entertainment -- 3.3%
4,458,450 The Walt Disney Co. $ 174,057,888
--------------
Total Media $ 174,057,888
---------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Cullen Value Fund | Annual Report | 6/30/11
-------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 11.6%
Agricultural Products -- 2.7%
2,270,000 Archer Daniels Midland Co. $ 68,440,500
1,088,200 Bunge, Ltd. (b) 75,031,390
--------------
$ 143,471,890
-------------------------------------------------------------------------
Packaged Foods & Meats -- 8.9%
4,732,600 Kraft Foods, Inc. $ 166,729,498
2,373,500 Nestle SA (A.D.R.) 148,058,930
4,953,600 Unilever N.V. (b) 162,725,760
--------------
$ 477,514,188
--------------
Total Food, Beverage & Tobacco $ 620,986,078
-------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 2.8%
Household Products -- 2.8%
2,278,000 Kimberly-Clark Corp. $ 151,623,680
--------------
Total Household & Personal Products $ 151,623,680
-------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 3.4%
Health Care Equipment -- 3.4%
3,426,700 Covidien, Ltd. $ 182,403,241
--------------
Total Health Care Equipment & Services $ 182,403,241
-------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY -- 13.3%
Pharmaceuticals -- 13.3%
2,983,000 Abbott Laboratories, Inc. $ 156,965,460
2,421,300 Bayer AG (A.D.R.) (b) 195,059,928
5,117,200 Bristol-Myers Squibb Co. 148,194,112
2,159,500 Johnson & Johnson Co. 143,649,940
1,345,300 Teva Pharmaceutical Industries, Ltd. 64,870,366
--------------
$ 708,739,806
--------------
Total Pharmaceuticals & Biotechnology $ 708,739,806
-------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 6.4%
Diversified Finance Services -- 5.4%
4,952,300 Bank of America Corp. $ 54,277,208
2,448,140 Citigroup, Inc. 101,940,550
3,307,050 JPMorgan Chase & Co. 135,390,627
--------------
$ 291,608,385
-------------------------------------------------------------------------
Investment Banking & Brokerage -- 1.0%
387,750 Goldman Sachs Group, Inc. $ 51,605,648
--------------
Total Diversified Financials $ 343,214,033
-------------------------------------------------------------------------
INSURANCE -- 3.2%
Property & Casualty Insurance -- 3.2%
2,780,500 Chubb Corp. $ 174,087,105
--------------
Total Insurance $ 174,087,105
-------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 19
Schedule of Investments | 6/30/11 (continued)
------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------
SOFTWARE & SERVICES -- 4.8%
Data Processing & Outsourced Services -- 1.9%
2,703,893 Computer Sciences Corp. $ 102,639,778
------------------------------------------------------------------------
Systems Software -- 2.9%
5,869,600 Microsoft Corp. $ 152,609,600
--------------
Total Software & Services $ 255,249,378
------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 5.6%
Computer Hardware -- 1.8%
2,583,000 Hewlett-Packard Co. $ 94,021,200
------------------------------------------------------------------------
Technology Distributors -- 3.8%
2,657,550 Arrow Electronics, Inc.* $ 110,288,325
2,936,900 Avnet, Inc.* 93,628,371
--------------
$ 203,916,696
--------------
Total Technology Hardware & Equipment $ 297,937,896
------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 7.5%
Integrated Telecommunication Services -- 4.8%
3,589,000 AT&T Corp. $ 112,730,490
3,900,000 Verizon Communications, Inc. 145,197,000
--------------
$ 257,927,490
------------------------------------------------------------------------
Wireless Telecommunication Services -- 2.7%
5,300,000 Vodafone Group Plc (A.D.R.) (b) $ 141,616,000
--------------
Total Telecommunication Services $ 399,543,490
------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $4,228,035,004) $5,035,964,732
------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
Principal
Amount
--------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 7.2%
Repurchase Agreements -- 5.2%
$ 34,615,000 BNP Paribas Securities, Inc., 0.05%, dated 6/30/11,
repurchase price of $34,615,000 plus accrued interest on
7/1/11 collateralized by $35,307,376 Federal National
Mortgage Association (Discount Notes), 0.0%, 12/27/11 $ 34,615,000
42,615,000 BNP Paribas Securities, Inc., 0.01%, dated 6/30/11,
repurchase price of $42,615,000 plus accrued interest on
7/1/11 collateralized by the following:
$40,203,451 U.S. Treasury Bond, 6.0 - 7.625%,
2/15/25 - 2/15/26
$3,219,578 U.S. Treasury Strip, 1.875%, 7/15/13 42,615,000
30,615,000 Deutsche Bank AG, 0.05%, dated 6/30/11, repurchase
price of $30,615,000 plus accrued interest on 7/1/11
collateralized by $31,227,300 Federal National Mortgage
Association, 6.5%, 1/1/39 30,615,000
The accompanying notes are an integral part of these financial statements.
20 Pioneer Cullen Value Fund | Annual Report | 6/30/11
------------------------------------------------------------------------------------------------
Principal
Amount Value
------------------------------------------------------------------------------------------------
Repurchase Agreements -- (continued)
$ 34,615,000 JPMorgan, Inc., 0.00%, dated 6/30/11, repurchase price of
$34,615,000 plus accrued interest on 7/1/11 collateralized
by $35,308,156 U.S. Treasury Notes, 2.375%, 6/30/18 $ 34,615,000
24,615,000 RBC Capital Markets Corp., 0.05%, dated 6/30/11,
repurchase price of $24,615,000 plus accrued interest on
7/1/11 collateralized by $25,107,301 Government National
Mortgage Association, 5.0%, 10/20/39 24,615,000
26,615,000 SG Americas Securities LLC, 0.07%, dated 6/30/11,
repurchase price of $26,615,000 plus accrued interest on
7/1/11 collateralized by the following:
$23,609,540 Federal National Mortgage Association
(ARM), 4.0 - 6.5%, 10/1/19 - 10/1/40
$3,537,760 Freddie Mac Giant, 5.5%, 12/1/38 26,615,000
34,615,000 SG Americas Securities LLC, 0.01%, dated 6/30/11,
repurchase price of $34,615,000 plus accrued interest on
7/1/11 collateralized by $35,307,333 U.S. Treasury Strip
0.5%, 4/15/15 34,615,000
48,615,000 TD Securities, Inc., 0.01%, dated 6/30/11, repurchase price
of $48,615,000 plus accrued interest on 7/1/11
collateralized by $49,587,384 U.S. Treasury Bond, 3.875%,
4/15/29 48,615,000
--------------
Total Repurchase Agreements $ 276,920,000
------------------------------------------------------------------------------------------------
Securities Lending Collateral -- 2.0% (c)
Certificates of Deposit:
3,212,910 Bank of America NA, 0.19%, 9/2/11 $ 3,212,910
3,212,910 Bank of Montreal Chicago, 0.12%, 7/8/11 3,212,910
2,570,328 Bank of Nova Scotia, 0.30%, 6/11/12 2,570,328
642,582 Bank of Nova Scotia, 0.25%, 9/29/12 642,582
1,494,003 BBVA Group NY, 0.47%, 8/10/11 1,494,003
1,799,230 BBVA Group NY, 0.36%, 7/7/11 1,799,230
2,249,037 BBVA Group NY, 1.19%, 7/26/11 2,249,037
449,807 BNP Paribas Bank NY, 0.27%, 8/5/11 449,807
3,212,910 Canadian Imperial Bank of Commerce NY, 0.20%, 10/3/11 3,212,910
2,570,328 DnB NOR Bank ASA NY, 0.18%, 8/10/11 2,570,328
1,606,417 National Australia Bank NY, 0.29%, 10/19/11 1,606,417
3,534,771 RaboBank Netherland NV NY, 0.29%, 4/2/12 3,534,771
1,927,746 Royal Bank of Canada NY, 0.32%, 12/2/11 1,927,746
1,285,164 SOCGEN NY, 0.28%, 7/11/11 1,285,164
642,582 SOCGEN NY, 0.26%, 7/14/11 642,582
963,873 SOCGEN NY, 0.16%, 7/7/11 963,873
3,212,910 Westpac Banking Corp. NY, 0.32%, 12/6/11 3,212,910
--------------
$ 34,587,508
------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 21
Schedule of Investments | 6/30/11 (continued)
----------------------------------------------------------------------------------------
Principal
Amount Value
----------------------------------------------------------------------------------------
Commercial Paper:
$ 1,285,164 American Honda Finance, 0.34%, 1/11/12 $ 1,285,164
1,927,208 Australia & New Zealand Banking Group, 0.34%, 9/6/11 1,927,208
1,176,607 Australia & New Zealand Banking Group, 0.87%, 8/4/11 1,176,607
481,854 BCSFUN, 0.22%, 7/29/11 481,854
3,212,336 CBAPP, 0.20%, 8/3/11 3,212,336
353,691 General Electric Capital Corp., 0.44%, 11/21/11 353,691
2,923,221 HSBC, 0.17%, 8/9/11 2,923,221
2,891,619 JPMorgan Chase & Co., 0.30%, 7/17/12 2,891,619
2,888,994 NESCAP, 0.25%, 12/20/11 2,888,994
2,570,001 NORDNA, 0.27%, 7/18/11 2,570,001
2,570,150 PARFIN, 0.25%, 7/11/11 2,570,150
1,606,455 Royal Bank of Canada NY, 0.30%, 6/29/12 1,606,455
1,606,281 SANCPU, 0.39%, 7/11/11 1,606,281
1,604,685 SANCPU, 0.73%, 9/1/11 1,604,685
1,926,736 Sanofi Aventis, 0.68%, 10/20/11 1,926,736
2,247,669 SEB, 0.30%, 9/12/11 2,247,669
1,284,677 SOCNAM, 0.22%, 9/1/11 1,284,677
3,212,910 Svenska Handelsbanken, 0.29%, 6/29/12 3,212,910
3,212,910 Toyota Motor Credit Corp., 0.32%, 9/8/11 3,212,910
1,365,487 UXTPP, 0.32%, 7/1/11 1,365,487
1,606,228 VARFUN, 0.32%, 8/4/11 1,606,228
372,639 VARFUN, 0.32%, 8/8/11 372,639
899,469 VARFUN, 0.32%, 8/9/11 899,469
1,285,472 Wachovia, 0.41%, 10/15/11 1,285,472
964,616 Wachovia, 0.40%, 3/1/12 964,616
642,935 Wells Fargo & Co., 0.36%, 1/24/12 642,935
--------------
$ 46,120,014
----------------------------------------------------------------------------------------
Tri-party Repurchase Agreements:
325,983 Barclays Capital Plc, 0.01%, 7/1/11 $ 325,983
3,212,911 Deutsche Bank AG, 0.01%, 7/1/11 3,212,911
3,212,911 HSBC Bank USA NA, 0.01%, 7/1/11 3,212,911
9,638,732 RBS Securities, Inc., 0.02%, 7/1/11 9,638,732
--------------
$ 16,390,537
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Shares
----------------------------------------------------------------------------------------
Money Market Mutual Funds:
5,140,658 Dreyfus Preferred Money Market Fund $ 5,140,658
5,140,658 Fidelity Prime Money Market Fund 5,140,658
--------------
$ 10,281,316
--------------
Total Securities Lending Collateral $ 107,379,375
----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer Cullen Value Fund | Annual Report | 6/30/11
----------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $384,299,375) $ 384,299,375
----------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 101.4%
(Cost $4,612,334,379) (a) $5,420,264,107
----------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (1.4)% $ (74,800,634)
----------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $5,345,463,473
======================================================================
(A.D.R.) American Depositary Receipt
* Non-income producing security.
(a) At June 30, 2011, the net unrealized gain on investments based on cost
for federal income tax purposes of $4,612,726,335 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $901,496,583
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (93,958,811)
------------
Net unrealized gain $807,537,772
============
(b) At June 30, 2011, the following securities were out on loan:
------------------------------------------------------------------
Shares Description Value
------------------------------------------------------------------
168,200 Bayer AG (A.D.R.) $ 13,550,192
430,100 BorgWarner, Inc.* 34,747,779
286,300 Bunge, Ltd. 19,740,385
111,600 Canadian Pacific Railway, Ltd. 6,954,512
600 Petrochina Co., Ltd. (A.D.R.) 87,618
118,400 Unilever N.V. 3,889,440
1,000,000 Vodafone Group Plc (A.D.R.) 26,720,000
------------------------------------------------------------------
Total $105,689,926
==================================================================
(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, 2011 aggregated $602,058,449 and $986,181,634,
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 accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 23
Schedule of Investments | 6/30/11 (continued)
The following is a summary of the inputs used as of June 30, 2011, in valuing
the Fund's assets:
------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
------------------------------------------------------------------------------------------------
Common Stocks $5,035,964,732 $ -- $ -- $5,035,964,732
Temporary Cash Investments -- 374,018,059 -- 374,018,059
Money Market Mutual Funds 10,281,316 -- -- 10,281,316
------------------------------------------------------------------------------------------------
Total $5,046,246,048 $374,018,059 $ -- $5,420,264,107
================================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Statement of Assets and Liabilities | 6/30/11
ASSETS:
Investment in securities (including securities loaned of $105,689,926)
(cost $4,612,334,379) $5,420,264,107
Cash 22,534,766
Receivables --
Fund shares sold 10,235,239
Dividends and interest 17,795,553
Due from Pioneer Investment Management, Inc. 20,992
Other 103,504
-------------------------------------------------------------------------------------------
Total assets $5,470,954,161
-------------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Fund shares repurchased $ 17,156,394
Upon return of securities loaned 107,379,375
Due to affiliates 764,886
Accrued expenses 190,033
-------------------------------------------------------------------------------------------
Total liabilities $ 125,490,688
-------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $5,033,917,199
Undistributed net investment income 48,722,707
Accumulated net realized loss on investments (545,106,161)
Net unrealized gain on investments 807,929,728
-------------------------------------------------------------------------------------------
Total net assets $5,345,463,473
===========================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $2,102,979,854/110,896,959 shares) $ 18.96
Class B (based on $57,748,162/3,070,482 shares) $ 18.81
Class C (based on $445,252,028/23,757,473 shares) $ 18.74
Class R (based on $39,046,195/2,089,495 shares) $ 18.69
Class Y (based on $2,655,529,769/139,407,451 shares) $ 19.05
Class Z (based on $44,907,465/2,374,460 shares) $ 18.91
MAXIMUM OFFERING PRICE:
Class A ($18.96 [divided by] 94.25% ) $ 20.12
===========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 25
Statement of Operations
For the Year Ended 6/30/11
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $4,185,438) $122,548,795
Interest 305,587
Income from securities loaned, net 648,257
-----------------------------------------------------------------------------------------------
Total investment income $ 123,502,639
-----------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 31,611,547
Transfer agent fees
Class A 2,034,094
Class B 134,504
Class C 518,178
Class R 74,820
Class Y 518,594
Class Z 20,171
Distribution fees
Class A 5,450,969
Class B 634,807
Class C 4,610,985
Class R 173,924
Shareholder communication expense 5,765,316
Administrative reimbursements 1,603,641
Custodian fees 89,207
Registration fees 246,186
Professional fees 193,317
Printing expense 80,260
Fees and expenses of nonaffiliated trustees 153,289
Miscellaneous 428,783
-----------------------------------------------------------------------------------------------
Total expenses $ 54,342,592
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. (85,240)
-----------------------------------------------------------------------------------------------
Net expenses $ 54,257,352
-----------------------------------------------------------------------------------------------
Net investment income $ 69,245,287
-----------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $ 135,563,357
-----------------------------------------------------------------------------------------------
Change in net unrealized loss on investments $ 944,021,896
-----------------------------------------------------------------------------------------------
Net gain on investments $1,079,585,253
-----------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $1,148,830,540
===============================================================================================
The accompanying notes are an integral part of these financial statements.
26 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Statements of Changes in Net Assets
For the Years Ended 6/30/11 and 6/30/10, respectively
--------------------------------------------------------------------------------------------------
Year Ended Year Ended
6/30/11 6/30/10
--------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 69,245,287 $ 53,114,250
Net realized gain (loss) on investments 135,563,357 (126,283,612)
Change in net unrealized gain (loss) on investments 944,021,896 390,539,865
--------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 1,148,830,540 $ 317,370,503
--------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.18 and $0.17 per share, respectively) $ (22,372,948) $ (23,150,458)
Class B ($0.01 and $0.03 per share, respectively) (24,296) (132,347)
Class C ($0.05 and $0.06 per share, respectively) (1,335,658) (1,709,141)
Class R ($0.17 and $0.19 per share, respectively) (345,314) (184,228)
Class Y ($0.25 and $0.23 per share, respectively) (34,305,744) (26,651,473)
Class Z ($0.25 and $0.24 per share, respectively) (486,529) (328,300)
--------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (58,870,489) $ (52,155,947)
--------------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 1,288,408,164 $ 2,127,061,675
Reinvestment of distributions 51,859,646 44,092,241
Cost of shares repurchased (1,636,034,162) (1,646,403,079)
--------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from Fund
share transactions $ (295,766,352) $ 524,750,837
--------------------------------------------------------------------------------------------------
Net increase in net assets $ 794,193,699 $ 789,965,393
NET ASSETS:
Beginning of year 4,551,269,774 3,761,304,381
--------------------------------------------------------------------------------------------------
End of year $ 5,345,463,473 $ 4,551,269,774
--------------------------------------------------------------------------------------------------
Undistributed net investment income $ 48,722,707 $ 38,347,909
==================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 27
Statements of Changes in Net Assets (continued)
------------------------------------------------------------------------------------------------------------
'11 Shares '11 Amount '10 Shares '10 Amount
------------------------------------------------------------------------------------------------------------
Class A
Shares sold 24,555,876 $ 437,124,157 49,600,466 $ 798,944,434
Reinvestment of distributions 1,139,974 20,656,331 1,231,283 20,426,945
Less shares repurchased (47,648,972) (853,065,257) (60,856,559) (975,331,744)
------------------------------------------------------------------------------------------------------------
Net decrease (21,953,122) $(395,284,769) (10,024,810) $ (155,960,365)
============================================================================================================
Class B
Shares sold 71,071 $ 1,260,798 461,714 $ 7,271,995
Reinvestment of distributions 1,148 20,728 6,508 107,492
Less shares repurchased (1,127,701) (19,997,521) (1,206,086) (19,335,209)
------------------------------------------------------------------------------------------------------------
Net decrease (1,055,482) $ (18,715,995) (737,864) $ (11,955,722)
============================================================================================================
Class C
Shares sold 2,720,822 $ 48,118,007 5,953,584 $ 95,177,045
Reinvestment of distributions 56,070 1,008,075 77,325 1,272,678
Less shares repurchased (7,668,568) (135,130,166) (7,748,374) (124,088,582)
------------------------------------------------------------------------------------------------------------
Net decrease (4,891,676) $ (86,004,084) (1,717,465) $ (27,638,859)
============================================================================================================
Class R
Shares sold 1,043,773 $ 18,369,151 1,317,664 $ 21,611,083
Reinvestment of distributions 17,959 321,116 10,043 164,809
Less shares repurchased (671,585) (12,084,888) (299,824) (4,837,658)
------------------------------------------------------------------------------------------------------------
Net increase 390,147 $ 6,605,379 1,027,883 $ 16,938,234
============================================================================================================
Class Y
Shares sold 42,477,718 $ 759,597,787 72,410,857 $1,171,794,192
Reinvestment of distributions 1,623,335 29,496,003 1,321,681 21,979,546
Less shares repurchased (33,376,068) (599,345,591) (31,717,750) (515,351,094)
------------------------------------------------------------------------------------------------------------
Net increase 10,724,985 $ 189,748,199 42,014,788 $ 678,422,644
============================================================================================================
Class Z
Shares sold 1,325,876 $ 23,938,264 2,017,705 $ 32,262,926
Reinvestment of distributions 19,822 357,393 8,521 140,771
Less shares repurchased (933,149) (16,410,739) (466,223) (7,458,792)
------------------------------------------------------------------------------------------------------------
Net increase 412,549 $ 7,884,918 1,560,003 $ 24,944,905
============================================================================================================
The accompanying notes are an integral part of these financial statements.
28 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Financial Highlights
----------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/11 6/30/10 6/30/09 6/30/08 6/30/07
----------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 15.26 $ 14.15 $ 18.97 $ 21.21 $ 18.28
----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.25 $ 0.19 $ 0.22 $ 0.24 $ 0.26
Net realized and unrealized gain (loss) on investments 3.63 1.09 (4.86) (2.16) 2.86
----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.88 $ 1.28 $ (4.64) $ (1.92) $ 3.12
Distributions to shareowners:
Net investment income (0.18) (0.17) (0.18) (0.27) (0.18)
Net realized gain -- -- -- (0.05) (0.01)
----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.70 $ 1.11 $ (4.82) $ (2.24) $ 2.93
----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.96 $ 15.26 $ 14.15 $ 18.97 $ 21.21
==================================================================================================================================
Total return* 25.50% 8.95% (24.41)% (9.22)% 17.13%
Ratio of net expenses to average net assets+ 1.13% 1.17% 1.18% 1.09% 1.09%
Ratio of net investment income to average net assets+ 1.23% 1.08% 1.63% 1.28% 1.67%
Portfolio turnover rate 12% 12% 19% 13% 15%
Net assets, end of period (in thousands) $2,102,980 $2,027,653 $2,021,300 $2,224,629 $1,828,453
Ratios with no reimbursement of fees and assumption of expenses
by the Adviser and no reduction for fees paid indirectly:
Net expenses 1.13% 1.17% 1.18% 1.09% 1.09%
Net investment income 1.23% 1.08% 1.63% 1.28% 1.67%
Ratios with reimbursement of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 1.13% 1.17% 1.18% 1.09% 1.08%
Net investment income 1.23% 1.08% 1.63% 1.29% 1.68%
==================================================================================================================================
* 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 | 6/30/11 29
Financial Highlights (continued)
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/11 6/30/10 6/30/09 6/30/08 6/30/07
Class B
Net asset value, beginning of period $ 15.13 $ 14.03 $ 18.75 $ 20.96 $ 18.11
-----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.10 $ 0.06 $ 0.12 $ 0.08 $ 0.10
Net realized and unrealized gain (loss) on investments 3.59 1.07 (4.83) (2.16) 2.81
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.69 $ 1.13 $ (4.71) $ (2.08) $ 2.91
Distributions to shareowners:
Net investment income (0.01) (0.03) (0.01) (0.08) (0.05)
Net realized gain -- -- -- (0.05) (0.01)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.68 $ 1.10 $ (4.72) $ (2.21) $ 2.85
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.81 $ 15.13 $ 14.03 $ 18.75 $ 20.96
=============================================================================================================================
Total return* 24.37% 8.03% (25.12)% (9.99)% 16.09%
Ratio of net expenses to average net assets+ 2.06% 2.05% 2.12% 1.93% 2.00%
Ratio of net investment income to average net assets+ 0.30% 0.19% 0.66% 0.44% 0.75%
Portfolio turnover rate 12% 12% 19% 13% 15%
Net assets, end of period (in thousands) $57,748 $62,428 $ 68,240 $104,145 $112,795
Ratios with no waiver of fees and assumption of expenses
by the Adviser and no reduction for fees paid indirectly:
Net expenses 2.06% 2.05% 2.12% 1.93% 2.00%
Net investment income 0.30% 0.19% 0.66% 0.44% 0.75%
Ratios with waiver of fees and assumption of expenses by the
Adviser and reduction for fees paid indirectly:
Net expenses 2.06% 2.05% 2.11% 1.92% 1.99%
Net investment income 0.30% 0.19% 0.67% 0.45% 0.76%
=============================================================================================================================
* 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 | 6/30/11
-----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/11 6/30/10 6/30/09 6/30/08 6/30/07
-----------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 15.09 $ 14.00 $ 18.72 $ 20.95 $ 18.12
-----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.11 $ 0.06 $ 0.13 $ 0.09 $ 0.11
Net realized and unrealized gain (loss) on investments 3.59 1.09 (4.81) (2.15) 2.82
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.70 $ 1.15 $ (4.68) $ (2.06) $ 2.93
Distributions to shareowners:
Net investment income (0.05) (0.06) (0.04) (0.12) (0.09)
Net realized gain -- -- -- (0.05) (0.01)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.65 $ 1.09 $ (4.72) $ (2.23) $ 2.83
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.74 $ 15.09 $ 14.00 $ 18.72 $ 20.95
=============================================================================================================================
Total return* 24.54% 8.16% (24.98)% (9.92)% 16.21%
Ratio of net expenses to average net assets+ 1.87% 1.92% 1.96% 1.85% 1.87%
Ratio of net investment income to average net assets+ 0.49% 0.33% 0.83% 0.51% 0.89%
Portfolio turnover rate 12% 12% 19% 13% 15%
Net assets, end of period (in thousands) $445,252 $432,245 $425,022 $588,241 $568,385
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Net expenses 1.87% 1.92% 1.96% 1.85% 1.87%
Net investment income 0.49% 0.33% 0.83% 0.51% 0.89%
Ratios with waiver of fees and assumption of expenses by the
Adviser and reduction for fees paid indirectly:
Net expenses 1.87% 1.92% 1.96% 1.84% 1.87%
Net investment income 0.49% 0.33% 0.83% 0.52% 0.89%
=============================================================================================================================
* 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 | 6/30/11 31
Financial Highlights (continued)
Year Year Year Year 11/1/06 (a)
Ended Ended Ended Ended to
6/30/11 6/30/10 6/30/09 6/30/08 6/30/07
Class R
Net asset value, beginning of period $ 15.08 $ 14.03 $ 18.84 $ 21.15 $19.51
---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.15 $ 0.09 $ 0.13 $ 0.32 $ 0.28
Net realized and unrealized gain (loss) on investments 3.63 1.15 (4.76) (2.29) 1.56
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.78 $ 1.24 $ (4.63) $ (1.97) $ 1.84
Distributions to shareowners:
Net investment income (0.17) (0.19) (0.18) (0.29) (0.19)
Net realized gain -- -- -- (0.05) (0.01)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.61 $ 1.05 $ (4.81) $ (2.31) $ 1.64
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.69 $ 15.08 $ 14.03 $ 18.84 $21.15
===========================================================================================================================
Total return* 25.15% 8.75% (24.57)% (9.51)% 9.52%***
Ratio of net expenses to average net assets+ 1.40% 1.40% 1.40% 1.41% 1.40%**
Ratio of net investment income to average net assets+ 0.99% 0.93% 1.47% 1.13% 1.47%**
Portfolio turnover rate 12% 12% 19% 13% 15%**
Net assets, end of period (in thousands) $39,046 $25,618 $ 9,420 $ 4,231 $ 300
Ratios with no waiver of fees and assumption of expenses
by the Adviser and no reduction for fees paid indirectly:
Net expenses 1.63% 1.85% 2.11% 1.48% 1.62%**
Net investment income 0.76% 0.48% 0.76% 1.06% 1.25%**
Ratios with waiver of fees and assumption of expenses by the
Adviser and reduction for fees paid indirectly:
Net expenses 1.40% 1.40% 1.40% 1.40% 1.40%**
Net investment income 0.99% 0.93% 1.47% 1.14% 1.47%**
===========================================================================================================================
(a) Class R shares were first publicly offered on November 1, 2006.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
32 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/11 6/30/10 6/30/09 6/30/08 6/30/07
Class Y
Net asset value, beginning of period $ 15.34 $ 14.21 $ 19.07 $ 21.30 $ 18.34
---------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.27 $ 0.19 $ 0.21 $ 0.29 $ 0.28
Net realized and unrealized gain (loss) on investments 3.69 1.17 (4.83) (2.14) 2.91
---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.96 $ 1.36 $ (4.62) $ (1.85) $ 3.19
Distributions to shareowners:
Net investment income (0.25) (0.23) (0.24) (0.33) (0.22)
Net realized gain -- -- -- (0.05) (0.01)
---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.71 $ 1.13 $ (4.86) $ (2.23) $ 2.96
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.05 $ 15.34 $ 14.21 $ 19.07 $ 21.30
=================================================================================================================================
Total return* 25.92% 9.47% (24.18)% (8.87)% 17.47%
Ratio of net expenses to average net assets+ 0.78% 0.75% 0.83% 0.75% 0.77%
Ratio of net investment income to average net assets+ 1.61% 1.50% 2.01% 1.62% 2.00%
Portfolio turnover rate 12% 12% 19% 13% 15%
Net assets, end of period (in thousands) $2,655,530 $1,973,461 $1,231,649 $818,534 $599,166
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Net expenses 0.78% 0.75% 0.83% 0.75% 0.77%
Net investment income 1.61% 1.50% 2.01% 1.62% 2.00%
Ratios with waiver of fees and assumption of expenses by the
Adviser and reduction for fees paid indirectly:
Net expenses 0.78% 0.75% 0.83% 0.75% 0.77%
Net investment income 1.61% 1.50% 2.01% 1.62% 2.00%
=================================================================================================================================
* 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.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 33
Financial Highlights (continued)
Year Year
Ended Ended 11/1/08 (a)
6/30/11 6/30/10 to 6/30/09
Class Z
Net asset value, beginning of period $ 15.22 $ 14.12 $ 15.66
------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.28 $ 0.14 $ 0.17
Net realized and unrealized gain (loss) on
investments 3.66 1.20 (1.46)
------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment
operations $ 3.94 $ 1.34 $ (1.29)
Distributions to shareowners:
Net investment income (0.25) (0.24) (0.25)
------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.69 $ 1.10 $ (1.54)
------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.91 $ 15.22 $ 14.12
======================================================================================================
Total return* 25.98% 9.36% 8.16%***
Ratio of net expenses to average net assets+ 0.76% 0.80% 0.83%**
Ratio of net investment income to average net
assets+ 1.68% 1.49% 1.97%**
Portfolio turnover rate 12% 12% 19%**
Net assets, end of period (in thousands) $44,907 $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 0.76% 0.80% 0.83%**
Net investment income 1.68% 1.49% 1.97%**
Ratios with waiver of fees and assumption of
expenses by the Adviser and reduction for
fees paid indirectly:
Net expenses 0.76% 0.80% 0.83%**
Net investment income 1.68% 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.
34 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Notes to Financial Statements | 6/30/11
1. Organization and Significant Accounting Policies
Pioneer Cullen Value Fund (the Fund) is a series of Pioneer Series Trust III, a
Delaware statutory trust. The Fund is registered under the Investment Company
Act of 1940 as a diversified open-end management investment company. The
investment objective of the Fund is to seek capital appreciation. Current
income is a secondary objective.
The Fund offers six classes of shares designated as Class A, Class B, Class C,
Class R, Class Y and Class Z shares. 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 the Fund more susceptible to
any economic, political, or regulatory developments or other risks affecting
those industries and sectors. The Fund's prospectus contains unaudited
information regarding the Fund's principal risks. Please refer to that document
when considering the Fund's principal risks.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Fund to, among other things, make estimates and assumptions that affect the
Pioneer Cullen Value Fund | Annual Report | 6/30/11 35
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gains and losses on investments during the
reporting period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. In computing
the net asset value, securities that have traded on an exchange are 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, 2011, there were no securities that were valued using fair value
methods (other than securities that were valued using prices supplied by
independent pricing services). Inputs used when applying fair value methods
to value a security may include credit ratings, the financial condition of
the company, current market conditions and comparable securities. Short-term
fixed income securities with remaining maturities of sixty days or less
generally are valued at amortized cost. 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.
36 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required. Tax
years 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 source of the Fund's distributions may be shown in
the accompanying financial statements as from or in excess of net investment
income or as from net realized gain on investment transactions, or as from
paid-in capital, depending on the type of book/tax differences that may
exist.
At June 30, 2011, the Fund had a net capital loss carryforward of
$544,714,205, of which, the following amounts will expire between 2016 and
2018 if not utilized: $28,235,355 in 2016, $170,605,729 in 2017 and
$345,873,121 in 2018. Included in this amount is $28,235,255 of capital
losses which, as a result of the reorganizations with Regions Morgan Keegan
Select Value Fund on May 15, 2009 may be subject to limitations imposed by
the Internal Revenue Code.
Under the recently enacted Regulated Investment Company Modernization Act of
2010, the Fund will be permitted to carry forward capital losses incurred in
taxable years beginning after December 22, 2010 for an unlimited period.
However, any losses incurred during those future years will be required to be
utilized prior to the losses incurred in pre-enactment tax years. As a result
of this ordering rule, pre-enactment capital loss carryforwards may be more
likely to expire unused. Additionally, post enactment capital losses that are
carried forward will retain their character as either short-term or long-term
capital losses rather than being considered all short-term as under previous
law.
The tax character of distributions paid during the years ended June 30, 2011
and June 30, 2010 was as follows:
----------------------------------------------------------------------
2011 2010
----------------------------------------------------------------------
Distributions paid from:
Ordinary income $58,870,489 $52,155,947
Long-term capital gain -- --
----------------------------------------------------------------------
Total $58,870,489 $52,155,947
======================================================================
Pioneer Cullen Value Fund | Annual Report | 6/30/11
37
The following shows the components of distributable earnings on a federal
income tax basis at June 30, 2011:
----------------------------------------------------------------------
2011
----------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 48,722,707
Capital loss carryforward (544,714,205)
Unrealized appreciation 807,537,772
----------------------------------------------------------------------
Total $311,546,274
======================================================================
The difference between book-basis and tax-basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the Fund
and a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit),
earned $165,420 in underwriting commissions on the sale of Class A shares
during the year ended June 30, 2011.
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.
38 Pioneer Cullen Value Fund | Annual Report | 6/30/11
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 value of the securities loaned, which is invested in temporary
investments. Credit Suisse AG, New York Branch, as the Fund's securities
lending agent, manages the Fund's securities lending collateral. The income
earned on the investment of collateral is shared with the borrower and the
lending agent in payment of any rebate due to the borrower with respect to
the securities loan, and in compensation for the lending agent's services to
the Fund. The Fund also continues to receive payments in lieu of dividends or
interest on the securities loaned. Gain or loss on the value of the loaned
securities that may occur during the term of the loan will be for the account
of the Fund. The amount of the collateral is required to be adjusted daily to
reflect any price fluctuation in the value of the loaned securities. If the
required market value of the collateral is less than the 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, 0.55% of the next $4.5 billion, and
0.525% over $7.5 billion. Prior to January 1, 2011, the Fund's management fee
was 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,
2011, the effective management fee (excluding waivers and/or assumption of
expenses) was equivalent to 0.61% of the Fund's average daily net assets.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 39
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 1.26%, 1.40% and 1.01% of the
average daily net assets attributable to Class A, Class R and Class Y shares,
respectively. Expenses waived during the year ended June 30, 2011 are reflected
on the Statement of Operations. These expense limitations are in effect through
November 1, 2012 for Class R shares, and through June 1, 2012 for Class A and
Class Y shares. PIM also contractually agreed to limit ordinary operating
expenses of the Fund to the extent required to reduce Fund expenses to 1.25% of
the average daily net assets attributable to Class A shares. That expense
limitation was in effect through November 1, 2010. Prior to November 1, 2010,
Pioneer contractually agreed to limit ordinary operating expenses of the Fund
to 2.15% of the average daily net assets attributable to Class B shares. The
expense limitation expired on November 1, 2010. There can be no assurance that
PIM will extend the expense limitation agreement for a class of shares 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. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$92,175 in management fees, administrative costs and certain other
reimbursements payable to PIM at June 30, 2011.
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, 2011, such out-of-pocket expenses by class of
shares were as follows:
--------------------------------------------------------------------------------
Shareholder Communications
--------------------------------------------------------------------------------
Class A $2,732,158
Class B 119,651
Class C 460,084
Class R 89,328
Class Y 2,349,778
Class Z 14,317
--------------------------------------------------------------------------------
Total $5,765,316
================================================================================
40 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $644,242 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at June 30, 2011.
4. Distribution and Service Plans
The Fund has adopted a distribution plan ("The Plan") pursuant to Rule 12b-1 of
the Investment Company Act of 1940 with respect to its Class A, Class B, Class
C, and Class R shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the
average daily net assets attributable to Class A shares as compensation for
personal services and/or account maintenance services or distribution services
with regard to Class A shares. Pursuant to the Plan, the Fund also pays PFD
1.00% of the average daily net assets attributable to Class B and Class C
shares. The fee for Class B and Class C shares consists of a 0.25% service fee
and a 0.75% distribution fee paid as compensation for personal services and/or
account maintenance services or distribution services with regard to Class B
and Class C shares. Pursuant to the Plan, the Fund further pays PFD 0.50% of
the average daily net assets attributable to Class R shares for distribution
services. Included in "Due to affiliates" reflected on the Statement of Assets
and Liabilities is $28,469 in distribution fees payable to PFD at June 30,
2011.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay securities dealers, plan
administrators or other service organizations that agree to provide certain
services to retirement plans or plan participants holding shares of the Fund a
service fee of up to 0.25% of the Fund's average daily net assets attributable
to Class R shares held by such plans.
In addition, redemptions of each class of shares (except Class R, Class Y and
Class Z shares) may be subject to a contingent deferred sales charge (CDSC). A
CDSC of 1.00% may be imposed on redemptions of certain net asset value
purchases of Class A shares within 18 months of purchase (within 12 months for
purchases made on or after April 1, 2009). Class B shares that are redeemed
within five years of purchase are subject to a CDSC at declining rates
beginning at 4.00%, based on the lower of cost or market value of shares being
redeemed. 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, 2011, CDSCs in the amount of $201,204 were paid to
PFD.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 41
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses due to interest earned
on cash held by PIMSS. For the year ended June 30, 2011, 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, 2011, the Fund had no borrowings under this agreement.
7. Subsequent Events
On August 5, 2011, Standard & Poor's Ratings Services (S&P) lowered its credit
rating of the United States' long-term debt from AAA to AA+, with a "Negative"
outlook. S&P reaffirmed its top (A-1+) rating on the U.S. government's
short-term debt. S&P's downgrade reflects their opinion that the fiscal
consolidation plan, that Congress and the Obama Administration agreed to on
August 2, 2011 falls short of what would be necessary to stabilize the
government's medium-term debt dynamics. The downgrade also reflects S&P's
opinion that the effectiveness, stability, and predictability of U.S.
policymaking and political institutions have weakened at a time of ongoing
fiscal and economic challenges to a degree more than they envisioned when S&P
assigned a negative outlook to the rating on April 18, 2011. The long-term
effect of the downgrade is uncertain at this time.
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.
42 Pioneer Cullen Value Fund | Annual Report | 6/30/11
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, 2011, 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, 2011 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, 2011, 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.
Ernst & Young LLP
Boston, Massachusetts
August 24, 2011
Pioneer Cullen Value Fund | Annual Report | 6/30/11 43
ADDITIONAL INFORMATION (unaudited)
For the year ended June 30, 2011, 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%.
44 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Investment Subadviser
Cullen Capital Management LLC
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy voting policies and procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at us.pioneerinvestments.com. This information is also available on
the Securities and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Fund's Trustees and officers are listed on the following pages, 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 56 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.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
Pioneer Cullen Value Fund | Annual Report | 6/30/11 45
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 (52)* Trustee and Executive Trustee since 2007.
Vice President Serves until a successor
trustee is elected or
earlier retirement or
removal.
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by Trustee
----------------------------------------------------------------------------------------------------------------------
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 (52)* 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.
46 Pioneer Cullen Value Fund | Annual Report | 6/30/11
Independent Trustees
--------------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
--------------------------------------------------------------------------------
David R. Bock (67) Trustee Trustee since 2005.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
--------------------------------------------------------------------------------
Mary K. Bush (63) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
-------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by Trustee
-------------------------------------------------------------------------------------------------------------------------
David R. Bock (67) Managing Partner, Federal City Capital Advisors (corporate advi- Director of Enterprise Com-
sory services company) (1997 - 2004 and 2008 - present); munity Investment, Inc.
Interim Chief Executive Officer, Oxford Analytica, Inc. (privately (privately held affordable
held research and consulting company) (2010); Executive Vice housing finance company)
President and Chief Financial Officer, I-trax, Inc. (publicly traded (1985 - 2010); Director of
health care services company) (2004 - 2007); and Executive Oxford Analytica, Inc.
Vice President and Chief Financial Officer, Pedestal Inc. (internet- (2008 - present); Director
based mortgage trading company) (2000 - 2002) of The Swiss Helvetia Fund,
Inc. (closed-end fund)
(2010 - present); and
Director of New York
Mortgage Trust (publicly
traded mortgage REIT)
(2004 - 2009)
-------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (63) Chairman, Bush International, LLC (international financial advi- Director of Marriott Interna-
sory firm) (1991 - present); Senior Managing Director, Brock tional, Inc. (2008 -
Capital Group, LLC (strategic business advisors) (2010 - present); Director of Dis-
present); Managing Director, Federal Housing Finance Board cover Financial Services
(oversight of Federal Home Loan Bank system) (1989 - 1991); (credit card issuer and elec-
Vice President and Head of International Finance, Federal tronic payment services)
National Mortgage Association (1988 - 1989); U.S. Alternate (2007 - present); Former
Executive Director, International Monetary Fund (1984 - 1988); Director of Briggs & Stratton
Executive Assistant to Deputy Secretary of the U.S. Treasury, Co. (engine manufacturer)
U.S. Treasury Department (1982 - 1984); and Vice President (2004 - 2009); Former
and Team Leader in Corporate Banking, Bankers Trust Co. Director of UAL Corporation
(1976 - 1982) (airline holding company)
Pioneer Cullen Value Fund | Annual Report | 6/30/11 47
Independent Trustees (continued)
------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service and Other Directorships
Name and Age with the Fund Term of Office Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (63) (continued) (2006 - 2010); Director of
ManTech International Cor-
poration (national security,
defense, and intelligence
technology firm) (2006 -
present); Member, Board of
Governors, Investment Com-
pany Institute (2007 -
present); Member, Board of
Governors, Independent
Directors Council (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);
and Former Director of
Texaco, Inc. (1997 - 2001)
------------------------------------------------------------------------------------------------------------------------------
48 Pioneer Cullen Value Fund | Annual Report | 6/30/11
--------------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
--------------------------------------------------------------------------------
Benjamin M. Friedman (66) 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 (60) Trustee Trustee since 2006.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
--------------------------------------------------------------------------------
Marguerite A. Piret (62) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (66) 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 (60) 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)
------------------------------------------------------------------------------------------------------------------------------
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 | 6/30/11 49
Fund Officers
--------------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
--------------------------------------------------------------------------------
Christopher J. Kelley (46) Secretary Since 2010. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Carol B. Hannigan (50) Assistant Secretary Since 2010. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Thomas Reyes (48) Assistant Secretary Since 2010. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Mark E. Bradley (51) Treasurer Since 2008. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Luis I. Presutti (46) Assistant Treasurer Since 2004. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Gary Sullivan (53) 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 (46) 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 (50) 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 (48) 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 (51) Vice President -- Fund Accounting, Administration and Controller- None
ship Services of Pioneer; Treasurer of all of the Pioneer Funds
since March 2008; Deputy Treasurer of Pioneer from March 2004
to February 2008; Assistant Treasurer of all of the Pioneer Funds
from March 2004 to February 2008; and Treasurer and Senior
Vice President, CDC IXIS Asset Management Services, from 2002
to 2003
-------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (46) Assistant Vice President -- Fund Accounting, Administration and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
-------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (53) 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 | 6/30/11
--------------------------------------------------------------------------------
Position Held Length of Service and
Name and Age with the Fund Term of Office
--------------------------------------------------------------------------------
David F. Johnson (31) Assistant Treasurer Since 2009. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Jean M. Bradley (58) 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 (31) 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 (58) 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 | 6/30/11 51
This page for your notes.
52 Pioneer Cullen Value Fund | Annual Report | 6/30/11
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:
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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: us.pioneerinvestments.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Fund, including
fees associated with the annual filing of its Form N-
1A, totaled approximately $31,786 in 2011 and
$31,786 in 2010.
(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, 2011 and 2010.
(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
2011 and 2010, 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, 2011 and 2010.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered
into on or after May 6, 2003, the effective date of the
new SEC pre-approval rules, the Fund's audit
committee is required to pre-approve services to
affiliates defined by SEC rules to the extent that the
services are determined to have a direct impact on the
operations or financial reporting of the Fund. For the
years ended June 30, 2011 and 2010, 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 2011 and $8,290 in 2010.
The Fund's audit committee of the Board of Trustees
has considered whether the provision of non-audit
services that were rendered to the Affiliates (as
defined) that were not pre-approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is
compatible with maintaining the principal accountant's
independence.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust III
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date August 29, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date August 29, 2011
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer
Date August 29, 2011
* Print the name and title of each signing officer under his or her signature.