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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21664
Pioneer Series Trust III
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: June 30
Date of reporting period: July 1, 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.
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Pioneer Cullen
Value Fund
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Semiannual Report | December 31, 2011
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Ticker Symbols:
Class A CVFCX
Class B CVFBX
Class C CVCFX
Class R CVRFX
Class Y CVFYX
Class Z CVFZX
[LOGO]PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 16
Schedule of Investments 18
Financial Statements 22
Notes to Financial Statements 32
Approval of Investment Advisory and Sub-Advisory Agreements 40
Trustees, Officers and Service Providers 45
Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund | Semiannual 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 Cullen Value Fund | Semiannual Report | 12/31/11 3
Portfolio Management Discussion | 12/31/11
The equity market struggled during the six-month period ended December 31, 2011,
as investors' fears about the European debt crisis and its possible effect on
the global economy increased. In the following interview, James P. Cullen,
President of Cullen Capital Management LLC, Pioneer Cullen Value Fund's
subadviser, discusses the factors that affected the performance of the Fund
during the six months ended December 31, 2011. Mr. Cullen oversees the team
responsible for the daily management of the Fund.
Q How did the Fund perform during the six months ended December 31, 2011?
A Pioneer Cullen Value Fund Class A shares returned -8.69% at net asset value
during the six months ended December 31, 2011, while the Fund's benchmark,
the Standard & Poor's 500 Index (the S&P 500), returned -3.70%. During the
same six-month period, the average return of the 539 mutual funds in
Lipper's Large Cap Value Funds category was -6.90%
Q What was the general market environment like during the six months ended
December 31, 2011, and how was the Fund's performance affected by that
environment?
A The domestic stock market delivered generally negative returns during the
six-month period as investors focused on a variety of issues that
potentially could undercut economic growth. The sovereign-debt crisis in
Europe and its potential effects on the major European banks were among
investors' greatest concerns. Many observers worried that the European
economy would fall back into recession and that such an occurrence could
have a contagion effect on the global economy. The concerns about Europe
had a particularly strong impact on the performance of American Depository
Receipts (ADRs) traded on U.S. stock exchanges. (ADRs are negotiable
certificates that are denominated in the U.S. dollar and that represent a
specified number of shares of stock of a foreign corporation.) ADRs sold
off severely during the six-month period, even in cases when the actual
company represented by specific ADRs produced good earnings results.
The domestic equity market endured its greatest volatility in the third
calendar quarter of 2011 (July through September). In a general stock sell-
off, the market saw an outflow of investor assets. Equity-oriented mutual
funds, for example, suffered a decline in total assets, while assets in
bond funds increased. The market environment appeared to stabilize
somewhat, however, in the final quarter of 2011.
4 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
Exposure to ADRs was the primary factor behind the Fund's
benchmark-relative underperformance during the six-month period ended
December 31, 2011. The Fund maintained a substantial weighting in ADRs of
foreign corporations with healthy earnings prospects -- companies that we
believed represented good investment values. As of December 31, 2011, for
example, approximately 25% of the Fund's net assets were invested in ADRs.
The ADRs tended to be of European corporations that are major global
competitors and that derive most of their earnings from operations outside
Europe. Nevertheless, many of the ADRs suffered significant price losses
during the six-month period as investors fled from securities they believed
exposed them to European debt problems. The cumulative negative effect of
the Fund's ADR holdings held back relative performance, despite generally
positive returns from the Fund's domestic stock holdings and the solid
earnings results from most foreign companies represented by the Fund's
ADRs. By the end of 2011, many of the ADRs were selling at significantly
lower prices than their American counterparts with similar businesses and
earnings. In pharmaceuticals, for example, the ADR of German corporation AG
Bayer was selling at a price/earnings (P/E) ratio of about 9, and the ADR
of Swiss company Novartis was selling at a P/E of about 10; while the stock
of American corporation Bristol Myers was selling at a P/E of about 15. The
situation was the same in other industries and sectors outside of
pharmaceuticals.
While the Fund's exposure to ADRs resulted in underperformance of the S&P
500 during the six months ended December 31, 2011, we retained the
positions, believing the holdings continued to represent demonstrably good
investment opportunities at very attractive price levels. We anticipate
that as time progresses, the Fund's ADRs of globally oriented companies may
be able to produce strong investment results. The Fund's positioning is
consistent with our long-term investment discipline, which emphasizes
fundamental analysis of individual stocks and which focuses on what we
believe are higher-quality companies whose stock values appear inexpensive.
We especially like to invest the Fund in stocks offering above-average
dividend yields.
Q What individual investments most affected the Fund's performance in 2011,
both positively and negatively?
A The Fund's holdings in U.S.-based companies, most of which offered
investors good dividends, generally performed well during the six-month
period. In many cases, the Fund's top contributor holdings had
characteristics similar to those of the Fund's notable detractor holdings.
In such instances, the difference between the winners and losers during the
period tended to be whether or not the stock was of a U.S.-based
corporation: the U.S.-based firms were contributors to the Fund's
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 5
performance, while the detractors usually were ADR holdings of a similar
foreign corporation.
In health care, for example, the Fund's ADR position in German
pharmaceutical company A.G. Bayer declined by more than 20% during the
six-month period, while the Fund's stock position in U.S.-based
Bristol-Myers Squibb was up by more than 20%. In consumer staples,
U.S.-based Kraft Foods and personal care paper products company
Kimberly-Clark both had gains of 10% or more during the period, thus aiding
the Fund's performance, while the Switzerland-based Nestle was down by
about 7% and hurt the Fund's relative returns. In energy, U.S.-based
ConocoPhillips' performance was flat during the six-month period, while
ADRs for PetroChina and Brazil's Petrobras both were down by 15% or more
and hurt the Fund's performance. In the industrials sector, Boeing was
flat, while German infrastructure company ABB was a big detractor from the
Fund's returns, declining by more than 25%.
The fear of European exposure also hurt the returns of some U.S. companies
owned by the Fund during the six-month period. In the financials sector,
for example, the Fund's holding in Chubb, a high-quality, U.S.-focused
insurer, gained 12%; while Citigroup, which is much more globally oriented,
was hammered during the period and declined by more than 30%.
Q What is your investment outlook?
A Equities, which had been out of favor for a good portion of 2011, are
selling at extremely attractive valuations as we enter 2012. The
fundamentals underlying stocks also appear favorable. Corporate earnings
appear quite healthy, as cautious companies have strengthened their balance
sheets by reducing debt while building up their cash positions. While we do
not think corporations are likely to go on a spending spree, as they might
have in the speculative bubble leading up to the 2008 financial crisis, we
do think they will gradually put their money to work in investments that
can translate into further earnings gains.
One key element needed for a prolonged stock market rally, in our view, is
high confidence about the future. Confidence typically is slow to return
following a severe economic disruption. However, we think we should begin
to see greater confidence as evidence accumulates that the economic
recovery is gathering strength. The domestic economy has been showing more
strength of late, and some progress even has been made in resolving the
nagging European debt problems. While the looming 2012 U.S. elections are
adding to the market's uncertainty, we believe both consumers and investors
should begin to have greater confidence in the durability of the economy.
6 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
We continue to believe in our value-oriented stock selection discipline for
the Fund, which has built a solid record over time. The value investing
style has been out of favor for much of the past two years, as stocks that
typically are more speculative have tended to be the performance leaders.
However, a look at the historical record suggests that now could be a good
time to own a portfolio of higher-quality, low-priced stocks with good
dividend* yields.
We think the Fund is very well positioned to take advantage of the longer-
term opportunities we see in the market.
* Dividends are not guaranteed.
Please refer to the Schedule of Investments on pages 18-21 for a full listing of
Fund securities
Investing in mid-sized companies may offer the potential for higher returns, but
are also subject to greater short-term price fluctuations than larger, more
established companies.
The Fund invests in a limited number of securities and, as a result, the Fund's
performance may be more volatile than the performance of other funds holding
more securities.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
These risks may increase share price volatility.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These statements should not
be relied upon for any other purposes.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 7
Portfolio Summary | 12/31/11
Portfolio Diversification
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(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 74.4%
Depositary Receipts for International Stocks 23.1%
Temporary Cash Investments 2.5%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Health Care 21.5%
Industrials 17.9%
Consumer Staples 16.8%
Energy 10.0%
Telecommunication Services 9.7%
Information Technology 9.6%
Financials 8.6%
Consumer Discretionary 5.1%
Materials 0.8%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Chubb Corp. 4.50%
2. ConocoPhillips, Inc. 4.23
3. Kraft Foods, Inc. 4.14
4. Unilever N.V. 3.99
5. Abbott Laboratories Co. 3.93
6. Kimberly Clark Corp. 3.92
7. The Walt Disney Co. 3.91
8. Merck & Co. Inc. 3.68
9. Verizon Communications, Inc. 3.67
10. Covidien, Ltd. 3.61
* This list excludes temporary cash investments and derivative instruments.
The portfolio is actively managed, and current holdings may be different.
The holdings listed should not be considered recommendations to buy or sell
any securities listed.
8 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
Prices and Distributions | 12/31/11
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 12/31/11 6/30/11
--------------------------------------------------------------------------------
A $ 17.03 $ 18.96
--------------------------------------------------------------------------------
B $ 17.01 $ 18.81
--------------------------------------------------------------------------------
C $ 16.92 $ 18.74
--------------------------------------------------------------------------------
R $ 16.81 $ 18.69
--------------------------------------------------------------------------------
Y $ 17.06 $ 19.05
--------------------------------------------------------------------------------
Z $ 16.93 $ 18.91
--------------------------------------------------------------------------------
Distributions per Share: 7/1/11-12/31/11
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $ 0.2822 $ -- $ --
--------------------------------------------------------------------------------
B $ 0.0848 $ -- $ --
--------------------------------------------------------------------------------
C $ 0.1308 $ -- $ --
--------------------------------------------------------------------------------
R $ 0.2296 $ -- $ --
--------------------------------------------------------------------------------
Y $ 0.3635 $ -- $ --
--------------------------------------------------------------------------------
Z $ 0.3647 $ -- $ --
--------------------------------------------------------------------------------
Index Definition
--------------------------------------------------------------------------------
The Standard & Poor's 500 Index is a commonly used measure of the broad U.S.
stock market. Index returns assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. It is not possible
to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 10-15.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 9
Performance Update | 12/31/11 Class A Shares
Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund at public offering price, compared
to that of the S&P 500 Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------------------------
10 Years 5.71% 5.09%
5 Years -1.90 -3.06
1 Year -4.62 -10.12
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.13% 1.13%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
12/01 $ 9,425 $10,000
12/02 $ 8,680 $ 7,791
12/03 $11,984 $10,024
12/04 $13,679 $11,114
12/05 $15,503 $11,660
12/06 $18,081 $13,500
12/07 $19,314 $14,241
12/08 $13,158 $ 8,973
12/09 $15,659 $11,348
12/10 $17,222 $13,060
12/11 $16,426 $13,333
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 Cullen Value Fund acquired the assets and liabilities of the predecessor
Cullen Value Fund on February 25, 2005. The performance shown for Class A shares
of the Fund from December 1, 2001, to February 25, 2005, is the performance of
Cullen Value Fund's single class, which has been restated to reflect differences
in any applicable sales charge (but not other differences in expenses). If all
expenses of the Fund were reflected, the performance would be lower.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
10 Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 5.07% 5.07%
5 Years -2.77 -2.77
1 Year -5.45 -9.21
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
2.06% 2.06%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
12/01 $10,000 $10,000
12/02 $ 9,208 $ 7,791
12/03 $12,713 $10,024
12/04 $14,510 $11,114
12/05 $16,328 $11,660
12/06 $18,868 $13,500
12/07 $19,989 $14,241
12/08 $13,496 $ 8,973
12/09 $15,916 $11,348
12/10 $17,341 $13,060
12/11 $16,396 $13,333
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 Cullen Value Fund acquired the assets and liabilities of the predecessor
Cullen Value Fund on February 25, 2005. The performance shown for Class B shares
of the Fund from December 1, 2001, to February 25, 2005, is the performance of
Cullen Value Fund's single class, which has been restated to reflect differences
in any applicable sales charge (but not other differences in expenses). If all
expenses of the Fund were reflected, the performance would be lower.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
results reflect the deduction of the maximum applicable contingent deferred
sales charge (CDSC). The maximum CDSC is 4% and declines over five years. All
results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 5.16% 5.16%
5 Years -2.64 -2.64
1 Year -5.33 -5.33
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.87% 1.87%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
12/01 $10,000 $10,000
12/02 $ 9,208 $ 7,791
12/03 $12,713 $10,024
12/04 $14,510 $11,114
12/05 $16,331 $11,660
12/06 $18,902 $13,500
12/07 $20,044 $14,241
12/08 $13,543 $ 8,973
12/09 $15,998 $11,348
12/10 $17,469 $13,060
12/11 $16,539 $13,333
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 Cullen Value Fund acquired the assets and liabilities of the predecessor
Cullen Value Fund on February 25, 2005. The performance shown for Class C shares
of the Fund from December 1, 2001, to February 25, 2005, is the performance of
Cullen Value Fund's single class, which has been restated to reflect differences
in any applicable sales charge (but not other differences in expenses). If all
expenses of the Fund were reflected, the performance would be lower.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
12 Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 5.28% 5.28%
5 Years -2.15 -2.15
1 Year -4.86 -4.86
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.63% 1.40%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
12/01 $10,000 $10,000
12/02 $ 9,162 $ 7,791
12/03 $12,587 $10,024
12/04 $14,296 $11,114
12/05 $16,122 $11,660
12/06 $18,641 $13,500
12/07 $19,857 $14,241
12/08 $13,486 $ 8,973
12/09 $16,026 $11,348
12/10 $17,576 $13,060
12/11 $16,721 $13,333
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 Cullen Value Fund acquired the assets and liabilities of the predecessor
Cullen Value Fund on February 25, 2005. The performance shown for Class R shares
of the Fund from December 1, 2001, to February 25, 2005, is the performance of
the predecessor Cullen Value Fund's single class, which has been restated to
reflect the higher distribution and service fees of the Fund's Class R shares.
The performance shown for Class R shares for the period from February 28, 2005,
to the commencement of operations of Class R shares on November 1, 2006, is
based on the performance of the Pioneer Cullen Value Fund's Class A shares,
reduced to reflect the higher distribution and service fees of Class R shares.
For the period beginning November 1, 2006, the actual performance of Class R
shares is reflected. Class R shares are not subject to sales charges and are
available for limited groups of eligible investors, including institutional
investors. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitations currently in
effect through November 1, 2013, for Class R shares. There can be no assurance
that Pioneer will extend the expense limitations beyond such time. Please see
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund | Semiannual 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 Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 5.96% 5.96%
5 Years -1.55 -1.55
1 Year -4.27 -4.27
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
0.78% 0.78%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Cullen S&P 500
Value Fund Index
12/01 $ 5,000,000 $5,000,000
12/02 $ 4,603,881 $3,895,383
12/03 $ 6,356,381 $5,012,080
12/04 $ 7,255,215 $5,557,098
12/05 $ 8,238,009 $5,829,796
12/06 $ 9,644,627 $6,749,814
12/07 $10,336,224 $7,120,352
12/08 $ 7,066,547 $4,486,520
12/09 $ 8,443,336 $5,674,186
12/10 $ 9,319,139 $6,530,126
12/11 $ 8,921,104 $6,666,445
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 Cullen Value Fund acquired the assets and liabilities of the predecessor
Cullen Value Fund on February 25, 2005. The performance shown for Class Y shares
of the Fund from December 1, 2001, to February 25, 2005, is the performance of
the predecessor Cullen Value Fund's single class, which has not been restated to
reflect any differences in expenses. The predecessor Cullen Value Fund had
higher expenses than those of the Fund's Class Y shares. Since the fees for the
predecessor fund's single class were higher than those of Class Y shares of the
Fund, the performance of Class Y shares prior to their inception would have been
higher than the performance shown.
Class Y shares are not subject to sales charges and are available for limited
groups of eligible investors, including institutional investors. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
14 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
Performance Update | 12/31/11 Class Z Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of December 31, 2011)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 5.56% 5.56%
5 Years -2.07 -2.07
1 Year -4.30 -4.30
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
0.76% 0.76%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen S&P 500
Value Fund Index
12/01 $10,000 $10,000
12/02 $ 9,208 $ 7,791
12/03 $12,713 $10,024
12/04 $14,510 $11,114
12/05 $16,445 $11,660
12/06 $19,071 $13,500
12/07 $20,141 $14,241
12/08 $13,606 $ 8,973
12/09 $16,263 $11,348
12/10 $17,951 $13,060
12/11 $17,180 $13,333
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 Cullen Value Fund acquired the assets and liabilities of the predecessor
Cullen Value Fund on February 25, 2005. The performance shown for Class Z shares
of the Fund from December 1, 2001, to February 25, 2005, is the performance of
the predecessor Cullen Value Fund's single class, which has not been restated to
reflect any differences in expenses. The predecessor Cullen Value Fund had
higher expenses than those of the Fund's Class Z shares.
Performance shown for Class Z shares for the period from February 25, 2005, to
the inception of Class Z shares on November 1, 2008, reflects the NAV
performance of the Pioneer Cullen Value Fund's Class A shares. The performance
does not reflect differences in expenses, including the Rule 12b-1 fees
applicable to Class A shares. Since fees for Class A shares are generally higher
than those of Class Z shares, the performance for Class Z shares prior to their
inception would have been higher than that shown. Class Z shares are not subject
to sales charges and are available for limited groups of eligible investors,
including institutional investors. All results are historical and assume the
reinvestment of dividends and capital gains. Other share classes are available
for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 15
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
--------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund
Based on actual returns from July 1, 2011, through December 31, 2011.
----------------------------------------------------------------------------------------------------------------
Share Class A B C R Y Z
----------------------------------------------------------------------------------------------------------------
Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value on 7/1/11
----------------------------------------------------------------------------------------------------------------
Ending Account Value $ 913.10 $ 908.80 $ 909.90 $ 911.70 $ 914.60 $ 914.50
(afterexpenses)
on 12/31/11
----------------------------------------------------------------------------------------------------------------
Expenses Paid During Period* $ 5.63 $ 9.88 $ 9.03 $ 6.73 $ 3.71 $ 3.75
----------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.17%, 2.06%,
1.88%, 1.40%, 0.77%, and 0.78% for Class A, Class B, Class C, Class R,
Class Y, and Class Z shares respectively, multiplied by the average account
value over the period, multiplied by 184/366 (to reflect the one-half year
period).
16 Pioneer Cullen Value Fund | Semiannual 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 Cullen Value 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 R Y Z
----------------------------------------------------------------------------------------------------------------
Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Value on 7/1/11
----------------------------------------------------------------------------------------------------------------
Ending Account Value $ 1,019.25 $ 1,014.78 $ 1,015.69 $ 1,018.10 $ 1,021.27 $ 1,021.22
(after expenses)
on 12/31/11
----------------------------------------------------------------------------------------------------------------
Expenses Paid $ 5.94 $ 10.43 $ 9.53 $ 7.10 $ 3.91 $ 3.96
During Period*
----------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.17%, 2.06%,
1.88%, 1.40%, 0.77%, and 0.78% for Class A, Class B, Class C, Class R,
Class Y, and Class Z shares respectively, multiplied by the average account
value over the period, multiplied by 184/366 (to reflect the one-half year
period).
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 17
Schedule of Investments | 12/31/11 (unaudited)
----------------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------------
COMMON STOCKS -- 97.1%
ENERGY -- 9.6%
Integrated Oil & Gas -- 9.6%
2,481,400 ConocoPhillips, Inc. $ 180,819,618
9,381,200 Gazpom OAO (A.D.R.)* 100,200,597
554,000 PetroChina Co., Ltd. (A.D.R.)* 68,867,740
3,063,500 Petroleo Brasileiro SA 76,127,975
--------------
$ 426,015,930
--------------
Total Energy $ 426,015,930
----------------------------------------------------------------------------------------
MATERIALS -- 0.8%
Fertilizers & Agricultural Chemicals -- 0.8%
718,950 The Mosaic Co.* $ 36,256,649
--------------
Total Materials $ 36,256,649
----------------------------------------------------------------------------------------
CAPITAL GOODS -- 15.2%
Aerospace & Defense -- 6.9%
1,421,600 Boeing Co. $ 104,274,360
2,869,600 Exelis, Inc.* 25,969,880
1,434,800 ITT Corp. 27,734,684
1,971,000 United Technologies Corp. 144,060,390
--------------
$ 302,039,314
----------------------------------------------------------------------------------------
Heavy Electrical Equipment -- 3.3%
5,152,700 ABB, Ltd. $ 97,025,341
16,600,000 Alstom SA 48,970,000
--------------
$ 145,995,341
----------------------------------------------------------------------------------------
Industrial Conglomerates -- 3.3%
1,794,850 3M Co. $ 146,693,091
----------------------------------------------------------------------------------------
Industrial Machinery -- 1.7%
2,869,600 Xylem, Inc., NY* $ 73,720,024
--------------
Total Capital Goods $ 668,447,770
----------------------------------------------------------------------------------------
TRANSPORTATION -- 2.2%
Railroads -- 2.2%
1,398,320 Canadian Pacific Railway, Ltd. $ 94,624,314
--------------
Total Transportation $ 94,624,314
----------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 1.2%
Auto Parts & Equipment -- 1.2%
824,600 BorgWarner, Inc.* $ 52,560,004
--------------
Total Automobiles & Components $ 52,560,004
----------------------------------------------------------------------------------------
MEDIA -- 3.8%
Movies & Entertainment -- 3.8%
4,458,450 The Walt Disney Co. $ 167,191,875
--------------
Total Media $ 167,191,875
----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
----------------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 12.5%
Agricultural Products -- 1.5%
2,270,000 Archer Daniels Midland Co. $ 64,922,000
----------------------------------------------------------------------------------------
Packaged Foods & Meats -- 11.0%
4,732,600 Kraft Foods, Inc. $ 176,809,936
2,373,500 Nestle SA (A.D.R.)* 136,974,685
4,953,600 Unilever N.V. 170,255,232
--------------
$ 484,039,853
--------------
Total Food, Beverage & Tobacco $ 548,961,853
----------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 3.8%
Household Products -- 3.8%
2,278,000 Kimberly-Clark Corp. $ 167,569,680
--------------
Total Household & Personal Products $ 167,569,680
----------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 3.5%
Health Care Equipment -- 3.5%
3,426,700 Covidien, Ltd. $ 154,235,767
--------------
Total Health Care Equipment & Services $ 154,235,767
----------------------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY -- 17.4%
Pharmaceuticals -- 17.4%
2,983,000 Abbott Laboratories Co. $ 167,734,090
1,133,700 Bayer AG (A.D.R.) 72,330,060
3,809,200 Bristol-Myers Squibb Co. 134,236,208
2,159,500 Johnson & Johnson, Inc. 141,620,010
4,165,000 Merck & Co., Inc. 157,020,500
1,617,950 Novartis AG (A.D.R.)* 92,498,202
--------------
$ 765,439,070
--------------
Total Pharmaceuticals & Biotechnology $ 765,439,070
----------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 4.0%
Diversified Finance Services -- 4.0%
2,448,140 Citigroup, Inc. $ 64,410,563
3,307,050 JPMorgan Chase & Co. 109,959,413
--------------
$ 174,369,976
--------------
Total Diversified Financials $ 174,369,976
----------------------------------------------------------------------------------------
INSURANCE -- 4.4%
Property & Casualty Insurance -- 4.4%
2,780,500 Chubb Corp. $ 192,466,210
--------------
Total Insurance $ 192,466,210
----------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 3.5%
Systems Software -- 3.5%
5,869,600 Microsoft Corp. $ 152,374,816
--------------
Total Software & Services $ 152,374,816
----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 19
Schedule of Investments | 12/31/11 (unaudited) (continued)
----------------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 5.8%
Computer Hardware -- 1.5%
2,583,000 Hewlett-Packard Co. $ 66,538,080
----------------------------------------------------------------------------------------
Technology Distributors -- 4.3%
2,657,550 Arrow Electronics, Inc.* $ 99,418,946
2,936,900 Avnet, Inc.* 91,308,220
--------------
$ 190,727,166
--------------
Total Technology Hardware & Equipment $ 257,265,246
----------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 9.4%
Integrated Telecommunication Services -- 6.0%
3,589,000 AT&T Corp. $ 108,531,360
3,900,000 Verizon Communications, Inc. 156,468,000
--------------
$ 264,999,360
----------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 3.4%
5,300,000 Vodafone Group Plc (A.D.R.) $ 148,559,000
--------------
Total Telecommunication Services $ 413,558,360
----------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $3,826,593,203) $4,271,337,520
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Principal
Amount ($)
----------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 2.5%
Repurchase Agreements -- 2.5%
43,530,000 RBC Capital Markets Corp., 0.02%, dated 12/30/11,
repurchase price of $43,530,000 plus accrued interest on
1/3/12 collateralized by $44,400,600 Federal National
Mortgage Association (ARM), 3.754%, 12/1/39 $ 43,530,000
65,530,000 TD Securities, Inc., 0.01%, dated 12/30/11, repurchase
price of $65,530,000 plus accrued interest on 1/3/12
collateralized by $66,840,631 U.S. Treasury
Bond, 2.375%, 1/15/27 65,530,000
--------------
Total Repurchase Agreements $ 109,060,000
----------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $109,060,000) $ 109,060,000
----------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 99.6%
(Cost $3,935,653,203) (a) $4,380,397,520
----------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- 0.4% $ 19,722,758
----------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $4,400,120,278
========================================================================================
* Non-income producing security.
(A.D.R.) American Depository Receipt.
The accompanying notes are an integral part of these financial statements.
20 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
(a) At December 31, 2011, the net unrealized gain on investments based on
cost for federal income tax purposes of $3,936,045,159 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $704,761,636
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (260,409,275)
------------
Net unrealized gain $444,352,361
============
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended December 31, 2011 aggregated $335,496,871 and $593,381,958,
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) 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 $4,271,337,520 $ -- $-- $4,271,337,520
Repurchase Agreements -- 109,060,000 -- 109,060,000
------------------------------------------------------------------------------------
Total $4,271,337,520 $190,060,000 $-- $4,380,397,520
====================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 21
Statement of Assets and Liabilities | 12/31/11 (unaudited)
ASSETS:
Investment in securities (cost $3,935,653,203) $4,380,397,520
Cash 19,146,156
Receivables --
Fund shares sold 10,409,950
Dividends 15,814,248
Interest 895,565
Other 153,775
--------------------------------------------------------------------------
Total assets $4,426,817,214
--------------------------------------------------------------------------
LIABILITIES:
Payables --
Fund shares repurchased $ 25,793,841
Due to Pioneer Investment Management, Inc. 16,423
Due to affiliates 742,628
Accrued expenses 144,044
--------------------------------------------------------------------------
Total liabilities $ 26,696,936
--------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $4,638,608,482
Undistributed net investment income 5,428,341
Accumulated net realized loss on investments (688,660,862)
Net unrealized gain on investments 444,744,317
--------------------------------------------------------------------------
Total net assets $4,400,120,278
==========================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $1,574,033,959/92,433,782 shares) $ 17.03
Class B (based on $44,308,083/2,605,288 shares) $ 17.01
Class C (based on $344,213,842/20,348,163 shares) $ 16.92
Class R (based on $29,136,039/1,733,305 shares) $ 16.81
Class Y (based on $2,371,730,631/139,019,487 shares) $ 17.06
Class Z (based on $36,697,724/2,167,232 shares) $ 16.93
MAXIMUM OFFERING PRICE:
Class A ($17.03 [divided by] 94.25%) $ 18.07
==========================================================================
The accompanying notes are an integral part of these financial statements.
22 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
Statement of Operations (unaudited)
For the Six Months Ended 12/31/11
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $1,874,298) $ 60,175,252
Income from securities loaned, net 221,832
------------------------------------------------------------------------------------------------
Total investment income $ 60,397,084
------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 14,333,015
Transfer agent fees
Class A 686,956
Class B 52,215
Class C 172,778
Class R 14,812
Class Y 164,093
Class Z 8,167
Distribution fees
Class A 2,172,984
Class B 241,043
Class C 1,879,745
Class R 82,409
Shareholder communication expense 3,032,839
Administrative reimbursements 676,005
Custodian fees 44,492
Registration fees 95,127
Professional fees 95,225
Printing expense 49,091
Fees and expenses of nonaffiliated trustees 77,250
Miscellaneous 41,984
------------------------------------------------------------------------------------------------
Total expenses $ 23,920,230
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. (5,560)
------------------------------------------------------------------------------------------------
Net expenses $ 23,914,670
------------------------------------------------------------------------------------------------
Net investment income $ 36,482,414
------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on:
Investments $(143,556,714)
Class Actions 2,013 $(143,554,701)
------------------------------------------------------------------------------------------------
Change in net unrealized gain on investments $(363,185,411)
------------------------------------------------------------------------------------------------
Net loss on investments $(506,740,112)
------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations $(470,257,698)
------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 23
Statements of Changes in Net Assets
----------------------------------------------------------------------------------------------
Six Months
Ended
12/31/11 Year Ended
(unaudited) 6/30/11
----------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 36,482,414 $ 69,245,287
Net realized gain (loss) on investments (143,554,701) 135,563,357
Change in net unrealized gain (loss) on investments (363,185,411) 944,021,896
----------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations $ (470,257,698) $1,148,830,540
----------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.28 and $0.18 per share, respectively) $ (26,025,849) $ (22,372,948)
Class B ($0.08 and $0.01 per share, respectively) (221,047) (24,296)
Class C ($0.13 and $0.05 per share, respectively) (2,656,119) (1,335,658)
Class R ($0.23 and $0.17 per share, respectively) (390,615) (345,314)
Class Y ($0.36 and $0.25 per share, respectively) (49,749,784) (34,305,744)
Class Z ($0.36 and $0.25 per share, respectively) (733,366) (486,529)
----------------------------------------------------------------------------------------------
Total distributions to shareowners $ (79,776,780) $ (58,870,489)
----------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 474,356,192 $1,288,408,164
Reinvestment of distributions 71,230,743 51,859,646
Cost of shares repurchased (940,895,652) (1,636,034,162)
----------------------------------------------------------------------------------------------
Net decrease in net assets resulting from Fund share
transactions $ (395,308,717) $ (295,766,352)
----------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $ (945,343,195) $ 794,193,699
NET ASSETS:
Beginning of period 5,345,463,473 4,551,269,774
----------------------------------------------------------------------------------------------
End of period $4,400,120,278 $5,345,463,473
==============================================================================================
Undistributed net investment income $ 5,428,341 $ 48,722,707
==============================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
----------------------------------------------------------------------------------------------
'11 Shares '11 Amount 6/11 Shares 6/11 Amount
(unaudited) (unaudited)
----------------------------------------------------------------------------------------------
Class A
Shares sold 7,718,453 $ 131,990,941 24,555,876 $ 437,124,157
Reinvestment of distributions 1,411,135 24,073,978 1,139,974 20,656,331
Less shares repurchased (27,592,765) (472,847,656) (47,648,972) (853,065,257)
----------------------------------------------------------------------------------------------
Net decrease (18,463,177) $(316,782,737) (21,953,122) $(395,284,769)
==============================================================================================
Class B
Shares sold 23,949 $ 397,564 71,071 $ 1,260,798
Reinvestment of distributions 10,970 186,935 1,148 20,728
Less shares repurchased (500,113) (8,473,177) (1,127,701) (19,997,521)
----------------------------------------------------------------------------------------------
Net decrease (465,194) $ (7,888,678) (1,055,482) $ (18,715,995)
==============================================================================================
Class C
Shares sold 714,745 $ 12,036,499 2,720,822 $ 48,118,007
Reinvestment of distributions 119,662 2,028,281 56,070 1,008,075
Less shares repurchased (4,243,717) (71,452,385) (7,668,568) (135,130,166)
----------------------------------------------------------------------------------------------
Net decrease (3,409,310) $ (57,387,605) (4,891,676) $ (86,004,084)
==============================================================================================
Class R
Shares sold 291,407 $ 4,911,240 1,043,773 $ 18,369,151
Reinvestment of distributions 20,791 350,327 17,959 321,116
Less shares repurchased (668,388) (11,589,478) (671,585) (12,084,888)
----------------------------------------------------------------------------------------------
Net increase (decrease) (356,190) $ (6,327,911) 390,147 $ 6,605,379
==============================================================================================
Class Y
Shares sold 18,365,143 $ 315,076,597 42,477,718 $ 759,597,787
Reinvestment of distributions 2,566,042 43,879,311 1,623,335 29,496,003
Less shares repurchased (21,319,149) (362,571,952) (33,376,068) (599,345,591)
----------------------------------------------------------------------------------------------
Net increase (decrease) (387,964) $ (3,616,044) 10,724,985 $ 189,748,199
==============================================================================================
Class Z
Shares sold 583,400 $ 9,943,351 1,325,876 $ 23,938,264
Reinvestment of distributions 41,951 711,911 19,822 357,393
Less shares repurchased (832,579) (13,961,004) (933,149) (16,410,739)
----------------------------------------------------------------------------------------------
Net increase (decrease) (207,228) $ (3,305,742) 412,549 $ 7,884,918
==============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 25
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Six Months Ended Year Year Year Year Year
12/31/11 Ended Ended Ended Ended Ended
(unaudited) 6/30/11 6/30/10 6/30/09 6/30/08 6/30/07
------------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 18.96 $ 15.26 $ 14.15 $ 18.97 $ 21.21 $ 18.28
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.17 $ 0.25 $ 0.19 $ 0.22 $ 0.24 $ 0.26
Net realized and unrealized gain (loss) on
investments (1.82) 3.63 1.09 (4.86) (2.16) 2.86
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment
operations $ (1.65) $ 3.88 $ 1.28 $ (4.64) $ (1.92) $ 3.12
Distributions to shareowners:
Net investment income (0.28) (0.18) (0.17) (0.18) (0.27) (0.18)
Net realized gain -- -- -- -- (0.05) (0.01)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (1.93) $ 3.70 $ 1.11 $ (4.82) $ (2.24) $ 2.93
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 17.03 $ 18.96 $ 15.26 $ 14.15 $ 18.97 $ 21.21
====================================================================================================================================
Total return* (8.69)% 25.50% 8.95% (24.41)% (9.22)% 17.13%
Ratio of net expenses to average net assets+ 1.17%** 1.13% 1.17% 1.18% 1.09% 1.09%
Ratio of net investment income to average net
assets+ 1.41%** 1.23% 1.08% 1.63% 1.28% 1.67%
Portfolio turnover rate 15%** 12% 12% 19% 13% 15%
Net assets, end of period (in thousands) $1,574,034 $2,102,980 $2,027,653 $2,021,300 $2,224,629 $1,828,453
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for
fees paid indirectly:
Net expenses 1.17%** 1.13% 1.17% 1.18% 1.09% 1.09%
Net investment income 1.41%** 1.23% 1.08% 1.63% 1.28% 1.67%
Ratios with waiver of fees and assumption of
expenses by the Adviser and reduction for fees
paid indirectly:
Net expenses 1.17%** 1.13% 1.17% 1.18% 1.09% 1.08%
Net investment income 1.41%** 1.23% 1.08% 1.63% 1.29% 1.68%
====================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
26 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
------------------------------------------------------------------------------------------------------------------------------------
Six Months Ended Year Year Year Year Year
12/31/11 Ended Ended Ended Ended Ended
(unaudited) 6/30/11 6/30/10 6/30/09 6/30/08 6/30/07
------------------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 18.81 $ 15.13 $ 14.03 $ 18.75 $ 20.96 $ 18.11
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.08 $ 0.10 $ 0.06 $ 0.12 $ 0.08 $ 0.10
Net realized and unrealized gain (loss) on investments (1.80) 3.59 1.07 (4.83) (2.16) 2.81
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (1.72) $ 3.69 $ 1.13 $ (4.71) $ (2.08) $ 2.91
Distributions to shareowners:
Net investment income (0.08) (0.01) (0.03) (0.01) (0.08) (0.05)
Net realized gain -- -- -- -- (0.05) (0.01)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (1.80) $ 3.68 $ 1.10 $ (4.72) $ (2.21) $ 2.85
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 17.01 $ 18.81 $ 15.13 $ 14.03 $ 18.75 $ 20.96
====================================================================================================================================
Total return* (9.12)% 24.37% 8.03% (25.12)% (9.99)% 16.09%
Ratio of net expenses to average net assets+ 2.06%** 2.06% 2.05% 2.12% 1.93% 2.00%
Ratio of net investment income to average net assets+ 0.53%** 0.30% 0.19% 0.66% 0.44% 0.75%
Portfolio turnover rate 15%** 12% 12% 19% 13% 15%
Net assets, end of period (in thousands) $ 44,308 $ 57,748 $ 62,428 $ 68,240 $104,145 $112,795
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees paid
indirectly:
Net expenses 2.06%** 2.06% 2.05% 2.12% 1.93% 2.00%
Net investment income 0.53%** 0.30% 0.19% 0.66% 0.44% 0.75%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 2.06%** 2.06% 2.05% 2.11% 1.92% 1.99%
Net investment income 0.53%** 0.30% 0.19% 0.67% 0.45% 0.76%
====================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 27
Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------------
Six Months Ended Year Year Year Year Year
12/31/11 Ended Ended Ended Ended Ended
(unaudited) 6/30/11 6/30/10 6/30/09 6/30/08 6/30/07
------------------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 18.74 $ 15.09 $ 14.00 $ 18.72 $ 20.95 $ 18.12
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.09 $ 0.11 $ 0.06 $ 0.13 $ 0.09 $ 0.11
Net realized and unrealized gain (loss) on investments (1.78) 3.59 1.09 (4.81) (2.15) 2.82
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (1.69) $ 3.70 $ 1.15 $ (4.68) $ (2.06) $ 2.93
Distributions to shareowners:
Net investment income (0.13) (0.05) (0.06) (0.04) (0.12) (0.09)
Net realized gain -- -- -- -- (0.05) (0.01)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (1.82) $ 3.65 $ 1.09 $ (4.72) $ (2.23) $ 2.83
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.92 $ 18.74 $ 15.09 $ 14.00 $ 18.72 $ 20.95
====================================================================================================================================
Total return* (9.01)% 24.54% 8.16% (24.98)% (9.92)% 16.21%
Ratio of net expenses to average net assets+ 1.88%** 1.87% 1.92% 1.96% 1.85% 1.87%
Ratio of net investment income to average net assets+ 0.71%** 0.49% 0.33% 0.83% 0.51% 0.89%
Portfolio turnover rate 15%** 12% 12% 19% 13% 15%
Net assets, end of period (in thousands) $344,214 $445,252 $432,245 $425,022 $588,241 $568,385
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees paid
indirectly:
Net expenses 1.88%** 1.87% 1.92% 1.96% 1.85% 1.87%
Net investment income 0.71%** 0.49% 0.33% 0.83% 0.51% 0.89%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 1.88%** 1.87% 1.92% 1.96% 1.84% 1.87%
Net investment income 0.71%** 0.49% 0.33% 0.83% 0.52% 0.89%
====================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
------------------------------------------------------------------------------------------------------------------------------------
Six Months Ended Year Year Year Year 11/1/06 (a)
12/31/11 Ended Ended Ended Ended to
(unaudited) 6/30/11 6/30/10 6/30/09 6/30/08 6/30/07
------------------------------------------------------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 18.69 $ 15.08 $ 14.03 $ 18.84 $ 21.15 $ 19.51
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.15 $ 0.15 $ 0.09 $ 0.13 $ 0.32 $ 0.28
Net realized and unrealized gain (loss) on
investments (1.80) 3.63 1.15 (4.76) (2.29) 1.56
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (1.65) $ 3.78 $ 1.24 $ (4.63) $ (1.97) $ 1.84
Distributions to shareowners:
Net investment income (0.23) (0.17) (0.19) (0.18) (0.29) (0.19)
Net realized gain -- -- -- -- (0.05) (0.01)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (1.88) $ 3.61 $ 1.05 $ (4.81) $ (2.31) $ 1.64
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.81 $ 18.69 $ 15.08 $ 14.03 $ 18.84 $ 21.15
====================================================================================================================================
Total return* (8.83)% 25.15% 8.75% (24.57)% (9.51)% 9.52%***
Ratio of net expenses to average net assets+ 1.40%** 1.40% 1.40% 1.40% 1.41% 1.40%**
Ratio of net investment income to average net assets+ 1.16%** 0.99% 0.93% 1.47% 1.13% 1.47%**
Portfolio turnover rate 15%** 12% 12% 19% 13% 15%**
Net assets, end of period (in thousands) $ 29,136 $ 39,046 $ 25,618 $ 9,420 $ 4,231 $ 300
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees
paid indirectly:
Net expenses 1.43%** 1.63% 1.85% 2.11% 1.48% 1.62%**
Net investment income 1.13%** 0.76% 0.48% 0.76% 1.06% 1.25%**
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid
indirectly:
Net expenses 1.40%** 1.40% 1.40% 1.40% 1.40% 1.40%**
Net investment income 1.16%** 0.99% 0.93% 1.47% 1.14% 1.47%**
====================================================================================================================================
(a) Class R shares were first publicly offered on November 1, 2006.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 29
Financial Highlights (continued)
--------------------------------------------------------------------------------------------------------------------------------
Six Months Ended Year Year Year Year Year
12/31/11 Ended Ended Ended Ended Ended
(unaudited) 6/30/11 6/30/10 6/30/09 6/30/08 6/30/07
--------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 19.05 $ 15.34 $ 14.21 $ 19.07 $ 21.30 $ 18.34
--------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.16 $ 0.27 $ 0.19 $ 0.21 $ 0.29 $ 0.28
Net realized and unrealized gain (loss) on
investments (1.79) 3.69 1.17 (4.83) (2.14) 2.91
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment
operations $ (1.63) $ 3.96 $ 1.36 $ (4.62) $ (1.85) $ 3.19
Distributions to shareowners:
Net investment income (0.36) (0.25) (0.23) (0.24) (0.33) (0.22)
Net realized gain -- -- -- -- (0.05) (0.01)
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (1.99) $ 3.71 $ 1.13 $ (4.86) $ (2.23) $ 2.96
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 17.06 $ 19.05 $ 15.34 $ 14.21 $ 19.07 $ 21.30
================================================================================================================================
Total return* (8.54)% 25.92% 9.47% (24.18)% (8.87)% 17.47%
Ratio of net expenses to average net assets+ 0.77%** 0.78% 0.75% 0.83% 0.75% 0.77%
Ratio of net investment income to average net
assets+ 1.83%** 1.61% 1.50% 2.01% 1.62% 2.00%
Portfolio turnover rate 15%** 12% 12% 19% 13% 15%
Net assets, end of period (in thousands) $2,371,731 $2,655,530 $1,973,461 $1,231,649 $818,534 $599,166
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for
fees paid indirectly:
Net expenses 0.77%** 0.78% 0.75% 0.83% 0.75% 0.77%
Net investment income 1.83%** 1.61% 1.50% 2.01% 1.62% 2.00%
Ratios with waiver of fees and assumption of
expenses by the Adviser and reduction for fees
paid indirectly:
Net expenses 0.77%** 0.78% 0.75% 0.83% 0.75% 0.77%
Net investment income 1.83%** 1.61% 1.50% 2.01% 1.62% 2.00%
================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
------------------------------------------------------------------------------------------------
Six Months
Ended Year Year 11/1/08 (a)
12/31/11 Ended Ended to
(unaudited) 6/30/11 6/30/10 6/30/09
------------------------------------------------------------------------------------------------
Class Z
Net asset value, beginning of period $ 18.91 $ 15.22 $ 14.12 $ 15.66
------------------------------------------------------------------------------------------------
Increase (decrease) from investment
operations:
Net investment income $ 0.19 $ 0.28 $ 0.14 $ 0.17
Net realized and unrealized gain
(loss) on investments (1.81) 3.66 1.20 (1.46)
------------------------------------------------------------------------------------------------
Net increase (decrease) from
investment operations $ (1.62) $ 3.94 $ 1.34 $ (1.29)
Distributions to shareowners:
Net investment income (0.36) (0.25) (0.24) (0.25)
Net realized gain -- -- -- --
------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (1.98) $ 3.69 $ 1.10 $ (1.54)
------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.93 $ 18.91 $ 15.22 $ 14.12
================================================================================================
Total return* (8.55)% 25.98% 9.36% 8.16%***
Ratio of net expenses to average net
assets+ 0.78%** 0.76% 0.80% 0.83%**
Ratio of net investment income to average
net assets+ 1.80%** 1.68% 1.49% 1.97%**
Portfolio turnover rate 15%** 12% 12% 19%**
Net assets, end of period (in thousands) $ 36,698 $44,907 $29,865 $ 5,674
Ratios with no waiver of fees and
assumption of expenses by the Adviser
and no reduction for fees paid indirectly:
Net expenses 0.78%** 0.76% 0.80% 0.83%**
Net investment income 1.80%** 1.68% 1.49% 1.97%**
Ratios with waiver of fees and assumption
of expenses by the Adviser and reduction
for fees paid indirectly:
Net expenses 0.78%** 0.76% 0.80% 0.83%**
Net investment income 1.80%** 1.68% 1.49% 1.97%**
================================================================================================
(a) Class Z shares were first publicly offered on November 1, 2008.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 31
Notes to Financial Statements | 12/31/11 (unaudited)
1. Organization and Significant Accounting Policies
Pioneer Cullen Value Fund (the Fund) is a series of Pioneer Series Trust III, a
Delaware statutory trust. The Fund is registered under the Investment Company
Act of 1940 as a diversified open-end management investment company. The
investment objective of the Fund is to seek capital appreciation. Current income
is a secondary objective.
The Fund offers six classes of shares designated as Class A, Class B, Class C,
Class R, Class Y and Class Z shares. Effective as of the close of business on
December 31, 2009, Class B shares are no longer offered to new or existing
shareholders, except that dividends and/or capital gain distributions may
continue to be reinvested in Class B shares, and shareholders may exchange their
Class B shares for Class B shares of other Pioneer funds, as permitted by
existing exchange privileges. Each class of shares represents an interest in the
same portfolio of investments of the Fund and has identical rights (based on
relative net asset values) to assets and liquidation proceeds. Share classes can
bear different rates of class-specific fees and expenses such as transfer agent
and distribution fees. Differences in class-specific fees and expenses will
result in differences in net investment income and, therefore, the payment of
different dividends from net investment income earned by each class. The Amended
and Restated Declaration of Trust of the Fund gives the Board the flexibility to
specify either per share voting or dollar-weighted voting when submitting
matters for shareholder approval. Under per share voting, each share of a class
of the Fund is entitled to one vote. Under dollar-weighted voting, a
shareholder's voting power is determined not by the number of shares owned, but
by the dollar value of the shares on the record date. Each share class has
exclusive voting rights with respect to matters affecting only that class,
including with respect to the distribution plan for that class. There is no
distribution plan for Class Y or Class Z shares. Class B shares convert to Class
A shares approximately eight years after the date of purchase.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the Fund
to, among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
income, expenses and gains and losses on investments during the reporting
period. Actual results could differ from those estimates.
32 Pioneer Cullen Value Fund | Semiannual 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. 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, there were no securities that were valued using fair
value methods (other than securities that were valued using prices supplied
by independent pricing services). Inputs used when applying fair value
methods to value a security may include credit ratings, the financial
condition of the company, current market conditions and comparable
securities.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in the exercise of reasonable diligence. Interest income is recorded
on the accrual basis. Dividend and interest income are reported net of
unrecoverable foreign taxes withheld at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 33
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.
Under the recently enacted Regulated Investment Company Modernization Act
of 2010, the Fund will be permitted to carry forward capital losses
incurred in taxable years beginning after December 22, 2010 for an
unlimited period. However, any losses incurred during those future years
will be required to be utilized prior to the losses incurred in
pre-enactment tax years. As a result of this ordering rule, pre-enactment
capital loss carryforwards may be more likely to expire unused.
Additionally, post enactment capital losses that are carried forward will
retain their character as either short-term or long-term capital losses
rather than being considered all short-term as under previous law.
The tax character of current year distributions payable will be determined
at the end of the current taxable year. The tax character of distributions
paid during the year ended June 30, 2011 was as follows:
--------------------------------------------------------------------------------
2011
--------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $58,870,489
Long-term capital gain --
--------------------------------------------------------------------------------
Total $58,870,489
================================================================================
The following shows the components of distributable earnings on a federal
income tax basis at June 30, 2011:
--------------------------------------------------------------------------------
2011
--------------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 48,722,707
Capital loss carryforward (544,714,205)
Unrealized appreciation 807,537,772
--------------------------------------------------------------------------------
Total $311,546,274
================================================================================
34 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
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 $43,794 in underwriting commissions on the sale of
Class A shares during the six months 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, Class C, and Class R shares of the Fund,
respectively (see Note 4). Class Y and Class Z shares do not pay
distribution fees. All expenses and fees paid to the transfer agent,
Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for its
services are allocated among the classes of shares based on the number of
accounts in each class and the ratable allocation of related out-of-pocket
expenses (see Note 3). During the six months ended December 31, 2011 the
Portfolio recognized gains of $2,013 in settlement of class action lawsuits
from several different companies, as reflected on the Statement of
Operations.
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class B, Class C, Class R, Class Y
and Class Z shares can reflect different transfer agent and distribution
expense rates.
E. 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.
F. 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
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 35
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.
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.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. Management fees are calculated daily at the annual rate of 0.70% of
the Fund's average daily net assets up to $1 billion, 0.65% of the next $1
billion, 0.60% of the next $1 billion, 0.55% of the next $4.5 billion, and
0.525% on assets over $7.5 billion. Prior to January 1, 2011, the Fund's
management fee was calculated daily at the annual rate of 0.70% of the Fund's
average daily net assets up to $1 billion, 0.65% of the next $1 billion, 0.60%
of the next $1 billion, and 0.55% on assets over $3 billion. For the six months
ended December 31, 2011, the effective management fee (excluding waivers and/or
assumption of expenses) was equivalent to 0.61% of the Fund's average daily net
assets.
PIM, and not the Fund, pays a portion of the fee it receives from the Fund to
Cullen Capital Management LLC as compensation for Cullen's subadvisory services
to the Fund.
36 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
PIM has contractually agreed to limit ordinary operating expenses of the Fund to
the extent required to reduce Fund expenses to 1.26%, 1.40% and 1.01% of the
average daily net assets attributable to Class A, Class R and Class Y shares
respectively. Class B, Class C and Class Z shares do not have an expense
limitation. Fees waived and expenses reimbursed during the six months ended
December 31, 2011 are reflected on the Statement of Operations. These expense
limitations are in effect through November 1, 2013 for Class R shares, and
through June 1, 2013 for Class A and Class Y shares. PIM also contractually
agreed to limit ordinary operating expenses of the Fund to the extent required
to reduce Fund expenses to 1.25% of the average daily net assets attributable to
Class A shares. That expense limitation was in effect through November 1, 2010.
Prior to November 1, 2010, Pioneer contractually agreed to limit ordinary
operating expenses of the Fund to 2.15% of the average daily net assets
attributable to Class B shares. The expense limitation expired on November 1,
2010. There can be no assurance that PIM will extend the expense limitation
agreement for a class of shares beyond the dates referred to above.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$156,194 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.
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 six months ended December 31, 2011, such out-of-pocket expenses by class of
shares were as follows:
--------------------------------------------------------------------------------
Shareholder Communications
--------------------------------------------------------------------------------
Class A 1,542,152
Class B 42,891
Class C 231,645
Class R 30,532
Class Y 1,172,252
Class Z 13,367
--------------------------------------------------------------------------------
Total $3,032,839
================================================================================
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
37
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $542,643 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 ("The Plan") pursuant to Rule 12b-1 of
the Investment Company Act of 1940 with respect to its Class A, Class B, Class
C, and Class R shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the
average daily net assets attributable to Class A shares as compensation for
personal services and/or account maintenance services or distribution services
with regard to Class A shares. Pursuant to the Plan, the Fund also pays PFD
1.00% of the average daily net assets attributable to Class B and Class C
shares. The fee for Class B and Class C shares consists of a 0.25% service fee
and a 0.75% distribution fee paid as compensation for personal services and/or
account maintenance services or distribution services with regard to Class B and
Class C shares. Pursuant to the Plan, the Fund further pays PFD 0.50% of the
average daily net assets attributable to Class R shares for distribution
services. Included in "Due to affiliates" reflected on the Statement of Assets
and Liabilities is $43,791 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.
In addition, redemptions of each class of shares (except Class R, Class Y and
Class Z shares) may be subject to a contingent deferred sales charge (CDSC). A
CDSC of 1.00% may be imposed on redemptions of certain net asset value purchases
of Class A shares within 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, Class Y
or Class Z shares. Proceeds from the CDSCs are paid to PFD. For the six months
ended December 31, 2011, CDSCs in the amount of $109,053 were paid to PFD.
38 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
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 six monts 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 the
higher of the London Interbank Offered Rate (LIBOR) on the borrowing date plus
1.25% on an annualized basis or the Federal Funds Rate on the borrowing date
plus 1.25% on an annualized basis. The Funds 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 six months
ended December 31, 2011, the Fund had no borrowings under this agreement.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 39
Approval of Investment Advisory and Sub-Advisory Agreements
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Cullen Value Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. PIM has retained Cullen Capital Management,
LLC (Cullen Capital) to serve as the sub-adviser to the Fund pursuant to a
sub-advisory agreement between PIM and the sub-adviser. In order for PIM and
Cullen Capital to remain the investment adviser and sub-adviser of the Fund,
respectively, the Trustees of the Fund must determine annually whether to renew
the investment advisory agreement and the sub-advisory agreement for the Fund.
The contract review process began in March 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 and the sub-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, the sub-adviser and third parties, the Trustees of
the Fund, including the Independent Trustees voting separately, unanimously
approved the renewal of the investment advisory agreement and the sub-advisory
agreement for another year. In considering the renewal of the investment
advisory agreement and the sub-advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the renewal of the agreements.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM and the sub-adviser to the Fund, taking into account the
investment objective and strategy of the Fund. The Trustees reviewed the terms
of the investment advisory agreement and the sub-advisory agreement. The
Trustees also reviewed the sub-adviser's investment approach for the Fund, its
research process and its process for trade execution. The Trustees considered
40 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
the resources of PIM and the sub-adviser and the personnel of PIM and the
sub-adviser who provide investment management services to the Fund. The Trustees
considered the non-investment resources and personnel of PIM involved in PIM's
services to the Fund, including PIM's compliance and legal resources and
personnel. The Trustees also considered the substantial attention and high
priority given by PIM's senior management to the Pioneer fund complex. In
addition, the 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 (including the sub-adviser) and provides the Fund with
personnel (including Fund officers) and other resources that are necessary for
the Fund's business management and operations. The Trustees also considered
that, as administrator, PIM is responsible for the administration of the Fund's
business and other affairs. The Trustees considered the fees paid to PIM for the
provision of administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM and the sub-adviser to the
Fund were satisfactory and consistent with the terms of the investment advisory
agreement and the sub-advisory agreement.
Performance of the Fund
The Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
performance of its peer group of funds as classified by Morningstar, Inc.
(Morningstar), an independent provider of investment company data, and with the
performance of the Fund's benchmark index. The Trustees considered that the
Fund's annualized total return was in the fifth quintile of its Morningstar
category for the one year period ended June 30, 2011, in the fourth quintile of
its Morningstar category for the three year period ended June 30, 2011, and in
the third 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 Fund's performance record
and PIM's plan for improving the Fund's performance. The Trustees agreed that
they would closely monitor the implementation of PIM's plan for improving 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
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 41
Independent Trustees for this purpose using data provided by Strategic Insight
Mutual Trust Research and Consulting, LLC (Strategic Insight), an independent
third party. The Trustees also considered that PIM, not the Fund, paid the
sub-adviser pursuant to the sub-advisory agreement. The Trustees evaluated both
the fee under the sub-advisory agreement and the portion of the fee under the
investment advisory agreement retained by PIM.
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2011 was in the second quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period. The
Trustees noted that the assets of the Fund were currently in excess of the last
breakpoint in the Fund's management fee schedule. The Trustees considered
information that showed that the current 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 was in the fourth
quintile relative to its Strategic Insight peer group for the comparable period.
The Trustees discussed the Fund's expense ratio and noted that it was four basis
points above the median expense ratio of its peer group. The Trustees also noted
the small size of the peer group. The Trustees considered that the Fund's
expense ratio for the twelve months ended June 30, 2011 was in the third
quintile relative to its Morningstar category.
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 also reviewed management fees charged by the sub-adviser to its
other clients. The Trustees noted that in most instances the fee rates for those
clients were comparable to or higher than the sub-advisory fees paid to the
sub-adviser with respect to the Fund. The Trustees concluded that the management
fee payable by the Fund to PIM, as well as the fees payable by PIM
42 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
to the sub-adviser of the Fund, were reasonable in relation to the nature and
quality of the services provided by PIM and the sub-adviser.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. The Trustees further
considered the sub-advisory fees received by the sub-adviser with respect to the
Fund and the percentage that such fees represented of the sub-adviser's overall
revenues (for the 12-month period ended December 31, 2010). 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 the profit margins with respect to the management of the Fund
were not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
recognize that economies of scale are difficult to identify and quantify, 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 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 each of PIM and the sub-adviser
from its relationship with the Fund. The Trustees considered the character and
amount of fees paid by the Fund, other than under the investment advisory
agreement, for services provided by PIM and its affiliates. The Trustees further
considered the revenues and profitability of PIM's businesses other than the
fund business. The Trustees also considered the benefits to the Fund and to the
sub-adviser and its affiliates from the use of "soft" commission dollars
generated by the Fund to pay for research and brokerage services. The Trustees
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 43
considered the intangible benefits to each of PIM and the sub-adviser by virtue
of its relationship with the Fund and the other Pioneer funds. The Trustees
concluded that the receipt of these benefits was reasonable in the context of
the overall relationship between each of PIM and the sub-adviser and the Fund.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the Independent Trustees, concluded that each of the
investment advisory agreement between PIM and the Fund and the sub-advisory
agreement between PIM and the sub-adviser, including the fees payable
thereunder, was fair and reasonable and voted to approve the proposed renewal of
each of the investment advisory agreement and the sub-advisory agreement for the
Fund.
44 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
Trustees, Officers and Service Providers
Trustees Officers
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
David R. Bock Daniel K. Kingsbury, Executive
Mary K. Bush Vice President
Benjamin M. Friedman Mark E. Bradley, Treasurer
Margaret B.W. Graham Christopher J. Kelley, Secretary
Daniel K. Kingsbury
Thomas J. Perna
Marguerite A. Piret
Investment Adviser and Administrator
Pioneer Investment Management, Inc.
Investment Subadviser
Cullen Capital Management, LLC
Custodian
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at us.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 45
This page for your notes.
46 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
This page for your notes.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 47
This page for your notes.
48 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
This page for your notes.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 49
This page for your notes.
50 Pioneer Cullen Value Fund | Semiannual Report | 12/31/11
This page for your notes.
Pioneer Cullen Value Fund | Semiannual Report | 12/31/11 51
This page for your notes.
52 Pioneer Cullen Value Fund | Semiannual 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.
N/A
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
N/A
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
N/A
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
N/A
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust III
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date 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.