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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 811-21460
Pioneer Series Trust II
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
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: December 31
Date of reporting period: January 1, 2011 through December 31, 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 AMT-Free
Municipal Fund
Annual Report | December 31, 2011
Ticker Symbols:
Class A PBMFX
Class B PBMUX
Class C MNBCX
Class Y PBYMX
[LOGO] PIONEER
Investments(R)
visit us: 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 14
Schedule of Investments 16
Financial Statements 30
Notes to Financial Statements 38
Report of Independent Registered Public Accounting Firm 46
Approval of Investment Advisory Agreement 48
Trustees, Officers and Service Providers 52
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 1
President's Letter
Dear Shareowner,
Last year was difficult for investors, although bond investors experienced a
much smoother ride than equity investors. The year was characterized by
higher-than-usual volatility in the equity markets triggered by a series of
major events, including the nuclear disaster in Japan, the European financial
crisis, and political gridlock in Washington D.C. The Standard & Poor's 500
Index dropped 21% from its May high to its October low, only to finish the year
virtually flat. The Barclays Capital Aggregate Bond Index, by contrast, was up
7.8% for the year.
As we ended 2011, some positive trends were developing in the U.S. economy.
Consumption, the most important driver of economic growth, rose 2.3% in the
fourth quarter, up nicely from 0.7% in the second and third quarters. Year-
over-year retail sales grew 4% over the last six months of 2011, and auto sales
reached their highest level of the year. There were improvements in broad
economic data, including employment and rising consumer confidence. Initial
jobless claims trended in the right direction, with the final weekly report of
2011 falling to a three-and-a-half year low.
While we expect moderate economic growth in the U.S. in 2012, there are still
reasons for investors to remain cautious. The central issue remains Europe,
which faces weak or possibly declining economic growth. The greatest risk to
our outlook for 2012 is the possible contagion effects of the European
sovereign-debt and banking crises. The European Union must find a comprehensive
solution that includes ensuring funding for troubled sovereigns, achieving
workable fiscal and economic integration, and improving labor competitiveness
in southern Europe. Further setbacks in Europe could lead to further market
volatility, while tangible progress could help the equity markets make up last
year's lackluster results.
Pioneer's investment professionals focus on finding good opportunities to
invest in both equity and bond markets using the same disciplined investment
approach we have used since 1928. Our strategy 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
2 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
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
us.pioneerinvestments.com. We greatly appreciate your trust in us and we thank
you for investing with Pioneer.
*Diversification does not assure a profit or protect against loss in a
declining market.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These statements should
not be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 3
Portfolio Management Discussion | 12/31/11
In the following interview, David Eurkus outlines the investment environment
for tax-free bonds during Pioneer AMT-Free Municipal Fund's most recent annual
reporting period ended December 31, 2011, as well as the Fund's performance,
his investment strategy and his outlook. Mr. Eurkus, senior vice president and
portfolio manager at Pioneer, is the lead portfolio manager of the Fund, which
he co-manages with Timothy Pynchon, vice president portfolio manager at
Pioneer.
Q How did the Fund perform during the 12 months ended December 31, 2011?
A For the 12 months ended December 31, 2011, Pioneer AMT-Free Municipal Fund's
Class A shares returned 11.73% at net asset value, while the Fund's benchmark,
the Barclays Capital Municipal Bond Index, returned 10.70%. During the same
12-month period, the average return of the 245 mutual funds in Lipper's
General Municipal Debt Funds Category was 10.56%.
Q How would you describe the investing environment for tax-exempt bonds during
the 12 months ended December 31, 2011?
A Coming into 2011, the municipal bond market was being negatively influenced by
several events that took place late in 2010. Two of the most significant
negative developments came from headlines regarding the uncertain fiscal
health and solvency of some states and municipalities, and well-publicized
remarks by one analyst predicting $200 to $400 billion in defaults on
municipal securities in the first half of 2011 (an event that did not
transpire). However, beginning in late January 2011, with municipal bond
yields at very attractive levels when compared with taxable securities, even
for investors in lower tax brackets, the municipal market staged a strong
rally, which continued for much of 2011.
Other positive factors for municipal issuers and their bonds during the 12
months ended December 31, 2011, included the fact that the U.S. economy
continued to make steady, if slow, progress; an improving fiscal environment
for states and municipalities, as municipal leaders were able to trim their
budgets as needed and revenue streams began to improve for many states and
cities; and technical factors that favored the municipal market, such as
demand from both traditional and non-traditional fixed-income investors being
strong throughout the year, while the supply of tax-exempt securities was
muted on a historical basis. At the same time, municipal securities continued
to register the second-lowest default rate among fixed-income asset classes,
and a lower default rate than in the previous year.
In the midst of a generally favorable fundamental and technical environment
for municipal bonds during the 12-month period ended December 31, 2011,
4 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
macroeconomic factors also were a positive, as the U.S. Federal Reserve Board
(the Fed) kept short-term interest rates near zero, and continuing economic
turmoil in Europe meant that more fixed-income investors were looking to
invest in credits here in the United States, including municipal bonds.
Q Could you discuss your overall investment strategy for the Fund during the 12
months ended December 31, 2011?
A Our principal strategy for the Fund is to purchase and hold discounted
long-term municipal bonds, as those investments offer the highest yields in
the tax-exempt marketplace. Despite the volatility that we witnessed in late
2010 and early 2011, on a long-term basis we continue to be comfortable with
the Fund's long-duration stance (duration is a measure of a portfolio's price
sensitivity to changes in interest rates). We believe that over the long term,
our broadly diversified strategy will enable the Fund to outperform its
benchmark and peers. The Fund also continues to have a strong focus on sectors
vital to communities nationwide. The sectors include health care/ hospitals,
transportation, and public and private education.
During the 12-month period, we maintained our strong emphasis on overall
portfolio quality. As of the close of the period, approximately 7% of the
securities in the Fund's portfolio were rated AAA or the equivalent, and
approximately 53% of the Fund's securities were rated A or better. In
addition, the Fund's holdings are broadly diversified across a wide range of
municipal bond sectors.
Q What were the most significant contributors to and detractors from the Fund's
performance during the 12 months ended December 31, 2011?
A The largest contribution to Fund performance over the 12-month period came
from positioning in long-maturity bonds as well as holdings in A-rated and
Baa-rated issues, all of which performed extremely well. Additionally, our
decision to maintain broad portfolio exposure to the state of California paid
off handsomely, as the state's revenues continued to grow
quarter-over-quarter, and California ended the year as the number one state
for municipal bond total returns in 2011.
The largest detractor from the Fund's performance during the 12-month period
came from a small position in airport revenue bonds from Dallas/ Fort Worth
International and Chicago's O'Hare International, which were related to
American Airlines. Both sets of bonds defaulted following American's
bankruptcy declaration in late November of 2011.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 5
Q What is your outlook as we head into 2012?
A In the coming months, we expect the technical environment for municipal
investments to continue to be favorable, with limited supply and expected
healthy demand. Supply should be pressured downward by the fact that a large
volume of municipal bonds -- approximately $200 billion -- will come to
maturity and be removed from the market in 2012, with industry analysts
expecting only a 10% to 20% increase in tax-exempt bond issuance for this year
as compared with 2011.
Moreover, we continue to be encouraged by the improving credit posture for
many states and municipalities, which helped to fuel the rally in tax-exempt
bonds over the last several months of the Fund's fiscal year ended December
31, 2011. On average, state tax revenues have grown slowly, but steadily, and
many states have made significant headway in reforming their pension systems.
Improving U.S. economic data and the Fed's recent announcement that it expects
to keep short-term interest rates near zero until 2014 represent additional
positive signs regarding the relative attractiveness of long-term municipals.
The Fund will continue to own select long-term tax-exempt bonds that we
believe have the strongest opportunity to perform well, and we will seek to
avoid municipals that could falter due to budgetary problems on the part of
their issuers. We will continue to closely monitor the Fund's holdings to
ensure their integrity and quality, and the timely payment of principal and
interest on the investments. The Fund remains broadly diversified*, with only
very limited exposure to general obligation bonds, which are more tied to
states' general revenues. The vast majority of Fund holdings are in bonds with
dedicated revenue streams, which we also continue to monitor closely.
Going forward, we will continue to look for opportunities to lock in
attractive yields for the Fund from high-quality, long-term tax-free bonds. We
believe that Pioneer AMT-Free Municipal Fund continues to be a suitable
vehicle for appropriate long-term investors who are seeking high income that
is free from Federal taxes.
*Diversification does not assure a profit or protect against loss in a
declining market.
Please refer to the Schedule of Investments on pages 16-29 for a full listing
of Fund securities.
6 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
When interest rates rise, the prices of fixed-income securities in the Fund
will generally fall. Conversely, when interest rates fall, the prices of
fixed-income securities in the Fund will generally rise.
Investments in the Fund are subject to possible loss due to the financial
failure of issuers of underlying securities and their inability to meet their
debt obligations.
Investing in foreign and/or emerging market 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 the Fund more susceptible to
any economic, political, or regulatory developments or other risks affecting
those industries and sectors.
A portion of income may be subject to local, state, federal and/or alternative
minimum tax. Capital gains, if any, are subject to capital gains tax.
These risks may increase share price volatility.
Past performance is not a 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 opinion as of the date of this report. These opinions should not
be relied upon for any other purposes.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 7
Portfolio Summary | 12/31/11
Portfolio Quality
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE DATA BELOW IS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL.]
AAA 7.4%
AA 18.8%
A 26.9%
BBB 33.9%
BB 6.7%
CCC 0.5%
Not Rated 5.8%
Bond ratings are ordered highest to lowest in portfolio. Based on Standard &
Poor's measures, AAA (highest possible rating) through BBB are considered
investment grade; BB or lower ratings are considered non-investment grade. Cash
equivalents and some bonds may not be rated.
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE DATA BELOW IS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL.]
Health 27.6%
Insured 26.9%
Special Revenues 9.7%
Education 8.4%
Various Revenues 8.1%
Pollution Control Revenue 5.2%
Power 5.0%
Transportation 3.5%
General Obligation 2.3%
Housing 1.4%
Escrowed 1.4%
Water & Sewer 0.5%
10 Largest Holdings*
--------------------------------------------------------------------------------
(As a percentage of total long-term holdings)
------------------------------------------------------------------------------------
1. California Statewide Communities Development Authority, 5.0%, 8/15/47 2.20%
------------------------------------------------------------------------------------
2. North Carolina Eastern Municipal Power, 6.0%, 1/1/22 1.85
------------------------------------------------------------------------------------
3. Massachusetts State Housing Finance Agency, 5.4%, 12/1/28 1.78
------------------------------------------------------------------------------------
4. Public Authority For Colorado Energy, 6.5%, 11/15/38 1.66
------------------------------------------------------------------------------------
5. Tampa-Hillsborough County Florida, 4.0%, 7/1/34 1.62
------------------------------------------------------------------------------------
6. Texas Private Activities, 7.0%, 6/30/40 1.37
------------------------------------------------------------------------------------
7. Philadelphia, Pennsylvania Hospital, 5.0%, 7/1/34 1.37
------------------------------------------------------------------------------------
8. FYI Properties, 5.5%, 6/1/39 1.31
------------------------------------------------------------------------------------
9. Tabacco Settlement Authority Washington, 6.625%, 6/1/32 1.30
------------------------------------------------------------------------------------
10. Phoenix Arizona Civic Import Corp., Floating Rate Note, 7/1/43 1.28
------------------------------------------------------------------------------------
* This list excludes temporary cash investments and derivative instruments. The
portfolio is actively managed, and current holdings may be different. The
holdings listed should not be considered recommendations to buy or sell any
security listed.
8 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
Prices and Distributions | 12/31/11
Net Asset Value per Share
--------------------------------------------------------------------------------
------------------------------------------
Class 12/31/11 12/31/10
------------------------------------------
A $13.40 $12.56
------------------------------------------
B $13.30 $12.48
------------------------------------------
C $13.29 $12.46
------------------------------------------
Y $13.37 $12.53
------------------------------------------
Distributions per Share: 1/1/11-12/31/11
--------------------------------------------------------------------------------
-----------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
-----------------------------------------------------------------
A $0.5950 $ -- $ --
-----------------------------------------------------------------
B $0.4775 $ -- $ --
-----------------------------------------------------------------
C $0.4902 $ -- $ --
-----------------------------------------------------------------
Y $0.6278 $ -- $ --
-----------------------------------------------------------------
Index Definition
--------------------------------------------------------------------------------
The Barclays Capital Municipal Bond Index is a broad measure of the municipal
bond market. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. 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 shown on pages 10-13.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 9
Performance Update | 12/31/11 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer AMT-Free Municipal Fund at public offering price,
compared to that of the Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------------------------
10 Years 5.14% 4.66%
5 Years 4.09 3.14
1 Year 11.73 6.72
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2011, as revised
May 20, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
0.85% 0.82%
--------------------------------------------------------------------------------
[THE DATA BELOW IS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL.]
Pioneer AMT-Free Barclays Capital
Municipal Fund Municipal Bond Index
12/01 $ 9,550 $10,000
12/02 $10,502 $10,960
12/03 $11,096 $11,543
12/04 $11,701 $12,060
12/05 $12,263 $12,484
12/06 $12,901 $13,088
12/07 $13,081 $13,528
12/08 $11,138 $13,193
12/09 $13,812 $14,897
12/10 $14,109 $15,252
12/11 $15,765 $16,883
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 4.50% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Pioneer AMT-Free Municipal Fund acquired the assets and liabilities of
predecessor fund Safeco Municipal Bond Fund on December 10, 2004. The
performance shown for Class A shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class A shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance of the Fund's Class A shares would be lower than the
performance shown.
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 limitation currently in
effect through June 1, 2013 for Class A shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
10 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
Performance Update | 12/31/11 Class B Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer AMT-Free Municipal Fund, compared to that of the
Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2011)
-------------------------------------------------------------------------
If If
Period Held Redeemed
-------------------------------------------------------------------------
10 Years 4.26% 4.26%
5 Years 3.15 3.15
1 Year 10.63 6.63
-------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2011, as revised
May 20, 2011)
-------------------------------------------------------------------------
Gross Net
-------------------------------------------------------------------------
1.68% 1.68%
-------------------------------------------------------------------------
[THE DATA BELOW IS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL.]
Pioneer AMT-Free Barclays Capital
Municipal Fund Municipal Bond Index
12/01 $10,000 $10,000
12/02 $10,906 $10,960
12/03 $11,444 $11,543
12/04 $11,969 $12,060
12/05 $12,449 $12,484
12/06 $12,991 $13,088
12/07 $13,051 $13,528
12/08 $11,015 $13,193
12/09 $13,545 $14,897
12/10 $13,714 $15,252
12/11 $15,172 $16,883
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). 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.
Pioneer AMT-Free Municipal Fund acquired the assets and liabilities of
predecessor fund Safeco Municipal Bond Fund on December 10, 2004. The
performance shown for Class B shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class B shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance of the Fund's Class B shares would be lower than the
performance shown.
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 AMT-Free Municipal Fund | Annual Report | 12/31/11 11
Performance Update | 12/31/11 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer AMT-Free Municipal Fund, compared to that of the
Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------
Life-of-Class
(10/1/2003) 3.69% 3.69%
5 Years 3.24 3.24
1 Year 10.84 10.84
--------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2011, as revised
May 20, 2011)
--------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------
1.60% 1.60%
--------------------------------------------------------------------------
[THE DATA BELOW IS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL.]
Pioneer AMT-Free Barclays Capital
Municipal Fund Municipal Bond Index
10/03 $10,000 $10,000
12/03 $10,210 $10,188
12/04 $10,663 $10,644
12/05 $11,065 $11,018
12/06 $11,566 $11,552
12/07 $11,643 $11,940
12/08 $ 9,831 $11,645
12/09 $12,086 $13,148
12/10 $12,238 $13,461
12/11 $13,564 $14,902
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). If you paid a 1% sales charge, your returns would
be lower than those shown above. "If Held" results represent the percent change
in net asset value per share. Returns would have been lower had sales charges
been reflected. All results are historical and assume the reinvestment of
dividends and capital gains. Other share classes are available for which
performance and expenses will differ.
Pioneer AMT-Free Municipal Fund acquired the assets and liabilities of
predecessor fund Safeco Municipal Bond Fund on December 10, 2004. The
performance shown for Class C shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class C shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance of the Fund's Class C shares would be lower than the
performance shown.
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 AMT-Free Municipal Fund | Annual Report | 12/31/11
Performance Update | 12/31/11 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Pioneer AMT-Free Municipal Fund, compared to that of the
Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------
10 Years 5.28% 5.28%
5 Years 4.35 4.35
1 Year 12.04 12.04
--------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2011, as revised
May 20, 2011)
--------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------
0.55% 0.55%
--------------------------------------------------------------------------
[THE DATA BELOW IS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL.]
Pioneer AMT-Free Barclays Capital
Municipal Fund Municipal Bond Index
12/01 $5,000,000 $5,000,000
12/02 $5,498,735 $5,480,226
12/03 $5,809,811 $5,771,409
12/04 $6,126,585 $6,029,978
12/05 $6,420,754 $6,241,868
12/06 $6,757,223 $6,544,160
12/07 $6,870,242 $6,764,025
12/08 $5,869,687 $6,501,871
12/09 $7,291,274 $7,448,526
12/10 $7,461,801 $7,625,744
12/11 $8,360,792 $8,441,680
Call 1-800-225-6292 or visit us.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 AMT-Free Municipal Fund acquired the assets and liabilities of
predecessor Safeco Municipal Bond Fund on December 10, 2004. The performance
shown for Class Y shares of the Fund for periods prior to December 10, 2004, is
based on the net asset value performance of the predecessor fund's Class A
shares, which has not been restated to reflect differences in expenses,
including 12b-1 fees applicable to Class A shares. If all the expenses of the
Fund were reflected, the performance of the Fund's Class Y shares would be
lower than the performance shown.
Performance shown for the period between December 10, 2004, and the inception
of Class Y shares on November 10, 2006, reflects the NAV performance of Pioneer
AMT-Free Municipal Fund's Class A shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to Class A
shares. Since fees for Class A shares are generally higher than those of Class
Y shares, the performance for Class Y shares prior to their inception would
have been higher than that shown. Class Y shares are not subject to sales
charges and are available for limited groups of eligible investors, including
institutional investors. All results are historical and assume the reinvestment
of dividends and capital gains. Other share classes are available for which
performance and expenses will differ.
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 AMT-Free Municipal Fund | Annual Report | 12/31/11 13
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
--------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer AMT-Free Municipal Fund
Based on actual returns from July 1, 2011, through December 31, 2011.
---------------------------------------------------------------------------------------
Share Class A B C Y
---------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 7/1/11
---------------------------------------------------------------------------------------
Ending Account $1,064.20 $1,058.26 $1,059.66 $1,064.92
Value (after expenses)
on 12/31/11
---------------------------------------------------------------------------------------
Expenses Paid $4.27 $8.92 $8.36 $2.86
During Period*
---------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 0.82%, 1.72%,
1.61% and 0.55%, for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/365 (to reflect the one-half year period).
14 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
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 AMT-Free Municipal Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from July 1, 2011, through December 31, 2011.
---------------------------------------------------------------------------------------
Share Class A B C Y
---------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 7/1/11
---------------------------------------------------------------------------------------
Ending Account $1,021.07 $1,016.53 $1,017.09 $1,022.43
Value (after expenses)
on 12/31/11
---------------------------------------------------------------------------------------
Expenses Paid $4.18 $8.24 $8.19 $2.80
During Period*
---------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 0.82%, 1.72%,
1.61% and 0.55%, for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/365 (to reflect the one-half year period).
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 15
Schedule of Investments | 12/31/11
-------------------------------------------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------------------------------------------
COMMON STOCK -- 0.2%
TRANSPORTATION -- 0.2%
Airlines -- 0.2%
210,910 Delta Air Lines, Inc.* $ 1,706,262
------------
TOTAL COMMON STOCK
(Cost $4,839,425) $ 1,706,262
-------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited)
-------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS -- 93.9%
Alabama -- 0.7%
5,000,000 NR/WR Alabama Drinking Water Finance Authority,
4.0%, 8/15/28 $ 4,928,100
1,500,000 NR/NR Sylacauga Alabama Health Care Authority,
6.0%, 8/1/35 1,310,775
------------
$ 6,238,875
-------------------------------------------------------------------------------------------------------------
Arizona -- 4.8%
3,565,000 AA-/Aa3 Arizona Board Regents Certificates
Partnerships, 4.0%, 6/1/31 $ 3,550,597
5,145,000 AA-/NR Arizona Health Facilities Authority
Revenue, 5.5%, 1/1/38 5,360,833
1,000,000 A/A1 Maricopa County Arizona, 5.0%, 6/1/35 1,054,760
3,345,000 AA/Aa2 Maricopa County Arizona High School
District, 3.5%, 7/1/25 3,369,987
10,000,000 5.50 AA/Aa3 Phoenix Arizona Civic Import Corp.,
Floating Rate Note, 7/1/43 10,554,900
4,000,000 AA/Aa3 Phoenix Arizona Civic Import Corp., District
Revenue, 0.0%, 7/1/25 (b) 4,385,440
8,005,000 AA/Aa3 Phoenix Arizona Civic Import Corp., District
Revenue, 0.0%, 7/1/26 (b) 8,719,046
954,000 NR/Baa3 Pima County Arizona Industrial
Development Authority, 6.75%, 7/1/31 937,276
3,470,000 AA/Aa3 Pima County Industrial Development
Authority, 5.0%, 7/1/20 3,944,384
500,000 BBB-/NR Pima County Industrial Development
Authority, 6.1%, 6/1/45 433,555
------------
$ 42,310,778
-------------------------------------------------------------------------------------------------------------
California -- 15.5%
4,000,000 A/A3 Alameda Corridor Transportation Authority,
4.75%, 10/1/25 $ 4,001,800
2,000,000 A/NR California Health Facilities Financing
Authority, 5.0%, 3/1/33 2,000,540
2,000,000 A/A2 California Health Facilities, 5.625%,
7/1/32 2,084,000
4,000,000 BBB-/Baa2 California Municipal Finance, 5.25%,
2/1/37 3,676,280
The accompanying notes are an integral part of these financial statements.
16 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
-------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------
California -- (continued)
10,500,000 A-/A1 California State, 4.25%, 8/1/33 $10,125,465
10,000,000 AA-/A1 California Statewide, 5.75%, 7/1/47 10,368,800
4,875,000 NR/Baa2 California Statewide Communities
Development Authority, 5.0%, 5/15/30 4,891,819
4,125,000 NR/Baa2 California Statewide Communities
Development Authority, 5.0%, 5/15/38 3,978,398
20,955,000 BBB+/Baa2 California Statewide Communities
Development Authority, 5.0%, 8/15/47 18,121,046
4,000,000 A-/NR California Statewide Communities
Development Authority, 5.75%, 8/15/38 4,183,200
10,000,000 AA-/Aa3 California Statewide Community, 5.25%,
11/15/48 10,159,500
1,000,000 NR/Aa3 Franklin-McKinley California School
District, 6.0%, 7/1/16 1,198,850
2,100,000 A-/WR Fresno Joint Powers Financing Authority
Lease Revenue, 4.75%, 9/1/28 2,100,861
15,000,000 BB+/B3 Golden State Tobacco Security Corp.,
California, 5.125%, 6/1/47 9,724,350
2,500,000 BBB+/Baa2 Inglewood California Redevelopment
Agency Tax Allocation, 4.75%, 5/1/38 1,988,600
3,000,000 A/Baa1 Long Beach California Finance Authority,
5.5%, 11/15/37 2,891,610
3,000,000 NR/WR Los Angeles County California Certificates
of Participation, 4.75%, 3/1/23 2,888,970
4,000,000 A-/NR Madera California Irrigation District Water,
5.5%, 1/1/33 4,201,920
3,680,000 A/Baa1 Madera California Public, 4.375%,
3/1/31 3,693,726
1,600,000 AA+/WR Oxnard California School District, 4.375%,
8/1/33 1,600,784
7,000,000 BBB/NR Pittsburg California Redevelopment
Agency, 6.5%, 9/1/28 7,070,700
3,815,000 BBB/NR Pittsburg California Redevelopment
Agency, 4.25%, 9/1/34 2,674,429
2,180,000 A/Baa1 Pomona Unified School District, 6.55%,
8/1/29 2,725,044
1,000,000 A-/NR Redding California Redevelopment, 4.5%,
9/1/26 950,390
3,000,000 A-/Aaa Rialto California Redevelopment Agency
Tax Allocation, 6.25%, 9/1/37 3,065,100
2,500,000 A+/A1 San Francisco California City & County
Airports Communities, 4.5%, 5/1/32 2,518,475
9,865,000 BBB/Baa1 San Jose California Redevelopment
Agency Tax, 4.9%, 8/1/33 8,462,690
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 17
Schedule of Investments | 12/31/11 (continued)
------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
------------------------------------------------------------------------------------------------------
California -- (continued)
1,500,000 A/A1 Santa Cruz County California, 6.625%,
9/1/29 $ 1,694,310
1,405,000 A+/Aa3 Santa Maria California Joint, 0.0%,
8/1/27 (b) 579,914
3,500,000 A+/Aa2 Saugus California Unified School District,
0.0%, 8/1/23 (b) 1,959,230
------------
$135,580,801
------------------------------------------------------------------------------------------------------
Colorado -- 3.3%
2,750,000 AA-/Aa3 Colorado Health Facilities Revenue,
5.25%, 11/15/35 $ 2,848,973
5,555,000 A-/A3 Colorado Springs Colorado Hospital
Revenue, 6.375%, 12/15/30 5,558,055
12,500,000 A/Baa1 Public Authority For Colorado Energy,
6.5%, 11/15/38 13,701,125
1,250,000 NR/Baa3 Regional Transportation, 6.0%, 1/15/34 1,296,413
2,000,000 NR/Baa3 Regional Transportation, 6.5%, 1/15/30 2,165,960
2,500,000 NR/Baa3 Regional Transportation District, 6.0%,
1/15/26 2,672,000
1,000,000 NR/Baa3 Regional Transportation District, 6.0%,
1/15/41 1,030,940
------------
$ 29,273,466
------------------------------------------------------------------------------------------------------
Connecticut -- 0.5%
1,000,000 NR/NR Connecticut State Health & Education,
5.5%, 7/1/17 $ 1,015,940
2,470,000 CCC+/NR Mohegan Tribe Indians Connecticut,
6.25%, 1/1/31 (144A) 1,981,039
1,500,000 CCC+/NR Mohegan Tribe Indians Connecticut,
5.25%, 1/1/33 1,037,955
------------
$ 4,034,934
------------------------------------------------------------------------------------------------------
District of Columbia -- 2.0%
10,000,000 BBB/Baa1 District of Columbia Tobacco Settlement
Financing Corp., 6.75%, 5/15/40 $ 10,023,800
8,000,000 NR/A1 District of Columbia, 4.25%, 6/1/37 7,390,720
------------
$ 17,414,520
------------------------------------------------------------------------------------------------------
Florida -- 6.3%
520,000 NR/NR County of Madison Florida, 6.0%, 7/1/25 $ 477,688
5,000,000 A-/A2 County of Miami-Dade, 5.5%, 10/1/41 5,298,000
4,885,000 A/Aa3 County of Miami-Dade Florida, 5.0%,
6/1/22 5,043,469
1,000,000 NR/Aa2 Dade County Florida General, 7.7%,
10/1/12 1,052,130
8,000,000 AA+/Aa1 Escambia County Florida Health Facilities,
5.25%, 11/15/32 8,148,880
The accompanying notes are an integral part of these financial statements.
18 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
-------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------
Florida -- (continued)
3,000,000 NR/Baa1 Escambia County Health, 6.0%, 8/15/36 $ 3,066,570
1,830,000 A+/Aa3 Greater Orlando Aviation Authority, 5.0%,
10/1/25 2,059,885
3,675,000 BB+/NR Lee County Florida Industrial Development
Authority, 4.75%, 6/15/14 3,690,141
2,000,000 BB+/NR Lee County Florida Industrial Development
Authority, 5.375%, 6/15/37 1,669,800
3,400,000 NR/NR St Johns County Industrial, 6.0%, 8/1/45 3,484,524
7,500,000 NR/Baa1 Tallahassee Florida Health, 6.375%,
12/1/30 7,505,175
13,780,000 A-/A3 Tampa-Hillsborough County Florida, 4.0%,
7/1/34 13,322,780
------------
$ 54,819,042
-------------------------------------------------------------------------------------------------------
Georgia -- 1.5%
5,750,000 A/Baa1 Burke County Development, 7.0%,
1/1/23 $ 6,855,150
5,000,000 A+/Baa1 Main Street Natural Gas, Inc., Georgia,
5.5%, 9/15/28 4,924,400
1,500,000 A/A2 Municipal Electric Authority of Georgia,
5.625%, 1/1/26 1,695,585
------------
$ 13,475,135
-------------------------------------------------------------------------------------------------------
Illinois -- 3.8%
1,580,000 NR/A3 Illinois Development Finance Authority
Revenue, 5.25%, 10/1/24 $ 1,652,301
5,000,000 NR/Baa2 Illinois Finance Authority, 6.5%, 4/1/39 5,291,550
1,000,000 BBB+/Baa2 Illinois Finance Authority, 5.25%, 5/1/40 1,006,640
2,000,000 AA+/Aa3 Illinois Finance Authority, 6.0%, 8/15/25 2,115,640
1,000,000 NR/NR Illinois Finance Authority, 6.125%,
5/15/27 1,017,090
4,000,000 BBB/NR Illinois Finance Authority, 5.5%, 8/15/30 3,877,400
7,500,000 AAA/A2 Metropolitan Pier & Expo, 5.25%,
6/15/42 7,524,825
5,000,000 AA+/Aaa Metropolitan Pier & Expo, 7.0%, 7/1/26 6,954,200
20,000,000 0.00 AAA/A2 Metropolitan Pier & Exposition Authority
Illinois Dedicated State Tax, Floating Rate
Note, 6/15/39 3,976,800
------------
$ 33,416,446
-------------------------------------------------------------------------------------------------------
Indiana -- 2.5%
3,500,000 NR/Baa3 Delaware County Hospital Authority
Indiana, 5.0%, 8/1/24 $ 3,504,235
2,000,000 AA/Aa2 Indiana Bond Bank, 5.5%, 2/1/29 2,156,580
2,000,000 BB/B1 Indiana Finance Authority, 6.0%, 12/1/26 1,992,280
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 19
Schedule of Investments | 12/31/11 (continued)
--------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
--------------------------------------------------------------------------------------------------------
Indiana -- (continued)
5,000,000 A+/A1 Indiana Health & Educational Facilities
Authority, 4.75%, 2/15/34 $ 4,846,550
7,000,000 A+/A1 Indiana Health & Educational Facilities
Authority, 5.0%, 2/15/39 7,017,710
930,000 AA/NR Indianapolis Local Public Improvement
Board Revenue, 6.75%, 2/1/14 978,425
500,000 AA/Aa1 Indianapolis Local Public Improvement
Board Revenue, 6.0%, 1/10/20 582,020
760,000 BBB+/A1 Lawrence Township Metropolitan School
District Revenue, 6.75%, 7/5/13 787,649
------------
$ 21,865,449
--------------------------------------------------------------------------------------------------------
Louisiana -- 3.1%
5,000,000 BBB-/Baa2 Jefferson Parish Hospital Service District
No 2, 6.375%, 7/1/41 $ 5,130,650
10,000,000 NR/Baa1 Louisiana Public Facilities Authority, 5.5%,
5/15/47 10,030,200
3,000,000 AA/Aa1 Louisiana State Gas & Fuels Tax, 4.5%,
5/1/41 3,010,380
690,000 BBB+/Baa1 Louisiana Local Government Environment
Community, 5.25%, 12/1/18 728,847
8,000,000 BBB/Baa2 St John Baptist Parish Louisiana Revenue,
5.125%, 6/1/37 7,989,520
------------
$ 26,889,597
--------------------------------------------------------------------------------------------------------
Massachusetts -- 8.5%
4,000,000 NR/Aa2 City of Pittsfield, MA, 5.0%, 3/1/19 $ 4,850,920
1,000,000 A-/A3 Massachusetts Development Finance
Agency, 5.0%, 10/1/21 1,164,030
1,000,000 A-/A3 Massachusetts Development Finance
Agency, 5.0%, 10/1/22 1,147,290
3,975,000 AA+/Aa1 Massachusetts Development Finance
Agency, 5.0%, 5/1/28 4,547,599
1,585,000 AA+/Aa1 Massachusetts Development Finance
Agency, 5.0%, 6/1/25 1,845,954
1,000,000 A-/Baa1 Massachusetts Development Finance
Agency, 5.125%, 7/1/26 1,028,410
345,000 BBB/Baa2 Massachusetts Development Finance
Agency, 5.15%, 10/1/14 356,261
1,980,000 AA-/A1 Massachusetts Development Finance
Agency, 5.375%, 4/1/41 2,112,878
1,000,000 BBB/Baa2 Massachusetts Development Finance
Agency, 5.70%, 10/1/34 1,002,670
1,000,000 BBB/NR Massachusetts Development Finance
Agency, 6.75%, 1/1/36 1,073,140
The accompanying notes are an integral part of these financial statements.
20 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
----------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
----------------------------------------------------------------------------------------------------
Massachusetts -- (continued)
1,000,000 BBB/NR Massachusetts Development Finance
Agency, 7.0%, 7/1/42 $ 1,074,800
1,680,000 BBB/NR Massachusetts Development Finance,
Agency, 5.25%, 10/1/29 1,692,298
3,320,000 BBB/NR Massachusetts Development Finance,
Agency, 5.25%, 10/1/37 3,278,168
1,100,000 BBB/Baa2 Massachusetts Development Finance,
Agency, 5.625%, 10/1/24 1,119,360
2,635,000 NR/NR Massachusetts Development Finance,
Agency, 6.25%, 10/15/17 2,622,721
2,335,000 BBB-/Baa3 Massachusetts Health & Education,
5.375%, 7/1/35 2,346,862
6,265,000 AAA/Aaa Massachusetts Health & Educational
Facilities Authority, 5.125%, 7/15/37 6,387,731
1,145,000 BBB+/NR Massachusetts Health & Educational
Facilities Authority, 6.25%, 10/1/31 1,156,187
1,500,000 BB-/NR Massachusetts Health & Educational
Facilities, 5.5%, 7/1/40 1,244,490
500,000 BBB-/NR Massachusetts State Development
Finance Agency, 5.5%, 1/1/35 464,330
3,990,000 A/WR Massachusetts State Development
Finance Agency, 5.75%, 1/1/42 4,575,413
1,550,000 BBB-/Baa3 Massachusetts State Health & Education,
5.25%, 7/15/18 1,551,457
4,500,000 NR/NR Massachusetts State Health &
Educational, 4.625%, 8/15/28 3,768,750
1,600,000 BBB+/NR Massachusetts State Health & Educational
Facilities Authority, 5.45%, 11/15/23 1,600,624
40,000 AA/Aa2 Massachusetts State Health &
Educational, 6.0%, 7/1/18 40,545
200,000 AA/Aa2 Massachusetts State Health and
Educational Facilities, 5.75%, 7/1/32 201,526
3,750,000 BBB+/Baa1 Massachusetts State Health, 5.25%,
7/1/38 3,444,113
14,675,000 BBB/Baa1 Massachusetts State Housing Finance
Agency, 5.4%, 12/1/28 14,679,549
4,130,000 AA+/Aa1 Massachusetts State Water Authority,
4.0%, 8/1/46 4,014,443
------------
$ 74,392,519
----------------------------------------------------------------------------------------------------
Maryland -- 1.2%
3,000,000 BB+/Ba1 Frederick County Maryland, 5.625%,
9/1/38 $ 2,757,840
2,000,000 A/A3 Maryland Economic Development Corp.,
6.2%, 1/9/22 2,412,860
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 21
Schedule of Investments | 12/31/11 (continued)
------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
------------------------------------------------------------------------------------------------------
Maryland -- (continued)
1,200,000 BB/NR Maryland Economic Development, 5.75%,
9/1/25 $ 1,233,852
2,000,000 NR/Baa3 Maryland Health & Higher Education,
5.75%, 7/1/38 1,866,420
1,000,000 NR/NR Maryland State Economic Development,
5.0%, 12/1/16 861,460
500,000 NR/NR Maryland State Economic Development,
5.0%, 12/1/16 430,730
1,000,000 NR/NR Maryland State Economic Development,
5.0%, 12/1/31 627,860
------------
$ 10,191,022
------------------------------------------------------------------------------------------------------
Maine -- 0.9%
4,500,000 NR/Baa3 Maine Health & Higher Educational
Facilities Authority, 6.75%, 7/1/36 $ 4,721,805
3,040,000 NR/Baa3 Maine Health & Higher Educational
Facilities Authority, 6.95%, 7/1/41 3,217,536
------------
$ 7,939,341
------------------------------------------------------------------------------------------------------
Michigan -- 1.9%
3,000,000 AA+/Aa3 Detroit Michigan Sewer District, 6.25%,
7/1/36 $ 3,404,670
1,500,000 BB-/NR John Tolfree Health System, 6.0%,
9/15/23 1,288,755
1,465,000 NR/NR Meridian Michigan Economic Development
Corp., 5.25%, 7/1/26 1,363,593
3,335,000 NR/NR Michigan Pub Educational Facilities
Authority Revenue, 5.875%, 6/1/37 2,729,831
2,000,000 NR/NR Michigan State Hospital Finance Authority,
5.25%, 11/15/25 1,745,380
1,000,000 NR/NR Michigan State Hospital Finance Authority,
5.5%, 11/15/35 834,130
5,000,000 AA+/Aa1 Michigan State Hospital Finance Authority,
5.5%, 11/15/26 5,188,900
------------
$ 16,555,259
------------------------------------------------------------------------------------------------------
Minnesota -- 0.7%
5,000,000 A/A1 Becker Minnesota Pollution Control
Revenue Northern States Power "A"
Conversions, 8.5%, 4/1/30 $ 5,202,400
1,000,000 A-/NR Tobacco Securitization Authority
Minnesota, 5.25%, 3/1/31 1,028,510
------------
$ 6,230,910
------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
----------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
----------------------------------------------------------------------------------------------------
Missouri -- 0.0%+
80,000 NR/Aaa Missouri State Environmental Improvement
& Energy Resources, 5.125%, 1/1/20 $ 83,227
------------
$ 83,227
----------------------------------------------------------------------------------------------------
Mississippi -- 1.3%
2,750,000 BBB/Baa3 County of Warren Mississippi, 5.8%,
5/1/34 $ 2,836,790
7,950,000 BBB-/Ba1 Lowndes County Mississippi Solid Waste
Disposal & Pollution Control Revenue,
6.8%, 4/1/22 8,533,530
------------
$ 11,370,320
----------------------------------------------------------------------------------------------------
Montana -- 0.3%
2,785,000 A-/A3 Forsyth Montana Pollution Control
Revenue, 5.0%, 3/1/31 $ 2,838,695
------------
$ 2,838,695
----------------------------------------------------------------------------------------------------
North Carolina -- 2.1%
1,000,000 NR/WR North Carolina Capital Facilities Finance
Agency Student Revenue, 5.0%, 6/1/27 $ 912,480
1,000,000 NR/WR North Carolina Capital Facilities Finance
Agency Student Revenue, 5.0%, 6/1/32 840,630
1,860,000 NR/NR North Carolina Capital Facilities Finance,
4.5%, 10/1/26 1,427,699
12,000,000 A-/Baa1 North Carolina Eastern Municipal Power,
6.0%, 1/1/22 15,245,760
------------
$ 18,426,569
----------------------------------------------------------------------------------------------------
New Hampshire -- 1.5%
3,750,000 A-/NR New Hampshire Health & Educational
Facilities, 5.0%, 10/1/17 $ 3,690,975
5,000,000 A-/NR New Hampshire Health & Educational
Facilities, 5.0%, 10/1/32 5,044,400
2,250,000 A+/A2 New Hampshire Health & Education
Facilities Authority Revenue, 5.75%,
10/1/31 2,275,133
2,000,000 BBB+/Baa1 New Hampshire Health & Educational
Facilities Authority Revenue, 5.75%,
7/1/22 2,029,660
------------
$ 13,040,168
----------------------------------------------------------------------------------------------------
New Jersey -- 2.2%
1,250,000 BBB/Baa3 Camden County New Jersey Import
Authority, 5.75%, 2/15/34 $ 1,239,100
475,000 NR/NR New Jersey Economic Development
Authority, 5.3%, 11/1/26 392,664
450,000 NR/NR New Jersey Economic Development
Authority, 5.375%, 11/1/36 339,354
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 23
Schedule of Investments | 12/31/11 (continued)
-----------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
-----------------------------------------------------------------------------------------------------
New Jersey -- (continued)
610,000 NR/NR New Jersey Economic Development
Authority, 5.75%, 1/1/25 $ 571,265
3,000,000 AAA/Aaa New Jersey Educational Facilities, 5.0%,
7/1/39 3,387,000
2,000,000 A+/A1 New Jersey Transport Trust Fund Authority,
5.5%, 6/15/41 2,202,820
5,115,000 BBB-/Baa3 New Jersey Health Care Facilities Financing
Authority, 5.25%, 7/1/30 4,859,506
3,500,000 NR/NR New Jersey Health Care Facilities Financing
Authority, 7.25%, 7/1/27 2,874,970
4,500,000 BB-/B2 Tobacco Settlement Financing Corp.,
5.0%, 6/1/41 3,233,025
------------
$ 19,099,704
-----------------------------------------------------------------------------------------------------
New Mexico -- 0.1%
1,000,000 A-/NR Dona Ana County New Mexico Pilt
Revenue, 5.25%, 12/1/25 $ 1,023,010
------------
$ 1,023,010
-----------------------------------------------------------------------------------------------------
New York -- 3.2%
2,500,000 BBB+/Baa2 Albany Individual Development, 5.25%,
11/15/32 $ 2,468,625
1,000,000 NR/WR Albany Individual Development, 6.0%,
7/1/19 604,160
5,515,000 BBB/WR New York State Dormitory Authority,
5.24%, 7/1/24 6,107,807
6,000,000 AAA/Aaa New York State Dormitory Authority, 5.0%,
10/1/41 6,731,040
5,250,000 AA-/Aa3 New York State Dormitory Authority
Revenue, 7.5%, 5/15/13 5,720,768
1,000,000 BBB-/Baa3 Port Authority of New York & New Jersey,
6.0%, 12/1/36 1,051,300
3,400,000 BBB-/Baa3 Port Authority of New York & New Jersey,
6.0%, 12/1/42 3,576,630
1,500,000 AA-/Aa2 Port Authority of New York & New Jersey,
Ninety Third Series, 6.125%, 6/1/94 1,764,405
------------
$ 28,024,735
-----------------------------------------------------------------------------------------------------
Ohio -- 2.8%
6,000,000 BB-/B3 Buckeye Ohio Tobacco Settlement, 6.5%,
6/1/47 $ 4,726,920
10,000,000 BB-/B3 Buckeye Tobacco Settlement, 5.75%,
6/1/34 7,233,300
6,840,000 BB-/B3 Buckeye Tobacco Settlement Finance,
5.125%, 6/1/24 5,206,745
1,500,000 NR/NR Cuyahoga County Ohio Health, 6.0%,
5/15/37 1,369,185
The accompanying notes are an integral part of these financial statements.
24 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
------------------------------------------------------------------------------------------------------
Ohio -- (continued)
1,500,000 NR/NR Cuyahoga County Ohio Health, 6.0%,
5/15/37 $ 1,376,985
5,000,000 NR/Baa1 Lake County Ohio Hospital Municipal,
6.0%, 8/15/43 5,075,900
------------
$ 24,989,035
------------------------------------------------------------------------------------------------------
Oklahoma -- 0.7%
5,590,000 BBB/Baa1 McGee Creek Authority Water Revenue,
6.0%, 1/1/23 $ 6,412,289
------------
$ 6,412,289
------------------------------------------------------------------------------------------------------
Pennsylvania -- 5.1%
2,605,000 NR/Ca Allentown Pennsylvania Area Hospital
Authority, 6.0%, 11/15/16 $ 2,501,816
1,000,000 CCC/NR Columbia County Pennsylvania Hospital
Authority, 5.8%, 6/1/19 985,290
1,000,000 AAA/Aaa County of Chester Pennsylvania, 5.0%,
11/15/22 1,265,960
10,000,000 A-/Baa2 Lehigh County Pennsylvania Industrial
Development Authority Pollution Control,
4.75%, 2/15/27 10,144,400
1,000,000 BBB/NR Montgomery County Pennsylvania
Industrial, 5.0%, 12/1/24 1,017,800
1,000,000 BBB/NR Montgomery County Pennsylvania
Industrial, 5.0%, 12/1/30 992,710
3,000,000 BBB+/A3 Northampton County Pennsylvania General
Purpose Authority Revenue, 5.5%,
8/15/40 3,011,340
11,500,000 0.82 BBB/WR Pennsylvania State Higher Education,
Floating Rate Note, 7/1/39 6,134,790
1,000,000 BBB-/Baa3 Pennsylvania Higher Educational, 6.0%,
7/1/43 1,008,600
1,000,000 BBB-/Baa3 Pennsylvania Higher Educational Facilities
Authority, 5.0%, 7/1/42 911,370
4,000,000 AA/Aa2 Philadelphia Pennsylvania Hospital, 4.5%,
7/1/37 4,032,960
12,900,000 BBB-/Baa3 Philadelphia Pennsylvania Hospital, 5.0%,
7/1/34 11,246,607
1,000,000 AA+/Aa3 Pittsburgh & Allegheny County, 5.0%,
2/1/30 1,047,580
------------
$ 44,301,223
------------------------------------------------------------------------------------------------------
Puerto Rico -- 0.7%
75,000 NR/Baa3 Puerto Rico Public Buildings Authority
Revenue, 5.25%, 7/1/33 (c) $ 83,294
925,000 BBB/Baa1 Puerto Rico Public Buildings Authority
Revenue, 5.25%, 7/1/33 931,457
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 25
Schedule of Investments | 12/31/11 (continued)
-------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------
Puerto Rico -- (continued)
5,000,000 AA-/Aa2 Puerto Rico Sales Tax Financing, 5.25%,
8/1/57 $ 5,189,200
------------
$ 6,203,951
-------------------------------------------------------------------------------------------------------
Rhode Island -- 0.6%
35,000 A-/A3 Rhode Island State Health & Educational
Building Corp., 6.375%, 8/15/21 $ 35,591
5,200,000 BBB/B1 Tobacco Settlement Financing Corp.,
6.25%, 6/1/42 5,061,784
------------
$ 5,097,375
-------------------------------------------------------------------------------------------------------
South Dakota -- 0.0%+
65,000 NR/Aaa South Dakota Conservancy District
Revenue, 5.625%, 8/1/17 $ 65,278
------------
$ 65,278
-------------------------------------------------------------------------------------------------------
Tennessee -- 0.6%
1,000,000 NR/A1 Knox County Health Facility, 6.375%,
4/15/22 $ 1,027,870
4,000,000 NR/A1 Knox County Health Facility, 6.5%,
4/15/31 4,112,960
------------
$ 5,140,830
-------------------------------------------------------------------------------------------------------
Texas -- 4.5%
2,500,000 BB+/Ba1 Central Texas Regional Mobility Authority,
6.75%, 1/1/41 $ 2,504,150
2,695,000 AAA/Aaa Crowley Texas Independent School District,
3.5%, 8/1/36 2,497,241
10,000,000 BBB+/A3 Dallas County Texas Utilities &
Reclamation, 5.375%, 2/15/29 10,475,200
20,000 NR/A1 Lower Colorado River Authority, 5.25%,
5/15/21 21,237
3,000,000 A/Baa2 Richardson Texas Hospital, 6.0%, 12/1/34 3,039,870
1,000,000 BBB/NR Seguin Texas Higher Educational Facilities,
5.0%, 9/1/23 1,014,900
5,000,000 AA+/Aaa State of Texas, 5.0%, 8/1/27 5,873,150
10,410,000 NR/Baa3 Texas Private Activities, 7.0%, 6/30/40 11,300,784
2,255,000 BBB/NR Texas State Public Finance Authority,
6.2%, 2/15/40 2,336,225
20,000 NR/Aaa Whitehouse Texas Independent School
District, 4.8%, 2/15/12 20,075
------------
$ 39,082,832
-------------------------------------------------------------------------------------------------------
Utah -- 0.1%
500,000 BBB-/NR Utah State Charter Schools, 5.75%,
7/15/20 $ 507,735
------------
$ 507,735
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
26 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
-----------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
-----------------------------------------------------------------------------------------------------
Virginia -- 3.2%
5,000,000 BBB/Baa1 Chesapeake Bay Bridge and Tunnel
Common Virginia Revenue, 5.5%, 7/1/25 $ 5,491,200
1,500,000 NR/Baa1 Prince William County Virginia Industrial
Development Authority Hospital Revenue,
5.2%, 10/1/26 1,526,445
3,925,000 NR/Baa1 Prince William County Virginia Industrial
Development Authority Hospital Revenue,
5.35%, 10/1/36 3,944,507
13,990,000 BB-/B2 Tobacco Settlement Financing Corp.,
5.0%, 6/1/47 8,664,846
7,500,000 BBB+/Baa1 Washington County Industrial, 7.75%,
7/1/38 8,591,625
------------
$ 28,218,623
-----------------------------------------------------------------------------------------------------
Vermont -- 0.1%
1,295,000 NR/WR Vermont Educational & Health Buildings,
5.0%, 7/1/24 $ 1,148,769
------------
$ 1,148,769
-----------------------------------------------------------------------------------------------------
Washington -- 6.5%
4,255,000 A+/WR Centralia Washington Electric Revenue,
4.25%, 12/1/26 $ 4,357,333
10,000,000 AA/NR FYI Properties, 5.5%, 6/1/39 10,801,200
10,000,000 AAA/NR King County Washington Housing
Authority, 5.5%, 5/1/38 10,510,100
3,000,000 A+/Aa3 King County Washington Public Hospital,
5.25%, 12/1/37 3,142,860
10,500,000 BBB/Baa1 Tobacco Settlement Authority Washington,
6.625%, 6/1/32 10,712,100
5,600,000 AA+/Aaa University of Washington, 5.0%, 6/1/37 5,909,344
4,000,000 NR/A2 Washington Health Care Facilities
Authority, 6.5%, 11/15/33 4,209,920
2,500,000 NR/NR Washington State Housing, 5.25%,
1/1/17 2,149,525
5,000,000 AA+/Aa2 Washington State Health Care Facilities,
5.25%, 10/1/33 5,289,850
------------
$ 57,082,232
-----------------------------------------------------------------------------------------------------
Wisconsin -- 1.1%
1,430,000 NR/A1 Adams-Friendship School District, 6.5%,
4/1/16 $ 1,716,801
3,000,000 A+/NR Wisconsin Health & Educational Facilities
Authority, 5.125%, 8/15/35 3,046,830
4,505,000 NR/A3 Wisconsin State Health & Educational
Facilities Authority, 5.6%, 2/15/29 4,507,200
------------
$ 9,270,831
-----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 27
Schedule of Investments | 12/31/11 (continued)
-----------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (d) Ratings
Amount($) (unaudited) (unaudited) Value
-----------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost $799,039,419) $822,055,525
-----------------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 94.1%
(Cost $803,878,844) (a) $823,761,787
-----------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- 5.9% $ 51,622,762
-----------------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $875,384,549
===============================================================================================
+ Amount rounds to less than 0.1%.
* Non-income producing security.
NR Not rated by either S&P or Moody's.
WR Rating withdrawn by either S&P or Moody's.
(144A) Security is exempt from registration under Rule 144A of the Securities
Act of 1933. Such securities may be resold normally to qualified
institutional buyers in a transaction exempt from registration. At
December 31, 2011, the value of these securities amounted to $1,981,039
or 0.2% of total net assets.
(a) At December 31, 2011, the net unrealized gain on investments based on
cost for federal income tax purposes of $802,093,138 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $44,693,920
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (23,025,271)
-----------
Net unrealized gain $21,668,649
===========
(b) Security is issued with a zero coupon. Income is recognized through
accretion of discount.
(c) Pre-refunded bonds have been collateralized by U.S. Treasury securities
which are held in escrow and used to pay principal and interest on the
tax-exempt issue and to retire the bonds in full at the earliest
refunding date.
(d) Debt obligation with a variable interest rate. Rate shown is rate at
period end.
Purchases and sales of securities (excluding temporary cash investments) for
the year ended December 31, 2011 aggregated $117,870,541 and $217,664,279,
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.
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)
Generally, equity securities are categorized as Level 1, fixed income
securities and senior loans as Level 2 and securities valued using fair value
methods (other than prices supplied by independent pricing services) are
categorized as Level 3. See Notes to Financial Statements -- Note 1A.
The accompanying notes are an integral part of these financial statements.
28 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
The following is a summary of the inputs used as of December 31, 2011, in
valuing the Fund's assets:
------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
------------------------------------------------------------------------------
Common Stocks $1,706,262 $ -- $-- $ 1,706,262
Municipal Bonds -- 822,055,525 -- 822,055,525
------------------------------------------------------------------------------
Total $1,706,262 $822,055,525 $-- $823,761,787
==============================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 29
Statement of Assets and Liabilities | 12/31/11
ASSETS:
Investment in securities (cost $803,878,844) $823,761,787
Cash 4,485,984
Receivables --
Due from Custodian 40,000,000
Investment securities sold 240,000
Fund shares sold 1,378,512
Interest 11,914,844
Due from Pioneer Investment Management, Inc. 84,348
Other 49,272
---------------------------------------------------------------------
Total assets $881,914,747
---------------------------------------------------------------------
LIABILITIES:
Payables --
Investment securities purchased $ 4,491,392
Fund shares repurchased 841,661
Dividends 931,051
Due to affiliates 86,929
Accrued expenses 179,165
---------------------------------------------------------------------
Total liabilities $ 6,530,198
---------------------------------------------------------------------
NET ASSETS:
Paid-in capital $979,420,798
Undistributed net investment income 4,710,218
Accumulated net realized loss on investments (128,629,410)
Net unrealized gain on investments 19,882,943
---------------------------------------------------------------------
Total net assets $875,384,549
=====================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (Based on $767,290,060/57,262,859 shares) $ 13.40
Class B (Based on $4,364,398/328,027 shares) $ 13.30
Class C (Based on $37,834,128/2,846,680 shares) $ 13.29
Class Y (Based on $65,895,963/4,929,563 shares) $ 13.37
MAXIMUM OFFERING PRICE:
Class A ($13.40 [divided by] 95.5%) $ 14.03
=====================================================================
The accompanying notes are an integral part of these financial statements.
30 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
Statement of Operations
For the Year Ended 12/31/11
INVESTMENT INCOME:
Interest $46,730,343
--------------------------------------------------------------------------------------------
Total investment income $ 46,730,343
--------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 3,845,468
Transfer agent fees
Class A 322,346
Class B 5,989
Class C 9,526
Class Y 2,789
Distribution fees
Class A 1,828,649
Class B 54,145
Class C 339,066
Shareholder communication expense 330,000
Administrative reimbursements 244,087
Custodian fees 16,271
Registration fees 76,733
Professional fees 84,245
Printing expense 71,190
Fees and expenses of nonaffiliated trustees 29,913
Miscellaneous 119,702
--------------------------------------------------------------------------------------------
Total expenses $ 7,380,119
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. $ (380,407)
--------------------------------------------------------------------------------------------
Net expenses $ 6,999,712
--------------------------------------------------------------------------------------------
Net investment income $ 39,730,631
--------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments $ (17,705,612)
--------------------------------------------------------------------------------------------
Change in net unrealized loss on investments $ 69,621,476
--------------------------------------------------------------------------------------------
Net gain on investments $ 51,915,864
--------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 91,646,495
============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 31
Statement of Changes in Net Assets
Year Ended Year Ended
12/31/11 12/31/10
FROM OPERATIONS:
Net investment income $ 39,730,631 $ 39,669,249
Net realized gain (loss) on investments (17,705,612) 436,709
Change in net unrealized gain (loss) on investments 69,621,476 (25,243,454)
-------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 91,646,495 $ 14,862,504
-------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.60 and $0.59 per share, respectively) $(33,936,017) $(33,704,074)
Class B ($0.48 and $0.47 per share, respectively) (205,660) (366,881)
Class C ($0.49 and $0.48 per share, respectively) (1,307,520) (1,434,829)
Class Y ($0.63 and $0.63 per share, respectively) (3,220,838) (3,453,900)
-------------------------------------------------------------------------------------------
Total distributions to shareowners $(38,670,035) $(38,959,684)
-------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale or exchange of shares $123,935,441 $ 98,299,947
Shares issued in reorganization -- 417,600,371
Reinvestment of distributions 26,335,652 25,956,811
Cost of shares repurchased (200,773,983) (178,670,277)
-------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
Fund share transactions $(50,502,890) $363,186,852
-------------------------------------------------------------------------------------------
Net increase in net assets $ 2,473,570 $339,089,672
NET ASSETS:
Beginning of year 872,910,979 533,821,307
-------------------------------------------------------------------------------------------
End of year $875,384,549 $872,910,979
-------------------------------------------------------------------------------------------
Undistributed net investment income $ 4,710,218 $ 3,781,709
-------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
32 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
------------------------------------------------------------------------------------------------------
'11 Shares '11 Amount '10 Shares '10 Amount
------------------------------------------------------------------------------------------------------
Class A
Shares sold 7,716,963 $100,511,196 4,845,878 $ 64,335,468
Reinvestment of distributions 1,914,655 24,592,119 1,831,779 24,130,823
Shares issued in reorganization of
Pioneer Intermediate Tax Free
Income Fund -- -- 594,920 7,710,163
Shares issued in reorganization of
Pioneer Tax Free Income Fund -- -- 25,471,046 330,104,753
Less shares repurchased (11,998,627) (153,811,651) (10,393,855) (136,128,850)
------------------------------------------------------------------------------------------------------
Net increase (decrease) (2,367,009) $(28,708,336) 22,349,768 $290,152,357
======================================================================================================
Class B
Shares sold or exchanged 31,101 $ 393,652 48,182 $ 636,415
Reinvestment of distributions 13,290 168,365 20,361 266,522
Shares issued in reorganization of
Pioneer Tax Free Income Fund -- -- 605,286 7,790,030
Less shares repurchased (371,018) (4,637,405) (475,982) (6,224,798)
------------------------------------------------------------------------------------------------------
Net increase (decrease) (326,627) $ (4,075,388) 197,847 $ 2,468,169
======================================================================================================
Class C
Shares sold 715,343 $ 9,249,990 694,754 $ 9,078,265
Reinvestment of distributions 70,687 900,254 67,132 877,730
Shares issued in reorganization of
Pioneer Intermediate Tax Free
Income Fund -- -- 5,168 66,460
Shares issued in reorganization of
Pioneer Tax Free Income Fund -- -- 1,066,656 13,717,192
Less shares repurchased (1,032,237) (12,922,370) (810,400) (10,487,121)
------------------------------------------------------------------------------------------------------
Net increase (decrease) (246,207) $ (2,772,126) 1,023,310 $ 13,252,526
======================================================================================================
Class Y
Shares sold 1,066,581 $ 13,780,603 1,849,946 $ 24,249,799
Reinvestment of distributions 52,541 674,914 51,891 681,736
Shares issued in reorganization of
Pioneer Intermediate Tax Free
Income Fund -- -- 626,916 8,106,024
Shares issued in reorganization of
Pioneer Tax Free Income Fund -- -- 3,875,155 50,105,749
Less shares repurchased (2,329,142) (29,402,557) (1,974,866) (25,829,508)
------------------------------------------------------------------------------------------------------
Net increase (decrease) (1,210,020) $(14,947,040) 4,429,042 $ 57,313,800
======================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 33
Financial Highlights
-------------------------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/11 12/31/10
-------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 12.56 $ 12.86
-------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.62 $ 0.57
Net realized and unrealized gain (loss) on investments 0.82 (0.28)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.44 $ 0.29
Distributions to shareowners:
Net investment income (0.60) (0.59)
Net realized gain -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.84 $ (0.30)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 13.40 $ 12.56
=======================================================================================================
Total return* 11.73% 2.15%
Ratio of net expenses to average net assets+ 0.82% 0.82%
Ratio of net investment income to average net assets+ 4.77% 4.55%
Portfolio turnover rate 14% 18%
Net assets, end of period (in thousands) $767,290 $749,235
Ratios with no waiver of fees and assumption of expenses by the Adviser and
no reduction for fees paid indirectly:
Net expenses 0.87% 0.85%
Net investment income 4.72% 4.52%
Ratios with waiver of fees and assumption of expenses by the Adviser and
reduction for fees paid indirectly:
Net expenses 0.82% 0.82%
Net investment income 4.77% 4.55%
=======================================================================================================
---------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended
12/31/09 12/31/08 12/31/07
---------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 10.90 $ 13.50 $ 14.11
---------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.59 $ 0.60 $ 0.62
Net realized and unrealized gain (loss) on investments 1.99 (2.54) (0.42)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.58 $ (1.94) $ 0.20
Distributions to shareowners:
Net investment income (0.61) (0.59) (0.61)
Net realized gain (0.01) (0.07) (0.20)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.96 $ (2.60) $ (0.61)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.86 $ 10.90 $ 13.50
=====================================================================================================================
Total return* 24.01% (14.85)% 1.40%
Ratio of net expenses to average net assets+ 0.82% 0.82% 0.82%
Ratio of net investment income to average net assets+ 4.94% 4.66% 4.45%
Portfolio turnover rate 18% 27% 18%
Net assets, end of period (in thousands) $479,599 $353,257 $451,219
Ratios with no waiver of fees and assumption of expenses by the Adviser and
no reduction for fees paid indirectly:
Net expenses 0.88% 0.88% 0.85%
Net investment income 4.88% 4.60% 4.42%
Ratios with waiver of fees and assumption of expenses by the Adviser and
reduction for fees paid indirectly:
Net expenses 0.82% 0.82% 0.82%
Net investment income 4.94% 4.66% 4.45%
=====================================================================================================================
* Assumes initial investment at net asset value at the beginning of each period,
reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charges were taken into account.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
34 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
-------------------------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/11 12/31/10
-------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 12.48 $ 12.78
-------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.55 $ 0.46
Net realized and unrealized gain (loss) on investments 0.75 ( 0.29)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.30 $ 0.17
Distributions to shareowners:
Net investment income ( 0.48) ( 0.47)
Net realized gain -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.82 $ (0.30)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 13.30 $ 12.48
=======================================================================================================
Total return* 10.63% 1.25%
Ratio of net expenses to average net assets+ 1.72% 1.68%
Ratio of net investment income to average net assets+ 3.93% 3.68%
Portfolio turnover rate 14% 18%
Net assets, end of period (in thousands) $ 4,364 $ 8,169
Ratios with no waiver of fees and assumption of expenses by the Adviser and
no reduction for fees paid indirectly:
Net expenses 1.74% 1.68%
Net investment income 3.90% 3.68%
Ratios with waiver of fees and assumption of expenses by the Adviser and
reduction for fees paid indirectly:
Net expenses 1.72% 1.68%
Net investment income 3.93% 3.68%
=======================================================================================================
---------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended
12/31/09 12/31/08 12/31/07
---------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $10.83 $ 13.41 $14.03
---------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.50 $ 0.48 $ 0.48
Net realized and unrealized gain (loss) on investments 1.96 (2.52) (0.41)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.46 $ (2.04) $ 0.07
Distributions to shareowners:
Net investment income (0.50) (0.47) (0.49)
Net realized gain (0.01) (0.07) (0.20)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.95 $ (2.58) $(0.62)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.78 $ 10.83 $13.41
=====================================================================================================================
Total return* 22.97% (15.60%) 0.46%
Ratio of net expenses to average net assets+ 1.71% 1.72% 1.72%
Ratio of net investment income to average net assets+ 4.06% 3.76% 3.55%
Portfolio turnover rate 18% 27% 18%
Net assets, end of period (in thousands) $5,838 $ 5,286 $6,737
Ratios with no waiver of fees and assumption of expenses by the Adviser and
no reduction for fees paid indirectly:
Net expenses 1.71% 1.72% 1.78%
Net investment income 4.06% 3.76% 3.49%
Ratios with waiver of fees and assumption of expenses by the Adviser and
reduction for fees paid indirectly:
Net expenses 1.71% 1.72% 1.72%
Net investment income 4.06% 3.76% 3.55%
=====================================================================================================================
* Assumes initial investment at net asset value at the beginning of each period,
reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charges were taken into account.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 35
Financial Highlights (continued)
-------------------------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/11 12/31/10
-------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 12.46 $ 12.77
-------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.51 $ 0.47
Net realized and unrealized gain (loss) on investments 0.81 (0.30)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.32 $ 0.17
Distributions to shareowners:
Net investment income (0.49) (0.48)
Net realized gain -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.83 $ (0.31)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 13.29 $ 12.46
=======================================================================================================
Total return* 10.84% 1.26%
Ratio of net expenses to average net assets+ 1.61% 1.60%
Ratio of net investment income to average net assets+ 3.98% 3.78%
Portfolio turnover rate 14% 18%
Net assets, end of period (in thousands) $37,834 $ 38,548
Ratios with no waiver of fees and assumption of expenses by the Adviser and
no reduction for fees paid indirectly:
Net expenses 1.61% 1.60%
Net investment income 3.98% 3.78%
Ratios with waiver of fees and assumption of expenses by the Adviser and
reduction for fees paid indirectly:
Net expenses 1.61% 1.60%
Net investment income 3.98% 3.78%
=======================================================================================================
---------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended
12/31/09 12/31/08 12/31/07
---------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 10.83 $ 13.42 $ 14.02
---------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.47 $ 0.45 $ 0.45
Net realized and unrealized gain (loss) on investments 1.98 (2.48) (0.35)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.45 $ (2.03) $ 0.10
Distributions to shareowners:
Net investment income (0.50) (0.49) (0.50)
Net realized gain (0.01) (0.07) (0.20)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.94 $ (2.59) $ (0.60)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.77 $ 10.83 $ 13.42
=====================================================================================================================
Total return* 22.93% (15.56)% 0.67%
Ratio of net expenses to average net assets+ 1.64% 1.65% 1.58%
Ratio of net investment income to average net assets+ 4.08% 3.85% 3.66%
Portfolio turnover rate 18% 27% 18%
Net assets, end of period (in thousands) $26,422 $15,157 $12,620
Ratios with no waiver of fees and assumption of expenses by the Adviser and
no reduction for fees paid indirectly:
Net expenses 1.64% 1.65% 1.58%
Net investment income 4.08% 3.85% 3.66%
Ratios with waiver of fees and assumption of expenses by the Adviser and
reduction for fees paid indirectly:
Net expenses 1.64% 1.65% 1.58%
Net investment income 4.08% 3.85% 3.66%
=====================================================================================================================
* Assumes initial investment at net asset value at the beginning of each period,
reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charges were taken into account.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
36 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
-------------------------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/11 12/31/10
-------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 12.53 $ 12.84
-------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.67 $ 0.58
Net realized and unrealized gain (loss) on investments 0.80 (0.26)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.47 $ 0.32
Distributions to shareowners:
Net investment income (0.63) (0.63)
Net realized gain -- --
-------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.84 $ (0.31)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 13.37 $ 12.53
=======================================================================================================
Total return* 12.04% 2.34%
Ratio of net expenses to average net assets+ 0.55% 0.55%
Ratio of net investment income to average net assets+ 5.04% 4.81%
Portfolio turnover rate 14% 18%
Net assets, end of period (in thousands) $65,896 $76,959
Ratios with no waiver of fees and assumption of expenses by the Adviser and
no reduction for fees paid indirectly:
Net expenses 0.57% 0.55%
Net investment income 5.02% 4.80%
Ratios with waiver of fees and assumption of expenses by the Adviser and
reduction for fees paid indirectly:
Net expenses 0.55% 0.55%
Net investment income 5.04% 4.81%
=======================================================================================================
---------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended
12/31/09 12/31/08 12/31/07
---------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 10.89 $ 13.48 $ 14.09
---------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.63 $ 0.62 $ 0.67
Net realized and unrealized gain (loss) on investments 1.96 (2.51) (0.44)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.59 $ (1.89) $ 0.23
Distributions to shareowners:
Net investment income (0.63) (0.63) (0.64)
Net realized gain (0.01) (0.07) (0.20)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.95 $ (2.59) $ (0.61)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.84 $ 10.89 $ 13.48
=====================================================================================================================
Total return* 24.22% (14.56)% 1.67%
Ratio of net expenses to average net assets+ 0.58% 0.58% 0.54%
Ratio of net investment income to average net assets+ 5.17% 4.90% 4.73%
Portfolio turnover rate 18% 27% 18%
Net assets, end of period (in thousands) $21,963 $18,571 $23,331
Ratios with no waiver of fees and assumption of expenses by the Adviser and
no reduction for fees paid indirectly:
Net expenses 0.58% 0.58% 0.54%
Net investment income 5.17% 4.90% 4.73%
Ratios with waiver of fees and assumption of expenses by the Adviser and
reduction for fees paid indirectly:
Net expenses 0.58% 0.58% 0.54%
Net investment income 5.17% 4.90% 4.73%
=====================================================================================================================
* 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 assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 37
Notes to Financial Statements | 12/31/11
1. Organization and Significant Accounting Policies
Pioneer AMT-Free Municipal Fund (the Fund) is one of two series comprising
Pioneer Series Trust II, a Delaware statutory trust. The Fund is registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to seek a high
level of current income exempt from federal income tax as is consistent with
the relative stability of capital.
The Fund offers four classes of shares designated as Class A, Class B, Class C
and Class Y shares. Effective as of the close of business on December 31, 2009,
Class B shares are no longer offered to new or existing shareholders, except
that dividends and/or capital gain distributions may continue to be reinvested
in Class B shares, and shareholders may exchange their Class B shares for Class
B shares of other Pioneer funds, as permitted by existing exchange privileges.
Each class of shares represents an interest in the same portfolio of
investments of the Fund and has identical rights (based on relative net asset
values) to assets and liquidation proceeds. Share classes can bear different
rates of class-specific fees and expenses such as transfer agent and
distribution fees. Differences in class-specific fees and expenses will result
in differences in net investment income and, therefore, the payment of
different dividends from net investment income earned by each class. The
Amended and Restated Declaration of Trust of the Fund gives the Board the
flexibility to specify either per share voting or dollar-weighted voting when
submitting matters for shareholder approval. Under per share voting, each share
of a class of the Fund is entitled to one vote. Under dollar-weighted voting, a
shareholder's voting power is determined not by the number of shares owned, but
by the dollar value of the shares on the record date. Each share class has
exclusive voting rights with respect to matters affecting only that class,
including with respect to the distribution plan for that class. There is no
distribution plan for Class Y shares. Class B shares convert to Class A shares
approximately eight years after the date of purchase.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Fund to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses, and gain or loss on investments during the
reporting period. Actual results could differ from those estimates.
38 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. Fixed income
securities with remaining maturity of more than sixty days are valued at
prices supplied by independent pricing services, which consider such factors
as market prices, market events, quotations from one or more brokers,
Treasury spreads, yields, maturities and ratings. Valuations may be
supplemented by dealers and other sources, as required. Equity securities
that have traded on an exchange are valued at the last sale price on the
principal exchange where they are traded. Equity securities that have not
traded on the date of valuation, or securities for which sale prices are not
available, generally are valued using the mean between the last bid and asked
prices. Short-term fixed income securities with remaining maturities of sixty
days or less generally are valued at amortized cost.
Securities for which independent pricing services are unable to supply prices
or for which market prices and/or quotations are not readily available or are
considered to be unreliable are valued using fair value methods pursuant to
procedures adopted by the Board of Trustees. 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. Examples of a significant event
might include political or economic news, corporate restructurings, natural
disasters, terrorist activity or trading halts. Thus, the valuation of the
Fund's securities may differ from exchange prices.
At December 31, 2011, no securities were valued using fair value methods
(other than securities 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.
Discount and premium on debt securities are accreted or amortized,
respectively, daily into interest income on a yield-to-maturity basis over
the life of the respective security with a corresponding increase or decrease
in the cost basis of the security. Interest income, including interest on
income bearing cash accounts, is recorded on the accrual basis.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 39
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
federal and state tax authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal income
tax rules. Therefore, the sources of the Fund's distributions may be shown in
the accompanying financial statements as from or in excess of net investment
income or as from net realized gain on investment transactions, or as from
paid-in capital, depending on the type of book/tax differences that may
exist.
At December 31, 2011, the Fund reclassified $1,718,657 to decrease
accumulated net realized loss on investments, $132,087 to decrease
undistributed net investment income and $1,586,570 to decrease paid-in
capital to reflect permanent book/tax differences. The reclassification has
no impact on the net asset value of the Fund and is designed to present the
Fund's capital accounts on a tax basis.
At December 31, 2011, the Fund was permitted to carry forward indefinitely
$2,285,657 of short term losses and $5,497,581 of long term losses under the
Regulated Investment Company Modernization Act of 2010 without limitation.
Additionally, at December 31, 2011, the Fund had a net capital loss
carryforward of $110,426,562 of which the following amounts will expire
between 2014 and 2017 if not utilized: $61,017,188 in 2014, $4,164,490 in
2015, $31,743,687 in 2016 and $13,501,197 in 2017. Since new losses are
required to be utilized prior to losses incurred in pre-enactment tax years,
pre-enactment capital loss carryforwards may be more likely to expire unused.
Included in this amount is $102,354,489 of capital losses which, as a result
of the reorganization with Pioneer Tax Free Income Fund on March 5, 2010 may
be subject to limitations imposed by the Internal Revenue Code.
The Fund has elected to defer $10,419,610 of capital losses recognized
between November 1, 2011 and December 31, 2011 to its fiscal year ending
December 31, 2012.
40 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
The tax character of distributions paid during the years ended December 31,
2011 and December 31, 2010 was follows:
-----------------------------------------------------------
2011 2010
-----------------------------------------------------------
Distributions paid from:
Ordinary income $ 649,938 $ 970,116
Tax-exempt income 38,020,097 37,989,568
Long-term capital gain -- --
-----------------------------------------------------------
Total $38,670,035 $38,959,684
===========================================================
The following shows the components of distributable earnings on a federal
income tax basis at December 31, 2011:
------------------------------------------------------------
2011
------------------------------------------------------------
Distributable earnings:
Undistributed tax-exempt income $ 2,924,512
Capital loss carryforward (118,209,800)
Current year post-October loss deferred (10,419,610)
Unrealized appreciation 21,668,649
------------------------------------------------------------
Total $(104,036,249)
============================================================
The difference between book basis and tax basis appreciation is attributable
to the tax treatment of premium and amortization.
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 $44,582 in underwriting commissions on the sale of Class A shares year
ended December 31, 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 and Class C shares of the Fund, respectively
(see Note 4). Class Y shares do not pay distribution fees. All expenses and
fees paid to the transfer agent, Pioneer Investment Management Shareholder
Services, Inc. (PIMSS), for its services are allocated among the classes of
shares based on the number of accounts in each class and the ratable
allocation of related out-of-pocket expenses (see Note 3).
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 41
The Fund declares as daily dividends substantially all of its net investment
income. All dividends are paid on a monthly basis. Short-term capital gain
distributions, if any, may be declared with the daily dividends.
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class B, Class C and Class Y shares
can reflect different transfer agent and distribution expense rates.
E. Risks
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.
2. Management Agreement
Pioneer Investment Management, Inc. (PIM), a wholly owned indirect subsidiary
of UniCredit, manages the Fund's portfolio. Management fees are calculated
daily at the annual rate of 0.50% of the Fund's average daily net assets up to
$250 million; 0.45% of the next $500 million; and 0.40% of the excess over $750
million. For the year ended December 31, 2011, the effective management fee
(excluding waivers and/or assumption of expenses) was equivalent to 0.46% of
the Fund's average daily net assets.
PIM has contractually agreed to limit ordinary operating expenses of the Fund
to the extent required to reduce Fund expenses to 0.82%, 1.72%, 1.72% and 0.55%
of the average daily net assets attributable to Class A, Class B, Class C and
Class Y shares, respectively. Fees waived and expenses reimbursed during the
year ended December 31, 2011 are reflected on the Statement of Operations.
These expense limitations are in effect through June 1, 2013. There can be no
assurance that PIM will extend the expense limit agreement for a class of
shares beyond the date referred to above.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$23,237 in management fees, administrative costs and certain other
reimbursements payable to PIM at December 31, 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.
42 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts.
For the year ended December 31, 2011, such out-of-pocket expenses by class of
shares were as follows:
----------------------------------------------
Shareholder Communications:
----------------------------------------------
Class A $288,324
Class B 5,202
Class C 14,658
Class Y 21,816
----------------------------------------------
Total $330,000
==============================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $50,931 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at December 31, 2011.
4. Distribution Plan
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B and Class C
shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net
assets attributable to Class A shares as compensation for personal services
and/or account maintenance services or distribution services with regard to
Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of the
average daily net assets attributable to Class B and Class C shares. The fee
for Class B and Class C shares consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class
C shares. Included in "Due to affiliates" reflected on the Statement of Assets
and Liabilities is $12,761 in distribution fees payable to PFD at December 31,
2011.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 12 months of purchase. Class B shares that are redeemed within five
years of purchase are subject to a CDSC at declining rates beginning at 4.00%,
based on the lower of cost or market value of shares being redeemed.
Redemptions of Class C shares within one year of purchase are subject to a CDSC
of 1.00%, based on the lower of cost or market value of shares being redeemed.
Shares purchased as part of an exchange remain subject to any CDSC that applied
to the original purchase of those shares. There is no CDSC for Class Y shares.
Proceeds from the CDSCs are paid to PFD. For the year ended December 31, 2011,
CDSCs in the amount of $26,976 were paid to PFD.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 43
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses due to interest earned
on cash held by PIMSS. For the year ended December 31, 2011, the Fund's
expenses were not reduced under such arrangements.
6. Line of Credit Facility
As of December 31, 2011, the Fund, along with certain other funds in the
Pioneer Family of Funds (the Funds), participated in a $165 million committed,
unsecured revolving line of credit facility. Borrowings were used solely for
temporary or emergency purposes. The Fund was permitted to 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 was
payable at a negotiated rate which varies depending upon the type of loan. The
Funds paid an annual commitment fee for this facility. The commitment fee was
allocated among participating Funds based on an allocation schedule set forth
in the credit agreement. For the year ended December 31, 2011, the Fund had no
borrowings under this agreement.
7. Reorganization Information
Each of Pioneer Tax Free Income Fund and Pioneer Intermediate Tax Free Income
Fund was reorganized into Pioneer AMT-Free Municipal Fund on March 5, 2010. The
purpose of this transaction was to combine three funds (managed by PIM) with
similar investment objectives and strategies. This tax-free reorganization was
accomplished by exchanging the assets and liabilities of each of Pioneer Tax
Free Income Fund and Pioneer Intermediate Tax Free Income Fund for shares of
Pioneer AMT-Free Municipal Fund. Shareowners holding Class A, Class B, Class C
and Class Y shares of Pioneer Tax Free Income Fund received Class A, Class B,
Class C and Class Y shares, respectively, of Pioneer AMT-Free Municipal Fund in
the reorganization. Shareowners holding Class A, Class C and Class Y shares of
Pioneer Intermediate Tax Free Income Fund received Class A, Class C and Class Y
shares, respectively, of Pioneer AMT-Free Municipal Fund in the reorganization.
The investment portfolio of Pioneer Tax Free Income Fund, with a value of
$379,164,310 and an identified cost of $406,499,798 at March 5, 2010 and the
investment portfolio of Pioneer Intermediate Tax Free Income Fund, with a value
of $15,394,263 and an identified cost of $14,594,363 at March 5, 2010, were the
principal assets acquired by Pioneer AMT-Free Municipal Fund in the respective
reorganizations. For financial reporting purposes, assets received by Pioneer
AMT-Free Municipal Fund were valued using prices supplied by independent
pricing services and shares issued by Pioneer AMT-Free Municipal Fund were
recorded at net asset value; however, the cost basis of the investments
received from Pioneer Tax Free Income Fund and Pioneer Intermediate Tax Free
Income Fund were carried forward to align ongoing reporting of
44 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
Pioneer AMT-Free Municipal Fund's realized and unrealized gains and losses with
amounts distributable to shareowners for tax purposes. The following charts
show the details of the reorganization as of that Closing Date:
---------------------------------------------------------------------------------------------------------------
Pioneer
Intermediate
Pioneer AMT-Free Pioneer Tax Free Tax Free Pioneer AMT-Free
Municipal Fund Income Fund Income Fund Municipal Fund
(Pre-Reorganization) (Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
---------------------------------------------------------------------------------------------------------------
Net Assets
Class A $476,945,445 $330,104,753 $ 7,710,163 $814,760,361
Class B $ 5,413,460 $ 7,790,030 $ -- $ 13,203,490
Class C $ 26,433,776 $ 13,717,192 $ 66,460 $ 40,217,428
Class Y $ 22,111,557 $ 50,105,749 $ 8,106,024 $ 80,323,330
---------------------------------------------------------------------------------------------------------------
Total Net Assets $530,904,238 $401,717,724 $15,882,647 $948,504,609
---------------------------------------------------------------------------------------------------------------
Shares
Outstanding
Class A 36,814,211 31,542,771 805,790 62,880,177
Class B 420,588 749,140 -- 1,025,874
Class C 2,055,785 1,330,179 6,939 3,127,609
Class Y 1,710,161 4,805,238 847,542 6,212,232
Exchange Exchange Shares Issued in
Ratio Ratio Reorganization
Class A 0.0772 0.0772 26,065,966
Class B 0.0777 -- 605,286
Class C 0.0778 0.0778 1,071,824
Class Y 0.0773 0.0773 4,502,071
------------------------------------------------------------------------------------
Unrealized
Appreciation Accumulated
(Depreciation) On Gain (Loss) On
Closing Date Closing Date
------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund $(27,335,488) $(111,461,671)
Pioneer Intermediate Tax Free Income Fund $ 799,900 $ 322,967
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 45
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust II and
Shareowners of Pioneer AMT-Free Municipal Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
AMT-Free Municipal Fund, one of the series comprising the Pioneer Series Trust
II (the "Trust"), including the schedule of investments, as of December 31,
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 Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. We were not engaged to perform an audit of the Trust's internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Trust's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our procedures included
confirmation of securities owned as of December 31, 2011, by correspondence
with the custodian or brokers or by other appropriate auditing procedures where
replies from brokers were not received. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer AMT-Free Municipal Fund of the Pioneer Series Trust II at December 31,
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 financial
highlights for each of the periods indicated therein, in conformity with U.S.
generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 22, 2012
46 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
ADDITIONAL INFORMATION (unaudited)
The percentage of the Fund's ordinary income distributions that are exempt from
nonresident alien (NRA) tax withholding resulting from qualified interest
income was 99.65%.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 47
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer AMT-Free Municipal Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether
to renew the investment advisory agreement for the Fund.
The contract review process began in March 2011 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the
process. In July 2011, the Trustees approved the format of the contract review
materials and submitted their formal request to PIM to furnish information
necessary to evaluate the terms of the investment advisory agreement. The
contract review materials were provided to the Trustees in July 2011 and
September 2011. After reviewing and discussing the materials, the Trustees
submitted a request for additional information to PIM, and materials were
provided in response to this request. Meetings of the Independent Trustees of
the Fund were held in July, September, October, and November, 2011 to review
and discuss the contract review materials. In addition, the Trustees took into
account the information related to the Fund provided to the Trustees at each
regularly scheduled meeting.
At a meeting held on November 29, 2011, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for
the Fund, its research process and its process for trade execution. The
Trustees considered the resources of PIM and the personnel of PIM who provide
investment management services to the Fund. The Trustees considered the
non-investment resources and personnel of PIM involved in PIM's services to the
Fund, including PIM's compliance and legal resources and personnel. The
Trustees also considered the substantial attention and high priority given by
PIM's senior management to the Pioneer fund complex. In addition, the Trustees
considered PIM's plans to increase resources in its investment management
function and other enhancements to PIM's advisory capabilities.
48 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including Fund
officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Fund were
satisfactory and consistent with the terms of the investment advisory
agreement.
Performance of the Fund
The Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
performance of its peer group of funds as classified by Morningstar, Inc.
(Morningstar), an independent provider of investment company data, and with the
performance of the Fund's benchmark index. The Trustees considered that the
Fund's annualized total return was in the third quintile of its Morningstar
category for the one, three and five year periods ended June 30, 2011. (In all
quintile rankings referred to throughout this disclosure, first quintile is
most favorable to the Fund's shareowners. Thus, highest relative performance
would be first quintile and lowest relative expenses would also be first
quintile.) The Trustees also considered that the Fund's twelve month average
gross portfolio yield (using month end 30 day effective yields) exceeded the
twelve month average yield of the Fund's benchmark index. The Trustees
concluded that the investment performance of the Fund was satisfactory.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund
in comparison to the management fees and expense ratios of its peer group of
funds as classified by Morningstar and also to the expense ratios of a peer
group of funds selected on the basis of criteria determined by the Independent
Trustees for this purpose using data provided by Strategic Insight Mutual Trust
Research and Consulting, LLC (Strategic Insight), an independent third party.
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2011 was in the third quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period.
The Trustees noted that the Fund's total net assets as of June 30, 2011 were in
excess of the last breakpoint in the management fee schedule. The Trustees
considered information that showed that the current management fee schedule for
the Fund would remain competitive at higher asset levels. The Trustees
considered that the Fund's expense ratio for the twelve months ended June 30,
2011
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 49
was in the fourth quintile relative to its Strategic Insight peer group for the
comparable period. The Trustees considered the impact of non-management fee
expenses on the Fund's expense ratio compared to the non-management fee
expenses of the Fund's peers and that the Fund's expense ratio was
approximately five basis points over the median expense ratio of its peer
group.
The Trustees reviewed gross and net management fees charged by PIM to its
institutional and other clients, including publicly offered European funds,
U.S. registered investment companies (in a sub-advisory capacity), and
unaffiliated foreign and domestic separate accounts. The Trustees also
considered PIM's costs in providing services to the Fund and to its other
clients and considered the differences in management fees and profit margins
for PIM's Fund and non-Fund services. In evaluating the fees associated with
PIM's client accounts, the Trustees took into account the respective demands,
resources and complexity associated with the Fund and client accounts. The
Trustees noted that in some instances the fee rates for those clients were
lower than the management fee for the Fund and considered that, under the
investment advisory agreement with the Fund, PIM performs additional services
for the Fund that it does not provide to those other clients or services that
are broader in scope, including oversight of the Fund's other service providers
and activities related to compliance and the extensive regulatory and tax
regimes to which the Fund is subject. The Trustees also considered the
different entrepreneurial risks associated with PIM's management of the Fund
and the other client accounts. The Trustees concluded that the management fee
payable by the Fund to PIM was reasonable in relation to the nature and quality
of the services provided by PIM.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Fund in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
concluded that PIM's profitability with respect to the management of the Fund
was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in
connection with the Pioneer Funds as fund assets grow and the extent to which
any such economies of scale are shared with funds and fund shareholders. The
Trustees recognize that economies of scale are difficult to identify and
quantify, rarely identifiable on a Fund-by-Fund basis, and that, among other
factors that
50 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
may be relevant, are the following: fee levels, expense subsidization,
investment by PIM in research and analytical capabilities and PIM's commitment
and resource allocation to the Funds. The Trustees noted that profitability
also may be an indicator of the availability of any economies of scale,
although profitability may vary for other reasons particularly, for example
during the recent difficult periods for financial markets, as the level of
services was maintained notwithstanding a significant decline in PIM's fee
revenues from the Funds. Accordingly, the Trustees concluded that economies of
scale, if any, were being appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with
the Fund. The Trustees considered the character and amount of fees paid by the
Fund, other than under the investment advisory agreement, for services provided
by PIM and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. The Trustees
considered the intangible benefits to PIM by virtue of its relationship with
the Fund and the other Pioneer funds. The Trustees concluded that the receipt
of these benefits was reasonable in the context of the overall relationship
between PIM and the Fund.
Conclusion
After consideration of the factors described above as well as other factors,
the Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 51
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at 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, except
Mr. West, serves as a trustee of each of the 55 U.S. registered investment
portfolios for which Pioneer serves as investment adviser (the "Pioneer
Funds"). Mr. West serves as a trustee of 44 U.S. registered investment
portfolios for which Pioneer serves as investment adviser. The address for all
Trustees and all officers of the Fund is 60 State Street, Boston, Massachusetts
02109.
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.
52 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
Interested Trustees
--------------------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
--------------------------------------------------------------------------------
John F. Cogan, Jr. (85)* 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 (53)* Trustee and Executive Trustee since 2007.
Vice President Serves until a successor
trustee is elected or
earlier retirement or
removal.
--------------------------------------------------------------------------------
Interested Trustees
---------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by this Trustee
---------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (85)* 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) (until October 2011);
President and a director of Pioneer Alternative Investment Man-
agement (Bermuda) Limited and affiliated funds; Deputy Chair-
man and a director of Pioneer Global Asset Management S.p.A.
("PGAM") (until April 2010); Director of PIOGLOBAL Real Estate
Investment Fund (Russia) (until June 2006); Director of Nano-C,
Inc. (since 2003); Director of Cole Management Inc. (2004 -
2011); Director of Fiduciary Counseling, Inc. (until December
2001); 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 (53)* Director, CEO and President of PIM-USA (since February 2007); None
Director and President of Pioneer and Pioneer Institutional Asset
Management, Inc. (since February 2007); Executive Vice Presi-
dent of all of the Pioneer Funds (since March 2007); Director of
PGAM (2007 - 2010); Head of New Europe Division, PGAM
(2000 - 2005); and Head of New Markets Division, PGAM
(2005 - 2007)
---------------------------------------------------------------------------------------------------------------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are officers
or directors of the Fund's investment adviser and certain of its affiliates.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 53
Independent Trustees
---------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
---------------------------------------------------------------
David R. Bock (68) 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.
Independent Trustees
--------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by this Trustee
--------------------------------------------------------------------------------------------------------------------------
David R. Bock (68) Managing Partner, Federal City Capital Advisors (corporate Director of Enterprise
advisory services company) (1997 - 2004 and 2008 - present); Community 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. (2008
Vice President and Chief Financial Officer, Pedestal Inc. (internet- - present); Director of The
based mortgage trading company) (2000 - 2002) Swiss Helvetia Fund, Inc.
(closed-end fund) (2010 -
present); and Director of
New York Mortgage Trust
(publicly traded mortgage
REIT) (2004 - 2009,
2012 - present)
--------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (63) Chairman, Bush International, LLC (international financial Director of Marriott
advisory firm) (1991 - present); Senior Managing Director, International, Inc. (2008 -
Brock Capital Group, LLC (strategic business advisors) (2010 - present); Director of
present); Managing Director, Federal Housing Finance Board Discover Financial Services
(oversight of Federal Home Loan Bank system) (1989 - 1991); (credit card issuer and
Vice President and Head of International Finance, Federal electronic 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)
(2006 - 2010); Director of
54 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
--------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age With the Fund and Term of Office Principal Occupation Held by this Trustee
--------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (62) (continued) ManTech International
Corporation (national
security, defense, and
intelligence technology firm)
(2006 - present); Member,
Board of Governors,
Investment Company Institute
(2007 - present); Member,
Board of Governors,
Independent Directors Council
(2007 - present); Former
Director of Brady Corporation
(2000 - 2007); Former
Director of Mortgage Guaranty
Insurance 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)
--------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 55
Independent Trustees (continued)
----------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
----------------------------------------------------------------------
Benjamin M. Friedman (67) Trustee Trustee since 2008.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
----------------------------------------------------------------------
Margaret B.W. Graham (64) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
----------------------------------------------------------------------
Thomas J. Perna (61) Trustee Trustee since 2006.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
----------------------------------------------------------------------
Marguerite A. Piret (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 this Trustee
------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (67) 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
complex) (1989 - 2008)
------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (64) Founding Director, Vice President and Corporate Secretary, None
The Winthrop Group, Inc. (consulting firm) (1982 - present);
Desautels Faculty of Management, McGill University (1999 -
present); and Manager of Research Operations and
Organizational Learning, Xerox PARC, Xerox's Advance
Research Center (1990 - 1994)
------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (61) Chairman and Chief Executive Officer, Quadriserv, Inc. Director, Broadridge Financial
(technology products for securities lending industry) Solutions, Inc. (investor
(2008 - present); private investor (2004 - 2008); and communications and securities
Senior Executive Vice President, The Bank of New York processing provider for
(financial and securities services) (1986 - 2004) financial services industry)
(2009 - present); and
Director, Quadriserv, Inc.
(2005 - present)
------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (63) 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
Governors, Investment Company
Institute (2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------
56 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
-----------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
-----------------------------------------------------------------
Stephen K. West (83) Trustee Trustee since 2008.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
-----------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by this Trustee
----------------------------------------------------------------------------------------------------------------------
Stephen K. West (83) Senior Counsel, Sullivan & Cromwell LLP (law firm) (1998 - Director, The Swiss Helvetia
present); and Partner, Sullivan & Cromwell LLP (prior to 1998) Fund, Inc. (closed-end
investment company); and
Director, AMVESCAP, PLC
(investment manager)
(1997 - 2005)
----------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11 57
Fund Officers
-------------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
-------------------------------------------------------------------------
Christopher J. Kelley (47) 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 (49) Assistant Secretary Since 2010. Serves at
the discretion of the
Board.
-------------------------------------------------------------------------
Mark E. Bradley (52) 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.
-------------------------------------------------------------------------
Fund Officers
-----------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by this Officer
-----------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (47) 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 (49) 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 (52) 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; and Assistant Treasurer of all of the Pioneer
Funds from March 2004 to February 2008
-----------------------------------------------------------------------------------------------------------------------
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 and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
-----------------------------------------------------------------------------------------------------------------------
58 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
----------------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
----------------------------------------------------------------------------
David F. Johnson (32) Assistant Treasurer Since 2009. Serves at
the discretion of the
Board.
----------------------------------------------------------------------------
Jean M. Bradley (59) 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 (32) 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 (59) 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 AMT-Free Municipal Fund | Annual Report | 12/31/11 59
This page for your notes.
60 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/11
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:
--------------------------------------------------------------------------------
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 www.sec.gov. The filed form may also be viewed and copied at the
Commission's Public Reference Room in Washington, DC. Information regarding the
operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
--------------------------------------------------------------------------------
Pioneer Growth
Opportunities Fund
--------------------------------------------------------------------------------
Annual Report | December 31, 2011
--------------------------------------------------------------------------------
Ticker Symbols:
Class A PGOFX
Class B GOFBX
Class C GOFCX
Class R PGRRX
Class Y GROYX
[LOGO]PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 24
Notes to Financial Statements 33
Report of Independent Registered Public Accounting Firm 42
Approval of Investment Advisory Agreement 43
Trustees, Officers and Service Providers 47
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 1
President's Letter
Dear Shareowner,
Last year was difficult for investors, although bond investors experienced a
much smoother ride than equity investors. The year was characterized by
higher-than-usual volatility in the equity markets triggered by a series of
major events, including the nuclear disaster in Japan, the European financial
crisis, and political gridlock in Washington D.C. The Standard & Poor's 500
Index dropped 21% from its May high to its October low, only to finish the year
virtually flat. The Barclays Capital Aggregate Bond Index, by contrast, was up
7.8% for the year.
As we ended 2011, some positive trends were developing in the U.S. economy.
Consumption, the most important driver of economic growth, rose 2.3% in the
fourth quarter, up nicely from 0.7% in the second and third quarters. Year-
over-year retail sales grew 4% over the last six months of 2011, and auto sales
reached their highest level of the year. There were improvements in broad
economic data, including employment and rising consumer confidence. Initial
jobless claims trended in the right direction, with the final weekly report of
2011 falling to a three-and-a-half year low.
While we expect moderate economic growth in the U.S. in 2012, there are still
reasons for investors to remain cautious. The central issue remains Europe,
which faces weak or possibly declining economic growth. The greatest risk to our
outlook for 2012 is the possible contagion effects of the European
sovereign-debt and banking crises. The European Union must find a comprehensive
solution that includes ensuring funding for troubled sovereigns, achieving
workable fiscal and economic integration, and improving labor competitiveness in
southern Europe. Further setbacks in Europe could lead to further market
volatility, while tangible progress could help the equity markets make up last
year's lackluster results.
Pioneer's investment professionals focus on finding good opportunities to invest
in both equity and bond markets using the same disciplined investment approach
we have used since 1928. Our strategy 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
2 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
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
us.pioneerinvestments.com. We greatly appreciate your trust in us and we thank
you for investing with Pioneer.
* Diversification does not assure a profit or protect against loss in a
declining market.
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 opinion as of the date of this report. These statements should not
be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 3
Portfolio Management Discussion | 12/31/11
In the following interview, Brian Stack, senior vice president and portfolio
manager at Pioneer, discusses the factors that influenced the performance of
Pioneer Growth Opportunities Fund during the 12-month period ended December 31,
2011. Mr. Stack is responsible for the daily management of the Fund.
Q How did the Fund perform during the 12 months ended December 31, 2011?
A Pioneer Growth Opportunities Fund Class A shares returned -2.53% at net
asset value during the 12 months ended December 31, 2011, while the Fund's
benchmark, the Russell 2000 Growth Index (the Russell Index), returned
-2.91%. During the same 12-month period, the average return of the 507
mutual funds in Lipper's Small Cap Growth Funds category was -3.35%.
The Fund employs a "growth at a reasonable price" (GARP) discipline. The
Fund targets companies that we believe are attractively priced, with above-
average growth potential, defensible business models, solid competitive
positions, and innovative products or other growth drivers that can
prevail, even in an uncertain economic environment.
Q How would you characterize the investment environment during the 12 months
ended December 31, 2011, and the Fund's performance in that environment?
A The past 12 months was a difficult period for small-cap investors. The
eurozone crisis and domestic political uncertainties weighed on investor
sentiment, causing correlations among individual stocks to move to all-time
highs. In other words, stocks were generally moving together in response to
daily news events, rather than moving based on company-specific
fundamentals. For bottom-up, stock-picking strategies such as the one we
use in selecting the Fund's holdings, the investment environment over the
12-month period proved to be challenging and sometimes frustrating. Despite
the potential headwinds, the Fund's performance, while negative for the
full year ended December 31, 2011, did manage to outpace the performance of
the Russell Index and the Fund's Lipper peers.
As has typically been the case over time, individual stock selection (as
opposed to industry allocations) drove the Fund's outperformance of the
Russell Index over the 12-month period. Stock-picking was particularly
strong in the information technology, health care (biotechnology/
pharmaceuticals), and energy sectors. Part of the success reflected the
fact that six of the Fund's holdings were acquired by larger entities. The
list of
4 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
acquired companies included Brigham Exploration, Petrohawk Energy, NetLogic
Microsystems, Radiant Systems, SuccessFactors and DemandTec. We don't
invest the Fund's assets with the specific goal of finding takeover
targets, but our GARP approach often leads us to purchase fast-growing,
undervalued companies whose merits are eventually recognized in either the
public or private markets.
Q What other factors helped the Fund's relative performance during the 12
months ended December 31, 2011?
A The Fund's 12-month relative performance was helped by two elements of our
sector positioning decisions: an overweight to information technology, a
sector which outperformed, and an underweight to materials, which lagged
sharply before rebounding in the fourth quarter of 2011. In addition, a
number of Fund holdings delivered strong performance due to
company-specific developments. One of the Fund's leading performers during
the 12-month period was Cubist Pharmaceuticals, a biopharmaceutical company
that resolved a patent challenge to its flagship antibiotic drug. Other
contributors in health care were Abiomed, a medical device maker whose
shares surged after the release of strong clinical data for its innovative
heart pump, and Salix Pharmaceuticals, which received favorable data about
one of its key developmental drugs.
In the consumer discretionary sector, Fund holding Green Mountain Coffee
Roasters posted strong returns, reflecting the extremely strong consumer
adoption of its Keurig single-cup brewing system. We sold the Fund's
position in Green Mountain in the late summer of 2011, when the shares
reached our price target. The sale proved timely, as the shares
subsequently declined significantly due to investor concerns about
potential inventory problems at the company.
Q What aspects of the Fund's positioning hurt relative performance during the
12 months ended December 31, 2011?
A The Fund's relatively defensive positioning hurt performance early in the
fiscal year, when an underweight to consumer discretionary stocks --
particularly retailers -- detracted from returns. The Fund's positioning in
the sector actually contributed to stronger performance during the second
and third quarters, but once again detracted from performance during the
final three months of the Fund's fiscal year. During the final quarter of
the Fund's fiscal year, investor sentiment turned more aggressive and so
the performance of stocks in sectors that are more economically sensitive,
such as energy, materials, and industrials, received a boost.
Among individual stocks owned by the Fund, the notable detractors during
the fiscal year ended December 31, 2011, were ExamWorks, Amaren, and
Entropic Communications.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 5
ExamWorks, a health care services company that conducts medical exams on
behalf of insurance companies, experienced weaker organic growth, and we
eliminated the stock from the Fund's portfolio. Amaren's lead asset
(AMR101) improves the treatment of cardiovascular diseases by lowering
triglycerides. AMR101 has completed two phase-III studies with outstanding
clinical data. The company is currently awaiting FDA approval, which is
expected later this year. The stock appreciated sharply after completing
its clinical trials, then declined materially on concerns that AMR101 would
enjoy patent exclusivity only until 2015. However, Amaren has filed for
additional patents that would extend such exclusivity through 2028. We
believe that the patents will be approved, and that the stock price more
than factors in a 2015 patent expiration scenario. We view the risk/reward
profile to be exceptionally attractive, and so we continue to hold Amaren
in the Fund's portfolio. Entropic, which designs, develops, and sells
semiconductors that enable cable operators to network homes for digital
entertainment, lost ground during the 12-month period on concerns about
future competition from Broadcom. We believe, however, that Entropic
remains the technological leader in that area, with a solution that is a
full generation ahead of Broadcom's. We expect Entropic to retain a healthy
market share in the years ahead, and we continue to hold the stock in the
Fund's portfolio.
Q What is your outlook for 2012?
A Small-cap stocks underperformed their large-cap counterparts by a wide
margin in 2011, with the -4.18% return of the small-cap Russell 2000 Index
lagging the 2.09% return of the Standard & Poor's 500 Index by more than
six full percentage points. The result of the shortfall is that the
relative valuations of small-cap stocks have fallen to more attractive
levels, which is encouraging. Also encouraging is the recent, if modest
improvement in domestic economic data as of the end of 2011. Small-cap
stocks tend to be more U.S.-focused, with less exposure to Europe and Asia
than their large-cap counterparts. We believe that also raises the
potential for stronger earnings growth among small caps during the year
ahead.
We remain true to our belief that stock selection is ultimately what drives
the Fund's long-term performance. As we have done throughout the Fund's
history, we continue to emphasize three types of small-cap growth stocks:
classic emerging growth companies; companies that we believe are, at
present, poorly understood by investors; and companies facing short-term
challenges that we feel are having an undue, but temporary effect on their
share prices. We continue to focus the Fund's investments on companies that
we believe have specific growth catalysts that can fuel superior earnings
growth, even in the absence of a vibrant economic environment.
Please refer to the Schedule of Investments on pages 17-23 for a full listing of
Fund securities.
6 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
Investments in small companies may offer the potential for higher returns, but
are also subject to greater short-term price fluctuations than larger, more
established companies.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
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 opinion as of the date of this report. These opinions should not
be relied upon for any other purposes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 7
Portfolio Summary | 12/31/11
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 98.70%
Depositary Receipts for International Stocks 1.30%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of total equity holdings)
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Information Technology 28.10%
Health Care 23.90%
Industrials 16.60%
Consumer Discretionary 13.90%
Energy 7.90%
Financials 3.90%
Materials 2.70%
Consumer Staples 2.00%
Telecommunication Services 1.00%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Cubist Pharmaceuticals, Inc. 2.70%
2. KBR, Inc. 1.74
3. Catalyst Health Solutions, Inc. 1.65
4. Energy XXI Bermuda, Ltd. 1.65
5. Salix Pharmaceuticals, Ltd. 1.61
6. SuccessFactors, Inc. 1.61
7. Cinemark Holdings, Inc. 1.52
8. Cabot Oil & Gas Corp. 1.48
9. HeartWare International, Inc. 1.37
10. IPC The Hospitalist Co., Inc. 1.36
* This list excludes temporary cash investments and derivative instruments.
The portfolio is actively managed, and current holdings may be different.
The holdings listed should not be considered recommendations to buy or sell
any security listed.
8 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
Prices and Distributions | 12/31/11
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 12/31/11 12/31/10
--------------------------------------------------------------------------------
A $ 26.59 $ 27.28
--------------------------------------------------------------------------------
B $ 22.31 $ 23.17
--------------------------------------------------------------------------------
C $ 22.68 $ 23.47
--------------------------------------------------------------------------------
R $ 26.43 $ 27.20
--------------------------------------------------------------------------------
Y $ 27.55 $ 28.13
--------------------------------------------------------------------------------
Distributions per Share: 1/1/11-12/31/11
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $ -- $ -- $ --
--------------------------------------------------------------------------------
B $ -- $ -- $ --
--------------------------------------------------------------------------------
C $ -- $ -- $ --
--------------------------------------------------------------------------------
R $ -- $ -- $ --
--------------------------------------------------------------------------------
Y $ -- $ -- $ --
--------------------------------------------------------------------------------
Index Definition
--------------------------------------------------------------------------------
The Russell 2000 Growth Index measures the performance of U.S. small-cap growth
stocks. Index returns are calculated monthly, assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, 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 10-14.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 9
Performance Update | 12/31/11 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund at public offering price,
compared to that of the Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------------------------
10 Years 2.29% 1.68%
5 Years 0.69 -0.49
1 Year -2.53 -8.12
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.29% 1.29%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Growth Russell 2000
Opportunities Fund Growth Index
12/01 $ 9,425 $10,000
12/02 $ 5,934 $ 6,974
12/03 $ 8,524 $10,359
12/04 $10,420 $11,841
12/05 $10,895 $12,333
12/06 $11,416 $13,979
12/07 $10,971 $14,964
12/08 $ 7,088 $ 9,197
12/09 $10,137 $12,367
12/10 $12,123 $15,964
12/11 $11,817 $15,500
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class A shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class A shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance shown would be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for 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 Growth Opportunities Fund | Annual Report | 12/31/11
Performance Update | 12/31/11 Class B Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 1.18% 1.18%
5 Years -0.63 -0.63
1 Year -3.71 -7.56
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
2.45% 2.45%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Growth Russell 2000
Opportunities Fund Growth Index
12/01 $10,000 $10,000
12/02 $ 6,247 $ 6,974
12/03 $ 8,910 $10,359
12/04 $10,800 $11,841
12/05 $11,187 $12,333
12/06 $11,606 $13,979
12/07 $11,018 $14,964
12/08 $ 7,007 $ 9,197
12/09 $ 9,880 $12,367
12/10 $11,679 $15,964
12/11 $11,246 $15,500
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). 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.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class B shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class B shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance shown would be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for 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 Growth Opportunities Fund | Annual Report | 12/31/11 11
Performance Update | 12/31/11 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 1.34% 1.34%
5 Years -0.42 -0.42
1 Year -3.37 -3.37
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
2.26% 2.26%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Growth Russell 2000
Opportunities Fund Growth Index
12/01 $10,000 $10,000
12/02 $ 6,251 $ 6,974
12/03 $ 8,917 $10,359
12/04 $10,809 $11,841
12/05 $11,222 $12,333
12/06 $11,664 $13,979
12/07 $11,085 $14,964
12/08 $ 7,061 $ 9,197
12/09 $ 9,977 $12,367
12/10 $11,821 $15,964
12/11 $11,423 $15,500
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class C shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class C shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). This adjustment has the effect of reducing
the previously reported performance of the predecessor fund. If all the expenses
of the Fund were reflected, the performance shown would be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers, Fund performance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for 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 Growth Opportunities Fund | Annual Report | 12/31/11
Performance Update | 12/31/11 Class R Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 1.50% 1.50%
5 Years -0.35 -0.35
1 Year -2.83 -2.83
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.55% 1.55%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer Growth Russell 2000
Opportunities Fund Growth Index
12/01 $10,000 $10,000
12/02 $ 6,263 $ 6,974
12/03 $ 8,954 $10,359
12/04 $10,890 $11,841
12/05 $11,330 $12,333
12/06 $11,813 $13,979
12/07 $11,150 $14,964
12/08 $ 7,080 $ 9,197
12/09 $10,015 $12,367
12/10 $11,948 $15,964
12/11 $11,610 $15,500
Call 1-800-225-6292 or visit us.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 Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class R shares for periods prior to December 10, 2004, is
based on the performance of the predecessor fund's Class A shares, which has
been restated to reflect any differences in any applicable sales charges (but
not differences in expenses). This adjustment has the effect of reducing the
previously reported performance of the predecessor fund. If all the expenses of
the Fund were reflected, the performance shown would be lower.
Performance shown for periods from December 10, 2004, to the inception of Class
R shares on August 3, 2009, is based on the performance of the Pioneer Growth
Opportunities Fund's Class A shares, reduced to reflect the higher distribution
and service fees for Class R shares. Class R shares are not subject to sales
charges and are available for limited groups of eligible investors, including
institutional investors. All results are historical and assume the reinvestment
of dividends and capital gains. Other share classes are available for which
performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers, Fund performance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for 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 Growth Opportunities Fund | Annual Report | 12/31/11 13
Performance Update | 12/31/11 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 2.62% 2.62%
5 Years 1.21 1.21
1 Year -2.06 -2.06
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
0.76% 0.76%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $5 Million Investment
Pioneer Growth Russell 2000
Opportunities Fund Growth Index
12/01 $5,000,000 $5,000,000
12/02 $3,147,225 $3,486,905
12/03 $4,521,513 $5,179,568
12/04 $5,526,706 $5,920,578
12/05 $5,784,496 $6,166,453
12/06 $6,100,222 $6,989,396
12/07 $5,887,739 $7,481,891
12/08 $3,823,379 $4,598,379
12/09 $5,499,928 $6,183,379
12/10 $6,614,492 $7,981,975
12/11 $6,478,111 $7,749,878
Call 1-800-225-6292 or visit us.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 Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance for Class Y shares for periods prior to December 10, 2004, is based
on the performance of the predecessor fund's Class A shares, which has been
restated to reflect any differences in any applicable sales charges (but not
differences in expenses). This adjustment has the effect of reducing the
previously reported performance of the predecessor fund. If all the expenses of
the Fund were reflected, the performance shown would be lower.
Performance shown for periods from December 10, 2004, to the inception of Class
Y shares on September 23, 2005, reflects the NAV performance of the Pioneer
Growth Opportunities Fund's Class A shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to Class A
shares. Since fees for Class A shares are generally higher than those of Class Y
shares, the performance for Class Y shares prior to their inception would have
been higher than that shown. Class Y shares are not subject to sales charges and
are available for limited groups of eligible investors, including institutional
investors. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers, Fund performance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for 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 Growth Opportunities Fund | Annual Report | 12/31/11
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
--------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Growth Opportunities Fund
Based on actual returns from July 1, 2011, through December 31, 2011.
--------------------------------------------------------------------------------------------------------
Share Class A B C R Y
--------------------------------------------------------------------------------------------------------
Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value on 7/1/11
--------------------------------------------------------------------------------------------------------
Ending Account $ 883.12 $ 877.68 $ 879.01 $ 881.92 $ 885.29
Value (after expenses) on 12/31/11
--------------------------------------------------------------------------------------------------------
Expenses Paid $ 5.98 $ 11.78 $ 10.09 $ 7.45 $ 3.56
During Period*
--------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.26%, 2.49%,
2.13%, 1.57% and 0.75% for Class A, Class B, Class C, Class R, and Class Y
shares, respectively, multiplied by the average account value over the
period, multiplied by 184/365 (to reflect the one-half year period).
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 15
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Growth Opportunities Fund
Based on a hypothetical 5% return per year before expenses, reflecting the
period from July 1, 2011, through December 31, 2011.
--------------------------------------------------------------------------------------------------------
Share Class A B C R Y
--------------------------------------------------------------------------------------------------------
Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value on 7/1/11
--------------------------------------------------------------------------------------------------------
Ending Account $ 1,018.85 $ 1,012.65 $ 1,014.47 $ 1,017.29 $ 1,021.42
Value (after expenses) on 12/31/11
--------------------------------------------------------------------------------------------------------
Expenses Paid $ 6.41 $ 12.63 $ 10.82 $ 7.98 $ 3.82
During Period*
--------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.26%, 2.49%,
2.13%, 1.57% and 0.75% for Class A, Class B, Class C, Class R, and Class Y
shares, respectively, multiplied by the average account value over the
period, multiplied by 184/365 (to reflect the one-half year period).
16 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
Schedule of Investments | 12/31/11
--------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------
COMMON STOCKS -- 99.4%
ENERGY -- 8.7%
Oil & Gas Exploration & Production -- 7.8%
106,200 Cabot Oil & Gas Corp. $ 8,060,580
281,900 Energy XXI Bermuda, Ltd.* 8,986,972
476,600 Flotek Industries, Inc.* 4,746,936
196,200 McMoRan Exploration Co.* 2,854,710
192,600 Oasis Petroleum, Inc.* 5,602,734
568,100 RAM Energy Resources, Inc.* 1,778,153
99,100 SM Energy Co. 7,244,210
620,700 Triangle Petroleum Corp,* 3,705,579
------------
$ 42,979,874
--------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.9%
104,700 Golar LNG, Ltd. $ 4,653,915
------------
Total Energy $ 47,633,789
--------------------------------------------------------------------------
MATERIALS -- 1.7%
Specialty Chemicals -- 1.1%
148,300 W.R. Grace & Co.* $ 6,809,936
--------------------------------------------------------------------------
Steel -- 0.6%
64,800 Allegheny Technologies, Inc. $ 3,097,440
------------
Total Materials $ 9,907,376
--------------------------------------------------------------------------
CAPITAL GOODS -- 10.6%
Aerospace & Defense -- 5.5%
251,900 DigitalGlobe, Inc.* $ 4,310,009
256,700 Hexcel Corp.* 6,214,707
367,900 Keyw Holding Corp.* 2,722,460
341,785 Orbital Sciences Corp.* 4,966,136
352,700 Spirit Aerosystems Holdings, Inc.* 7,329,106
56,728 TransDigm Group, Inc.* 5,427,735
------------
$ 30,970,153
--------------------------------------------------------------------------
Construction & Engineering -- 2.6%
340,000 KBR, Inc. $ 9,475,800
262,731 MYR Group, Inc.* 5,028,671
------------
$ 14,504,471
--------------------------------------------------------------------------
Electrical Component & Equipment -- 1.2%
148,900 Polypore International, Inc.* $ 6,550,111
--------------------------------------------------------------------------
Industrial Machinery -- 1.3%
127,600 Chart Industries, Inc.* $ 6,899,332
------------
Total Capital Goods $ 58,924,067
--------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES -- 4.6%
Diversified Support Services -- 1.0%
109,636 Copart, Inc.* $ 5,250,468
--------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 17
Schedule of Investments | 12/31/11 (continued)
--------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------
Human Resource & Employment Services -- 1.2%
615,985 On Assignment, Inc.* $ 6,886,712
--------------------------------------------------------------------------
Research & Consulting Services -- 2.4%
108,300 Acacia Research, Inc.* $ 3,954,033
83,811 CoStar Group, Inc.* 5,592,708
304,175 RPX Corp.* 3,847,814
------------
$ 13,394,555
------------
Total Commercial Services & Supplies $ 25,531,735
--------------------------------------------------------------------------
TRANSPORTATION -- 1.2%
Airlines -- 1.2%
117,820 Allegiant Travel Co.* $ 6,284,519
------------
Total Transportation $ 6,284,519
--------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 6.0%
Apparel, Accessories & Luxury Goods -- 2.5%
138,801 Carter's, Inc.* $ 5,525,668
175,000 G-III Apparel Group, Inc.* 4,359,250
74,900 The Warnaco Group, Inc.* 3,747,996
------------
$ 13,632,914
--------------------------------------------------------------------------
Footwear -- 1.3%
211,000 Crocs, Inc.* $ 3,116,470
55,500 Deckers Outdoor Corp.* 4,194,135
------------
$ 7,310,605
--------------------------------------------------------------------------
Household Appliances -- 0.5%
84,000 SodaStream International, Inc.* $ 2,745,960
--------------------------------------------------------------------------
Housewares & Specialties -- 1.1%
102,700 Tupperware Brands Corp. $ 5,748,119
--------------------------------------------------------------------------
Leisure Products -- 0.6%
619,800 Leapfrog Enterprises, Inc.* $ 3,464,682
------------
Total Consumer Durables & Apparel $ 32,902,280
--------------------------------------------------------------------------
CONSUMER SERVICES -- 2.6%
Casinos & Gaming -- 1.2%
675,200 Scientific Games Corp.* $ 6,549,440
--------------------------------------------------------------------------
Education Services -- 0.9%
317,000 Grand Canyon Education, Inc.* $ 5,059,320
--------------------------------------------------------------------------
Restaurants -- 0.5%
90,500 PF Chang's China Bistro, Inc. $ 2,797,355
------------
Total Consumer Services $ 14,406,115
--------------------------------------------------------------------------
MEDIA -- 1.6%
Movies & Entertainment -- 1.6%
450,019 Cinemark Holdings, Inc. $ 8,320,851
------------
Total Media $ 8,320,851
--------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
--------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------
RETAILING -- 3.7%
Apparel Retail -- 2.0%
276,500 Express, Inc.* $ 5,513,410
585,600 Hot Topic, Inc. 3,870,816
66,200 Urban Outfitters, Inc.* 1,824,472
------------
$ 11,208,698
--------------------------------------------------------------------------
Automotive Retail -- 0.9%
121,400 Monro Muffler Brake, Inc. $ 4,709,106
--------------------------------------------------------------------------
Homefurnishing Retail -- 0.2%
40,400 Mattress Firm Holding Corp.* $ 936,876
--------------------------------------------------------------------------
Specialty Stores -- 0.6%
41,100 Teavana Holdings, Inc.* $ 771,858
61,800 Vitamin Shoppe, Inc.* 2,464,584
------------
$ 3,236,442
------------
Total Retailing $ 20,091,122
--------------------------------------------------------------------------
FOOD & DRUG RETAILING -- 0.2%
Hypermarkets & Supercenters -- 0.2%
12,000 Pricesmart, Inc.* $ 835,080
------------
Total Food & Drug Retailing $ 835,080
--------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 1.8%
Packaged Foods & Meats -- 1.8%
39,200 Diamond Foods, Inc.* $ 1,264,984
111,600 Green Mountain Coffee Roasters, Inc.* 5,005,260
55,000 TreeHouse Foods, Inc.* 3,595,900
------------
$ 9,866,144
------------
Total Food, Beverage & Tobacco $ 9,866,144
--------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 12.7%
Health Care Equipment -- 5.1%
285,553 Abiomed, Inc.* $ 5,274,164
96,306 ArthroCare Corp.* 3,050,974
386,425 Conceptus, Inc.* 4,884,412
108,534 HeartWare International, Inc.* 7,488,846
288,100 Insulet Corp.* 5,424,923
66,700 MAKO Surgical Corp.* (b) 1,681,507
------------
$ 27,804,826
--------------------------------------------------------------------------
Health Care Services -- 3.8%
51,193 Air Methods Corp.* (b) $ 4,323,249
173,000 Catalyst Health Solutions, Inc.* 8,996,000
162,839 IPC The Hospitalist Co., Inc.* 7,444,999
------------
$ 20,764,248
--------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 19
Schedule of Investments | 12/31/11 (continued)
--------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------
Health Care Supplies -- 2.5%
243,400 Endologix, Inc.* $ 2,794,232
99,100 Haemonetics Corp.* 6,066,902
342,900 Quidel Corp.* 5,188,077
------------
$ 14,049,211
--------------------------------------------------------------------------
Health Care Technology -- 1.3%
188,900 WebMD Health Corp.* $ 7,093,195
------------
Total Health Care Equipment & Services $ 69,711,480
--------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY -- 11.1%
Biotechnology -- 5.3%
196,100 Alkermes, Inc.* $ 3,404,296
371,600 Cubist Pharmaceuticals, Inc.* 14,722,792
338,900 Exact Sciences Corp.* 2,751,868
135,500 Inhibitex, Inc.* 1,482,370
121,100 Ironwood Pharmaceuticals, Inc.* 1,449,567
822,200 NPS Pharmaceuticals, Inc.* 5,418,298
------------
$ 29,229,191
--------------------------------------------------------------------------
Pharmaceuticals -- 5.8%
155,500 Auxillium Pharmaceuticals, Inc.* $ 3,099,115
941,500 Amarin Corp., Plc (A.D.R.)* 7,051,835
156,365 Cardiome Pharma Corp.* 411,240
125,000 Jazz Pharmaceuticals Corp.* 4,828,750
232,200 Optimer Pharmaceuticals, Inc.* 2,842,128
183,800 Salix Pharmaceuticals, Ltd.* 8,794,830
170,500 ViroPharma, Inc.* (b) 4,669,995
------------
$ 31,697,893
------------
Total Pharmaceuticals & Biotechnology $ 60,927,084
--------------------------------------------------------------------------
BANKS -- 1.5%
Regional Banks -- 1.5%
504,100 CapitalSource, Inc. $ 3,377,470
76,800 Signature Bank, Inc.* 4,607,232
------------
$ 7,984,702
------------
Total Banks $ 7,984,702
--------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 1.9%
Consumer Finance -- 1.1%
227,598 Ezcorp, Inc.* $ 6,001,759
--------------------------------------------------------------------------
Specialized Finance -- 0.8%
125,500 MSCI, Inc.* $ 4,132,715
------------
Total Diversified Financials $ 10,134,474
--------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
--------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------
REAL ESTATE -- 0.6%
Mortgage Real Estate Investment Trust -- 0.6%
318,100 CreXus Investment Corp. $ 3,301,878
------------
Total Real Estate $ 3,301,878
--------------------------------------------------------------------------
SOFTWARE & SERVICES -- 18.0%
Application Software -- 6.9%
309,033 Aspen Technology, Inc.* $ 5,361,723
119,700 RealPage, Inc.* 3,024,819
99,832 Solera Holdings, Inc. 4,446,517
252,300 SS&C Technologies Holdings, Inc.* 4,556,538
220,100 SuccessFactors, Inc.* 8,775,387
421,044 Tangoe, Inc.* 6,484,078
78,133 The Ultimate Software Group, Inc.* 5,088,021
------------
$ 37,737,083
--------------------------------------------------------------------------
Data Processing & Outsourced Services -- 2.9%
84,700 Global Payments, Inc. $ 4,013,086
137,187 Syntel, Inc. 6,416,236
157,400 Verifone Holdings, Inc.* 5,590,848
------------
$ 16,020,170
--------------------------------------------------------------------------
Internet Software & Services -- 1.5%
509,200 Velti Plc* $ 3,462,560
228,304 Vocus, Inc.* 5,043,235
------------
$ 8,505,795
--------------------------------------------------------------------------
IT Consulting & Other Services -- 3.4%
161,600 Gartner Group, Inc.* $ 5,618,832
381,100 InterXion Holding NV* 5,125,795
250,600 Sapient Corp. 3,157,560
320,400 Virtusa Corp.* 4,639,392
------------
$ 18,541,579
--------------------------------------------------------------------------
Systems Software -- 3.3%
313,504 DemandTec, Inc.* $ 4,128,848
272,540 Fortinet, Inc.* (b) 5,944,097
40,200 Imperva, Inc.* 1,399,362
54,200 Rovi Corp.* 1,332,236
159,800 Sourcefire, Inc.* 5,174,324
------------
$ 17,978,867
------------
Total Software & Services $ 98,783,494
--------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 5.1%
Communications Equipment -- 3.2%
120,000 Aruba Networks, Inc.* $ 2,222,400
171,100 Ubiquiti Networks, Inc.* 3,119,153
408,400 Finisar Corp.* 6,838,658
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 21
Schedule of Investments | 12/31/11 (continued)
--------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------
Communications Equipment -- (continued)
810,700 ShoreTel, Inc.* $ 5,172,266
------------
$ 17,352,477
--------------------------------------------------------------------------
Computer Storage & Peripherals -- 0.9%
769,819 OCZ Technology Group, Inc.* $ 5,088,504
--------------------------------------------------------------------------
Technology Distributors -- 1.0%
185,506 Synnex Corp.* $ 5,650,513
------------
Total Technology Hardware & Equipment $ 28,091,494
--------------------------------------------------------------------------
SEMICONDUCTORS -- 4.9%
Semiconductor Equipment -- 1.1%
321,693 Nanometrics, Inc.* $ 5,925,585
--------------------------------------------------------------------------
Semiconductors -- 3.8%
1,055,600 Entropic Communications, Inc.* $ 5,394,116
77,198 Hittite Microwave Corp.* 3,812,037
576,200 Integrated Device Tech, Inc.* 3,146,052
935,200 Lattice Semiconductor Corp.* 5,555,088
526,900 PMC - Sierra, Inc.* 2,903,219
------------
$ 20,810,512
------------
Total Semiconductors $ 26,736,097
--------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 1.0%
Integrated Telecommunication Services -- 1.0%
702,300 Cbeyond, Inc.* $ 5,625,423
------------
Total Telecommunication Services $ 5,625,423
--------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $490,182,993) $545,999,204
--------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 99.4%
(Cost $490,182,993) (a) $545,999,204
--------------------------------------------------------------------------
WRITTEN OPTIONS -- (0.0)%+
Call Option -- (0.0)%+
(128) Air Methods Corp., April 21 at $95 $ (60,160)
(323) Fortinet, Inc., January 21 at $26 (4,037)
(216) Mako Surgical Corp., January 21 at $30 (7,560)
(162) Viropharma, Inc., February 21 at $30 (17,415)
------------
$ (89,172)
--------------------------------------------------------------------------
TOTAL WRITTEN OPTIONS -- 0.0%+
(Premiums received $131,222) $ (89,172)
--------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- 0.6% $ 3,317,751
--------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $549,227,783
==========================================================================
(A.D.R.) American Depositary Receipt.
* Non-income producing security.
+ Amount rounds to less than 0.1%.
The accompanying notes are an integral part of these financial statements.
22 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
(a) At December 31, 2011, the net unrealized gain on investments based on
cost for federal Income tax purposes of $492,954,542 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $85,943,173
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (32,898,511)
-----------
Net unrealized gain $53,044,662
===========
(b) All or a portion of this security position represents cover for
outstanding options written.
Purchases and sales of securities (excluding temporary cash investments) for the
year ended December 31, 2011 aggregated $674,205,213 and $752,116,696,
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.
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)
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans as Level 2 and securities valued using fair value methods
(other than prices supplied by independent pricing services) are categorized as
Level 3. See Notes to Financial Statements -- Note 1A.
The following is a summary of the inputs used as of December 31, 2011, in
valuing the Fund's assets:
------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
------------------------------------------------------------------------------------
Common Stocks $ 545,999,204 $-- $-- $ 545,999,204
------------------------------------------------------------------------------------
Total $ 545,999,204 $-- $-- $ 545,999,204
====================================================================================
Other Financial Instruments* $ (89,172) $-- $-- $ (89,172)
====================================================================================
* Other financial instruments include written options.
The following is a reconciliation of assets valued using significant observable
inputs (Level 3):
--------------------------------------------------------------------------------
Common Stocks
--------------------------------------------------------------------------------
Balance as of 12/31/10 $ 1,989,814
Realized gain (loss)(1) --
Change in unrealized appreciation --
(depreciation)(2)
Net purchases (sales)** --
Transfers in and out of Level 3 (1,989,814)
--------------------------------------------------------------------------------
Balance as of 12/31/11 $ --
================================================================================
1 Realized gain (loss) on these securities is included in the net realized
gain (loss) from investments in the Statement of Operations.
2 Unrealized appreciation (depreciation) on these securities is included in
the change in unrealized gain (loss) on investments in the Statement of
Operations.
** Transfers are calculated on the beginning of period values.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 23
Statement of Assets and Liabilities | 12/31/11
ASSETS:
Investment in securities (cost $490,182,993) $545,999,204
Cash
Receivables --
Investment securities sold 8,574,476
Fund shares sold 211,659
Dividends 167,376
Other 47,207
-------------------------------------------------------------------------------------
Total assets $554,999,922
-------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Investment securities purchased $ 1,924,911
Fund shares repurchased 2,053,661
Open option contracts written (premiums received $131,222) 89,172
Due to bank 1,398,590
Due to affiliates 177,046
Accrued expenses 128,759
-------------------------------------------------------------------------------------
Total liabilities $ 5,772,139
-------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $615,515,942
Accumulated net realized loss on investments and options contracts (122,146,420)
Net unrealized gain on investments 55,816,211
Net unrealized gain on written options 42,050
-------------------------------------------------------------------------------------
Total net assets $549,227,783
=====================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $442,573,878/16,643,562 shares) $ 26.59
Class B (based on $16,919,433/758,340 shares) $ 22.31
Class C (based on $41,448,465/1,827,936 shares) $ 22.68
Class R (based on $9,033,215/341,807 shares) $ 26.43
Class Y (based on $39,252,792/1,424,695 shares) $ 27.55
MAXIMUM OFFERING PRICE:
Class A ($26.59 [divided by] 94.25%) $ 28.21
=====================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
Statement of Operations
For the Year Ended 12/31/11
INVESTMENT INCOME:
Dividends $ 1,499,977
Income from securities loaned, net 421,658
Interest 1,629
-------------------------------------------------------------------------------------------
Total investment income $ 1,923,264
-------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 4,004,733
Transfer agent fees and expenses
Class A 897,051
Class B 132,062
Class C 75,404
Class R 6,038
Class Y 3,200
Distribution fees
Class A 1,226,570
Class B 228,903
Class C 465,970
Class R 50,760
Shareholder communications expense 658,232
Administrative reimbursements 179,965
Custodian fees 42,759
Registration fees 74,686
Professional fees 71,664
Printing expense 73,415
Fees and expenses of nonaffiliated trustees 22,959
Miscellaneous 51,350
-------------------------------------------------------------------------------------------
Total expenses $ 8,265,721
-------------------------------------------------------------------------------------------
Net expenses $ 8,265,721
-------------------------------------------------------------------------------------------
Net investment loss $ (6,342,457)
-------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND OPTIONS CONTRACTS:
Net realized gain on:
Investments $ 78,455,495
Class actions 124,783
Written options closed/expired 202,571 $ 78,782,849
-------------------------------------------------------------------------------------------
Change in net unrealized gain (loss) on:
Investments $ (86,353,627)
Written options 42,050 $(86,311,577)
-------------------------------------------------------------------------------------------
Net loss on investments and written options $ (7,528,728)
-------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations $(13,871,185)
===========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 25
Statement of Changes in Net Assets
-----------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/11 12/31/10
-----------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment loss $ (6,342,457) $ (5,878,235)
Net realized gain on investments and written options 78,782,849 83,212,924
Change in net unrealized gain (loss) on investments (86,311,577) 32,391,293
-----------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations $(13,871,185) $ 109,725,982
-----------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale or exchange of shares $ 52,812,803 $ 56,980,953
Cost of shares repurchased (133,580,761) (170,198,548)
-----------------------------------------------------------------------------------------
Net decrease in net assets resulting from Fund share
transactions $(80,767,958) $(113,217,595)
-----------------------------------------------------------------------------------------
Net decrease in net assets $(94,639,143) $ (3,491,613)
NET ASSETS:
Beginning of year 643,866,926 647,358,539
-----------------------------------------------------------------------------------------
End of year $549,227,783 $ 643,866,926
=========================================================================================
The accompanying notes are an integral part of these financial statements.
26 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
---------------------------------------------------------------------------------------
'11 Shares '11 Amount '10 Shares '10 Amount
---------------------------------------------------------------------------------------
Class A
Shares sold 1,257,632 $ 35,074,021 1,745,810 $ 41,972,597
Less shares repurchased (3,157,647) (87,102,644) (3,537,049) (84,539,417)
---------------------------------------------------------------------------------------
Net decrease (1,900,015) $(52,028,623) (1,791,239) $(42,566,820)
=======================================================================================
Class B
Shares sold or exchanged 74,049 $ 1,734,440 79,271 $ 1,641,859
Less shares repurchased (543,924) (12,672,154) (942,538) (19,218,308)
---------------------------------------------------------------------------------------
Net decrease (469,875) $(10,937,714) (863,267) $(17,576,449)
=======================================================================================
Class C
Shares sold 260,737 $ 6,040,826 272,240 $ 5,688,243
Less shares repurchased (530,537) (12,590,565) (693,675) (14,477,584)
---------------------------------------------------------------------------------------
Net decrease (269,800) $ (6,549,739) (421,435) $ (8,789,341)
=======================================================================================
Class R
Shares sold 211,063 $ 5,754,560 146,300 $ 3,481,422
Less shares repurchased (261,747) (7,128,539) (215,068) (5,067,898)
---------------------------------------------------------------------------------------
Net decrease (50,684) $ (1,373,979) (68,768) $ (1,586,476)
=======================================================================================
Class Y
Shares sold 148,487 $ 4,208,956 174,551 $ 4,196,832
Less shares repurchased (484,567) (14,086,859) (1,921,859) (46,895,341)
---------------------------------------------------------------------------------------
Net decrease (336,080) $ (9,877,903) (1,747,308) $(42,698,509)
=======================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 27
Financial Highlights
-------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/11 12/31/10 12/31/09 12/31/08 12/31/07
-------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 27.28 $ 22.81 $ 15.95 $ 25.24 $ 28.81
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.28) $ (0.22) $ (0.07) $ (0.07) $ (0.20)
Net realized and unrealized gain (loss) on investments (0.41) 4.69 6.93 (8.91) (1.01)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.69) $ 4.47 $ 6.86 $ (8.98) $ (1.21)
-------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- (0.31) (2.36)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.69) $ 4.47 $ 6.86 $ (9.29) $ (3.57)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 26.59 $ 27.28 $ 22.81 $ 15.95 $ 25.24
===============================================================================================================================
Total return* (2.53)% 19.60% 43.01% (35.39)% (3.90)%
Ratio of net expenses to average net assets+ 1.26% 1.29% 1.35% 1.28% 1.17%
Ratio of net investment loss to average net assets+ (0.95)% (0.86)% (0.53)% (0.29)% (0.65)%
Portfolio turnover rate 112% 114% 140% 221% 104%
Net assets, end of period (in thousands) $442,574 $505,960 $463,880 $171,415 $339,870
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees paid
indirectly:
Net expenses 1.26% 1.29% 1.35% 1.28% 1.17%
Net investment loss (0.95)% (0.86)% (0.53)% (0.29)% (0.65)%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 1.26% 1.29% 1.35% 1.28% 1.16%
Net investment loss (0.95)% (0.86)% (0.53)% (0.28)% (0.64)%
===============================================================================================================================
* 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.
28 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
The accompanying notes are an integral part of these financial statements.
-------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/11 12/31/10 12/31/09 12/31/08 12/31/07
-------------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 23.17 $ 19.60 $ 13.90 $ 22.42 $ 26.19
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.66) $ (0.55) $ (0.11) $ (0.39) $ (0.48)
Net realized and unrealized gain (loss) on investments (0.20) 4.12 5.81 (7.82) (0.93)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.86) $ 3.57 $ 5.70 $ (8.21) $ (1.41)
-------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- (0.31) (2.36)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.86) $ 3.57 $ 5.70 $ (8.52) $ (3.77)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 22.31 $ 23.17 $ 19.60 $ 13.90 $ 22.42
===============================================================================================================================
Total return* (3.71)% 18.21% 41.01% (36.41)% (5.06)%
Ratio of net expenses to average net assets+ 2.49% 2.45% 2.58% 2.84% 2.40%
Ratio of net investment loss to average net assets+ (2.19)% (2.03)% (1.54)% (1.86)% (1.88)%
Portfolio turnover rate 112% 114% 140% 221% 104%
Net assets, end of period (in thousands) $ 16,919 $ 28,464 $ 40,989 $ 1,153 $ 2,385
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees paid
indirectly:
Net expenses 2.49% 2.45% 2.58% 2.84% 2.40%
Net investment loss (2.19)% (2.03)% (1.54)% (1.86)% (1.88)%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 2.49% 2.45% 2.58% 2.82% 2.37%
Net investment loss (2.19)% (2.03)% (1.54)% (1.84)% (1.85)%
===============================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 29
Financial Highlights (continued)
-------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/11 12/31/10 12/31/09 12/31/08 12/31/07
-------------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 23.47 $ 19.81 $ 14.02 $ 22.57 $ 26.32
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.46) $ (0.42) $ (0.09) $ (0.27) $ (0.46)
Net realized and unrealized gain (loss) on investments (0.33) 4.08 5.88 (7.97) (0.93)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.79) $ 3.66 $ 5.79 $ (8.24) $ (1.38)
-------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- (0.31) (2.36)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.79) $ 3.66 $ 5.79 $ (8.55) $ (3.75)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 22.68 $ 23.47 $ 19.81 $ 14.02 $ 22.57
===============================================================================================================================
Total return* (3.37)% 18.48% 41.30% (36.30)% (4.96)%
Ratio of net expenses to average net assets+ 2.13% 2.26% 2.39% 2.65% 2.22%
Ratio of net investment loss to average net assets+ (1.82)% (1.83)% (1.33)% (1.64)% (1.70)%
Portfolio turnover rate 112% 114% 140% 221% 104%
Net assets, end of period (in thousands) $ 41,448 $49,239 $ 49,845 $ 696 $ 1,042
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees paid
indirectly:
Net expenses 2.13% 2.26% 2.39% 2.65% 2.22%
Net investment loss (1.82)% (1.83)% (1.33)% (1.64)% (1.70)%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 2.13% 2.26% 2.39% 2.64% 2.20%
Net investment loss (1.82)% (1.83)% (1.33)% (1.63)% (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.
30 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
------------------------------------------------------------------------------------------------------
Year Ended Year Ended 8/3/09 (a) to
12/31/11 12/31/10 12/31/09
------------------------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 27.20 $ 22.80 $ 20.45
------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment loss $ (0.37) $ (0.29) $ (0.04)
Net realized and unrealized gain (loss) on investments (0.40) 4.69 2.39
------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment
operations $ (0.77) $ 4.40 $ 2.35
------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.77) $ 4.40 $ 2.35
------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 26.43 $ 27.20 $ 22.80
======================================================================================================
Total return* (2.83)% 19.30% 11.49%(b)
Ratio of net expenses to average net assets+ 1.57% 1.55% 1.58%**
Ratio of net investment loss to average net assets+ (1.25)% (1.12)% (0.49)%**
Portfolio turnover rate 112% 114% 140%**
Net assets, end of period (in thousands) $ 9,033 $ 10,677 $ 10,515
Ratios with reduction for fees paid indirectly:
Net expenses 1.57% 1.55% 1.58%**
Net investment loss (1.25)% (1.12)% (0.49)%**
======================================================================================================
(a) Class R shares were first publicly offered on August 3, 2009.
(b) Not Annualized.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at each end of each period.
** Annualized.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 31
Financial Highlights (continued)
-------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/11 12/31/10 12/31/09 12/31/08 12/31/07
-------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 28.13 $ 23.39 $ 16.26 $ 25.59 $ 29.05
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment income (loss) $ (0.14) $ (0.11) $ 0.01(a) $ 0.05 $ (0.06)
Net realized and unrealized gain (loss) on investments (0.44) 4.85 7.13 (9.07) (1.04)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.58) $ 4.74 $ 7.13 $ (9.02) $ (1.10)
-------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- (0.31) (2.36)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.58) $ 4.74 $ 7.13 $ (9.33) $ (3.46)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 27.55 $ 28.13 $ 23.39 $ 16.26 $ 25.59
===============================================================================================================================
Total return* (2.06)% 20.26% 43.85% (35.06)% (3.48)%
Ratio of net expenses to average net assets+ 0.75% 0.76% 0.77% 0.79% 0.71%
Ratio of net investment income (loss) to average net
assets+ (0.44)% (0.34)% (0.04)% 0.23% (0.19)%
Portfolio turnover rate 112% 114% 140% 221% 104%
Net assets, end of period (in thousands) $ 39,253 $49,527 $ 82,061 $ 42,259 $ 75,001
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 0.75% 0.76% 0.77% 0.79% 0.71%
Net investment income (loss) (0.44)% (0.34)% 0.04% 0.23% (0.19)%
===============================================================================================================================
* 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.
(a) The amount shown for share outstanding does not correspond with the net
investment loss on the Statement of Operations for the period due to the
timing of sales and repurchases of shares.
The accompanying notes are an integral part of these financial statements.
32 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
Notes to Financial Statements | 12/31/11
1. Organization and Significant Accounting Policies
Pioneer Growth Opportunities Fund (the Fund) is one of two series comprising
Pioneer Series Trust II, a Delaware statutory trust. The Fund is registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is growth of capital.
The Fund offers five classes of shares designated as Class A, Class B, Class C,
Class R, and Class Y shares. Class R shares were first publicly offered on
August 3, 2009. Class Y shares were first publicly offered on September 23,
2005. Effective as of the close of business on December 31, 2009, Class B shares
are no longer offered to new or existing shareholders, except that dividends
and/or capital gain distributions may continue to be reinvested in Class B
shares, and shareholders may exchange their Class B shares for Class B shares of
other Pioneer funds, as permitted by existing exchange privileges. Each class of
shares represents an interest in the same portfolio of investments of the Fund
and has identical rights (based on relative net asset values) to assets and
liquidation proceeds. Share classes can bear different rates of class-specific
fees and expenses such as transfer agent and distribution fees. Differences in
class-specific fees and expenses will result in differences in net investment
income and, therefore, the payment of different dividends from net investment
income earned by each class. The Amended and Restated Declaration of Trust of
the Fund gives the Board the flexibility to specify either per share voting or
dollar-weighted voting when submitting matters for shareholder approval. Under
per share voting, each share of a class of the Fund is entitled to one vote.
Under dollar-weighted voting, a shareholder's voting power is determined not by
the number of shares owned, but by the dollar value of the shares on the record
date. Each share class has exclusive voting rights with respect to matters
affecting only that class, including with respect to the distribution plan for
that class. There is no distribution plan for Class Y shares. Class B shares
convert to Class A shares approximately eight years after the date of purchase.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the Fund
to, among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
income, expenses, and gain or loss on investments during the reporting period.
Actual results could differ from those estimates.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 33
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. 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.
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.
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. 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.
Examples of a significant event might include political or economic news,
corporate restructurings, natural disasters, terrorist activity or trading
halts. Thus, the valuation of the Fund's securities may differ from
exchange prices. At December 31, 2011, no securities 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.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in the exercise of reasonable diligence. Interest income, including
interest on income bearing cash accounts, is recorded on the accrual basis.
Dividend and interest income are reported net of unrecoverable foreign
taxes withheld at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
34 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
B. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually
received. Further, the effects of changes in foreign currency exchange
rates on investments are not segregated in the statement of operations from
the effects of changes in market price of those securities but are included
with the net realized and unrealized gain or loss on investments.
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal tax provision is required. Tax years for
the prior three fiscal years remain subject to examination by federal and
state tax authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Fund's distributions may be
shown in the accompanying financial statements as from or in excess of net
investment income or as from net realized gain on investment transactions,
or as from paid-in capital, depending on the type of book/tax differences
that may exist.
At December 31, 2011, the Portfolio reclassified $6,342,457 to decrease
accumulated net investment loss and $6,342,457 to decrease paid-in capital
to reflect permanent book/tax differences. The reclassification has no
impact on the net asset value of the Portfolio and is designed to present
the Portfolio's capital accounts on a tax basis.
The Portfolio had a net capital loss carryforward of $109,863,857 of which
the following amounts will expire in between 2016 and 2017 if not utilized:
$82,466,417 in 2016 and $27,397,440 in 2017. Included in this amount is
$7,569,591 of capital losses which, as a result of the reorganization with
Pioneer Small Cap Value Fund on August 28, 2009 and may be subject to
limitations imposed by the Internal Revenue Code.
The Portfolio has elected to defer $9,511,014 of capital losses recognized
between November 1, 2011 and December 31, 2011 to its fiscal year ending
December 31, 2012.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 35
There were no distributions paid during the years ended December 31, 2011
and December 31, 2010.
The following shows the components of accumulated losses on a federal
income tax basis at December 31, 2011:
--------------------------------------------------------------------------------
2011
--------------------------------------------------------------------------------
Accumulated losses:
Capital loss carryforward $(109,863,857)
Current year post October loss deferred (9,511,014)
Unrealized appreciation 53,086,712
--------------------------------------------------------------------------------
Total $ (66,288,159)
================================================================================
The difference between book basis and tax basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A.
(UniCredit), earned $21,932 in underwriting commissions on the sale of
Class A shares during the year ended December 31, 2011.
E. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day. During the year ended December 31, 2011 the Fund recognized
gains of $124,783 in settlement of class action lawsuits from several
different companies, as reflected on the Statement of Operations.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B, Class C and Class R shares of the Fund,
respectively (see Note 4). Class Y shares do not pay distribution fees. All
expenses and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services are allocated among
the classes of shares based on the number of accounts in each class and the
ratable allocation of related out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class B, Class C, Class R and Class
Y shares can reflect different transfer agent and distribution expense
rates.
36 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
F. Risks
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.
G. Securities Lending
The Fund may lend 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. At December 31, 2011, the Fund had
no securities on loan.
H. 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.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 37
I. Option Writing
The Fund may buy and sell put and call options, or write put and covered
call options on portfolio securities in order to produce incremental
earning or protect against changes in the value of portfolio securities.
The Fund generally purchases put options or writes covered call options to
hedge against adverse movements in the value of portfolio holdings. When an
option is written, the Fund receives a premium and becomes obligated to
sell or purchase the underlying security at a fixed price, upon the
exercise of the option. When the Fund writes an option, an amount equal to
the premium received by the Fund is recorded as a liability and is
subsequently adjusted to the current value of the option written. Premiums
received from writing options that expire unexercised are treated by the
Fund on the expiration date as realized gains from investments. The
difference between the premium and the amount paid on effecting a closing
purchase transaction, including brokerage commissions, is also treated as a
realized gain, or, if the premium is less than the amount paid for the
closing purchase transaction, as a realized loss. If a call option is
exercised, the premium is added to the proceeds from the sale of the
underlying security in determining whether the Fund has realized a gain or
loss. The Fund as writer of an option bears the market risk of an
unfavorable change in the price of the security underlying the written
option.
Transactions in written call options for the year ended December 31, 2011
are summarized as follows:
--------------------------------------------------------------------------------
Number of Premiums
Contracts Received
--------------------------------------------------------------------------------
Options outstanding at beginning of year -- $ --
Options opened 2,782 396,723
Options exercised (376) (62,039)
Options closed (162) (41,851)
Options expired (1,415) (161,611)
--------------------------------------------------------------------------------
Options outstanding at end of year 829 $ 131,222
================================================================================
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. Management fees are calculated daily at the annual rate of 0.65% of
the Fund's average daily net assets.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$20,523 in management fees, administrative costs and certain other
reimbursements payable to PIM at December 31, 2011.
38 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts.
For the year ended December 31, 2011 such out-of-pocket expenses by class of
shares were as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $474,826
Class B 40,306
Class C 108,431
Class R 27,934
Class Y 6,735
--------------------------------------------------------------------------------
Total $658,232
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $146,981 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at December 31, 2011.
4. Distribution and Service Plans
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B, Class C and
Class R shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average
daily net assets attributable to Class A shares as compensation for personal
services and/or account maintenance services or distribution services with
regard to Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of
the average daily net assets attributable to Class B and Class C shares. The fee
for Class B and Class C shares consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class C
shares. Pursuant to the Plan, the Fund further pays PFD 0.50% of the average
daily net assets attributable to Class R shares for distribution services.
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $9,542 in distribution fees payable to PFD at December 31, 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.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 39
In addition, redemptions of each class of shares (except Class R and Class Y
shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of
1.00% may be imposed on redemptions of certain net asset value purchases of
Class A shares within 12 months of purchase. Class B shares that are redeemed
within five years of purchase are subject to a CDSC at declining rates beginning
at 4.00%, based on the lower of cost or market value of shares being redeemed.
Redemptions of Class C shares within one year of purchase are subject to a CDSC
of 1.00%, based on the lower of cost or market value of shares being redeemed.
Shares purchased as part of an exchange remain subject to any CDSC that applied
to the original purchase of those shares. There is no CDSC for Class R or Class
Y shares. Proceeds from the CDSCs are paid to PFD. For the year ended December
31, 2011, CDSCs in the amount of $28,512 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses, due to interest earned
on cash held by PIMSS. For the year ended December 31, 2011, the Fund's expenses
were not reduced under such arrangements.
6. Line of Credit Facility
As of December 31, 2011, the Fund, along with certain other funds in the Pioneer
Family of Funds (the Funds), participated in a $165 million committed, unsecured
revolving line of credit facility. Borrowings were used solely for temporary or
emergency purposes. The Fund was permitted to 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 was payable at a
negotiated rate which varies depending upon the type of loan. The Funds paid an
annual commitment fee for this facility. The commitment fee was allocated among
participating Funds based on an allocation schedule set forth in the credit
agreement. For the year ended December 31, 2011, the Fund had no borrowings
under this agreement.
40 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
7. Additional Disclosures about Derivative Instruments and Hedging Activities
The effect of derivative instruments on the Statement of Operations for the year
ended December 31, 2011 was as follows:
--------------------------------------------------------------------------------------------------------
Derivatives Not Change in
Accounted for as Realized Unrealized
Hedging Instruments Location of Gain on Gain or (Loss)
Under Accounting Gain or (Loss) Derivatives on Derivatives
Standards Codification On Derivatives Recognized Recognized
(ASC) 815 Recognized in Income in Income in Income
--------------------------------------------------------------------------------------------------------
Equity Contracts -- Options Net realized gain on written options $202,571 --
closed/expired
--------------------------------------------------------------------------------------------------------
Equity Contracts -- Options Change in net unrealized gain on written -- $42,050
options
--------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 41
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust II and Shareowners of Pioneer
Growth Opportunities Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Growth Opportunities Fund, one of the
series comprising Pioneer Series Trust II (the "Trust"), as of December 31,
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 Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Trust's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Trust's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of December 31, 2011, by correspondence with the custodian
and brokers or by other appropriate audit procedures where replies from brokers
were not received. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Growth Opportunities Fund of Pioneer Series Trust II at December 31,
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 financial
highlights for each of the periods indicated therein, in conformity with U.S.
generally accepted accounting principles.
/s/Ernst + Young LLP
Boston, Massachusetts
February 22, 2012
42 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Growth Opportunities Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether to
renew the investment advisory agreement for the Fund.
The contract review process began in March 2011 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the process.
In July 2011, the Trustees approved the format of the contract review materials
and submitted their formal request to PIM to furnish information necessary to
evaluate the terms of the investment advisory agreement. The contract review
materials were provided to the Trustees in July 2011 and September 2011. After
reviewing and discussing the materials, the Trustees submitted a request for
additional information to PIM, and materials were provided in response to this
request. Meetings of the Independent Trustees of the Fund were held in July,
September, October, and November, 2011 to review and discuss the contract review
materials. In addition, the Trustees took into account the information related
to the Fund provided to the Trustees at each regularly scheduled meeting.
At a meeting held on November 29, 2011, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Fund, its research process and its process for trade execution. The Trustees
considered the resources of PIM and the personnel of PIM who provide investment
management services to the Fund. The Trustees considered the non-investment
resources and personnel of PIM involved in PIM's services to the Fund, including
PIM's compliance and legal resources and personnel. The Trustees also considered
the substantial attention and high priority given by PIM's senior management to
the Pioneer fund complex. In addition, the
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 43
Trustees considered PIM's plans to increase resources in its investment
management function and other enhancements to PIM's advisory capabilities.
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including Fund
officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Fund were
satisfactory and consistent with the terms of the investment advisory agreement.
Performance of the Fund
The Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
performance of its peer group of funds as classified by Morningstar, Inc.
(Morningstar), an independent provider of investment company data, and with the
performance of the Fund's benchmark index. The Trustees considered that the
Fund's annualized total return was in the fifth quintile of its Morningstar
category for the one year period ended June 30, 2011, in the second quintile of
its Morningstar category for the three year period ended June 30, 2011, and in
the fourth quintile of its Morningstar category for the five year period ended
June 30, 2011. (In all quintile rankings referred to throughout this disclosure,
first quintile is most favorable to the Fund's shareowners. Thus, highest
relative performance would be first quintile and lowest relative expenses would
also be first quintile.) The Trustees discussed the reasons for the Fund's
recent underperformance and indicated that they were satisfied with the
information presented with respect to the Fund's performance.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund in
comparison to the management fees and expense ratios of its peer group of funds
as classified by Morningstar and also to the expense ratios of a peer group of
funds selected on the basis of criteria determined by the Independent Trustees
for this purpose using data provided by Strategic Insight Mutual Trust Research
and Consulting, LLC (Strategic Insight), an independent third party.
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2011 was in the first quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period. The
Trustees noted that there were no breakpoints in the Fund's management fee
schedule and considered information that showed that the current fee for the
Fund would remain competitive at higher asset levels. The Trustees also
44 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
considered that the Fund's expense ratio for the twelve months ended June 30,
2011 was in the second quintile relative to its Strategic Insight peer group for
the comparable period.
The Trustees reviewed gross and net management fees charged by PIM to its
institutional and other clients, including publicly offered European funds, U.S.
registered investment companies (in a sub-advisory capacity), and unaffiliated
foreign and domestic separate accounts. The Trustees also considered PIM's costs
in providing services to the Fund and to its other clients and considered the
differences in management fees and profit margins for PIM's Fund and non-Fund
services. In evaluating the fees associated with PIM's client accounts, the
Trustees took into account the respective demands, resources and complexity
associated with the Fund and client accounts. The Trustees noted that in some
instances the fee rates for those clients were lower than the management fee for
the Fund and considered that, under the investment advisory agreement with the
Fund, PIM performs additional services for the Fund that it does not provide to
those other clients or services that are broader in scope, including oversight
of the Fund's other service providers and activities related to compliance and
the extensive regulatory and tax regimes to which the Fund is subject. The
Trustees also considered the different entrepreneurial risks associated with
PIM's management of the Fund and the other client accounts. The Trustees
concluded that the management fee payable by the Fund to PIM was reasonable in
relation to the nature and quality of the services provided by PIM.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Fund in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
concluded that PIM's profitability with respect to the management of the Fund
was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
recognize that economies of scale are difficult to identify and quantify, rarely
identifiable on a Fund-by-Fund basis, and that, among other factors that may be
relevant, are the following: fee levels, expense subsidization, investment by
PIM in research and analytical capabilities and PIM's commitment and
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 45
resource allocation to the Funds. The Trustees noted that profitability also may
be an indicator of the availability of any economies of scale, although
profitability may vary for other reasons particularly, for example during the
recent difficult periods for financial markets, as the level of services was
maintained notwithstanding a significant decline in PIM's fee revenues from the
Funds. Accordingly, the Trustees concluded that economies of scale, if any, were
being appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Fund. The Trustees considered the character and amount of fees paid by the Fund,
other than under the investment advisory agreement, for services provided by PIM
and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. The Trustees
also considered the benefits to the Fund and to PIM and its affiliates from the
use of "soft" commission dollars generated by the Fund to pay for research and
brokerage services. The Trustees considered the intangible benefits to PIM by
virtue of its relationship with the Fund and the other Pioneer funds. The
Trustees concluded that the receipt of these benefits was reasonable in the
context of the overall relationship between PIM and the Fund.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
46 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at 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, except
Mr. West, serves as a trustee of each of the 55 U.S. registered investment
portfolios for which Pioneer serves as investment adviser (the "Pioneer Funds").
Mr. West serves as a trustee of 44 U.S. registered investment portfolios for
which Pioneer serves as investment adviser. The address for all Trustees and all
officers of the Fund is 60 State Street, Boston, Massachusetts 02109.
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 Growth Opportunities Fund | Annual Report | 12/31/11 47
Interested Trustees
-------------------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
-------------------------------------------------------------------------------
John F. Cogan, Jr. (85)* 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 (53)* 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 this Trustee
------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (85)* 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) (until
October 2011); President and a director of Pioneer Alterna-
tive Investment Management (Bermuda) Limited and affili-
ated 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
(Russia) (until June 2006); Director of Nano-C, Inc. (since
2003); Director of Cole Management Inc. (2004 - 2011);
Director of Fiduciary Counseling, Inc. (until December 2001);
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 (53)* Director, CEO and President of PIM-USA (since February None
2007); Director and President of Pioneer and Pioneer Institu-
tional Asset Management, Inc. (since February 2007); Execu-
tive Vice President of all of the Pioneer Funds (since March
2007); Director of 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.
48 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
Independent Trustees
-----------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
-----------------------------------------------------------------------
David R. Bock (68) 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 this Trustee
--------------------------------------------------------------------------------------------------------------------------
David R. Bock (68) Managing Partner, Federal City Capital Advisors (corporate Director of Enterprise Com-
advisory services company) (1997 - 2004 and 2008 - munity Investment, Inc.
present); Interim Chief Executive Officer, Oxford Analytica, (privately held affordable
Inc. (privately held research and consulting company) housing finance company)
(2010); Executive Vice President and Chief Financial Officer, (1985 - 2010); Director of
I-trax, Inc. (publicly traded health care services company) Oxford Analytica, Inc. (2008
(2004 - 2007); and Executive Vice President and Chief - present); Director of The
Financial Officer, Pedestal Inc. (internet-based mortgage Swiss Helvetia Fund, Inc.
trading company) (2000 - 2002) (closed-end fund) (2010 -
present); and Director of
New York Mortgage Trust
(publicly traded mortgage
REIT) (2004 - 2009, 2012
- present)
--------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (63) Chairman, Bush International, LLC (international financial Director of Marriott Interna-
advisory firm) (1991 - present); Senior Managing Director, tional, Inc. (2008 -
Brock Capital Group, LLC (strategic business advisors) (2010 present); Director of Dis-
- present); Managing Director, Federal Housing Finance cover Financial Services
Board (oversight of Federal Home Loan Bank system) (1989 (credit card issuer and elec-
- 1991); Vice President and Head of International Finance, tronic payment services)
Federal National Mortgage Association (1988 - 1989); U.S. (2007 - present); Former
Alternate Executive Director, International Monetary Fund Director of Briggs & Stratton
(1984 - 1988); Executive Assistant to Deputy Secretary of Co. (engine manufacturer)
the U.S. Treasury, U.S. Treasury Department (1982 - 1984); (2004 - 2009); Former
and Vice President and Team Leader in Corporate Banking, Director of UAL Corporation
Bankers Trust Co. (1976 - 1982) (airline holding company)
(2006 - 2010); Director of
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 49
Independent Trustees (continued)
------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age With the Fund and Term of Office Principal Occupation Held by this Trustee
------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (63) (continued) ManTech International
Corporation (national secu-
rity, defense, and intelli-
gence technology firm)
(2006 - present); Member,
Board of Governors, Invest-
ment Company Institute
(2007 - present); Member,
Board of Governors, Inde-
pendent Directors Council
(2007 - present); Former
Director of Brady Corpora-
tion (2000 - 2007); Former
Director of Mortgage Guar-
anty Insurance 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)
------------------------------------------------------------------------------------------------------------------------
50 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
----------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
----------------------------------------------------------------------
Benjamin M. Friedman (67) Trustee Trustee since 2008.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
----------------------------------------------------------------------
Margaret B.W. Graham (64) Trustee Trustee since 2004.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
----------------------------------------------------------------------
Thomas J. Perna (61) Trustee Trustee since 2006.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
----------------------------------------------------------------------
Marguerite A. Piret (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 this Trustee
----------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (67) 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 (64) Founding Director, Vice President and Corporate Secretary, None
The 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 Cen-
ter (1990 - 1994)
----------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (61) Chairman and Chief Executive Officer, Quadriserv, Inc. (tech- Director, Broadridge Finan-
nology products for securities lending industry) (2008 - cial Solutions, Inc. (investor
present); private investor (2004 - 2008); and Senior Execu- communications and securi-
tive Vice President, The Bank of New York (financial and ties processing provider for
securities services) (1986 - 2004) financial services industry)
(2009 - present); and
Director, Quadriserv, Inc.
(2005 - present)
----------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (63) President and Chief Executive Officer, Newbury, Piret & Com- Director of New America
pany, 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 Growth Opportunities Fund | Annual Report | 12/31/11 51
Independent Trustees (continued)
---------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
---------------------------------------------------------------------
Stephen K. West (83) Trustee Trustee since 2008.
Serves until a successor
trustee is elected or
earlier retirement or
removal.
---------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by this Trustee
--------------------------------------------------------------------------------------------------------------------------
Stephen K. West (83) Senior Counsel, Sullivan & Cromwell LLP (law firm) (1998 - Director, The Swiss Helvetia
present); and Partner, Sullivan & Cromwell LLP (prior to Fund, Inc. (closed-end
1998) investment company); and
Director, AMVESCAP, PLC
(investment manager)
(1997 - 2005)
--------------------------------------------------------------------------------------------------------------------------
52 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
Fund Officers
-------------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
-------------------------------------------------------------------------
Christopher J. Kelley (47) 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 (49) Assistant Secretary Since 2010. Serves at
the discretion of the
Board.
-------------------------------------------------------------------------
Mark E. Bradley (52) 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 (47) Vice President and Associate General Counsel of Pioneer None
since 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 Presi-
dent and Senior Counsel of Pioneer from July 2002 to
December 2007
------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (50) Fund Governance Director of Pioneer since December 2006 None
and Assistant Secretary of all the Pioneer Funds since June
2010; Manager - Fund Governance of Pioneer from Decem-
ber 2003 to November 2006; and Senior Paralegal of
Pioneer from January 2000 to November 2003
------------------------------------------------------------------------------------------------------------------
Thomas Reyes (49) Counsel of Pioneer since June 2007 and Assistant Secretary None
of 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 (52) Vice President - Fund Accounting, Administration and Con- None
trollership Services of Pioneer; Treasurer of all of the
Pioneer Funds since March 2008; Deputy Treasurer of Pioneer
from March 2004 to February 2008; and Assistant Treasurer of
all of the Pioneer Funds from March 2004 to February 2008
------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (46) Assistant Vice President - Fund Accounting, Administration None
and Controllership Services of Pioneer; and Assistant Trea-
surer of all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------
Gary Sullivan (53) Fund Accounting Manager - Fund Accounting, Administration None
and Controllership Services of Pioneer; and Assistant Trea-
surer of all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 53
Fund Officers (continued)
------------------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Fund and Term of Office
------------------------------------------------------------------------------
David F. Johnson (32) Assistant Treasurer Since 2009. Serves at
the discretion of the
Board.
------------------------------------------------------------------------------
Jean M. Bradley (59) 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 (32) Fund Administration Manager - Fund Accounting, Administra- None
tion 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 (59) Chief Compliance Officer of Pioneer and of all the Pioneer None
Funds 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
------------------------------------------------------------------------------------------------------------------
54 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 55
This page for your notes.
56 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 57
This page for your notes.
58 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/11 59
This page for your notes.
60 Pioneer Growth Opportunities Fund | Annual Report | 12/31/11
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:
--------------------------------------------------------------------------------
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 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 (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Trust's seven series,
including fees associated with the initial and routine filings of
its Form N-1A, totaled approximately $76,172 in 2011 and
$101,158 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 audit-related services provided to the
Trust during the fiscal years ended December 31, 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 $16,580in 2011 and $24,870 in 2010.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
Other Fees
There were no other services provided to the
Trust during the fiscal years ended December 31, 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 Trust's audit committee is required to pre-
approve services to affiliates defined by SEC rules to the
extent that the services are determined to have a direct impact
on the operations or financial reporting of the Trust.
For the years ended December 31, 2011 and 2010, there were
no services provided to an affiliate that required the Trust's
audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Fund and affiliates, as
previously defined, totaled $16,580 in 2011 and $24,870 in
2010.
(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 II
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date February 29, 2012
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 February 29, 2012
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date February 29, 2012
* Print the name and title of each signing officer under his or her signature.