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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 June 30, 2012
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
Pioneer Fundamental Value Fund
(Formerly known as Pioneer Cullen Value Fund)*
--------------------------------------------------------------------------------
Annual Report | June 30, 2012
--------------------------------------------------------------------------------
Ticker Symbols:
Class A CVFCX
Class B CVFBX
Class C CVCFX
Class R CVRFX
Class Y CVFYX
Class Z CVFZX
* Effective June 30, 2012, Pioneer Cullen Value Fund was renamed Pioneer
Fundamental Value Fund.
[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
Report of Independent Registered Public Accounting Firm 40
Trustees, Officers and Service Providers 41
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 1
President's Letter
Dear Shareowner,
The U.S. economy showed signs of an economic slowdown in the second
quarter, reflecting higher savings by consumers and reduced spending by
corporations, in large part due to concerns about both the U.S. outlook
and the deteriorating situation in Europe. Some 40% - 45% of U.S.
corporate earnings come from overseas, with a large portion of that from
Europe. While large U.S. corporations generally remain in excellent financial
health - cash, borrowing capacity, and margins are all strong - they are holding
back on hiring and investments due to concerns about Europe, China, and U.S.
regulations, fiscal policies, taxes, and politics. Many investors share those
concerns, and are maintaining a cautious approach to the markets.
Despite this tough backdrop, the markets had a surprisingly strong first half of
2012. The Standard & Poor's 500 Index returned 9.5% over the six months ended
June 30, 2012. In the U.S. bond markets, interest rates generally declined, with
riskier sectors faring the best. The broad bond market, as measured by the
Barclays Capital Aggregate Bond Index, returned 2.4% during the same six-month
period, while the high-yield bond market, as measured by the Bank of America
Merrill Lynch High Yield Master II Index, returned 7.1%.
Given the major macroeconomic and political issues facing the markets in the
second half of the year, we certainly expect continuing volatility. But we also
see some positive economic data that give us hope for better news in the second
half of 2012. While the unemployment rate remains unacceptably high at over 8%,
employment and incomes continue to trend upward. Lower oil prices have acted
like an effective tax cut for consumers. Home construction, sales, and
refinancings have increased, and auto sales are holding up as well.
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.
* Diversification does not assure a profit or protect against loss in a
declining market.
2 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
Pioneer's investment professionals focus on finding good opportunities 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 globally to help build
portfolios that we believe can help you achieve your investment goals.
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.
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 Fundamental Value Fund | Annual Report | 6/30/12 3
Portfolio Management Discussion | 6/30/12
Equity performance improved during the second half of the 12-month period ended
June 30, 2012, although the robust market trends displayed in the first quarter
of 2012 gave way to increased volatility in the second quarter, amid new
economic uncertainties. In the following interview, James P. Cullen, President
of Cullen Capital Management LLC, Pioneer Fundamental Value Fund's* subadviser,
discusses the factors that affected the performance of the Fund during the
12-month period ended June 30, 2012. Mr. Cullen oversees the team that was
responsible for the management of the Fund during the 12-month period**.
Q How did the Fund perform during the 12-month period ended June 30, 2012?
A Pioneer Fundamental Value Fund Class A shares returned -2.85% at net asset
value during the 12-month period ended June 30, 2012, while the Fund's
former benchmark, the Standard & Poor's 500 Index (the S&P 500), returned
5.43%, and the Fund's current benchmark, the Russell 1000 Value Index (the
Russell Index), returned 3.01%. During the same period, the average return
of the 520 mutual funds in Lipper's Large-Cap Value category was -0.15%.
Q What were the principal factors that affected the Fund's performance during
the 12-month period ended June 30, 2012?
A Two principal factors were responsible for the Fund's lagging performance
relative to the S&P 500, which was the Fund's benchmark throughout the
entire 12-month reporting period, and is the benchmark for large-cap stocks
in the U.S. equity market. First, value investing remained out of favor
during the period, as it has for more than two years. Second, and perhaps
more importantly, the Fund's investments in American Depository Receipts
(ADRs) became a persistent drag on the Fund's benchmark-relative results, as
the overall market avoided any investments perceived as vulnerable to the
ongoing debt problems in Europe, even if the specific corporation generated
most of its revenues outside Europe. ADRs are negotiable certificates that
are denominated in the U.S. dollar and that represent a specific number of
shares of stock of a foreign corporation.
* Effective June 30, 2012, Pioneer Cullen Value Fund was renamed Pioneer
Fundamental Value Fund. Also effective June 30, 2012, the Fund's benchmark
changed from the Standard & Poor's 500 Index (the S&P 500) to the Russell
1000 Value Index. Pioneer believes that the Russell 1000 Value Index tracks
an investment universe that is more reflective of the Fund's prospectus
mandate than does the S&P 500. For comparison purposes, we will continue to
report performance for the S&P 500 for two reporting periods, including this
June 30, 2012, annual report.
** Effective August 1, 2012, Edward T. Shadek, Jr., senior vice president of
Pioneer, and John Peckham, senior vice president of Pioneer and co-head of
equity research, U.S., will assume the day-to-day management of the Fund.
Cullen Capital Management LLC will continue to manage the Fund's portfolio
through July 31, 2012.
4 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
While we did reduce the Fund's positions in some ADRs during the final six
months of the annual reporting period, we believed that we needed to be
patient and to allow the market to recognize the values available in the
very low-priced ADRs of quality corporations. We also kept to our long-term
investment discipline and focused on individual stock selection, looking to
add to the portfolio what we believed were better-quality companies whose
stock prices were in the lower 20% of valuations in the S&P 500 (valuation
being indicated by measures such as the price to earnings, or P/E ratio of
the company). We think history has shown that if one maintains a value
emphasis, even when the style is out of favor with the market, eventually
the market will turn back to value and the poorer-performing sectors at one
time typically will become some of the better-performing sectors over the
longer term. We especially favor stocks with good dividend yields and
dividend growth potential.*** At the end of the period, on June 30, 2012,
the Fund's portfolio of investments had an average P/E of less than 10, and
yet the holdings had above-average dividend yields, with dividends growing
over the past 12 months by more than 10%.
We maintained a consistent Fund positioning over the 12-month period,
focusing on large-cap stocks of fundamentally strong companies whose prices
are relatively low in comparison with the overall market. As in the past,
the Fund had healthy exposure to ADRs of what we believed to be attractive
foreign corporations, especially when we found their prices to be appealing.
Q What were some of the investments that most affected the Fund's performance
during the 12-month period ended June 30, 2012?
A As we mentioned, the Fund's positions in ADRs proved to be the biggest drag
on performance during the 12-month period. Even the ADRs of very
high-quality, profitable companies performed poorly during the period, while
often comparable, or even lower-quality domestic corporations fared
significantly better. A good example of the disparity came from the health
care sector, where the Fund's investment in the U.S.-based pharmaceuticals
company Bristol-Myers Squibb gained more than 30% during the 12-month
period. In contrast, the German-based A.G. Bayer, which the Fund owned, was
down by more than 25%, despite good earnings results. In the industrials
sector, U.S. aircraft manufacturer Boeing produced positive results, while
the Fund's investment in the Swiss industrial components manufacturer ABB
declined by more than 30%. In the consumer staples group, the domestic-based
paper products company Kimberly-Clark had very strong performance during the
12-month period, while the Switzerland-based food giant Nestle was down. In
energy, the U.S.-based Conoco Phillips was flat for the full 12-month
period, while the Brazilian company Petrobras
*** Dividends are not guaranteed.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 5
had very poor performance, despite having significantly greater oil reserves
available. The Fund held positions in all the companies mentioned here,
although we sold the A.G. Bayer and Petrobras investments late in the period
as we lightened up on the Fund's ADR exposure. We also sold the Fund's
Boeing position after the stock reached our price target.
Notwithstanding the disappointments, The Fund did receive solid performance
from many individual investments during the 12-month period. The better
performers included diversified entertainment company Disney; pharmaceutical
companies Merck, Abbott Labs, and Bristol-Myers Squibb; software company
Microsoft; and financial corporation Chubb. In addition to Boeing,
successful, long-term portfolio holdings that we sold after they met our
price targets included telecom services company Verizon and railroad
corporation Canadian Pacific.
As we sold those Fund investments, we established new portfolio positions in
several lower-priced domestic companies with what we believe are sound
prospects, including Wells Fargo, in financials, and defense contractor
Raytheon. As with many of the Fund's investments, both corporations
currently have good dividend yields.
Q What is your investment outlook?
A As we noted previously, value stocks have been out of favor for more than
two years. Based on the long-term historical averages, we think lower-priced
stocks should return to favor and produce solid returns over the long run.
We believe we already may have started to see trends change, but the
investment environment over the coming months should continue to be
challenging as a variety of macroeconomic factors weigh on investors' minds.
Among the issues moving the market over the short term are worries over
Europe's debt problems, concerns about slowing economic growth in Asia,
sluggish growth at home in the U.S., and political stalemate in Washington,
D.C. Over the longer term, we believe that a disciplined value approach
should produce good investment results.
Please refer to the Schedule of Investments on pages 18-21 for a full listing of
Fund securities.
Investments 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.
6 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
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 Fundamental Value Fund | Annual Report | 6/30/12 7
Portfolio Summary | 6/30/12
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 74.3%
Depositary Receipts for International Stocks 19.4%
International Common Stocks 4.0%
Temporary Cash Investments 2.3%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
Health Care 22.7%
Consumer Staples 17.8%
Industrials 17.7%
Financials 12.1%
Information Technology 9.7%
Telecommunication Services 7.5%
Consumer Discretionary 5.5%
Energy 5.5%
Materials 1.5%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Merck & Co, Inc. 4.35%
--------------------------------------------------------------------------------
2. The Chubb Corp. 4.23
--------------------------------------------------------------------------------
3. Unilever NV (A.D.R.) 4.16
--------------------------------------------------------------------------------
4. Covidien Plc 4.12
--------------------------------------------------------------------------------
5. Microsoft Corp. 4.12
--------------------------------------------------------------------------------
6. Abbott Laboratories, Inc. 4.08
--------------------------------------------------------------------------------
7. The Walt Disney Co. 4.07
--------------------------------------------------------------------------------
8. Vodafone Group Plc (A.D.R.) 4.07
--------------------------------------------------------------------------------
9. United Technologies Corp. 4.06
--------------------------------------------------------------------------------
10. Kraft Foods, Inc. 4.03
--------------------------------------------------------------------------------
* 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 Fundamental Value Fund | Annual Report | 6/30/12
Prices and Distributions | 6/30/12
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 6/30/12 6/30/11
--------------------------------------------------------------------------------
A $18.12 $18.96
--------------------------------------------------------------------------------
B $18.01 $18.81
--------------------------------------------------------------------------------
C $17.93 $18.74
--------------------------------------------------------------------------------
R $17.87 $18.69
--------------------------------------------------------------------------------
Y $18.19 $19.05
--------------------------------------------------------------------------------
Z $18.03 $18.91
--------------------------------------------------------------------------------
Distributions per Share: 7/1/11-6/30/12
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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. The Russell 1000 Value Index measures the performance of large-cap
U.S. value stocks. 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 Fundamental Value Fund | Annual Report | 6/30/12 9
Performance Update | 6/30/12 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Fundamental Value Fund at public offering price,
compared to that of the S&P 500 Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2012)
--------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------------------------
10 Years 5.55% 4.93%
5 Years -1.84 -2.99
1 Year -2.85 -8.45
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.13%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Fundamental Russell 1000
Value Fund Value Index S&P 500 Index
6/30/2002 $9,425 $10,000 $10,000
6/30/2003 $8,947 $9,898 $10,025
6/30/2004 $11,116 $11,989 $11,939
6/30/2005 $13,207 $13,675 $12,694
6/30/2006 $15,153 $15,330 $13,788
6/30/2007 $17,748 $18,681 $16,625
6/30/2008 $16,111 $15,173 $14,445
6/30/2009 $12,179 $10,769 $10,661
6/30/2010 $13,268 $12,590 $12,199
6/30/2011 $16,652 $16,234 $15,942
6/30/2012 $16,177 $16,722 $16,807
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 Fundamental 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 Fundamental Value Fund | Annual Report | 6/30/12
Performance Update | 6/30/12 Class B Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Fundamental Value Fund, compared to that of the S&P
500 Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 4.86% 4.86%
5 Years -2.72 -2.72
1 Year -3.78 -7.61
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
2.06%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Fundamental Russell 1000
Value Fund Value Index S&P 500 Index
6/30/2002 $10,000 $10,000 $10,000
6/30/2003 $9,496 $9,898 $10,025
6/30/2004 $11,798 $11,989 $11,939
6/30/2005 $13,983 $13,675 $12,694
6/30/2006 $15,893 $15,330 $13,788
6/30/2007 $18,450 $18,681 $16,625
6/30/2008 $16,607 $15,173 $14,445
6/30/2009 $12,436 $10,769 $10,661
6/30/2010 $13,434 $12,590 $12,199
6/30/2011 $16,707 $16,234 $15,942
6/30/2012 $16,076 $16,722 $16,807
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 Fundamental 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 Fundamental Value Fund | Annual Report | 6/30/12 11
Performance Update | 6/30/12 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Fundamental Value Fund, compared to that of
the S&P 500 Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 4.96% 4.96%
5 Years -2.58 -2.58
1 Year -3.58 -3.58
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.87%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Fundamental Russell 1000
Value Fund Value Index S&P 500 Index
6/30/2002 $10,000 $10,000 $10,000
6/30/2003 $9,496 $9,898 $10,025
6/30/2004 $11,798 $11,989 $11,939
6/30/2005 $13,983 $13,675 $12,694
6/30/2006 $15,913 $15,330 $13,788
6/30/2007 $18,492 $18,681 $16,625
6/30/2008 $16,657 $15,173 $14,445
6/30/2009 $12,497 $10,769 $10,661
6/30/2010 $13,516 $12,590 $12,199
6/30/2011 $16,833 $16,234 $15,942
6/30/2012 $16,230 $16,722 $16,807
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 Fundamental 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 Fundamental Value Fund | Annual Report | 6/30/12
Performance Update | 6/30/12 Class R Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Fundamental Value Fund, compared to that of the S&P
500 Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
10 Years 5.14% 5.14%
5 Years -2.08 -2.08
1 Year -3.08 -3.08
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.63% 1.40%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Fundamental Russell 1000
Value Fund Value Index S&P 500 Index
6/30/2002 $10,000 $10,000 $10,000
6/30/2003 $9,448 $9,898 $10,025
6/30/2004 $11,681 $11,989 $11,939
6/30/2005 $13,810 $13,675 $12,694
6/30/2006 $15,766 $15,330 $13,788
6/30/2007 $18,327 $18,681 $16,625
6/30/2008 $16,585 $15,173 $14,445
6/30/2009 $12,510 $10,769 $10,661
6/30/2010 $13,605 $12,590 $12,199
6/30/2011 $17,026 $16,234 $15,942
6/30/2012 $16,501 $16,722 $16,807
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 Fundamental 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 Fundamental 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 Fundamental Value Fund | Annual Report | 6/30/12 13
Performance Update | 6/30/12 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Pioneer Fundamental Value Fund, compared to that of the S&P
500 Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 5.83% 5.83%
5 Years -1.47 -1.47
1 Year -2.49 -2.49
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
0.78%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Fundamental Russell 1000
Value Fund Value Index S&P 500 Index
6/30/2002 $5,000,000 $5,000,000 $5,000,000
6/30/2003 $4,747,906 $4,948,833 $5,012,329
6/30/2004 $5,899,006 $5,994,728 $5,969,646
6/30/2005 $7,013,070 $6,837,528 $6,346,817
6/30/2006 $8,073,422 $7,664,791 $6,894,144
6/30/2007 $9,483,502 $9,340,699 $8,312,557
6/30/2008 $8,642,777 $7,586,693 $7,222,526
6/30/2009 $6,553,203 $5,384,280 $5,330,472
6/30/2010 $7,173,610 $6,295,236 $6,099,642
6/30/2011 $9,033,042 $8,117,215 $7,970,986
6/30/2012 $8,808,601 $8,361,182 $8,403,677
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 Fundamental 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 Fundamental Value Fund | Annual Report | 6/30/12
Performance Update | 6/30/12 Class Z Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Fundamental Value Fund, compared to that of the S&P
500 Index and the Russell 1000 Value Index.
Average Annual Total Returns
(As of June 30, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 5.41% 5.41%
5 Years -1.87 -1.87
1 Year -2.61 -2.61
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2011)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
0.76%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Fundamental Russell 1000
Value Fund Value Index S&P 500 Index
6/30/2002 $10,000 $10,000 $10,000
6/30/2003 $9,496 $9,898 $10,025
6/30/2004 $11,798 $11,989 $11,939
6/30/2005 $14,017 $13,675 $12,694
6/30/2006 $16,083 $15,330 $13,788
6/30/2007 $18,623 $18,681 $16,625
6/30/2008 $16,717 $15,173 $14,445
6/30/2009 $12,627 $10,769 $10,661
6/30/2010 $13,808 $12,590 $12,199
6/30/2011 $17,396 $16,234 $15,942
6/30/2012 $16,943 $16,722 $16,807
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 Fundamental 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. Since
the fees for the predecessor fund's single class were higher than those of Class
Z shares of the Fund, the performance of Class Z shares from December 1, 2001,
through February 25, 2005, would have been higher than the performance shown.
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 Fundamental 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 from
February 25, 2005, to November 1, 2008, 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 Fundamental Value Fund | Annual Report | 6/30/12 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 Fundamental Value Fund
Based on actual returns from January 1, 2012, through June 30, 2012.
-------------------------------------------------------------------------------------------
Share Class A B C R Y Z
-------------------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
on 1/1/12
-------------------------------------------------------------------------------------------
Ending Account Value $971.50 $962.20 $964.20 $969.20 $975.10 $973.90
(after expenses)
-------------------------------------------------------------------------------------------
on 6/30/12
Expenses Paid $6.06 $10.65 $9.73 $7.18 $4.11 $4.62
During Period*
-------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.18%, 2.08%,
1.90%, 1.40% 0.80%, and 0.90% for Class A, Class B, Class C, Class R, Class
Y, and Class Z respectively, multiplied by the average account value over
the period, multiplied by 182/366 (to reflect the one-half year period).
16 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
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 Fundamental Value Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from January 1, 2012, through June 30, 2012.
-----------------------------------------------------------------------------------------------
Share Class A B C R Y Z
-----------------------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
on 1/1/12
-----------------------------------------------------------------------------------------------
Ending Account Value $1,019.00 $1,014.52 $1,015.42 $1,017.90 $1,020.89 $1,020.39
(after expenses)
on 6/30/12
-----------------------------------------------------------------------------------------------
Expenses Paid $5.92 $10.42 $9.52 $7.02 $4.02 $4.52
During Period*
-----------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.18%, 2.08%,
1.90%, 1.40% 0.80%, and 0.90% for Class A, Class B, Class C, Class R, Class
Y, and Class Z respectively, multiplied by the average account value over
the period, multiplied by 182/366 (to reflect the one-half year period).
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 17
Schedule of Investments | 6/30/12
Shares Value
COMMON STOCKS -- 96.0%
ENERGY -- 5.3%
Integrated Oil & Gas -- 2.5%
4,201,000 Gazprom OAO (A.D.R.) $ 39,909,500
441,100 PetroChina Co, Ltd. (A.D.R.) 56,963,654
---------------
$ 96,873,154
--------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 2.8%
1,881,400 ConocoPhillips $ 105,132,632
---------------
Total Energy $ 202,005,786
--------------------------------------------------------------------------------
MATERIALS -- 1.0%
Fertilizers & Agricultural Chemicals -- 1.0%
718,950 The Mosaic Co. $ 39,369,702
---------------
Total Materials $ 39,369,702
--------------------------------------------------------------------------------
CAPITAL GOODS -- 17.0%
Aerospace & Defense -- 9.1%
2,869,600 Exelis, Inc. $ 28,294,256
1,434,800 ITT Corp. 25,252,480
2,541,200 Raytheon Co. 143,806,508
1,971,000 United Technologies Corp. 148,869,630
---------------
$ 346,222,874
--------------------------------------------------------------------------------
Heavy Electrical Equipment -- 2.5%
3,713,800 ABB, Ltd. (A.D.R.) $ 60,609,216
11,754,200 Alstom SA (A.D.R.) 36,790,646
---------------
$ 97,399,862
--------------------------------------------------------------------------------
Industrial Conglomerates -- 3.5%
1,504,850 3M Co. $ 134,834,560
--------------------------------------------------------------------------------
Industrial Machinery -- 1.9%
2,869,600 Xylem, Inc. $ 72,227,832
---------------
Total Capital Goods $ 650,685,128
--------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 1.4%
Auto Parts & Equipment -- 1.4%
824,600 BorgWarner, Inc.* $ 54,085,514
---------------
Total Automobiles & Components $ 54,085,514
--------------------------------------------------------------------------------
MEDIA -- 3.9%
Movies & Entertainment -- 3.9%
3,080,100 The Walt Disney Co. $ 149,384,850
---------------
Total Media $ 149,384,850
--------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 13.3%
Agricultural Products -- 1.7%
2,270,000 Archer-Daniels-Midland Co. $ 67,010,400
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
--------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------
Packaged Foods & Meats -- 11.6%
3,825,650 Kraft Foods, Inc. $ 147,746,603
2,373,500 Nestle SA (A.D.R.) 141,792,890
4,569,500 Unilever NV (A.D.R.) 152,392,825
---------------
$ 441,932,318
---------------
Total Food, Beverage & Tobacco $ 508,942,718
--------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 3.8%
Household Products -- 3.8%
1,720,000 Kimberly-Clark Corp. $ 144,084,400
---------------
Total Household & Personal Products $ 144,084,400
--------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 4.0%
Health Care Equipment -- 4.0%
2,827,000 Covidien Plc $ 151,244,500
---------------
Total Health Care Equipment & Services $ 151,244,500
--------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES -- 17.9%
Pharmaceuticals -- 17.9%
2,321,690 Abbott Laboratories, Inc. $ 149,679,354
3,809,200 Bristol-Myers Squibb Co. 136,940,740
2,159,500 Johnson & Johnson 145,895,820
3,818,700 Merck & Co., Inc. 159,430,726
1,617,950 Novartis AG (A.D.R.) 90,443,405
---------------
$ 682,390,045
---------------
Total Pharmaceuticals, Biotechnology & Life
Sciences $ 682,390,045
--------------------------------------------------------------------------------
BANKS -- 2.7%
Diversified Banks -- 2.7%
3,130,000 Wells Fargo & Co. $ 104,667,200
---------------
Total Banks $ 104,667,200
--------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 4.9%
Other Diversified Financial Services -- 4.9%
2,448,140 Citigroup, Inc. $ 67,103,517
3,307,050 JPMorgan Chase & Co. 118,160,896
---------------
$ 185,264,413
---------------
Total Diversified Financials $ 185,264,413
--------------------------------------------------------------------------------
INSURANCE -- 4.1%
Property & Casualty Insurance -- 4.1%
2,132,000 The Chubb Corp. $ 155,252,240
---------------
Total Insurance $ 155,252,240
--------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 4.0%
Systems Software -- 4.0%
4,944,000 Microsoft Corp. $ 151,236,960
---------------
Total Software & Services $ 151,236,960
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 19
Schedule of Investments | 6/30/12 (continued)
--------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 5.4%
Computer Hardware -- 1.4%
2,583,000 Hewlett-Packard Co. $ 51,944,130
--------------------------------------------------------------------------------
Technology Distributors -- 4.0%
2,350,000 Arrow Electronics, Inc.* $ 77,103,500
2,521,231 Avnet, Inc.* 77,805,189
---------------
$ 154,908,689
---------------
Total Technology Hardware & Equipment $ 206,852,819
--------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 7.3%
Integrated Telecommunication Services -- 3.4%
3,589,000 AT&T, Inc. $ 127,983,740
--------------------------------------------------------------------------------
Wireless Telecommunication Services -- 3.9%
5,300,000 Vodafone Group Plc (A.D.R.) $ 149,354,000
---------------
Total Telecommunication Services $ 277,337,740
--------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $3,102,531,914) $ 3,662,804,015
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal
Amount ($)
--------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 2.1%
Repurchase Agreements -- 2.1%
9,405,000 Deutschebank AG, 0.2%, dated 6/29/12, repurchase
price of $9,405,000 plus accrued interest on 7/2/12
collateralized by the following:
$287,487 U.S. Treasury Bond, 2.0-3.375%,
11/15/26-4/15/32
$9,305,613 U.S. Treasury Strip, 0.0-2.625%,
8/15/12-2/15/42 $ 9,405,000
21,405,000 JPMorgan, Inc., 0.18%, dated 6/29/12, repurchase
price of $21,405,000 plus accrued interest
on 7/2/12 collateralized by $21,833,432
Federal National Mortgage Association (ARM),
1.755-5.97%, 3/1/34-1/1/42 21,405,000
25,405,000 RBC Capital Markets, Inc., 0.14%, dated 6/29/12,
repurchase price of $25,405,000 plus accrued
interest on 7/2/12 collateralized by $25,913,101
Government National Mortgage Association, 3.5-5.5%,
2/15/40-6/20/42 25,405,000
The accompanying notes are an integral part of these financial statements.
20 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
------------------------------------------------------------------------------------
Principal
Amount ($) Value
------------------------------------------------------------------------------------
25,405,000 TD Securities, Inc., 0.14%, dated 6/29/12, repurchase
price of $25,405,000 plus accrued interest on 7/2/12
collateralized by $25,913,111
U.S. Treasury Notes, 2.625-4.5%, 7/31/14-5/15/38 $ 25,405,000
----------------
$ 81,620,000
----------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $81,620,000) $ 81,620,000
------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 98.1%
(Cost $3,184,151,914) (a) $ 3,744,424,015
------------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 1.9% $ 72,874,021
====================================================================================
TOTAL NET ASSETS -- 100.0% $ 3,817,298,036
====================================================================================
* Non-income producing security.
(A.D.R.) American Depositary Receipt.
(a) At June 30, 2012, the net unrealized gain on investments based on cost
for federal income tax purposes of $3,184,543,870 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 747,414,919
--------------
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value $ (187,534,774)
--------------
Net unrealized gain $ 559,880,145
--------------
Purchases and sales of securities (excluding temporary cash investments) for the
year ended June 30, 2012 aggregated $558,409,784 and $1,680,291,278,
respectively.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Level 1 - quoted prices in active markets for identical securities
Level 2 - other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit risk,
etc.)
Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments)
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans as Level 2 and securities valued using fair value methods
(other than prices supplied by independent pricing services) are categorized as
Level 3. See Notes to Financial Statements -- Note 1A.
The following is a summary of the inputs used as of June 30, 2012, in valuing
the Fund's assets:
--------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------
Common Stocks $3,662,804,015 $ -- $ -- $3,662,804,015
Repurchase Agreements -- 81,620,000 -- 81,620,000
--------------------------------------------------------------------------------
Total $3,662,804,015 $81,620,000 $ -- $3,744,424,015
================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 21
Statement of Assets and Liabilities | 6/30/12
ASSETS:
Investment in securities (cost $3,184,151,914) $3,744,424,015
Cash 15,758,718
Receivables --
Investment securities sold 50,663,469
Fund shares sold 4,973,910
Dividends and interest 13,579,774
Due from Pioneer Investment Management, Inc. 8,496
Other 824,588
--------------------------------------------------------------------------------
Total assets $3,830,232,970
================================================================================
LIABILITIES:
Payables --
Fund shares repurchased 11,460,396
Dividends 204
Due to affiliates 1,347,346
Accrued expenses 126,988
--------------------------------------------------------------------------------
Total liabilities $ 12,934,934
================================================================================
NET ASSETS:
Paid-in capital $3,783,760,921
Undistributed net investment income 42,057,740
Accumulated net realized loss on investments (568,792,726)
Net unrealized gain on investments 560,272,101
--------------------------------------------------------------------------------
Total net assets $3,817,298,036
================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $1,296,115,846/71,540,671 shares) $ 18.12
Class B (based on $38,996,357/2,165,119 shares) $ 18.01
Class C (based on $293,695,897/16,378,870 shares) $ 17.93
Class R (based on $29,238,765/1,636,601 shares) $ 17.87
Class Y (based on $2,119,612,905/116,556,553 shares) $ 18.19
Class Z (based on $39,638,266/2,198,546 shares) $ 18.03
MAXIMUM OFFERING PRICE:
Class A ($18.12 (division) 94.25%) $ 19.23
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
Statement of Operations
For the Year Ended 6/30/12
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $4,035,919) $ 119,997,864
Income from securities loaned, net 221,832
Interest 83,708
-------------------------------------------------------------------------------------------------
Total investment income $ 120,303,404
=================================================================================================
EXPENSES:
Management fees $ 27,584,578
Transfer agent fees
Class A 1,330,650
Class B 101,023
Class C 338,955
Class R 25,677
Class Y 339,628
Class Z 16,609
Distribution fees
Class A 4,037,909
Class B 452,908
Class C 3,535,079
Class R 157,957
Shareholder communication expense 6,428,281
Administrative reimbursements 1,289,967
Custodian fees 78,427
Registration fees 209,313
Professional fees 211,745
Printing expense 113,480
Fees and expenses of nonaffiliated trustees 142,423
Miscellaneous 852,857
-------------------------------------------------------------------------------------------------
Total expenses $ 47,247,466
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. (55,875)
-------------------------------------------------------------------------------------------------
Net expenses $ 47,191,591
-------------------------------------------------------------------------------------------------
Net investment income $ 73,111,813
-------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain/loss on:
Investments $ (23,688,578)
Class Actions 2,013 $ (23,686,565)
-------------------------------------------------------------------------------------------------
Change in net unrealized gain on investments $ (247,657,627)
-------------------------------------------------------------------------------------------------
Net loss on investments $ (271,344,192)
-------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations $ (198,232,379)
=================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 23
Statements of Changes in Net Assets
------------------------------------------------------------------------------------------------------
Year Ended Year Ended
6/30/12 6/30/11
------------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 73,111,813 $ 69,245,287
Net realized gain (loss) on investments and class actions (23,686,565) 135,563,357
Change in net unrealized gain (loss) on investments (247,657,627) 944,021,896
------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $ (198,232,379) $ 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 $ 817,445,443 $ 1,288,408,164
Reinvestment of distributions 71,231,056 51,859,646
Cost of shares repurchased (2,138,832,777) (1,636,034,162)
------------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from Fund
share transactions $ (1,250,156,278) $ (295,766,352)
------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $ (1,528,165,437) $ 794,193,699
NET ASSETS:
Beginning of year 5,345,463,473 4,551,269,774
------------------------------------------------------------------------------------------------------
End of year $ 3,817,298,036 $ 5,345,463,473
=====================================================================================================
Undistributed net investment income $ 42,057,740 $ 48,722,707
=====================================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
----------------------------------------------------------------------------------------------------
'12 Shares '12 Amount '11 Shares '11 Amount
----------------------------------------------------------------------------------------------------
CLASS A
Shares sold 13,241,829 $ 231,750,096 24,555,876 $ 437,124,157
Reinvestment of distributions 1,411,139 24,074,045 1,139,974 20,656,331
Less shares repurchased (54,009,256) (945,690,044) (47,648,972) (853,065,257)
----------------------------------------------------------------------------------------------------
Net decrease (39,356,288) $ (689,865,903) (21,953,122) $ (395,284,769)
===================================================================================================
CLASS B
Shares sold 38,884 $ 670,121 71,071 $ 1,260,798
Reinvestment of distributions 10,981 187,142 1,148 20,728
Less shares repurchased (955,228) (16,626,750) (1,127,701) (19,997,521)
----------------------------------------------------------------------------------------------------
Net decrease (905,363) $ (15,769,487) (1,055,482) $ (18,715,995)
===================================================================================================
CLASS C
Shares sold 1,240,313 $ 21,455,404 2,720,822 $ 48,118,007
Reinvestment of distributions 119,665 2,028,320 56,070 1,008,075
Less shares repurchased (8,738,581) (151,316,516) (7,668,568) (135,130,166)
----------------------------------------------------------------------------------------------------
Net decrease (7,378,603) $ (127,832,792) (4,891,676) $ (86,004,084)
===================================================================================================
CLASS R
Shares sold 552,493 $ 9,558,548 1,043,773 $ 18,369,151
Reinvestment of distributions 20,791 350,327 17,959 321,116
Less shares repurchased (1,026,178) (17,944,040) (671,585) (12,084,888)
----------------------------------------------------------------------------------------------------
Net increase (decrease) (452,894) $ (8,035,165) 390,147 $ 6,605,379
===================================================================================================
CLASS Y
Shares sold 30,423,835 $ 533,381,688 42,477,718 $ 759,597,787
Reinvestment of distributions 2,566,042 43,879,311 1,623,335 29,496,003
Less shares repurchased (55,840,775) (982,922,063) (33,376,068) (599,345,591)
----------------------------------------------------------------------------------------------------
Net increase (decrease) (22,850,898) $ (405,661,064) 10,724,985 $ 189,748,199
===================================================================================================
CLASS Z
Shares sold 1,198,283 $ 20,629,586 1,325,876 $ 23,938,264
Reinvestment of distributions 41,951 711,911 19,822 357,393
Less shares repurchased (1,416,148) (24,333,364) (933,149) (16,410,739)
----------------------------------------------------------------------------------------------------
Net increase (decrease) (175,914) $ (2,991,867) 412,549 $ 7,884,918
===================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 25
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/12 6/30/11 6/30/10 6/30/09 6/30/08
------------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 18.96 $ 15.26 $ 14.15 $ 18.97 $ 21.21
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.35 $ 0.25 $ 0.19 $ 0.22 $ 0.24
Net realized and unrealized gain (loss) on investments (0.91) 3.63 1.09 (4.86) (2.16)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.56) $ 3.88 $ 1.28 $ (4.64) $ (1.92)
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income (0.28) (0.18) (0.17) (0.18) (0.27)
Net realized gain -- -- -- -- (0.05)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.84) $ 3.70 $ 1.11 $ (4.82) $ (2.24)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.12 $ 18.96 $ 15.26 $ 14.15 $ 18.97
====================================================================================================================================
Total return* (2.85)% 25.50% 8.95% (24.41)% (9.22)%
Ratio of net expenses to average net assets+ 1.18% 1.13% 1.17% 1.18% 1.09%
Ratio of net investment income to average net assets+ 1.48% 1.23% 1.08% 1.63% 1.28%
Portfolio turnover rate 13% 12% 12% 19% 13%
Net assets, end of period (in thousands) $1,296,116 $2,102,980 $2,027,653 $2,021,300 $2,224,629
Ratios with no reimbursement of fees and assumption of
expenses by the Adviser and no reduction for fees paid
indirectly:
Total expenses 1.18% 1.13% 1.17% 1.18% 1.09%
Net investment income 1.48% 1.23% 1.08% 1.63% 1.28%
Ratios with reimbursement of fees and assumption of
expenses by the Adviser and reduction for fees paid
indirectly:
Net expenses 1.18% 1.13% 1.17% 1.18% 1.09%
Net investment income 1.48% 1.23% 1.08% 1.63% 1.29%
------------------------------------------------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
26 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
--------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/12 6/30/11 6/30/10 6/30/09 6/30/08
--------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 18.81 $ 15.13 $ 14.03 $ 18.75 $ 20.96
--------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.18 $ 0.10 $ 0.06 $ 0.12 $ 0.08
Net realized and unrealized gain (loss) on investments (0.90) 3.59 1.07 (4.83) (2.16)
--------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.72) $ 3.69 $ 1.13 $ (4.71) $ (2.08)
--------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income (0.08) (0.01) (0.03) (0.01) (0.08)
Net realized gain -- -- -- -- (0.05)
--------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.80) $ 3.68 $ 1.10 $ (4.72) $ (2.21)
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.01 $ 18.81 $ 15.13 $ 14.03 $ 18.75
===========================================================================================================================
Total return* (3.78)% 24.37% 8.03% (25.12)% (9.99)%
Ratio of net expenses to average net assets+ 2.08% 2.06% 2.05% 2.12% 1.93%
Ratio of net investment income to average net assets+ 0.59% 0.30% 0.19% 0.66% 0.44%
Portfolio turnover rate 13% 12% 12% 19% 13%
Net assets, end of period (in thousands) $38,996 $57,748 $62,428 $68,240 $104,145
Ratios with no waiver of fees and assumption of expenses
by the Adviser and no reduction for fees paid indirectly:
Total expenses 2.08% 2.06% 2.05% 2.12% 1.93%
Net investment income 0.59% 0.30% 0.19% 0.66% 0.44%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 2.08% 2.06% 2.05% 2.11% 1.92%
Net investment income 0.59% 0.30% 0.19% 0.67% 0.45%
--------------------------------------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 27
Financial Highlights (continued)
---------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/12 6/30/11 6/30/10 6/30/09 6/30/08
---------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 18.74 $ 15.09 $ 14.00 $ 18.72 $ 20.95
---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.21 $ 0.11 $ 0.06 $ 0.13 $ 0.09
Net realized and unrealized gain (loss) on investments (0.89) 3.59 1.09 (4.81) (2.15)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.68) $ 3.70 $ 1.15 $ (4.68) $ (2.06)
---------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income (0.13) (0.05) (0.06) (0.04) (0.12)
Net realized gain -- -- -- -- (0.05)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.81) $ 3.65 $ 1.09 $ (4.72) $ (2.23)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 17.93 $ 18.74 $ 15.09 $ 14.00 $ 18.72
===========================================================================================================================
Total return* (3.58)% 24.54% 8.16% (24.98)% (9.92)%
Ratio of net expenses to average net assets+ 1.90% 1.87% 1.92% 1.96% 1.85%
Ratio of net investment income to average net assets+ 0.78% 0.49% 0.33% 0.83% 0.51%
Portfolio turnover rate 13% 12% 12% 19% 13%
Net assets, end of period (in thousands) $293,696 $445,252 $432,245 $425,022 $588,241
Ratios with no waiver of fees and assumption of expenses
by the Adviser and no reduction for fees paid indirectly:
Total expenses 1.90% 1.87% 1.92% 1.96% 1.85%
Net investment income 0.78% 0.49% 0.33% 0.83% 0.51%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 1.90% 1.87% 1.92% 1.96% 1.84%
Net investment income 0.78% 0.49% 0.33% 0.83% 0.52%
---------------------------------------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
---------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/12 6/30/11 6/30/10 6/30/09 6/30/08
---------------------------------------------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 18.69 $ 15.08 $ 14.03 $ 18.84 $ 21.15
---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.28 $ 0.15 $ 0.09 $ 0.13 $ 0.32
Net realized and unrealized gain (loss) on investments (0.87) 3.63 1.15 (4.76) (2.29)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.59) $ 3.78 $ 1.24 $ (4.63) $ (1.97)
---------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income (0.23) (0.17) (0.19) (0.18) (0.29)
Net realized gain -- -- -- -- (0.05)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.82) $ 3.61 $ 1.05 $ (4.81) $ (2.31)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 17.87 $ 18.69 $ 15.08 $ 14.03 $ 18.84
===========================================================================================================================
Total return* (3.08)% 25.15% 8.75% (24.57)% (9.51)%
Ratio of net expenses to average net assets+ 1.40% 1.40% 1.40% 1.40% 1.41%
Ratio of net investment income to average net assets+ 1.28% 0.99% 0.93% 1.47% 1.13%
Portfolio turnover rate 13% 12% 12% 19% 13%
Net assets, end of period (in thousands) $29,239 $39,046 $25,618 $ 9,420 $ 4,231
Ratios with no waiver of fees and assumption of expenses
by the Adviser and no reduction for fees paid indirectly:
Total expenses 1.54% 1.63% 1.85% 2.11% 1.48%
Net investment income 1.14% 0.76% 0.48% 0.76% 1.06%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 1.40% 1.40% 1.40% 1.40% 1.40%
Net investment income 1.28% 0.99% 0.93% 1.47% 1.14%
---------------------------------------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 29
Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/12 06/30/11 6/30/10 6/30/09 6/30/08
------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 19.05 $ 15.34 $ 14.21 $ 19.07 $ 21.30
------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.36 $ 0.27 $ 0.19 $ 0.21 $ 0.29
Net realized and unrealized gain (loss) on investments (0.86) 3.69 1.17 (4.83) (2.14)
------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.50) $ 3.96 $ 1.36 $ (4.62) $ (1.85)
------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income (0.36) (0.25) (0.23) (0.24) (0.33)
Net realized gain -- -- -- -- (0.05)
------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.86) $ 3.71 $ 1.13 $ (4.86) $ (2.23)
------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.19 $ 19.05 $ 15.34 $ 14.21 $ 19.07
==============================================================================================================================
Total return* (2.49)% 25.92% 9.47% (24.18)% (8.87)%
Ratio of net expenses to average net assets+ 0.80% 0.78% 0.75% 0.83% 0.75%
Ratio of net investment income to average net assets+ 1.89% 1.61% 1.50% 2.01% 1.62%
Portfolio turnover rate 13% 12% 12% 19% 13%
Net assets, end of period (in thousands) $2,119,613 $2,655,530 $1,973,461 $1,231,649 $818,534
Ratios with no waiver of fees and assumption of expenses
by the Adviser and no reduction for fees paid indirectly:
Total expenses 0.80% 0.78% 0.75% 0.83% 0.75%
Net investment income 1.89% 1.61% 1.50% 2.01% 1.62%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 0.80% 0.78% 0.75% 0.83% 0.75%
Net investment income 1.89% 1.61% 1.50% 2.01% 1.62%
------------------------------------------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
---------------------------------------------------------------------------------------------------------------------------
Year Year Year 11/1/08 (a)
Ended Ended Ended to
6/30/12 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 $ 0.35 $ 0.28 $ 0.14 $ 0.17
Net realized and unrealized gain (loss) on investments (0.87) 3.66 1.20 (1.46)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.52) $ 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 $ (0.88) $ 3.69 $ 1.10 $ (1.54)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.03 $ 18.91 $ 15.22 $ 14.12
===========================================================================================================================
Total return* (2.61)% 25.98% 9.36% 8.16%***
Ratio of net expenses to average net assets+ 0.90% 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 13% 12% 12% 19%**
Net assets, end of period (in thousands) $39,638 $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:
Total expenses 0.93% 0.76% 0.80% 0.83%**
Net investment income 1.77% 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 0.90% 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 Fundamental Value Fund | Annual Report | 6/30/12 31
Notes to Financial Statements | 6/30/12
1. Organization and Significant Accounting Policies
Pioneer Fundamental Value Fund (formerly known as 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 Fundamental Value Fund | Annual Report | 6/30/12
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 June 30, 2012, 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 Fundamental Value Fund | Annual Report | 6/30/12 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.
At June 30, 2012, the Fund was permitted to carry forward indefinitely
$23,686,565 of short term losses under the Regulated Investment Company
Modernization Act of 2010 without limitation. Additionally, at June 30,
2012, the Fund had a net capital loss carryforward of $544,714,205 of, which
the following amounts will expire between 2016 and 2018 if not utilized:
$28,235,355 in 2016, $170,605,729 in 2017 and $345,873,121 in 2018. Since
new losses are required to be utilized prior to losses incurred in
pre-enactment tax years, pre-enactment capital loss carryforwards may be
more likely to expire unused. Included in this amount is $28,235,355 of
capital losses which, as a result of the reorganization with Regions Morgan
Keegan Select Value fund on May 15, 2009, may be subject to limitations
imposed by the Internal Revenue Code.
The tax character of distributions paid during the years ended June 30, 2012
and June 30, 2011 were as follows:
--------------------------------------------------------------------------------
2012 2011
--------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $79,776,780 $58,870,489
Long-term capital gain -- --
--------------------------------------------------------------------------------
Total $79,776,780 $58,870,489
================================================================================
The following shows the components of distributable earnings on a
federal income tax basis at June 30, 2012:
--------------------------------------------------------------------------------
2012
--------------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 42,057,740
Capital loss carryforward (568,400,770)
Unrealized appreciation 559,880,145
--------------------------------------------------------------------------------
Total $ 33,537,115
================================================================================
34 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
The difference between book basis and tax basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit),
earned $80,848 in underwriting commissions on the sale of Class A shares
during the year ended June 30, 2012.
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 year ended June 30, 2012 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.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 35
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
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 June 30, 2012, 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
36 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
billion, and 0.55% on assets over $3 billion. For the year ended June 30, 2012,
the effective management fee (excluding waivers and/or assumption of expenses)
was equivalent to 0.62% of the Fund's average daily net assets.
PIM, and not the Fund, pays a portion of the fee it receives from the Fund to
Cullen Capital Management LLC as compensation for Cullen's subadvisory services
to the Fund.
PIM has contractually agreed to limit ordinary operating expenses of the Fund to
the extent required to reduce Fund expenses to 1.26%, 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 year ended June 30,
2012 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
$270,086 in management fees, administrative costs and certain other
reimbursements payable to PIM at June 30, 2012.
Effective March 5, 2012 PIM has retained Brown Brothers Harriman & Co. to
provide certain sub-administration and accounting services to the Fund.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts. For
the year ended June 30, 2012, such out-of-pocket expenses by class of shares
were as follows:
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 37
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $2,595,591
Class B 85,781
Class C 464,129
Class R 70,745
Class Y 2,747,709
Class Z 80,326
--------------------------------------------------------------------------------
Total $6,428,281
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $1,023,045 in transfer agent fees and out-of-pocket
reimbursements payable to PIMSS at June 30, 2012.
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 $54,215 in distribution fees payable to PFD at June 30, 2012.
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
38 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
subject to any CDSC that applied to the original purchase of those shares. There
is no CDSC for Class R, Class Y or Class Z shares. Proceeds from the CDSCs are
paid to PFD. For the year ended June 30, 2012, CDSCs in the amount of $159,530
were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the year ended June 30, 2012, the Fund's expenses were
not reduced under such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a committed, unsecured revolving line of credit
facility. Borrowings are used solely for temporary or emergency purposes. The
Fund may borrow up to the lesser of the amount available under the facility or
the limits set for borrowing by the Fund's prospectus and the 1940 Act. The
credit facility in effect until January 20, 2012 was in the amount of $165
million. Under such facility, 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 credit facility in effect as of February 15, 2012 is
in the amount of $215 million. Under such facility, depending on the type of
loan, interest on borrowings is payable at LIBOR plus 0.90% on an annualized
basis, or the Alternate Base Rate, which is the greater of (a) the facility's
administrative agent's daily announced prime rate on the borrowing date, (b) 2%
plus the Federal Funds Rate on the borrowing date and (c) 2% plus the overnight
Euro dollar rate on the borrowing date. The Funds pay an annual commitment fee
to participate in a credit facility. The commitment fee is allocated among
participating Funds based on an allocation schedule set forth in the credit
agreement. For the year ended June 30, 2012, the Fund had no borrowings under a
credit facility.
7. Subsequent Event
On August 1, 2012 PIM assumed direct responsibility for day-to-day management of
the Fund's portfolio.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 39
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareowners of
Pioneer Fundamental Value Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
Fundamental Value Fund (the "Fund") (formerly, Pioneer Cullen Value Fund),
including the schedule of investments, as of June 30, 2012, and the related
statement of operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended, and the financial
highlights for each of the periods indicated therein. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Fund's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of June 30, 2012 by correspondence with the custodian and
brokers or by other appropriate auditing procedures where replies from brokers
were not received. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Fundamental Value Fund (formerly, Pioneer Cullen Value Fund) at June 30,
2012, the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the financial
highlights for each of the periods indicated therein, in conformity with U.S.
generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
August 24, 2012
40 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Investment Subadviser
Cullen Capital Management LLC
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy voting policies and procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at us.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Fund's Trustees and Officers are listed on the following pages, together
with their principal occupations during at least the past five years. Trustees
who are interested persons of the Fund within the meaning of the 1940 Act are
referred to as Interested Trustees. Trustees who are not interested persons of
the Fund are referred to as Independent Trustees. Each of the Trustees serves as
a trustee of each of the 56 U.S. registered investment portfolios for which
Pioneer serves as investment adviser (the "Pioneer Funds"). The address for all
Trustees and all officers of the Fund is 60 State Street, Boston, Massachusetts
02109.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 41
Independent Trustees
-----------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Trustee
-----------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (61) Trustee since 2006. Chairman and Chief Executive Officer, Director, Broadridge Financial
Chairman of the Board Serves until a successor Quadriserv, Inc. (technology products Solutions, Inc. (investor
and Trustee trustee is elected or for securities lending industry) (2008 communications and securities
earlier retirement or - present); private investor (2004 - processing provider for financial
removal. 2008); and Senior Executive Vice services industry) (2009 - present);
President, The Bank of New York Director, Quadriserv, Inc. (2005 -
(financial and securities services) present); and Commissioner, New
(1986 - 2004) Jersey State Civil Service
Commission (2011 - present)
-----------------------------------------------------------------------------------------------------------------------------------
David R. Bock (68) Trustee since 2005. Managing Partner, Federal City Capital Director of Enterprise Community
Trustee Serves until a successor Advisors (corporate advisory services Investment, Inc. (privately held
trustee is elected or company) (1997 - 2004 and 2008 - affordable housing finance company)
earlier retirement or present); Interim Chief Executive (1985 - 2010); Director of Oxford
removal. Officer, Oxford Analytica, Inc. Analytica, Inc. (2008 - present);
(privately held research and consulting Director of The Swiss Helvetia Fund,
company) (2010); Executive Vice Inc. (closed-end fund) (2010 -
President and Chief Financial Officer, present); and Director of New York
I-trax, Inc. (publicly traded health Mortgage Trust (publicly traded
care services company) (2004 - 2007); mortgage REIT) (2004 - 2009, 2012 -
and Executive Vice President and Chief present)
Financial Officer, Pedestal Inc.
(internet-based mortgage trading
company) (2000 - 2002)
-----------------------------------------------------------------------------------------------------------------------------------
42 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
---------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position held with the Fund Length of Service Principal Occupation Held by Trustee
---------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (64) Trustee Trustee since 2004. Serves until Chairman, Bush International, Director of Marriott
a successor trustee is elected LLC (international financial International, Inc. (2008 -
or earlier retirement or advisory firm) (1991 - present); present); Director of Discover
removal. Senior Managing Director, Brock Financial Services (credit card
Capital Group, LLC (strategic issuer and electronic payment
business advisors) (2010 - services) (2007 - present);
present); Managing Director, Former Director of Briggs &
Federal Housing Finance Board Stratton Co. (engine
(oversight of Federal Home Loan manufacturer) (2004 - 2009);
Bank system) (1989 - 1991); Vice Former Director of UAL
President and Head of Corporation (airline holding
International Finance, Federal company) (2006 - 2010); Director
National Mortgage Association of ManTech International
(1988 - 1989); U.S. Alternate Corporation (national security,
Executive Director, defense, and intelligence
International Monetary Fund technology firm) (2006 -
(1984 - 1988); Executive present); Member, Board of
Assistant to Deputy Secretary of Governors, Investment Company
the U.S. Treasury, U.S. Treasury Institute (2007 - present);
Department (1982 - 1984); and Member, Board of Governors,
Vice President and Team Leader Independent Directors Council
in Corporate Banking, Bankers (2007 - present); Former
Trust Co. (1976 - 1982) Director of Brady Corporation
(2000 - 2007); Former Director
of Mortgage Guaranty Insurance
Corporation (1991 - 2006);
Former Director of Millennium
Chemicals, Inc. (commodity
chemicals) (2002 - 2005); Former
Director, R.J. Reynolds Tobacco
Holdings, Inc. (tobacco)
(1999-2005); and Former Director
of Texaco, Inc. (1997 - 2001)
---------------------------------------------------------------------------------------------------------------------------------
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 43
Independent Trustees (continued)
---------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position held with the Fund Length of Service Principal Occupation Held by Trustee
---------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (67) Trustee since 2008. Serves until William Joseph Maier Professor Trustee, Mellon Institutional
Trustee a successor trustee is elected of Political Economy, Harvard Funds Investment Trust and
or earlier retirement or University (1972 - present) Mellon Institutional Funds
removal. Master Portfolio (oversaw 17
portfolios in fund complex)
(1989-2008)
---------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (65) Trustee since 2004. Serves until Founding Director, Vice None
Trustee a successor trustee is elected President and Corporate
or earlier retirement or Secretary, The Winthrop Group,
removal. Inc. (consulting firm)
(1982-present); Desautels
Faculty of Management, McGill
University (1999 - present); and
Manager of Research Operations
and Organizational Learning,
Xerox PARC, Xerox's advance
research center (1990-1994)
---------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (64) Trustee since 2004. Serves until President and Chief Executive Director of New America High
Trustee a successor trustee is elected Officer, Newbury, Piret & Income Fund, Inc. (closed-end
or earlier retirement or Company, Inc. (investment investment company) (2004 -
removal. banking firm) (1981 - present) present); and member, Board of
Governors, Investment Company
Institute (2000 - 2006)
---------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (83) Trustee since 2012. Serves until Senior Counsel, Sullivan & Director, The Swiss Helvetia
Trustee a successor trustee is elected Cromwell LLP (law firm) (1998 - Fund, Inc. (closed-end
or earlier retirement or present); and Partner, Sullivan investment company); and
removal. & Cromwell LLP (prior to 1998) Director, Invesco, Ltd.
(formerly AMVESCAP, PLC)
(investment manager) (1997-2005)
---------------------------------------------------------------------------------------------------------------------------------
44 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
Interested Trustees
---------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position held with the Fund Length of Service Principal Occupation Held by Trustee
---------------------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (86)* Trustee since 2004. Non-Executive Chairman and a director None
Trustee and President Serves until a successor of Pioneer Investment Management USA
trustee is elected or earlier Inc. ("PIM-USA"); Chairman and a
retirement or removal. director of Pioneer; Chairman and
Director of Pioneer Institutional
Asset Management, Inc. (since 2006);
Director of Pioneer Alternative
Investment Management Limited
(Dublin) (until October 2011);
President and a director of Pioneer
Alternative Investment Management
(Bermuda) Limited and affiliated
funds; Deputy Chairman and a director
of Pioneer Global Asset Management
S.p.A. ("PGAM") (until April 2010);
Director of PIOGLOBAL Real Estate
Investment Fund (Russia) (until June
2006); Director of Nano-C, Inc.
(since 2003); Director of Cole
Management Inc. (2004 - 2011);
Director of Fiduciary Counseling,
Inc. (until December 2001); President
and Director of Pioneer Funds
Distributor, Inc. ("PFD") (until May
2006); President of all of the
Pioneer Funds; and Retired Partner,
Wilmer Cutler Pickering Hale and Dorr
LLP
---------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (53)* Trustee since 2007. Director, CEO and President of None
Trustee and Executive Serves until a successor PIM-USA (since February 2007);
Vice President trustee is elected or earlier Director and President of Pioneer and
retirement or removal. Pioneer Institutional Asset
Management, Inc. (since February
2007); Executive Vice President of
all of the Pioneer Funds (since March
2007); Director of PGAM (2007 -
2010); Head of New Europe Division,
PGAM (2000 - 2005); and Head of New
Markets Division, PGAM (2005 - 2007)
---------------------------------------------------------------------------------------------------------------------------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are
officers or directors of the Fund's investment adviser and certain of its
affiliates.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 45
Fund Officers
---------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position held with the Fund Length of Service Principal Occupation Held by Officer
---------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (47) Since 2010. Serves at Vice President and Associate General Counsel of Pioneer None
Secretary the discretion of the since January 2008 and Secretary of all of the Pioneer
Board. Funds since June 2010; Assistant Secretary of all of the
Pioneer Funds from September 2003 to May 2010; and Vice
President and Senior Counsel of Pioneer from July 2002
to December 2007
---------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (51) Since 2010. Serves at Fund Governance Director of Pioneer since December 2006 None
Assistant Secretary the discretion of the and Assistant Secretary of all the Pioneer Funds since
Board. June 2010; Manager - Fund Governance of Pioneer from
December 2003 to November 2006; and Senior Paralegal of
Pioneer from January 2000 to November 2003
---------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (49) Since 2010. Serves at Counsel of Pioneer since June 2007 and Assistant None
Assistant Secretary the discretion of the Secretary of all the Pioneer Funds since June 2010; and
Board. Vice President and Counsel at State Street Bank from
October 2004 to June 2007
---------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (52) Since 2008. Serves at Vice President - Fund Treasury of Pioneer; Treasurer of None
Treasurer the discretion of the all of the Pioneer Funds since March 2008; Deputy
Board. Treasurer of Pioneer from March 2004 to February 2008;
and Assistant Treasurer of all of the Pioneer Funds from
March 2004 to February 2008
---------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (47) Since 2004. Serves at Assistant Vice President - Fund Treasury of Pioneer; and None
Assistant Treasurer the discretion of the Assistant Treasurer of all of the Pioneer Funds
Board.
---------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (54) Since 2004. Serves at Fund Accounting Manager - Fund Treasury of Pioneer; and None
Assistant Treasurer the discretion of the Assistant Treasurer of all of the Pioneer Funds
Board.
---------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (32) Since 2009. Serves at Fund Administration Manager - Fund Treasury of Pioneer None
Assistant Treasurer the discretion of the since November 2008; Assistant Treasurer of all of the
Board. Pioneer Funds since January 2009; and Client Service
Manager - Institutional Investor Services at State
Street Bank from March 2003 to March 2007
---------------------------------------------------------------------------------------------------------------------------------
46 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
---------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position held with the Fund Length of Service Principal Occupation Held by Officer
---------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (59) Since 2010. Serves at Chief Compliance Officer of Pioneer and of all the None
Chief Compliance Officer the discretion of the Pioneer Funds since March 2010; Director of Adviser
Board. and Portfolio Compliance at Pioneer since October
2005; and Senior Compliance Officer for Columbia
Management Advisers, Inc. from October 2003 to October
2005
---------------------------------------------------------------------------------------------------------------------------------
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 47
This page for your notes.
48 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
This page for your notes.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 49
This page for your notes.
50 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
This page for your notes.
Pioneer Fundamental Value Fund | Annual Report | 6/30/12 51
This page for your notes.
52 Pioneer Fundamental Value Fund | Annual Report | 6/30/12
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 http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
[LOGO] PIONEER
Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
us.pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(c) 2012 Pioneer Investments 19400-06-0812
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Fund, including fees
associated with the annual filing of its Form N-1A, totaled
approximately $30,187 in 2012 and $31,786 in 2011.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees
There were no fees for audit-related services provided to
the Fund during the fiscal years ended June 30, 2012 and 2011.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
Tax Fees
Fees for tax compliance services, primarily for tax returns,
totaled approximately $8,290 and $8,290 in 2012 and 2011,
respectively.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
Other Fees
There were no fees for other services provided to
the Fund during the fiscal years ended June 30, 2012 and 2011.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Beginning with non-audit service contracts entered into on or
after May 6, 2003, the effective date of the new SEC pre-
approval rules, the Fund's audit committee is required to pre-
approve services to affiliates defined by SEC rules to the extent
that the services are determined to have a direct impact on the
operations or financial reporting of the Fund. For the years
ended June 30, 2012 and 2011, there were no services provided
to an affiliate that required the Fund's audit committee pre-
approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Fund and affiliates, as
previously defined, totaled approximately $8,290 in 2012 and
$8,290 in 2011.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust III
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date August 29, 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 August 29, 2012
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date August 29, 2012
* Print the name and title of each signing officer under his or her signature.