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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21460
Pioneer Series Trust II
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: December 31
Date of reporting period: January 1, 2012 through December 31, 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 Growth
Opportunities Fund
--------------------------------------------------------------------------------
Annual Report | December 31, 2012
--------------------------------------------------------------------------------
Ticker Symbols:
Class A PGOFX
Class B GOFBX
Class C GOFCX
Class R PGRRX
Class Y GROYX
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 24
Notes to Financial Statements 33
Report of Independent Registered Public Accounting Firm 42
Approval of Investment Advisory Agreement 44
Trustees, Officers and Service Providers 48
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 1
President's Letter
Dear Shareowner,
Pioneer has been cautiously optimistic about the U.S. economy from the start of
the year, and the data continues to be encouraging. Employment continues to
rise, albeit slowly, and we believe it should continue to do so in 2013, barring
a negative shock to the system. The housing and auto sectors continue to
recover, benefiting from record-low interest rates. Banks' willingness to lend
to consumers and businesses also continues to rise, broad measures of inflation
remain subdued, and, if the weather improves in 2013, that should help to bring
food prices back down. While corporate profit growth has slowed, many U.S.
companies still have strong balance sheets and continue to display the ability
to both pay and increase dividends*.
While the so-called "fiscal cliff" scheduled to take effect at year-end
dominated the media in December--and while no deal was struck before markets
closed for the year--investors who owned financial assets like equities and
high-yield corporate bonds generally enjoyed good returns in 2012. The Standard
& Poor's 500 Index returned 16% in 2012, and the Bank of America Merrill Lynch
High Yield Master II Index returned 15.6%. Meanwhile, the higher-quality
Barclays Capital Aggregate Bond Index gained 4.2% for the year, the safer-still
Barclays Capital Intermediate Treasuries Index returned 3.9%, and 3-month
Treasury bills, generally regarded as essentially "risk free" by the markets,
returned just 0.1% in 2012.
Despite generally improving economic conditions and positive market returns in
2012, investors still face daunting challenges in the year ahead, although we
remain optimistic that the underlying economic trends are moving in the right
direction. The year-end "fiscal cliff" deal did not eliminate the risk of
further tax increases or spending cuts, nor did it eliminate the risk that the
U.S. could face further downgrades to its credit rating from one or more of the
major ratings agencies. The Federal Reserve Board continues to provide
extraordinary support to the U.S. economy and the bond market, but will not do
so indefinitely. Europe has made progress towards dampening its sovereign-debt
crisis, but has not resolved the problem as yet; the region also was mired in a
recession as 2012 drew to a close. In Asia, Japan continues to struggle with low
economic growth,
* Dividends are not guaranteed.
2 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
deflation, high levels of debt, and an aging population. In the emerging
markets, China and other developing economies, while generally in better shape
than most "developed" markets, also face a range of ongoing challenges.
While most of the risks outlined above are widely recognized and may already be
"priced in" to the market, we believe investors should continue to expect market
volatility tied to these factors.
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. And while diversification alone does not assure a
profit or protect against loss in a declining market, we believe there are still
opportunities for prudent investors to earn attractive returns. 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, keeping in mind that there is no single best strategy that
works for every investor.
In 2013, Pioneer proudly celebrates its 85th anniversary. Since 1928, our
investment teams have sought out attractive opportunities in global equity and
bond markets, using in-depth research to identify undervalued individual
securities, and using thoughtful risk management to construct portfolios which
balance potential risks and reward in an ever-changing world.
We encourage 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 Growth Opportunities Fund | Annual Report | 12/31/12 3
Portfolio Management Discussion | 12/31/12
In the following interview, Brian Stack discusses the factors that influenced
the performance of Pioneer Growth Opportunities Fund during the 12-month period
ended December 31, 2012. Mr. Stack, senior vice president and portfolio manager
at Pioneer, is responsible for the daily management of the Fund.
Q How did the Fund perform during the 12 months ended December 31, 2012?
A Pioneer Growth Opportunities Fund's Class A shares returned 6.58% at net
asset value during the 12 months ended December 31, 2012, while the Fund's
benchmark, the Russell 2000 Growth Index (the Russell Index), returned
14.59%. During the same period, the average return of the 526 mutual funds
in Lipper's Small Cap Growth Funds category was 13.09%.
Q What were the primary reasons for the Fund's underperformance of the Russell
Index during the 12 months ended December 31, 2012?
A The past fiscal year was a challenging time for us in managing the Fund, as
the stock selection process we employ turned out to be not very well-suited
to the broader market environment which prevailed during the 12-month
period.
We employ a "growth at a reasonable price" (GARP) discipline in managing the
Fund. GARP targets what we believe to be attractively priced companies with
above-average growth potential, defensible business models, solid
competitive positions, and innovative products or other growth drivers that
can prevail even in an uncertain economic environment. The GARP approach did
not work out particularly well for the Fund over the past year, but we still
believe it to be an effective investment approach over the long term.
Within the small-cap space in particular, the 12-month period was
characterized by the outperformance of slower-growing firms with higher
levels of leverage on their balance sheets, while companies with faster-
growing earnings and what we believed to be better overall fundamentals
lagged the overall small-cap market.
Our GARP stock selection process for the Fund was least effective in the
information technology sector during the 12-month period, but the
portfolio's underweight in real estate investment trusts (REITs) also
weighed on benchmark-relative performance, as did not owning some
early-stage biotechnology stocks that benefited from either the release of
positive clinical data or new drug approvals from the Food and Drug
Administration (FDA). Historically, the portfolio has not had significant
exposure to REITs or to early-stage biotechnology stocks, and that
long-standing practice hurt relative performance over the 12-month period.
4 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Q What specific portfolio holdings had the biggest negative effects on the
Fund's performance during the 12 months ended December 31, 2012?
A The individual Fund holding that detracted the most from performance during
the period was Spirit AeroSystems, a manufacturer of commercial fuselages
and wing systems. We purchased the stock based on a vibrant commercial
aerospace cycle and the company's ongoing effort to diversify its customer
base beyond its former parent company, Boeing. During the period, however,
Spirit encountered cost overruns in multiple manufacturing programs, shaking
our confidence in management's control systems. Another underperformer
during the 12-month period was the Fund's position in the mall-based
retailer Express. We liked the company's management and its "test-and-react"
strategy aimed at helping Express stay ahead of fashion trends with its
young-adult customers. Two quarterly earnings disappointments, however,
shook our confidence in the company's strategy. We eliminated both Spirit
AeroSystems and Express from the portfolio before the end of the period.
A position in Questcor Pharmaceuticals likewise detracted from the Fund's
performance during the 12-month period. Questcor is a specialty
pharmaceutical company with a single, fast-growing product (Acthar Gel) that
is used to treat three separate diseases of the central nervous system. Late
in the third quarter of 2012, health insurer Aetna announced that new
prescriptions for Acthar Gel would require explicit prior approval -
potentially restricting future sales growth. We had already sold a large
portion of the Fund's position in Questcor, but the sharp decline in the
stock's price after Aetna's announcement caused the portfolio's remaining
weighting in Questcor to detract meaningfully from performance. We chose to
sell the balance of the Fund's Questcor position, as we believe uncertainty
will continue to have an effect on the company's stock for the foreseeable
future.
Q What sector allocations or individual securities aided the Fund's
performance during the 12 months ended December 31, 2012?
A Health care was home to a number of the Fund's leading performance
contributors during the past year. The top performer in the portfolio within
health care was Catalyst Health Solutions, which was acquired by SXC Health
Solutions. We held on to the Fund's shares in the combined company, which is
now called Catamaran Corporation, and that decision further helped
performance as the stock continued to gain ground following the merger. We
sold the Fund's position in Catamaran late in the fiscal year after the
stock reached our price target.
The portfolio's position in professional staffing provider On Assignment
also posted strong gains during 2012. With so much uncertainty lingering
regarding the general economic outlook, many employers have been
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 5
choosing to hire temporary information technology and health care
professionals rather than staffing open positions with full-time employees,
and that practice has boosted On Assignment's performance.
The Fund also benefited from exceptionally strong stock selection in the
energy sector during the period. One reason for the Fund's strong showing in
the sector was a position in Cabot Oil & Gas. Cabot, a low-cost producer of
natural gas, features the best production growth profile in the industry.
The company has shown the ability to grow, even with the currently depressed
price of natural gas, and we believe it can continue to do so as natural gas
prices slowly improve due to increased demand and limited production growth.
Cabot remains a top holding in the Fund as of year-end.
Q Broadly speaking, how was the Fund positioned as of December 31, 2012?
A Keeping in mind that the Fund's sector weights are a residual effect of our
bottom-up security selection process, energy represented the portfolio's
largest sector overweight relative to the benchmark as of year-end, followed
by health care and materials. The Fund's overweight to energy stemmed mainly
from positions in natural gas stocks. The natural gas industry as a whole
has delivered weak performance in recent years as an unfavorable balance of
supply and demand has weighed on the commodity. If the price of natural gas
begins to recover, however, those companies stand to benefit. We expect that
the longer-term demand for natural gas will be boosted by the development of
an export market for the commodity, and by increased domestic demand from
utilities and U.S. manufacturers.
Consumer stocks, financials, and industrials represented the Fund's largest
sector underweights relative to the Russell Index as of December 31, 2012.
Consumer stocks generally performed very well in 2012, and many stocks in
the group entered 2013 with what we feel are elevated valuations, even as
higher tax rates and continued uncertainty in the job market continue to
threaten future consumer spending levels.
During the second half of the Fund's fiscal year, we reduced the portfolio's
weighting to information technology and also reduced the number of holdings
in companies whose growth potential, in our opinion, may be poorly
understood by investors at the present time. We also reduced the portfolio's
positions in companies that are facing short-term challenges. While the Fund
has, in the past, realized strong performance from ownership of such an
eclectic array of stocks, those types of holdings found little favor in the
market environment that characterized the 12-month period ended December 31,
2012.
Q How would you characterize your outlook as we head into 2013?
A Despite the potential short-term economic and political challenges still
facing the markets, we hold a positive view on the outlook for stocks in
2013. Both home prices and homebuilding activity appear to have found a
bottom, which should contribute to improved consumer sentiment. Our
6 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
optimism about the longer-term outlook for equities is supported by what we
believe are attractive stock valuations relative to other asset classes. We
note that small-cap valuations, while above average, remain well below
recent highs, and that the rate of profit growth for small-cap companies
appears to be accelerating.
We are maintaining our focus on adding value to the Fund through individual
stock selection. While 2012 was a difficult year for the Fund in terms of
benchmark-relative performance, we believe investors will begin looking past
broad, macroeconomic factors and return their focus to individual stock
fundamentals in the year ahead. While it can be difficult to outperform in a
momentum-driven market, we believe, ultimately, that stocks of companies
with consistent earnings and reasonable valuations will be rewarded. We
believe the portfolio is well-positioned to build on its long-term track
record in the months and years ahead.
Note to shareholders: Pioneer's Board of Trustees has approved the
reorganization of Pioneer Select Mid Cap Growth Fund into Pioneer Growth
Opportunities Fund. It is expected that the reorganization will be completed
in April or May 2013. The combined fund will have the same investment
strategies and policies as, and be managed by the management team of,
Pioneer Select Mid Cap Growth Fund (led by Ken Winston, vice president and
portfolio manager at Pioneer). It is anticipated that the performance
history of the combined fund will be that of Pioneer Select Mid Cap Growth
Fund. The combined fund will be named Pioneer Select Mid Cap Growth Fund.
Please refer to the Schedule of Investments on pages 17-23 for a full listing of
Fund securities.
Investments in small companies may offer the potential for higher returns, but
are also subject to greater short-term price fluctuations than larger, more
established companies.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
These risks may increase share price volatility.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These opinions should not
be relied upon for any other purposes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 7
Portfolio Summary | 12/31/12
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 95.1%
International Common Stocks 3.9%
Depository Receipts for International Stocks 1.0%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Health Care 23.1%
Information Technology 20.5%
Industrials 16.4%
Consumer Discretionary 14.5%
Energy 10.8%
Materials 5.9%
Financials 5.2%
Consumer Staples 3.6%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Cabot Oil & Gas Corp. 2.50%
--------------------------------------------------------------------------------
2. Jazz Pharmaceuticals Plc 2.11
--------------------------------------------------------------------------------
3. WR Grace & Co. 1.78
--------------------------------------------------------------------------------
4. Quidel Corp. 1.76
--------------------------------------------------------------------------------
5. Salix Pharmaceuticals, Ltd. 1.70
--------------------------------------------------------------------------------
6. Gartner, Inc. 1.56
--------------------------------------------------------------------------------
7. On Assignment, Inc. 1.54
--------------------------------------------------------------------------------
8. Cinemark Holdings, Inc. 1.51
--------------------------------------------------------------------------------
9. Joy Global, Inc. 1.42
--------------------------------------------------------------------------------
10. ViroPharma, Inc. 1.42
--------------------------------------------------------------------------------
* This list excludes temporary cash investments and derivative instruments.
The portfolio is actively managed, and current holdings may be different.
The holdings listed should not be considered recommendations to buy or sell
any security listed.
8 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Prices and Distributions | 12/31/12
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 12/31/12 12/31/11
--------------------------------------------------------------------------------
A $28.34 $26.59
--------------------------------------------------------------------------------
B $23.44 $22.31
--------------------------------------------------------------------------------
C $23.96 $22.68
--------------------------------------------------------------------------------
R $28.07 $26.43
--------------------------------------------------------------------------------
Y $29.51 $27.55
--------------------------------------------------------------------------------
Distributions per Share: 1/1/12-12/31/12
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $ -- $ -- $ --
--------------------------------------------------------------------------------
B $ -- $ -- $ --
--------------------------------------------------------------------------------
C $ -- $ -- $ --
--------------------------------------------------------------------------------
R $ -- $ -- $ --
--------------------------------------------------------------------------------
Y $ -- $ -- $ --
--------------------------------------------------------------------------------
Index Definition
--------------------------------------------------------------------------------
The Russell 2000 Growth Index measures the performance of U.S. small-cap growth
stocks. Index returns are calculated monthly, assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses, or sales charges.
It is not possible to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 10-14.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 9
Performance Update | 12/31/12 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund at public offering price,
compared to that of the Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------------------------
10 Years 7.82% 7.18%
5 Years 2.80 1.59
1 Year 6.58 0.46
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.26%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Growth
Opportunities Fund Russell 2000 Growth Index
12/31/2002 $ 9,425 $ 10,000
12/31/2003 $ 13,537 $ 14,854
12/31/2004 $ 16,546 $ 16,979
12/31/2005 $ 17,301 $ 17,685
12/31/2006 $ 18,128 $ 20,045
12/31/2007 $ 17,422 $ 21,457
12/31/2008 $ 11,256 $ 13,188
12/31/2009 $ 16,097 $ 17,733
12/31/2010 $ 19,252 $ 22,891
12/31/2011 $ 18,765 $ 22,226
12/31/2012 $ 20,000 $ 25,468
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class A shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class A shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance shown would be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
10 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Performance Update | 12/31/12 Class B Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 6.58% 6.58%
5 Years 1.41 1.41
1 Year 5.07 1.07
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
2.49%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Growth
Opportunities Fund Russell 2000 Growth Index
12/31/2002 $ 10,000 $ 10,000
12/31/2003 $ 14,264 $ 14,854
12/31/2004 $ 17,290 $ 16,979
12/31/2005 $ 17,908 $ 17,685
12/31/2006 $ 18,579 $ 20,045
12/31/2007 $ 17,639 $ 21,457
12/31/2008 $ 11,217 $ 13,188
12/31/2009 $ 15,816 $ 17,733
12/31/2010 $ 18,697 $ 22,891
12/31/2011 $ 18,003 $ 22,226
12/31/2012 $ 18,915 $ 25,468
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). The maximum CDSC is 4% and declines over five years. For more complete
information, please see the prospectus.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class B shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class B shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance shown would be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 11
Performance Update | 12/31/12 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 6.80% 6.80%
5 Years 1.71 1.71
1 Year 5.64 5.64
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
2.13%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Growth
Opportunities Fund Russell 2000 Growth Index
12/31/2002 $ 10,000 $ 10,000
12/31/2003 $ 14,264 $ 14,854
12/31/2004 $ 17,290 $ 16,979
12/31/2005 $ 17,952 $ 17,685
12/31/2006 $ 18,658 $ 20,045
12/31/2007 $ 17,733 $ 21,457
12/31/2008 $ 11,295 $ 13,188
12/31/2009 $ 15,960 $ 17,733
12/31/2010 $ 18,909 $ 22,891
12/31/2011 $ 18,273 $ 22,226
12/31/2012 $ 19,304 $ 25,468
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class C shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class C shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). This adjustment has the effect of reducing
the previously reported performance of the predecessor fund. If all the expenses
of the Fund were reflected, the performance shown would be lower.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers, Fund performance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
12 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Performance Update | 12/31/12 Class R Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 7.71% 7.71%
5 Years 2.60 2.60
1 Year 6.21 6.21
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.57%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Growth
Opportunities Fund Russell 2000 Growth Index
12/31/2002 $ 10,000 $ 10,000
12/31/2003 $ 14,367 $ 14,854
12/31/2004 $ 17,560 $ 16,979
12/31/2005 $ 18,362 $ 17,685
12/31/2006 $ 19,239 $ 20,045
12/31/2007 $ 18,489 $ 21,457
12/31/2008 $ 11,946 $ 13,188
12/31/2009 $ 17,076 $ 17,733
12/31/2010 $ 20,372 $ 22,891
12/31/2011 $ 19,795 $ 22,226
12/31/2012 $ 21,023 $ 25,468
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class R shares for periods prior to December 10, 2004, is
based on the performance of the predecessor fund's Class A shares, which has
been restated to reflect any differences in any applicable sales charges (but
not differences in expenses). This adjustment has the effect of reducing the
previously reported performance of the predecessor fund. If all the expenses of
the Fund were reflected, the performance would be lower than the performance
shown.
Performance shown for periods from December 10, 2004, to the inception of Class
R shares on August 3, 2009, is based on the performance of Pioneer Growth
Opportunities Fund's Class A shares, reduced to reflect the higher distribution
and service fees for Class R shares. Class R shares are not subject to sales
charges and are available for limited groups of eligible investors, including
institutional investors. All results are historical and assume the reinvestment
of dividends and capital gains. Other share classes are available for which
performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers, Fund performance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 13
Performance Update | 12/31/12 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 8.23% 8.23%
5 Years 3.34 3.34
1 Year 7.12 7.12
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
0.75%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Growth
Opportunities Fund Russell 2000 Growth Index
12/31/2002 $ 5,000,000 $ 5,000,000
12/31/2003 $ 7,183,265 $ 7,427,171
12/31/2004 $ 8,780,200 $ 8,489,733
12/31/2005 $ 9,189,747 $ 8,842,304
12/31/2006 $ 9,691,337 $ 10,022,351
12/31/2007 $ 9,353,769 $ 10,728,558
12/31/2008 $ 6,074,148 $ 6,593,783
12/31/2009 $ 8,737,658 $ 8,866,571
12/31/2010 $ 10,508,351 $ 11,445,643
12/31/2011 $ 10,291,684 $ 11,112,831
12/31/2012 $ 11,023,869 $ 12,733,924
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance for Class Y shares for periods prior to December 10, 2004, is based
on the performance of the predecessor fund's Class A shares, which has been
restated to reflect any differences in any applicable sales charges (but not
differences in expenses). This adjustment has the effect of reducing the
previously reported performance of the predecessor fund. If all the expenses of
the Fund were reflected, the performance shown would be lower.
Performance shown for periods from December 10, 2004, to the inception of Class
Y shares on September 23, 2005, reflects the NAV performance of the Pioneer
Growth Opportunities Fund's Class A shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to Class A
shares. Since fees for Class A shares are generally higher than those of Class Y
shares, the performance for Class Y shares prior to their inception would have
been higher than that shown. Class Y shares are not subject to sales charges and
are available for limited groups of eligible investors, including institutional
investors. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers, Fund performance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
14 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
--------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses.You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value (divided by) $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period" to
estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Growth Opportunities Fund
Based on actual returns from July 1, 2012, through December 31, 2012.
--------------------------------------------------------------------------------
Share Class A B C R Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 7/1/12
--------------------------------------------------------------------------------
Ending Account Value $ 990.89 $ 983.71 $ 986.74 $ 989.47 $ 993.32
(after expenses)
on 12/31/12
--------------------------------------------------------------------------------
Expenses Paid $ 6.26 $ 13.36 $ 10.54 $ 8.00 $ 3.81
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.25%, 2.68%,
2.11%, 1.60% and 0.76% for Class A, Class B, Class C, Class R, and Class Y
shares, respectively, multiplied by the average account value over the
period, multiplied by 184/366 (to reflect the one-half year period).
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 15
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Growth Opportunities Fund
Based on a hypothetical 5% return per year before expenses, reflecting the
period from July 1, 2012, through December 31, 2012.
--------------------------------------------------------------------------------
Share Class A B C R Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 7/1/12
--------------------------------------------------------------------------------
Ending Account Value $1,018.85 $1,011.66 $1,014.53 $1,017.09 $1,021.32
(after expenses)
on 12/31/12
--------------------------------------------------------------------------------
Expenses Paid $ 6.34 $ 13.55 $ 10.68 $ 8.11 $ 3.86
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.25%, 2.68%,
2.11%, 1.60% and 0.76% for Class A, Class B, Class C, Class R, and Class Y
shares, respectively, multiplied by the average account value over the
period, multiplied by 184/366 (to reflect the one-half year period).
16 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Schedule of Investments | 12/31/12
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
COMMON STOCKS -- 99.7%
ENERGY -- 10.9%
Oil & Gas Equipment & Services -- 1.4%
233,384 Basic Energy Services, Inc.* $ 2,662,911
78,900 Dresser-Rand Group, Inc.* 4,429,446
--------------
$ 7,092,357
---------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 8.4%
76,700 Bonanza Creek Energy, Inc.* $ 2,131,493
256,543 Cabot Oil & Gas Corp. 12,760,449
104,300 Cobalt International Energy, Inc.* 2,561,608
329,070 Comstock Resources, Inc.* 4,978,829
541,100 EXCO Resources, Inc.* 3,663,247
158,900 Gulfport Energy Corp.* 6,073,158
251,000 McMoRan Exploration Co.* 4,028,550
123,100 Oasis Petroleum, Inc.* 3,914,580
100,900 Trilogy Energy Corp. 2,957,904
--------------
$ 43,069,818
---------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.5%
69,100 SemGroup Corp.* $ 2,700,428
---------------------------------------------------------------------------------------
Coal & Consumable Fuels -- 0.6%
372,177 Arch Coal, Inc. $ 2,724,336
--------------
Total Energy $ 55,586,939
---------------------------------------------------------------------------------------
MATERIALS -- 6.0%
Commodity Chemicals -- 0.8%
50,000 Westlake Chemical Corp. $ 3,965,000
---------------------------------------------------------------------------------------
Specialty Chemicals -- 3.1%
543,000 Flotek Industries, Inc.* $ 6,624,600
135,300 WR Grace & Co.* 9,096,219
--------------
$ 15,720,819
---------------------------------------------------------------------------------------
Construction Materials -- 2.1%
105,400 Eagle Materials, Inc. $ 6,165,900
91,500 Vulcan Materials Co. 4,762,575
--------------
$ 10,928,475
--------------
Total Materials $ 30,614,294
---------------------------------------------------------------------------------------
CAPITAL GOODS -- 6.5%
Construction & Engineering -- 1.7%
582,600 Great Lakes Dredge & Dock Corp. $ 5,202,618
112,200 KBR, Inc. 3,357,024
--------------
$ 8,559,642
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 17
Schedule of Investments | 12/31/12 (continued)
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 2.4%
114,000 Joy Global, Inc. $ 7,270,920
329,700 The Manitowoc Co., Inc. 5,169,696
--------------
$ 12,440,616
---------------------------------------------------------------------------------------
Industrial Machinery -- 2.4%
105,800 Chart Industries, Inc.* $ 7,053,686
136,280 Kennametal, Inc. 5,451,200
--------------
$ 12,504,886
--------------
Total Capital Goods $ 33,505,144
---------------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES -- 5.0%
Diversified Support Services -- 1.5%
235,600 Mobile Mini, Inc.* $ 4,907,548
283,700 Performant Financial Corp.* 2,865,370
--------------
$ 7,772,918
---------------------------------------------------------------------------------------
Human Resource & Employment Services -- 2.8%
388,485 On Assignment, Inc.* $ 7,878,476
357,200 WageWorks, Inc.* 6,358,160
--------------
$ 14,236,636
---------------------------------------------------------------------------------------
Research & Consulting Services -- 0.7%
42,111 CoStar Group, Inc.* $ 3,763,460
--------------
Total Commercial Services & Supplies $ 25,773,014
---------------------------------------------------------------------------------------
TRANSPORTATION -- 4.9%
Air Freight & Logistics -- 1.1%
303,300 XPO Logistics, Inc.* $ 5,271,354
---------------------------------------------------------------------------------------
Airlines -- 2.6%
108,100 Alaska Air Group, Inc.* $ 4,658,029
48,820 Allegiant Travel Co. 3,583,876
384,200 US Airways Group, Inc.* 5,186,700
--------------
$ 13,428,605
---------------------------------------------------------------------------------------
Trucking -- 1.2%
676,200 Swift Transportation Co.* $ 6,166,944
--------------
Total Transportation $ 24,866,903
---------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 6.4%
Home Furnishings -- 0.8%
152,800 Ethan Allen Interiors, Inc. $ 3,928,488
---------------------------------------------------------------------------------------
Homebuilding -- 0.8%
99,400 Lennar Corp. $ 3,843,798
---------------------------------------------------------------------------------------
Housewares & Specialties -- 0.7%
57,000 Tupperware Brands Corp. $ 3,653,700
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
Apparel, Accessories & Luxury Goods -- 2.9%
53,601 Carter's, Inc.* $ 2,982,896
166,700 G-III Apparel Group, Ltd.* 5,706,141
179,500 Hanesbrands, Inc.* 6,429,690
--------------
$ 15,118,727
---------------------------------------------------------------------------------------
Footwear -- 1.2%
415,956 Crocs, Inc.* $ 5,985,607
--------------
Total Consumer Durables & Apparel $ 32,530,320
---------------------------------------------------------------------------------------
CONSUMER SERVICES -- 2.9%
Casinos & Gaming -- 0.7%
426,600 Scientific Games Corp.* $ 3,698,622
---------------------------------------------------------------------------------------
Leisure Facilities -- 0.8%
63,000 Six Flags Entertainment Corp. $ 3,855,600
---------------------------------------------------------------------------------------
Restaurants -- 0.5%
35,800 Buffalo Wild Wings, Inc.* $ 2,606,956
---------------------------------------------------------------------------------------
Education Services -- 0.9%
204,463 Grand Canyon Education, Inc.* $ 4,798,747
--------------
Total Consumer Services $ 14,959,925
---------------------------------------------------------------------------------------
MEDIA -- 1.5%
Movies & Entertainment -- 1.5%
297,619 Cinemark Holdings, Inc. $ 7,732,142
--------------
Total Media $ 7,732,142
---------------------------------------------------------------------------------------
RETAILING -- 3.7%
Internet Retail -- 0.8%
189,375 HomeAway, Inc.* $ 4,166,250
---------------------------------------------------------------------------------------
Apparel Retail -- 1.4%
94,000 Abercrombie & Fitch Co. $ 4,509,180
106,800 Francesca's Holdings Corp.* 2,772,528
--------------
$ 7,281,708
---------------------------------------------------------------------------------------
Computer & Electronics Retail -- 0.7%
146,900 GameStop Corp. $ 3,685,721
---------------------------------------------------------------------------------------
Specialty Stores -- 0.8%
67,500 Vitamin Shoppe, Inc.* $ 3,871,800
--------------
Total Retailing $ 19,005,479
---------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 0.5%
Food Retail -- 0.5%
145,798 Natural Grocers by Vitamin Cottage, Inc.* $ 2,783,284
--------------
Total Food & Staples Retailing $ 2,783,284
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 19
Schedule of Investments | 12/31/12 (continued)
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 2.6%
Packaged Foods & Meats -- 2.6%
139,000 B&G Foods, Inc. $ 3,935,090
144,200 Flowers Foods, Inc. 3,355,534
149,300 Green Mountain Coffee Roasters, Inc.* 6,175,048
--------------
$ 13,465,672
--------------
Total Food, Beverage & Tobacco $ 13,465,672
---------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 11.8%
Health Care Equipment -- 5.2%
385,053 ABIOMED, Inc.* $ 5,182,813
229,225 Conceptus, Inc.* 4,816,017
271,800 DexCom, Inc.* 3,699,198
44,134 HeartWare International, Inc.* 3,705,049
210,300 Insulet Corp.* 4,462,566
237,300 Masimo Corp. 4,985,673
--------------
$ 26,851,316
---------------------------------------------------------------------------------------
Health Care Supplies -- 4.3%
167,500 Align Technology, Inc.* $ 4,648,125
287,400 Endologix, Inc.* 4,092,576
108,500 Haemonetics Corp.* 4,431,140
480,300 Quidel Corp.* 8,967,201
--------------
$ 22,139,042
---------------------------------------------------------------------------------------
Health Care Facilities -- 1.7%
277,100 Brookdale Senior Living, Inc.* $ 7,016,172
497,452 LCA-Vision, Inc.* 1,417,738
--------------
$ 8,433,910
---------------------------------------------------------------------------------------
Managed Health Care -- 0.6%
57,800 WellCare Health Plans, Inc.* $ 2,814,282
--------------
Total Health Care Equipment & Services $ 60,238,550
---------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES -- 11.3%
Biotechnology -- 5.1%
348,249 Alkermes Plc* $ 6,449,571
121,900 Cubist Pharmaceuticals, Inc.* 5,127,114
382,500 Exact Sciences Corp.* 4,050,675
714,200 Neurocrine Biosciences, Inc.* 5,342,216
566,800 NPS Pharmaceuticals, Inc.* 5,157,880
--------------
$ 26,127,456
---------------------------------------------------------------------------------------
Pharmaceuticals -- 6.2%
374,300 Akorn, Inc.* $ 5,000,648
202,805 Jazz Pharmaceuticals Plc* 10,789,226
214,900 Salix Pharmaceuticals, Ltd.* 8,699,152
The accompanying notes are an integral part of these financial statements.
20 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
Pharmaceuticals -- (continued)
318,100 ViroPharma, Inc.* $ 7,239,956
--------------
$ 31,728,982
--------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 57,856,438
---------------------------------------------------------------------------------------
BANKS -- 1.0%
Regional Banks -- 1.0%
73,600 Signature Bank* $ 5,250,624
--------------
Total Banks $ 5,250,624
---------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 3.7%
Consumer Finance -- 0.7%
69,884 First Cash Financial Services, Inc.* $ 3,467,644
---------------------------------------------------------------------------------------
Asset Management & Custody Banks -- 1.4%
71,100 Financial Engines, Inc.* $ 1,973,025
125,600 Walter Investment Management Corp.* 5,403,312
--------------
$ 7,376,337
---------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 1.6%
520,900 E*TRADE Financial Corp.* $ 4,662,055
111,600 Evercore Partners, Inc. 3,369,204
--------------
$ 8,031,259
--------------
Total Diversified Financials $ 18,875,240
---------------------------------------------------------------------------------------
REAL ESTATE -- 0.5%
Residential REIT -- 0.5%
57,200 American Campus Communities, Inc. $ 2,638,636
--------------
Total Real Estate $ 2,638,636
---------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 15.6%
Internet Software & Services -- 3.6%
288,200 Brightcove, Inc.* $ 2,605,328
256,300 ExactTarget, Inc.* 5,126,000
415,900 SciQuest, Inc.* 6,596,174
244,018 Vocus, Inc.* 4,241,033
--------------
$ 18,568,535
---------------------------------------------------------------------------------------
IT Consulting & Other Services -- 1.6%
172,800 Gartner, Inc.* $ 7,952,256
---------------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 2.0%
73,600 WEX, Inc.* $ 5,547,232
433,200 WNS Holdings, Ltd. (A.D.R.)* 4,513,944
--------------
$ 10,061,176
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 21
Schedule of Investments | 12/31/12 (continued)
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
Application Software -- 7.0%
148,533 Aspen Technology, Inc.* $ 4,105,452
106,500 Guidewire Software, Inc.* 3,165,180
205,900 Nuance Communications, Inc.* 4,595,688
180,400 QLIK Technologies, Inc.* 3,918,288
77,700 Solera Holdings, Inc.* 4,154,619
422,540 Tangoe, Inc.* 5,015,550
200,500 TIBCO Software, Inc.* 4,413,005
292,500 TiVo, Inc.* 3,603,600
30,233 Ultimate Software Group, Inc.* 2,854,298
--------------
$ 35,825,680
---------------------------------------------------------------------------------------
Systems Software -- 1.4%
29,300 CommVault Systems, Inc.* $ 2,042,503
179,340 Fortinet, Inc.* 3,778,694
50,000 Imperva, Inc.* 1,576,500
--------------
$ 7,397,697
--------------
Total Software & Services $ 79,805,344
---------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 1.5%
Communications Equipment -- 1.5%
250,300 Aruba Networks, Inc.* $ 5,193,725
143,500 Procera Networks, Inc.* 2,661,925
--------------
$ 7,855,650
--------------
Total Technology Hardware & Equipment $ 7,855,650
---------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 3.4%
Semiconductors -- 3.4%
487,000 Entropic Communications, Inc.* $ 2,576,230
210,000 Monolithic Power Systems, Inc. 4,678,800
185,300 Semtech Corp.* 5,364,435
243,900 Skyworks Solutions, Inc.* 4,951,170
--------------
$ 17,570,635
--------------
Total Semiconductors & Semiconductor Equipment $ 17,570,635
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
---------------------------------------------------------------------------------------
Principal
Amount ($) Value
---------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $442,266,381) $ 510,914,233
---------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 99.7%
(Cost $442,266,381) (a) $ 510,914,233
---------------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 0.3% $ 1,612,215
---------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $ 512,526,448
=======================================================================================
* Non-income producing security.
(A.D.R.) American Depositary Receipt.
REIT Real Estate Investment Trust.
(a) At December 31, 2012, the net unrealized gain on investments based on
cost for federal income tax purposes of $447,494,033 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 76,577,918
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (13,157,718)
--------------
Net unrealized gain $ 63,420,200
==============
Purchases and sales of securities (excluding temporary cash investments) for the
year ended December 31, 2012 aggregated $754,625,993 and $827,470,752,
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.) See Notes to Financial Statements -- Note 1A.
Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments) See Notes to
Financial Statements -- Note 1A.
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans as Level 2 and securities valued using fair value methods
(other than prices supplied by independent pricing services) are categorized
as Level 3. See Notes to Financial Statements -- Note 1A.
The following is a summary of the inputs used as of December 31, 2012, in
valuing the Fund's investments:
--------------------------------------------------------------------------------
Level 1 Level Level 3 Total
--------------------------------------------------------------------------------
Common Stocks $510,914,233 $-- $-- $510,914,233
--------------------------------------------------------------------------------
Total $510,914,233 $-- $-- $510,914,233
================================================================================
During the year ended December 31, 2012, there were no transfers between Levels
1, 2 and 3.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 23
Statement of Assets and Liabilities | 12/31/12
ASSETS:
Investment in securities (cost $442,266,381) $510,914,233
Receivables --
Investment securities sold 11,108,684
Fund shares sold 224,265
Dividends 54,683
Prepaid expenses 41,804
--------------------------------------------------------------------------------
Total assets $522,343,669
================================================================================
LIABILITIES:
Payables --
Investment securities purchased $ 8,361,323
Fund shares repurchased 1,126,247
Due to custodian 49,034
Due to affiliates 224,287
Accrued expenses 56,330
--------------------------------------------------------------------------------
Total liabilities $ 9,817,221
================================================================================
NET ASSETS:
Paid-in capital $538,185,336
Accumulated net realized loss on investments
and options contracts (94,306,746)
Net unrealized gain on investments 68,647,852
Net unrealized gain on other assets and liabilities
denominated in foreign currencies 6
--------------------------------------------------------------------------------
Total net assets $512,526,448
================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $419,159,021/14,791,791 shares) $ 28.34
Class B (based on $10,172,422/433,890 shares) $ 23.44
Class C (based on $38,786,084/1,618,962 shares) $ 23.96
Class R (based on $7,626,954/271,742 shares) $ 28.07
Class Y (based on $36,781,967/1,246,587 shares) $ 29.51
MAXIMUM OFFERING PRICE:
Class A (28.34 (divided by) 94.25%) $ 30.07
================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Statement of Operations
For the Year Ended 12/31/12
INVESTMENT INCOME:
Dividends (Net of foreign taxes withheld of $532) $ 2,799,714
Interest 19,508
Income from securities loaned, net 169
------------------------------------------------------------------------------------------------
Total investment income $ 2,819,391
================================================================================================
EXPENSES:
Management fees $ 3,615,988
Transfer agent fees and expenses
Class A 797,321
Class B 95,758
Class C 57,654
Class R 4,302
Class Y 2,429
Distribution fees
Class A 1,131,160
Class B 137,464
Class C 416,202
Class R 44,169
Shareholder communications expense 621,577
Administrative reimbursements 164,468
Custodian fees 31,184
Registration fees 83,593
Professional fees 74,786
Printing expense 14,269
Fees and expenses of nonaffiliated trustees 20,470
Miscellaneous 33,463
------------------------------------------------------------------------------------------------
Total expenses $ 7,346,257
------------------------------------------------------------------------------------------------
Net expenses $ 7,346,257
------------------------------------------------------------------------------------------------
Net investment loss $ (4,526,866)
------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
CLASS ACTIONS AND OPTIONS CONTRACTS:
Net realized gain (loss) on:
Investments $ 26,823,362
Class actions 256,359
Other assets and liabilities denominated in
foreign currencies (2,598)
Written options closed/expired 759,953 $ 27,837,076
------------------------------------------------------------------------------------------------
Change in net unrealized gain on:
Investments $ 12,831,641
Written options (42,050)
Other assets and liabilities denominated in foreign currencies 6 $ 12,789,597
------------------------------------------------------------------------------------------------
Net gain on investments and written options $ 40,626,673
------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 36,099,807
================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 25
Statements of Changes in Net Assets
-------------------------------------------------------------------------------------
Year Ended Year Ended
12/30/12 12/30/11
-------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment loss $ (4,526,866) $ (6,342,457)
Net realized gain on investments and written options 27,837,076 78,782,849
Change in net unrealized gain (loss) on investments 12,789,597 (86,311,577)
-------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $ 36,099,807 $ (13,871,185)
-------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale or exchange of shares $ 31,712,071 $ 52,812,803
Cost of shares repurchased (104,513,213) (133,580,761)
-------------------------------------------------------------------------------------
Net decrease in net assets resulting from
Fund share transactions $ (72,801,142) $ (80,767,958)
-------------------------------------------------------------------------------------
Net decrease in net assets (36,701,335) (94,639,143)
NET ASSETS:
Beginning of year 549,227,783 643,866,926
-------------------------------------------------------------------------------------
End of year $ 512,526,448 $ 549,227,783
=====================================================================================
The accompanying notes are an integral part of these financial statements.
26 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Statements of Changes in Net Assets
-------------------------------------------------------------------------------------
'12 Shares '12 Amount '11 Shares '11 Amount
-------------------------------------------------------------------------------------
Class A
Shares sold 708,741 $ 20,783,882 1,257,632 $ 35,074,021
Less shares repurchased (2,560,512) (73,259,010) (3,157,647) (87,102,644)
-------------------------------------------------------------------------------------
Net decrease (1,851,771) $ (52,475,128) (1,900,015) $ (52,028,623)
=====================================================================================
Class B
Shares exchanged 39,683 $ 960,965 74,049 $ 1,734,440
Less shares repurchased (364,133) (8,904,041) (543,924) (12,672,154)
-------------------------------------------------------------------------------------
Net decrease (324,450) $ (7,943,076) (469,875) $ (10,937,714)
=====================================================================================
Class C
Shares sold 205,091 $ 4,986,075 260,737 $ 6,040,826
Less shares repurchased (414,065) (10,424,788) (530,537) (12,590,565)
-------------------------------------------------------------------------------------
Net decrease (208,974) $ (5,438,714) (269,800) $ (6,549,739)
=====================================================================================
Class R
Shares sold 77,120 $ 2,190,658 211,063 $ 5,754,560
Less shares repurchased (147,185) (4,192,388) (261,747) (7,128,539)
-------------------------------------------------------------------------------------
Net decrease (70,065) $ (2,001,730) (50,684) $ (1,373,979)
=====================================================================================
Class Y
Shares sold 83,947 $ 2,790,491 148,487 $ 4,208,956
Less shares repurchased (262,055) (7,732,986) (484,567) (14,086,859)
-------------------------------------------------------------------------------------
Net decrease (178,108) $ (4,942,495) (336,080) $ (9,877,903)
=====================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 27
Financial Highlights
-----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
-----------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 26.59 $ 27.28 $ 22.81 $ 15.95 $ 25.24
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.23) $ (0.28) $ (0.22) $ (0.07) $ (0.07)
Net realized and unrealized gain (loss) on investments 1.98 (0.41) 4.69 6.93 (8.91)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.75 $ (0.69) $ 4.47 $ 6.86 $ (8.98)
-----------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- -- (0.31)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.75 $ (0.69) $ 4.47 $ 6.86 $ (9.29)
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 28.34 $ 26.59 $ 27.28 $ 22.81 $ 15.95
=============================================================================================================================
Total return* 6.58%(a) (2.53)% 19.60% 43.01% (35.39)%
Ratio of net expenses to average net assets+ 1.25% 1.26% 1.29% 1.35% 1.28%
Ratio of net investment loss to average net assets+ (0.74)% (0.95)% (0.86)% (0.53)% (0.29)%
Portfolio turnover rate 137% 112% 114% 140% 221%
Net assets, end of period (in thousands) $419,159 $442,574 $505,960 $463,880 $171,415
Ratios with no waiver of fees and assumption of expenses by the
Adviser and no reduction for fees paid indirectly:
Net expenses 1.25% 1.26% 1.29% 1.35% 1.28%
Net investment loss (0.74)% (0.95)% (0.86)% (0.53)% (0.29)%
Ratios with waiver of fees and assumption of expenses by
the Adviser and reduction for fees paid indirectly:
Net expenses 1.25% 1.26% 1.29% 1.35% 1.28%
Net investment loss (0.74)% (0.95)% (0.86)% (0.53)% (0.28)%
=============================================================================================================================
* 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.
(a) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
6.54%.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 22.31 $ 23.17 $ 19.60 $ 13.90 $ 22.42
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.70) $ (0.66) $ (0.55) $ (0.11) $ (0.39)
Net realized and unrealized gain (loss) on investments 1.83 (0.20) 4.12 5.81 (7.82)
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.13 $ (0.86) $ 3.57 $ 5.70 $ (8.21)
------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- -- (0.31)
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.13 $ (0.86) $ 3.57 $ 5.70 $ (8.52)
------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 23.44 $ 22.31 $ 23.17 $ 19.60 $ 13.90
========================================================================================================================
Total return* 5.07%(a) (3.71)% 18.21% 41.01% (36.41)%
Ratio of net expenses to average net assets+ 2.68% 2.49% 2.45% 2.58% 2.84%
Ratio of net investment loss to average net assets+ (2.21)% (2.19)% (2.03)% (1.54)% (1.86)%
Portfolio turnover rate 137% 112% 114% 140% 221%
Net assets, end of period (in thousands) $10,172 $16,919 $28,464 $40,989 $ 1,153
Ratios with no waiver of fees and assumption of expenses by the
Adviser and no reduction for fees paid indirectly:
Net expenses 2.68% 2.49% 2.45% 2.58% 2.84%
Net investment loss (2.21)% (2.19)% (2.03)% (1.54)% (1.86)%
Ratios with waiver of fees and assumption of expenses by the
Adviser and reduction for fees paid indirectly:
Net expenses 2.68% 2.49% 2.45% 2.58% 2.82%
Net investment loss (2.21)% (2.19)% (2.03)% (1.54)% (1.84)%
========================================================================================================================
* 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.
(a) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
5.00%.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 29
Financial Highlights (continued)
---------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
---------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 22.68 $ 23.47 $ 19.81 $ 14.02 $ 22.57
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.41) $ (0.46) $ (0.42) $ (0.09) $ (0.27)
Net realized and unrealized gain (loss) on investments 1.69 (0.33) 4.08 5.88 (7.97)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.28 $ (0.79) $ 3.66 $ 5.79 $ (8.24)
---------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- -- (0.31)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.28 $ (0.79) $ 3.66 $ 5.79 $ (8.55)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 23.96 $ 22.68 $ 23.47 $ 19.81 $ 14.02
=====================================================================================================================
Total return* 5.64%(a) (3.37)% 18.48% 41.30% (36.30)%
Ratio of net expenses to average net assets+ 2.11% 2.13% 2.26% 2.39% 2.65%
Ratio of net investment loss to average net assets+ (1.60)% (1.82)% (1.83)% (1.33)% (1.64)%
Portfolio turnover rate 137% 112% 114% 140% 221%
Net assets, end of period (in thousands) $38,786 $41,448 $49,239 $49,845 $ 696
Ratios with no waiver of fees and assumption of expenses
by the Adviser and no reduction for fees paid indirectly:
Net expenses 2.11% 2.13% 2.26% 2.39% 2.65%
Net investment loss (1.60)% (1.82)% (1.83)% (1.33)% (1.64)%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 2.11% 2.13% 2.26% 2.39% 2.64%
Net investment loss (1.60)% (1.82)% (1.83)% (1.33)% (1.63)%
=====================================================================================================================
* 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.
(a) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
5.60%.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
----------------------------------------------------------------------------------------------------------
Year Year Year 8/3/09
Ended Ended Ended to
12/31/12 12/31/11 12/31/10 12/31/09 (a)
----------------------------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 26.43 $ 27.20 $ 22.80 $ 20.45
----------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment loss $ (0.36) $ (0.37) $ (0.29) $ (0.04)
Net realized and unrealized gain (loss) on investments 2.00 (0.40) 4.69 2.39
----------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.64 $ (0.77) $ 4.40 $ 2.35
----------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.64 $ (0.77) $ 4.40 $ 2.35
----------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 28.07 $ 26.43 $ 27.20 $ 22.80
==========================================================================================================
Total return* 6.21%(c) (2.83)% 19.30% 11.49%(b)
Ratio of net expenses to average net assets+ 1.60% 1.57% 1.55% 1.58%**
Ratio of net investment loss to average net assets+ (1.10)% (1.25)% (1.12)% (0.49)%**
Portfolio turnover rate 137% 112% 114% 140%**
Net assets, end of period (in thousands) $ 7,627 $ 9,033 $10,677 $10,515
Ratios with reduction for fees paid indirectly:
Net expenses 1.60% 1.57% 1.55% 1.58%**
Net investment loss (1.10)% (1.25)% (1.12)% (0.49)%**
==========================================================================================================
(a) Class R shares were first publicly offered on August 3, 2009.
(b) Not annualized.
(c) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
6.16%.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at each end of each period.
** Annualized.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 31
Financial Highlights (continued)
---------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
---------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 27.55 $ 28.13 $ 23.39 $ 16.26 $ 25.59
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment income (loss) $ (0.08) $ (0.14) $ (0.11) $ 0.01(a) $ 0.05
Net realized and unrealized gain (loss) on investments 2.04 (0.44) 4.85 7.13 (9.07)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.96 $ (0.58) $ 4.74 $ 7.13 $ (9.02)
---------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- -- (0.31)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.96 $ (0.58) $ 4.74 $ 7.13 $ (9.33)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 29.51 $ 27.55 $ 28.13 $ 23.39 $ 16.26
=====================================================================================================================
Total return* 7.12%(b) (2.06)% 20.26% 43.85% (35.06)%
Ratio of net expenses to average net assets+ 0.76% 0.75% 0.76% 0.77% 0.79%
Ratio of net investment income (loss) to average net assets+ (0.25)% (0.44)% (0.34)% (0.04)% 0.23%
Portfolio turnover rate 137% 112% 114% 140% 221%
Net assets, end of period (in thousands) $36,782 $39,253 $49,527 $82,061 $42,259
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 0.76% 0.75% 0.76% 0.77% 0.79%
Net investment income (loss) (0.25)% (0.44)% (0.34)% 0.04% 0.23%
=====================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period.
+ Ratios with no reduction for fees paid indirectly.
(a) The amount shown for share outstanding does not correspond with the net
investment loss on the Statement of Operations for the period due to the
timing of sales and repurchases of shares.
(b) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
7.07%.
The accompanying notes are an integral part of these financial statements.
32 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Notes to Financial Statements | 12/31/12
1. Organization and Significant Accounting Policies
Pioneer Growth Opportunities Fund (the Fund) is one of two series comprising
Pioneer Series Trust II, a Delaware statutory trust. The Fund is registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is growth of capital.
The Fund offers five classes of shares designated as Class A, Class B, Class C,
Class R, and Class Y shares. Class R shares were first publicly offered on
August 3, 2009. Class Y shares were first publicly offered on September 23,
2005. Effective as of the close of business on December 31, 2009, Class B shares
are no longer offered to new or existing shareholders, except that dividends
and/or capital gain distributions may continue to be reinvested in Class B
shares, and shareholders may exchange their Class B shares for Class B shares of
other Pioneer funds, as permitted by existing exchange privileges. Each class of
shares represents an interest in the same portfolio of investments of the Fund
and has identical rights (based on relative net asset values) to assets and
liquidation proceeds. Share classes can bear different rates of class-specific
fees and expenses such as transfer agent and distribution fees. Differences in
class-specific fees and expenses will result in differences in net investment
income and, therefore, the payment of different dividends from net investment
income earned by each class. The Amended and Restated Declaration of Trust of
the Fund gives the Board the flexibility to specify either per share voting or
dollar-weighted voting when submitting matters for shareholder approval. Under
per share voting, each share of a class of the Fund is entitled to one vote.
Under dollar-weighted voting, a shareholder's voting power is determined not by
the number of shares owned, but by the dollar value of the shares on the record
date. Each share class has exclusive voting rights with respect to matters
affecting only that class, including with respect to the distribution plan for
that class. There is no distribution plan for Class Y shares. Class B shares
convert to Class A shares approximately eight years after the date of purchase.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the Fund
to, among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
income, expenses, and gain or loss on investments during the reporting period.
Actual results could differ from those estimates.
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:
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 33
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 by or at the
direction or with the approval of the Valuation Committee using fair value
methods pursuant to procedures adopted by the Board of Trustees. The
Valuation Committee is comprised of certain members of 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 significantly from exchange prices and such differences could be
material. Pioneer Investment Management, Inc. (PIM) is responsible for
monitoring developments that may impact fair valued securities and for
discussing and assessing fair values on an ongoing basis, and at least
quarterly, with the Valuation Committee.
At December 31, 2012, there were no securities that were valued using fair
value methods (other than prices supplied by independent pricing services).
Inputs used when applying fair value methods to value a security may include
credit ratings, the financial condition of the company, current market
conditions and comparable securities.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have passed
are recorded as soon as the Fund becomes aware of the ex-dividend data in
the exercise of reasonable diligence. Interest income, including interest on
income bearing cash accounts, is recorded on the accrual basis. Dividend and
interest income are reported net of unrecoverable foreign taxes withheld at
the applicable country rates.
34 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually received.
Further, the effects of changes in foreign currency exchange rates on
investments are not segregated in the statement of operations from the
effects of changes in market price of those securities but are included with
the net realized and unrealized gain or loss on investments.
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no provision for federal taxes is required. As of
December 31, 2012, the Fund did not have any interest and penalties related
to uncertain tax positions, which, if applicable, would be recorded as an
income tax expense on the Statement of Operations. Tax years for the prior
three fiscal years remain subject to examination by federal and state tax
authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences. At
December 31, 2012, the Fund reclassified $4,529,464 to decrease paid-in
capital, $4,526,866 to decrease net investment loss, and $2,598 to decrease
accumulated net realized loss on investments to reflect permanent book/tax
differences. These adjustments have no impact on net assets or the results
of operations.
At December 31, 2012, the Fund had a net capital loss carryforward of
$89,079,094, of which, the following amounts will expire between 2016 and
2017 if not utilized: $61,681,654 in 2016 and $27,397,440 in 2017.
There were no distributions paid during the years ended December 31, 2012
and December 31, 2011.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 35
The following shows the components of accumulated losses on a federal income
tax basis at December 31, 2012:
----------------------------------------------------------------------------
2012
----------------------------------------------------------------------------
Accumulated losses:
Capital loss carryforward $(89,079,094)
Unrealized appreciation 63,420,206
----------------------------------------------------------------------------
Total $(25,658,888)
============================================================================
The difference between book basis and tax basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit),
earned $16,950 in underwriting commissions on the sale of Class A shares
during the year ended December 31, 2012.
E. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day. During the year ended December 31, 2012. The Fund recognized
gains of $256,359 in settlement of class action lawsuits from several
different companies, as reflected on the Statement of Operations.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B, Class C and Class R shares of the Fund,
respectively (see Note 4). Class Y shares do not pay distribution fees. All
expenses and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services are allocated among the
classes of shares based on the number of accounts in each class and the
ratable allocation of related out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class B, Class C, Class R and Class
Y shares can reflect different transfer agent and distribution expense
rates.
36 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
F. Risks
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Fund more
susceptible to any economic, political, or regulatory developments or other
risks affecting those industries and sectors. The Fund's prospectus contains
unaudited information regarding the Fund's principal risks. Please refer to
that document when considering the Fund's principal risks.
G. Securities Lending
The Fund may lend securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a securities loan
transaction, the Fund typically receives cash collateral from the borrower
equal to at least the value of the securities loaned, which is invested in
temporary investments. Credit Suisse AG, New York Branch, as the Fund's
securities lending agent, manages the Fund's securities lending collateral.
The income earned on the investment of collateral is shared with the
borrower and the lending agent in payment of any rebate due to the borrower
with respect to the securities loan, and in compensation for the lending
agent's services to the Fund. The Fund also continues to receive payments in
lieu of dividends or interest on the securities loaned. Gain or loss on the
value of the loaned securities that may occur during the term of the loan
will be for the account of the Fund. The amount of the collateral is
required to be adjusted daily to reflect any price fluctuation in the value
of the loaned securities. If the required market value of the collateral is
less than the value of the loaned securities, the borrower is required to
deliver additional collateral for the account of the Fund prior to the close
of business on that day. The Fund has the right, under the lending
agreement, to terminate the loan and recover the securities from the
borrower with prior notice. The Fund is required to return the cash
collateral to the borrower and could suffer a loss if the value of the
collateral, as invested, has declined. As of May 8, 2012 the Fund has ended
its involvement with the securities lending program.
H. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value of
the underlying securities (collateral), including accrued interest, is
required to be equal to or in excess of the repurchase price. The collateral
for all repurchase agreements is held in safekeeping in the customer-only
account of the Fund's custodian or a subcustodian of the Fund. PIM is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 37
I. Option Writing
The Fund may buy and sell put and call options, or write put and covered
call options on portfolio securities in order to produce incremental earning
or protect against changes in the value of portfolio securities. The Fund
generally purchases put options or writes covered call options to hedge
against adverse movements in the value of portfolio holdings. When an option
is written, the Fund receives a premium and becomes obligated to sell or
purchase the underlying security at a fixed price, upon the exercise of the
option. When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently adjusted
to the current value of the option written. Premiums received from writing
options that expire unexercised are treated by the Fund on the expiration
date as realized gains from investments. The difference between the premium
and the amount paid on effecting a closing purchase transaction, including
brokerage commissions, is also treated as a realized gain, or, if the
premium is less than the amount paid for the closing purchase transaction,
as a realized loss. If a call option is exercised, the premium is added to
the proceeds from the sale of the underlying security in determining whether
the Fund has realized a gain or loss. The Fund as writer of an option bears
the market risk of an unfavorable change in the price of the security
underlying the written option.
Transactions in written call options for the year ended December 31, 2012
are summarized as follows:
----------------------------------------------------------------------------
Number of Premiums
Contracts Received
----------------------------------------------------------------------------
Options outstanding at beginning of year 829 $ 131,222
Options opened 7,347 957,791
Options exercised (2,695) (535,964)
Options closed (416) (57,562)
Options expired (5,065) (495,487)
----------------------------------------------------------------------------
Options outstanding at end of year -- $ --
============================================================================
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. Management fees are calculated daily at the annual rate of 0.65% of
the Fund's average daily net assets.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements.
38 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $48,336 in management fees, administrative costs and certain
other reimbursements payable to PIM at December 31, 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 December 31, 2012 such out-of-pocket expenses by class of
shares were as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $447,336
Class B 34,957
Class C 101,038
Class R 28,719
Class Y 9,527
--------------------------------------------------------------------------------
Total $621,577
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $159,016 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at December 31, 2012.
4. Distribution and Service Plans
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B, Class C and
Class R shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average
daily net assets attributable to Class A shares as compensation for personal
services and/or account maintenance services or distribution services with
regard to Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of
the average daily net assets attributable to Class B and Class C shares. The fee
for Class B and Class C shares consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 39
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 $16,935 in distribution fees payable to PFD at December 31,
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 and Class Y
shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of
1.00% may be imposed on redemptions of certain net asset value purchases of
Class A shares within 12 months of purchase. Class B shares that are redeemed
within five years of purchase are subject to a CDSC at declining rates beginning
at 4.00%, based on the lower of cost or market value of shares being redeemed.
Redemptions of Class C shares within one year of purchase are subject to a CDSC
of 1.00%, based on the lower of cost or market value of shares being redeemed.
Shares purchased as part of an exchange remain subject to any CDSC that applied
to the original purchase of those shares. There is no CDSC for Class R or Class
Y shares. Proceeds from the CDSCs are paid to PFD. For the year ended December
31, 2012, CDSCs in the amount of $11,025 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses, due to interest earned
on cash held by PIMSS. For the year ended December 31, 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
40 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
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 December 31, 2012, the Fund had no
borrowings under a credit facility.
7. Additional Disclosures about Derivative Instruments and Hedging Activities
The effect of derivative instruments on the Statement of Operations for the year
ended December 31, 2012 was as follows:
---------------------------------------------------------------------------------------------------
Derivatives Not Change in
Accounted for as Realized Unrealized
Hedging Instruments Gain on Gain or (Loss)
Under Accounting Location of Gain or (Loss) Derivatives on Derivatives
Standards Codification on Derivatives Recognized Recognized Recognized
(ASC) 815 in Income in Income in Income
---------------------------------------------------------------------------------------------------
Equity Contracts -- Options Net realized gain on written options
closed/expired $759,953
Equity Contracts -- Options Change in net unrealized gain on
written options $(42,050)
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 41
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust II and Shareowners of Pioneer
Growth Opportunities Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Growth Opportunities Fund (one of the
series comprising Pioneer Series Trust II (the "Trust")) as of December 31,
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 Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Trust's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Trust's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of December 31, 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 Growth Opportunities Fund of Pioneer Series Trust II at December 31,
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 financial
highlights for each of the periods indicated therein, in conformity with U.S.
generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 25, 2013
42 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Additional Information (unaudited)
Subsequent Event
The Board of Trustees of Pioneer Growth Opportunities Fund has approved
certain changes to the Fund's investment objective, strategies and portfolio
management. The changes are effective as of May 1, 2013. The Portfolio will be
renamed Pioneer Select Mid Cap Growth Fund.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 43
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Growth Opportunities Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether to
renew the investment advisory agreement for the Fund.
The contract review process began in March 2012 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the process.
In July 2012, the Trustees approved the format of the contract review materials
and submitted their formal request to PIM to furnish information necessary to
evaluate the terms of the investment advisory agreement. The contract review
materials were provided to the Trustees in July 2012 and September 2012. After
reviewing and discussing the materials, the Trustees submitted a request for
additional information to PIM, and materials were provided in response to this
request. Meetings of the Independent Trustees of the Fund were held in July,
September, October, and November, 2012 to review and discuss the contract review
materials. In addition, the Trustees took into account the information related
to the Fund provided to the Trustees at each regularly scheduled meeting.
At a meeting held on November 13, 2012, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Fund, its research process and its process for trade execution. The Trustees
considered the resources of PIM and the personnel of PIM who provide investment
management services to the Fund. The Trustees considered the non-investment
resources and personnel of PIM involved in PIM's services to the Fund, including
PIM's compliance and legal resources and personnel.
44 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
The Trustees also considered the substantial attention and high priority given
by PIM's senior management to the Pioneer fund complex. In addition, the
Trustees considered PIM's plans to increase resources in its investment
management function and other enhancements to PIM's advisory capabilities.
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including Fund
officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Fund were
satisfactory and consistent with the terms of the investment advisory agreement.
Performance of the Fund
The Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
performance of its peer group of funds as classified by Morningstar, Inc.
(Morningstar), an independent provider of investment company data, and with the
performance of the Fund's benchmark index. The Trustees considered that the
Fund's annualized total return was in the third quintile of its Morningstar
category for the one and five year periods ended June 30, 2012, and in the fifth
quintile of its Morningstar category for the three year period ended June 30,
2012. (In all quintile rankings referred to throughout this disclosure, first
quintile is most favorable to the Fund's shareowners. Thus, highest relative
performance would be first quintile and lowest relative expenses would also be
first quintile.) The Trustees considered reasons for the underperformance of the
Fund relative to its peer group and the steps recently taken by PIM in an effort
to improve the performance of the Fund. The Trustees agreed that they would
continue to closely monitor the Fund's performance.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund in
comparison to the management fees and expense ratios of its peer group of funds
as classified by Morningstar and also to the expense ratios of a peer group of
funds selected on the basis of criteria determined by the Independent Trustees
for this purpose using data provided by Strategic Insight Mutual Trust Research
and Consulting, LLC (Strategic Insight), an independent third party.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 45
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2012 was in the first quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period. The
Trustees noted that there were no breakpoints in the Fund's management fee
schedule and considered information that showed that the current fee for the
Fund would remain competitive at higher asset levels. The Trustees also
considered that the Fund's expense ratio for the twelve months ended June 30,
2012 was in the first quintile relative to its Strategic Insight peer group for
the comparable period.
The Trustees reviewed gross and net management fees charged by PIM to its
institutional and other clients, including publicly offered European funds, U.S.
registered investment companies (in a sub-advisory capacity), and unaffiliated
foreign and domestic separate accounts. The Trustees also considered PIM's costs
in providing services to the Fund and to its other clients and considered the
differences in management fees and profit margins for PIM's Fund and non-Fund
services. In evaluating the fees associated with PIM's client accounts, the
Trustees took into account the respective demands, resources and complexity
associated with the Fund and client accounts. The Trustees noted that in some
instances the fee rates for those clients were lower than the management fee for
the Fund and considered that, under the investment advisory agreement with the
Fund, PIM performs additional services for the Fund that it does not provide to
those other clients or services that are broader in scope, including oversight
of the Fund's other service providers and activities related to compliance and
the extensive regulatory and tax regimes to which the Fund is subject. The
Trustees also considered the different entrepreneurial risks associated with
PIM's management of the Fund and the other client accounts. The Trustees
concluded that the management fee payable by the Fund to PIM was reasonable in
relation to the nature and quality of the services provided by PIM.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Fund in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors,
46 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
including its organizational structure and method for allocating expenses. The
Trustees concluded that PIM's profitability with respect to the management of
the Fund was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
recognize that economies of scale are difficult to identify and quantify, rarely
identifiable on a Fund-by-Fund basis, and that, among other factors that may be
relevant, are the following: fee levels, expense subsidization, investment by
PIM in research and analytical capabilities and PIM's commitment and resource
allocation to the Funds. The Trustees noted that profitability also may be an
indicator of the availability of any economies of scale, although profitability
may vary for other reasons particularly, for example during the recent difficult
periods for financial markets, as the level of services was maintained
notwithstanding a significant decline in PIM's fee revenues from the Funds.
Accordingly, the Trustees concluded that economies of scale, if any, were being
appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Fund. The Trustees considered the character and amount of fees paid by the Fund,
other than under the investment advisory agreement, for services provided by PIM
and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. The Trustees
also considered the benefits to the Fund and to PIM and its affiliates from the
use of "soft" commission dollars generated by the Fund to pay for research and
brokerage services. The Trustees considered the intangible benefits to PIM by
virtue of its relationship with the Fund and the other Pioneer funds. The
Trustees concluded that the receipt of these benefits was reasonable in the
context of the overall relationship between PIM and the Fund.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 47
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
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.
48 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
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 (62) Trustee since 2006. Chairman and Chief Executive Officer, Director, Broadridge
Chairman of the Board and Serves until a successor Quadriserv, Inc. (technology products Financial Solutions, Inc.
Trustee trustee is elected or for securities lending industry) (2008 - (investor communications and
earlier retirement or present); private investor (2004 - securities processing
removal. 2008); and Senior Executive Vice provider for financial
President, The Bank of New York services industry) (2009 -
(financial and securities services) present); Director,
(1986 - 2004) Quadriserv, Inc. (2005 -
present); and Commissioner,
New Jersey State Civil
Service Commission (2011 -
present)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (69) Trustee since 2005. Managing Partner, Federal City Capital Director of Enterprise
Trustee Serves until a successor Advisors (corporate advisory services Community Investment, Inc.
trustee is elected or company) (1997 - 2004 and 2008 - (privately-held affordable
earlier retirement or present); Interim Chief Executive housing finance company)
removal. Officer, Oxford Analytica, Inc. (1985 - 2010); Director of
(privately held research and consulting Oxford Analytica, Inc. (2008
company) (2010); Executive Vice - present); Director of The
President and Chief Financial Officer, Swiss Helvetia Fund, Inc.
I-trax, Inc. (publicly traded health (closed-end fund) (2010 -
care services company) (2004 - 2007); present); and Director of
and Executive Vice President and Chief New York Mortgage Trust
Financial Officer, Pedestal Inc. (publicly traded mortgage
(internet-based mortgage trading REIT) (2004 - 2009, 2012 -
company) (2000 - 2002) present)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (68) Trustee since 2008. William Joseph Maier Professor of Trustee, Mellon
Trustee Serves until a successor Political Economy, Harvard University Institutional Funds
trustee is elected or (1972 - present) Investment Trust and Mellon
earlier retirement or Institutional Funds Master
removal. Portfolio (oversaw 17
portfolios in fund complex)
(1989-2008)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 49
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
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (65) Trustee since 2004. Founding Director, Vice President and None
Trustee Serves until a successor Corporate Secretary, The Winthrop Group,
trustee is elected or Inc. (consulting firm) (1982-present);
earlier retirement or Desautels Faculty of Management, McGill
removal. 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. President and Chief Executive Officer, Director of New America High
Trustee Serves until a successor Newbury, Piret & Company, Inc. Income Fund, Inc.
trustee is elected or (investment banking firm) (1981 - (closed-end investment
earlier retirement or present) company) (2004 - present);
removal. and member, Board of
Governors, Investment
Company Institute (2000 -
2006)
------------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (84) Trustee since 2008. Senior Counsel, Sullivan & Cromwell LLP Director, The Swiss Helvetia
Trustee Serves until a successor (law firm) (1998 - present); and Fund, Inc. (closed-end
trustee is elected or Partner, Sullivan & Cromwell LLP (prior investment company); and
earlier retirement or to 1998) Director, Invesco, Ltd.
removal. (formerly AMVESCAP, PLC)
(investment manager)
(1997-2005)
------------------------------------------------------------------------------------------------------------------------------------
50 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
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 of None
Trustee, President and Serves until a successor Pioneer Investment Management USA Inc.
Chief Executive Officer of trustee is elected or ("PIM-USA"); Chairman and a director of
the Fund earlier retirement or Pioneer; Chairman and Director of
removal. 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
Nano-C, Inc. (since 2003); Director of
Cole Management Inc. (2004 - 2011);
Director of Fiduciary Counseling, Inc.
(until December 2011); President of all
of the Pioneer Funds; and Retired
Partner, Wilmer Cutler Pickering Hale
and Dorr LLP
------------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (54)* Trustee since 2007. Director, CEO and President of PIM-USA None
Trustee and Executive Vice Serves until a successor (since February 2007); Director and
President trustee is elected or President of Pioneer and Pioneer
earlier retirement or Institutional Asset Management, Inc.
removal. (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); 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 Growth Opportunities Fund | Annual Report | 12/31/12 51
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 (48) Since 2004. Serves at the Vice President and Associate General None
Secretary discretion of the Board. Counsel of Pioneer since January 2008
and Secretary of all of the Pioneer
Funds since June 2010; Assistant
Secretary of all of the Pioneer Funds
from September 2003 to May 2010; and
Vice President and Senior Counsel of
Pioneer from July 2002 to December 2007
------------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (51) Since 2010. Serves at the Fund Governance Director of Pioneer None
Assistant Secretary discretion of the Board. since December 2006 and Assistant
Secretary of all the Pioneer Funds since
June 2010; Manager - Fund Governance of
Pioneer from December 2003 to November
2006; and Senior Paralegal of Pioneer
from January 2000 to November 2003
------------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (50) Since 2010. Serves at the Counsel of Pioneer since June 2007 and None
Assistant Secretary discretion of the Board. Assistant Secretary of all the Pioneer
Funds since June 2010; and Vice
President and Counsel at State Street
Bank from October 2004 to June 2007
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (53) Since 2008. Serves at the Vice President - Fund Treasury of None
Treasurer and Chief discretion of the Board. Pioneer; Treasurer of all of the Pioneer
Financial and Accounting Funds since March 2008; Deputy Treasurer
Officer of the Fund 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 the Assistant Vice President - Fund Treasury None
Assistant Treasurer discretion of the Board. of Pioneer; and Assistant Treasurer of
all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (54) Since 2004. Serves at the Fund Accounting Manager - Fund Treasury None
Assistant Treasurer discretion of the Board. of Pioneer; and Assistant Treasurer of
all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
52 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (33) Since 2009. Serves at the Fund Administration Manager - Fund None
Assistant Treasurer discretion of the Board. Treasury of Pioneer since November 2008;
Assistant Treasurer of all of the
Pioneer Funds since January 2009; and
Client Service Manager - Institutional
Investor Services at State Street Bank
from March 2003 to March 2007
------------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (60) Since 2010. Serves at the Chief Compliance Officer of Pioneer and None
Chief Compliance Officer discretion of the Board. of all the Pioneer Funds since March
2010; Director of Adviser and Portfolio
Compliance at Pioneer since October
2005; and Senior Compliance Officer for
Columbia Management Advisers, Inc. from
October 2003 to October 2005
------------------------------------------------------------------------------------------------------------------------------------
Kelley O'Donnell (41) Since 2006. Serves at the Director--Transfer Agency Compliance of None
Anti-Money Laundering discretion of the Board. Pioneer and Anti-Money Laundering
Officer Officer of all the Pioneer Funds since
2006
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 53
This page for your notes.
54 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 55
This page for your notes.
56 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 57
This page for your notes.
58 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 59
This page for your notes.
60 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
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) 2013 Pioneer Investments 18639-07-0213
Pioneer AMT-Free
Municipal Fund
--------------------------------------------------------------------------------
Annual Report | December 31, 2012
--------------------------------------------------------------------------------
Ticker Symbols:
Class A PBMFX
Class B PBMUX
Class C MNBCX
Class Y PBYMX
[LOGO] PIONEER
Investment(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 14
Schedule of Investments 16
Financial Statements 31
Notes to Financial Statements 39
Report of Independent Registered Public Accounting Firm 46
Approval of Investment Advisory Agreement 47
Trustees, Officers and Service Providers 51
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 1
President's Letter
Dear Shareowner,
Pioneer has been cautiously optimistic about the U.S. economy from the start of
the year, and the data continues to be encouraging. Employment continues to
rise, albeit slowly, and we believe it should continue to do so in 2013, barring
a negative shock to the system. The housing and auto sectors continue to
recover, benefiting from record-low interest rates. Banks' willingness to lend
to consumers and businesses also continues to rise, broad measures of inflation
remain subdued, and, if the weather improves in 2013, that should help to bring
food prices back down. While corporate profit growth has slowed, many U.S.
companies still have strong balance sheets and continue to display the ability
to both pay and increase dividends*.
While the so-called "fiscal cliff" scheduled to take effect at year-end
dominated the media in December--and while no deal was struck before markets
closed for the year--investors who owned financial assets like equities and
high-yield corporate bonds generally enjoyed good returns in 2012. The Standard
& Poor's 500 Index returned 16% in 2012, and the Bank of America Merrill Lynch
High Yield Master II Index returned 15.6%. Meanwhile, the higher-quality
Barclays Capital Aggregate Bond Index gained 4.2% for the year, the safer-still
Barclays Capital Intermediate Treasuries Index returned 3.9%, and 3-month
Treasury bills, generally regarded as essentially "risk free" by the markets,
returned just 0.1% in 2012.
Despite generally improving economic conditions and positive market returns in
2012, investors still face daunting challenges in the year ahead, although we
remain optimistic that the underlying economic trends are moving in the right
direction. The year-end "fiscal cliff" deal did not eliminate the risk of
further tax increases or spending cuts, nor did it eliminate the risk that the
U.S. could face further downgrades to its credit rating from one or more of the
major ratings agencies.The Federal Reserve Board continues to provide
extraordinary support to the U.S. economy and the bond market, but will not do
so indefinitely. Europe has made progress towards dampening its sovereign-debt
crisis, but has not resolved the problem as yet; the region also was mired in a
recession as 2012 drew to a close. In Asia, Japan continues to struggle with low
economic growth,
* Dividends are not guaranteed.
2 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
deflation, high levels of debt, and an aging population. In the emerging
markets, China and other developing economies, while generally in better shape
than most "developed" markets, also face a range of ongoing challenges.
While most of the risks outlined above are widely recognized and may already be
"priced in" to the market, we believe investors should continue to expect market
volatility tied to these factors.
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. And while diversification alone does not assure a
profit or protect against loss in a declining market, we believe there are still
opportunities for prudent investors to earn attractive returns. 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, keeping in mind that there is no single best strategy that
works for every investor.
In 2013, Pioneer proudly celebrates its 85th anniversary. Since 1928, our
investment teams have sought out attractive opportunities in global equity and
bond markets, using in-depth research to identify undervalued individual
securities, and using thoughtful risk management to construct portfolios which
balance potential risks and reward in an ever-changing world.
We encourage 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 AMT-Free Municipal Fund | Annual Report | 12/31/12 3
Portfolio Management Discussion | 12/31/12
In the following interview, portfolio manager David Eurkus reviews the market
environment for municipal investments and the performance of AMT-Free Municipal
Fund during the 12 months ended December 31, 2012. Mr. Eurkus, senior vice
president and portfolio manager at Pioneer, is the lead portfolio manager of the
Fund, which he co-manages with Timothy Pynchon, vice president and portfolio
manager at Pioneer.
Q How would you characterize the investment environment for municipal bonds
during the 12 months ended December 31, 2012?
A Throughout 2012, the environment was conducive to continued declines in
taxable and tax-exempt interest rates. The U.S. economy continued to grow,
though at a moderate pace, and we saw no significant inflationary pressures
on the domestic front. The U.S. Federal Reserve (the Fed) continued to
state that short-term interest rates would remain near zero, though by
year-end the Fed had begun linking any future adjustments in short-term
rates with unemployment and inflation levels.
In the face of the (now-averted) January 2013 "fiscal cliff" threat in
Washington (where automatic tax hikes and dramatic spending cuts were
scheduled to kick in without Congressional action), investors throughout
the year foresaw no major changes in the fixed-income environment and
continued to purchase tax-exempt bonds in high volume, due to the bonds'
attractive tax-equivalent yields when compared with short-and longer-term
taxable alternatives. An increase in municipal bond supply coming to the
market during the period was easily absorbed by healthy investor demand.
During the 12-month period, municipal bonds' price performance was strong,
as bouts of economic turmoil within the euro zone meant that more
fixed-income investors were looking to invest in credits here in the United
States, including municipal bonds. Additionally, we continued to see an
improvement in the fiscal conditions of many states and municipalities, as
municipal leaders were, in many cases, able to trim their government's
budgets as needed, and to exert sound fiscal management. As a result,
revenue streams for many states and cities improved during the period.
4 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Q How did the Fund perform in that environment during the 12 months ended
December 31, 2012?
A Pioneer AMT-Free Municipal Fund's Class A shares returned 12.87% at net
asset value during the 12 months ended December 31, 2012, while the Fund's
benchmark, the Barclays Capital Municipal Bond Index (the Barclays Index),
returned 6.78%. During the same period, the average return of the 252
mutual funds in Lipper's General Municipal Debt Funds Category was 8.84%.
Q How would you describe your overall investment strategy in managing the
Fund during the 12 months ended December 31, 2012?
A Our principal portfolio strategy is to purchase and hold discounted long-
term municipal bonds, as we believe those investments offer the highest
yields in the tax-exempt marketplace. We believe that, over the long term,
our broadly diversified* investment strategy can enable the Fund to
outperform the Barclays Index and its Lipper peers. When investing the
Fund's assets during the period, we continued to place a strong emphasis on
investments in sectors that are considered vital to communities throughout
the U.S., including the health care/hospitals, power and energy, public and
private education, and transportation sectors.
During the 12-month period, we maintained our emphasis on overall portfolio
quality. As of year-end, 8.4% of the investments in the Fund's portfolio
were rated AAA or the equivalent, and another 45.5% of the portfolio's
holdings were rated A or AA. In addition, the Fund is broadly diversified
across a wide range of municipal bond sectors.
Q What were the main factors in the Fund's outperformance of the Barclays
Index during the 12 months ended December 31, 2012, and what investments,
if any, detracted from performance?
A The largest contributions to the Fund's performance during the 12-month
period came from the portfolio's long-duration positioning on the municipal
yield curve as well as overweights to the four "key" municipal sectors we
mentioned earlier. (Duration is a measure of a portfolio's price
sensitivity to changes in interest rates.) In addition, the Fund's
overweights to A-rated and Baa-rated bonds also aided relative performance.
Among individual holdings, the Fund's position in Anaheim (California)
Public Financing revenue bonds detracted just slightly from returns during
the 12-month period.
* Diversification does not assure a profit or protect against loss in a
declining market.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 5
As we were comfortable with the bond positions already built into the
portfolio over the previous two years - and with the Fund's long-duration
stance - we did not make any significant alterations to the portfolio's
structure during the 12-month period.
Q What is your outlook?
A Looking forward, our outlook for municipal bonds remains optimistic. With
the tax-rate component of the "fiscal cliff " negotiations behind us, and
higher tax rates now a reality, the tax-free and tax-equivalent income
generated by municipal bonds should become especially attractive. Despite a
narrowing of municipal bond spreads over Treasuries, the fundamentals of
municipal bonds as an asset class--such as a favorable supply/demand
dynamic and a low default rate--have remained solid. (Credit spreads are
commonly defined as the differences in yield between Treasury securities
and other fixed-income investments with similar maturities.) As noted
previously, finances at the state level have continued to improve, with 48
states projecting increased tax revenues in 2013.
Potential headwinds do linger, however, with issues such as the
debt-ceiling debate and budget sequestrations still needing to be resolved
in Washington. With that said, we believe that the subject of broader tax
reform, which could include proposed changes to municipals' tax exemption,
is less likely to resurface now that tax-rate changes have been implemented
as part of the "fiscal cliff" deal.
The Fund will continue to hold select long-term tax-exempt bonds that we
believe have the strongest opportunity to perform well. We will also
continue to review the Fund's holdings to seek to ensure their integrity
and quality as well as the timely payment of principal and interest on the
investments. The Fund remains broadly diversified, and the vast majority of
the portfolio's holdings are in bonds with dedicated revenue streams
("revenue bonds"), which we continue to monitor closely.
We believe that Pioneer AMT-Free Municipal Fund continues to be a suitable
vehicle for long-term investors seeking high income free from federal
taxes.
6 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Please refer to the Schedule of Investments on pages 16-30 for a full listing of
Fund securities.
When interest rates rise, the prices of fixed-income securities in the Fund will
generally fall. Conversely, when interest rates fall, the prices of fixed-income
securities in the Fund will generally rise.
Investments in the Fund are subject to possible loss due to the financial
failure of issuers of underlying securities and their inability to meet their
debt obligations.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making the Fund more susceptible to
any economic, political, or regulatory developments or other risks affecting
those industries and sectors.
A portion of income may be subject to local, state, federal and/or alternative
minimum tax. Capital gains, if any, are subject to capital gains tax.
These risks may increase share price volatility.
Past performance is not a guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These opinions should not
be relied upon for any other purposes.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 7
Portfolio Summary | 12/31/12
Portfolio Quality
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
AAA 8.4%
AA 23.7%
A 25.8%
BBB 28.3%
BB 2.5%
B 4.6%
Cash Equivalent 0.4%
Not Rated 6.3%
Bond ratings are ordered highest to lowest in portfolio. Based on Standard &
Poor's measures, AAA (highest possible rating) through BBB are considered
investment grade; BB or lower ratings are considered non-investment grade. Cash
equivalents and some bonds may not be rated.
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Insured 24.3%
Health 24.1%
Education 10.3%
Special Revenues 9.7%
Power 6.7%
Transportation 6.0%
General Obligation 4.9%
Pollution Control Revenue 4.4%
Various Revenues 3.2%
Escrowed 1.8%
Housing 1.7%
Water & Sewer 1.6%
Reserves 1.3%
10 Largest Holdings*
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)
1. Massachusetts Health & Educational Facilities Authority, 5.5%, 7/1/32 1.85%
-----------------------------------------------------------------------------------------
2. Public Authority for Colorado Energy, 6.5%, 11/15/38 1.83
-----------------------------------------------------------------------------------------
3. North Carolina Eastern Municipal Power Agency, 6.0%, 1/1/22 1.67
-----------------------------------------------------------------------------------------
4. Tampa-Hillsborough County Expressway Authority, 4.0%, 7/1/34 (Pre-Refunded) 1.61
-----------------------------------------------------------------------------------------
5. Golden State Tobacco Securitization Corp., 5.125%, 6/1/47 1.38
-----------------------------------------------------------------------------------------
6. Texas Private Activity Bond Surface Transportation Corp., 7.0%, 6/30/40 1.35
-----------------------------------------------------------------------------------------
7. Phoenix Civic Improvement Corp., 7/1/43 1.29
-----------------------------------------------------------------------------------------
8. California Statewide Communities Development Authority, 5.0%, 8/15/47 1.27
-----------------------------------------------------------------------------------------
9. FYI Properties, 5.5%, 6/1/39 1.20
-----------------------------------------------------------------------------------------
10. California Statewide Communities Development Authority, 5.25%, 11/15/48 1.20
-----------------------------------------------------------------------------------------
* This list excludes temporary cash investments and derivative instruments.
The portfolio is actively managed, and current holdings may be different.
The holdings listed should not be considered recommendations to buy or sell
any security listed.
8 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Prices and Distributions | 12/31/12
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 12/31/12 12/31/11
--------------------------------------------------------------------------------
A $14.56 $13.40
--------------------------------------------------------------------------------
B $14.46 $13.30
--------------------------------------------------------------------------------
C $14.44 $13.29
--------------------------------------------------------------------------------
Y $14.52 $13.37
--------------------------------------------------------------------------------
Distributions per Share: 7/1/12-12/31/12
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $0.5410 $ -- $ --
--------------------------------------------------------------------------------
B $0.4117 $ -- $ --
--------------------------------------------------------------------------------
C $0.4314 $ -- $ --
--------------------------------------------------------------------------------
Y $0.5776 $ -- $ --
--------------------------------------------------------------------------------
Index Definition
--------------------------------------------------------------------------------
The Barclays Capital Municipal Bond Index is a broad measure of the municipal
bond market. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. It is not possible to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts shown on pages 10-13.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 9
Performance Update | 12/31/12 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer AMT-Free Municipal Fund at public offering price,
compared to that of the Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------------------------
10 Years 5.42% 4.93%
5 Years 6.35 5.37
1 Year 12.87 7.80
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
0.87% 0.82%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer AMT-Free Barclays Capital
Municipal Fund Municipal Bond Index
12/31/2002 $ 9,550 $10,000
12/31/2003 $10,091 $10,531
12/31/2004 $10,641 $11,003
12/31/2005 $11,152 $11,390
12/31/2006 $11,733 $11,941
12/31/2007 $11,897 $12,343
12/31/2008 $10,130 $12,037
12/31/2009 $12,562 $13,592
12/31/2010 $12,832 $13,915
12/31/2011 $14,338 $15,404
12/31/2012 $16,183 $16,448
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 4.50% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Pioneer AMT-Free Municipal Fund acquired the assets and liabilities of
predecessor fund Safeco Municipal Bond Fund on December 10, 2004. The
performance shown for Class A shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class A shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance of the Fund's Class A shares would be lower than the
performance shown.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitation currently in
effect through May 1, 2014, for Class A shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
10 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Performance Update | 12/31/12 Class B Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer AMT-Free Municipal Fund, compared to that of the
Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 4.53% 4.53%
5 Years 5.41 5.41
1 Year 11.94 7.94
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.74% 1.72%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer AMT-Free Barclays Capital
Municipal Fund Municipal Bond Index
12/31/2002 $10,000 $10,000
12/31/2003 $10,494 $10,531
12/31/2004 $10,974 $11,003
12/31/2005 $11,414 $11,390
12/31/2006 $11,912 $11,941
12/31/2007 $11,966 $12,343
12/31/2008 $10,100 $12,037
12/31/2009 $12,419 $13,592
12/31/2010 $12,575 $13,915
12/31/2011 $13,912 $15,404
12/31/2012 $15,573 $16,448
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). The maximum CDSC is 4% and declines over five years. For more complete
information, please see the prospectus.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Pioneer AMT-Free Municipal Fund acquired the assets and liabilities of
predecessor fund Safeco Municipal Bond Fund on December 10, 2004. The
performance shown for Class B shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class B shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance of the Fund's Class B shares would be lower than the
performance shown.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitation currently in
effect through May 1, 2014, for Class B shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 11
Performance Update | 12/31/12 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer AMT-Free Municipal Fund, compared to that of the
Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
Life-of-Class
(10/1/2003) 4.56% 4.56%
5 Years 5.47 5.47
1 Year 12.03 12.03
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.61%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer AMT-Free Barclays Capital
Municipal Fund Municipal Bond Index
10/31/2003 $10,000 $10,000
12/31/2003 $10,210 $10,188
12/31/2004 $10,663 $10,644
12/31/2005 $11,065 $11,018
12/31/2006 $11,566 $11,552
12/31/2007 $11,643 $11,940
12/31/2008 $9,831 $11,645
12/31/2009 $12,086 $13,148
12/31/2010 $12,238 $13,461
12/31/2011 $13,564 $14,902
12/31/2012 $15,196 $15,912
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Pioneer AMT-Free Municipal Fund acquired the assets and liabilities of
predecessor fund Safeco Municipal Bond Fund on December 10, 2004. The
performance shown for Class C shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class C shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance of the Fund's Class C shares would be lower than the
performance shown.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
12 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Performance Update | 12/31/12 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Pioneer AMT-Free Municipal Fund, compared to that of the
Barclays Capital Municipal Bond Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 5.57% 5.57%
5 Years 6.60 6.60
1 Year 13.12 13.12
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
0.57% 0.55%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer AMT-Free Barclays Capital
Municipal Fund Municipal Bond Index
12/31/2002 $5,000,000 $5,000,000
12/31/2003 $5,282,862 $5,265,666
12/31/2004 $5,570,904 $5,501,578
12/31/2005 $5,838,392 $5,694,902
12/31/2006 $6,144,344 $5,970,704
12/31/2007 $6,247,112 $6,171,303
12/31/2008 $5,337,307 $6,018,606
12/31/2009 $6,629,956 $6,795,822
12/31/2010 $6,785,017 $6,957,510
12/31/2011 $7,602,469 $7,701,947
12/31/2012 $8,599,563 $8,224,124
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Pioneer AMT-Free Municipal Fund acquired the assets and liabilities of
predecessor Safeco Municipal Bond Fund on December 10, 2004. The performance
shown for Class Y shares of the Fund for periods prior to December 10, 2004, is
based on the net asset value performance of the predecessor fund's Class A
shares, which has not been restated to reflect differences in expenses,
including 12b-1 fees applicable to Class A shares. If all the expenses of the
Fund were reflected, the performance of the Fund's Class Y shares would be lower
than the performance shown.
Performance shown for the period between December 10, 2004, and the inception of
Class Y shares on November 10, 2006, reflects the NAV performance of Pioneer
AMT-Free Municipal Fund's Class A shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to Class A
shares. Since fees for Class A shares are generally higher than those of Class Y
shares, the performance of Class Y shares for the period between December 10,
2004, and the inception of Class Y shares on November 10, 2006, would have been
higher than that shown. Class Y shares are not subject to sales charges and are
available for limited groups of eligible investors, including institutional
investors. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitation currently in
effect through May 1, 2014, for Class Y shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 13
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
--------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses.You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value (divided by) $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer AMT-Free Municipal Fund
Based on actual returns from July 1, 2012, through December 31, 2012.
--------------------------------------------------------------------------------
Share Class A B C Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 7/1/12
--------------------------------------------------------------------------------
Ending Account $1,054.66 $1,049.50 $1,050.35 $1,055.42
Value (after expenses)
on 12/31/12
--------------------------------------------------------------------------------
Expenses Paid $ 4.24 $ 8.86 $ 8.14 $ 2.84
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.82%,
1.72%, 1.58% and 0.55% for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/366 (to reflect the one-half year period).
14 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
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 AMT-Free Municipal Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from July 1, 2012, through December 31, 2012.
--------------------------------------------------------------------------------
Share Class A B C Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 7/1/12
--------------------------------------------------------------------------------
Ending Account $1,021.01 $1,016.49 $1,017.19 $1,022.37
Value (after expenses)
on 12/31/12
--------------------------------------------------------------------------------
Expenses Paid $4.17 $8.72 $8.01 $2.80
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.82%,
1.72%, 1.58% and 0.55% for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/366 (to reflect the one-half year period).
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 15
Schedule of Investments | 12/31/12
-------------------------------------------------------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------------------------------------------------------
COMMON STOCK -- 0.1%
Commercial Services & Supplies -- 0.1%
Research & Consulting Services -- 0.1%
200 Center For Medical Science, Inc.* $ 640,000
-------------------------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCK
(Cost $640,000) $ 640,000
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS -- 97.9%
Alabama -- 0.2%
1,500,000 NR/NR Sylacauga Health Care Authority,
6.0%, 8/1/35 $ 1,519,905
-------------------------------------------------------------------------------------------------------------------------
Arizona -- 4.5%
1,000,000 AA-/Aa3 Arizona Board of Regents, 4.0%, 6/1/31 $ 1,041,480
5,145,000 AA-/NR Arizona Health Facilities Authority,
5.5%, 1/1/38 5,710,333
3,345,000 AA/Aa2 Maricopa County High School District
No. 210-Phoenix, 3.5%, 7/1/25 3,443,979
1,000,000 A/A1 Maricopa County Pollution Control
Corp., 5.0%, 6/1/35 1,111,700
4,000,000 AA/Aa3 Phoenix Civic Improvement Corp., 0.0%,
7/1/25 (b) 4,824,200
8,005,000 AA/Aa3 Phoenix Civic Improvement Corp., 0.0%,
7/1/26 (b) 9,699,498
10,000,000 AA/Aa3 Phoenix Civic Improvement Corp., 0.0%,
7/1/43 (b) 12,114,500
3,470,000 AA/Aa3 Pima County Industrial Development
Authority, 5.0%, 7/1/20 4,005,525
500,000 BBB-/NR Pima County Industrial Development
Authority, 6.1%, 6/1/45 518,740
949,000 NR/Baa3 Pima County Industrial Development
Authority, 6.75%, 7/1/31 953,128
--------------
$ 43,423,083
-------------------------------------------------------------------------------------------------------------------------
California -- 14.7%
10,000,000 A-/A3 Alameda Corridor Transportation
Authority, 0.0%, 10/1/31 (b) $ 3,882,600
4,000,000 A-/A3 Alameda Corridor Transportation
Authority, 4.75%, 10/1/25 4,082,200
10,865,000 AA-/Aa3 Anaheim Public Financing Authority,
0.0%, 9/1/23 (b) 7,146,019
12,595,000 AA-/Aa3 Anaheim Public Financing Authority,
0.0%, 9/1/36 (b) 3,511,738
1,000,000 AAA/Aaa California Educational Facilities
Authority, 5.25%, 4/1/40 1,382,150
2,000,000 A/NR California Health Facilities Financing
Authority, 5.0%, 3/1/33 2,006,400
The accompanying notes are an integral part of these financial statements.
16 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
California -- (continued)
2,000,000 A/A3 California Health Facilities Financing
Authority, 5.625%, 7/1/32 $ 2,174,400
4,000,000 BBB/Baa2 California Municipal Finance Authority,
5.25%, 2/1/37 4,186,520
4,875,000 NR/Baa2 California Statewide Communities
Development Authority, 5.0%, 5/15/30 5,055,180
4,125,000 NR/Baa2 California Statewide Communities
Development Authority, 5.0%, 5/15/38 4,221,030
11,455,000 BBB+/Baa2 California Statewide Communities
Development Authority, 5.0%, 8/15/47 11,953,178
10,000,000 AA-/Aa3 California Statewide Communities
Development Authority, 5.25%, 11/15/48 11,272,300
4,000,000 NR/Baa1 California Statewide Communities
Development Authority, 5.375%, 12/1/37 4,233,080
10,000,000 AA-/A1 California Statewide Communities
Development Authority, 5.75%, 7/1/47 11,242,500
4,000,000 A-/NR California Statewide Communities
Development Authority, 5.75%, 8/15/38 4,480,320
1,000,000 NR/Aa3 Franklin-Mckinley School District,
6.0%, 7/1/16 1,167,040
2,100,000 BBB-/WR Fresno Joint Powers Financing Authority,
4.75%, 9/1/28 2,101,029
15,000,000 B-/B3 Golden State Tobacco Securitization
Corp., 5.125%, 6/1/47 12,904,800
2,500,000 BBB+/Ba1 Inglewood Redevelopment Agency,
4.75%, 5/1/38 2,389,850
3,000,000 A-/Baa2 Long Beach Bond Finance Authority,
5.5%, 11/15/37 3,526,410
4,000,000 A-/NR Madera Irrigation District California Water
Revenue, 5.5%, 1/1/33 4,369,800
3,680,000 A-/Baa2 Madera Public Financing Authority,
4.375%, 3/1/31 3,799,011
1,600,000 AA-/WR Oxnard School District, 4.375%, 8/1/33 1,639,728
2,180,000 A/Baa2 Pomona Unified School District,
6.55%, 8/1/29 2,954,663
1,000,000 A-/NR Redding Redevelopment Agency,
4.5%, 9/1/26 1,006,280
3,000,000 A-/NR Rialto Redevelopment Agency,
6.25%, 9/1/37 3,175,020
1,500,000 AA-/Aa1 San Jose Evergreen Community College
District, 5.0%, 8/1/41 1,722,615
2,085,000 NR/Aa2 San Juan Unified School District,
5.0%, 8/1/25 2,549,934
1,500,000 A/Ba1 Santa Cruz County Redevelopment
Agency, 6.625%, 9/1/29 1,769,640
1,405,000 A+/Aa3 Santa Maria Joint Union High School
District, 0.0%, 8/1/27 (b) 737,372
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 17
Schedule of Investments | 12/31/12 (continued)
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
California -- (continued)
3,500,000 A+/Aa2 Saugus Union School District, 0.0%,
8/1/23 (b) $ 2,354,170
7,000,000 A-/A1 State of California, 4.25%, 8/1/33 7,333,760
3,750,000 BB+/B3 Tobacco Securitization Authority of
Southern California, 5.0%, 6/1/37 3,338,250
1,125,000 B+/B2 Tobacco Securitization Authority of
Southern California, 5.125%, 6/1/46 962,212
--------------
$ 140,631,199
-------------------------------------------------------------------------------------------------------------------------
Colorado -- 4.2%
2,750,000 5.25 AA-/Aa3 Colorado Health Facilities Authority,
Floating Rate Note, 11/15/35 $ 3,031,270
15,000,000 BBB/Baa2 E-470 Public Highway Authority,
0.0%, 9/1/23 (b) 9,488,250
5,000,000 BBB/Baa2 E-470 Public Highway Authority,
0.0%, 9/1/27 (b) 2,551,500
12,500,000 A-/Baa2 Public Authority for Colorado Energy,
6.5%, 11/15/38 17,139,750
2,500,000 NR/Baa3 Regional Transportation District,
6.0%, 1/15/26 3,002,350
1,250,000 NR/Baa3 Regional Transportation District,
6.0%, 1/15/34 1,455,475
1,000,000 NR/Baa3 Regional Transportation District,
6.0%, 1/15/41 1,165,080
2,000,000 NR/Baa3 Regional Transportation District,
6.5%, 1/15/30 2,431,480
--------------
$ 40,265,155
-------------------------------------------------------------------------------------------------------------------------
Connecticut -- 1.1%
4,795,000 AAA/Aaa Connecticut State Health &
Educational Facility Authority,
5.0%, 7/1/42 $ 5,305,524
1,000,000 NR/NR Connecticut State Health &
Educational Facility Authority,
5.5%, 7/1/17 1,011,120
1,500,000 B/NR Mohegan Tribe of Indians of
Connecticut, 5.25%, 1/1/33 (144A) 1,453,965
2,470,000 B/NR Mohegan Tribe of Indians of
Connecticut, 6.25%, 1/1/31 2,471,976
--------------
$ 10,242,585
-------------------------------------------------------------------------------------------------------------------------
Delaware -- 0.6%
5,000,000 NR/Baa3 Delaware State Economic
Development Authority, 5.375%,
10/1/45 $ 5,398,600
-------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
District of Columbia -- 1.9%
10,000,000 BBB/Baa1 District of Columbia Tobacco Settlement
Financing Corp., 6.75%, 5/15/40 $ 10,100,100
7,950,000 NR/A1 District of Columbia, 4.25%, 6/1/37 8,110,192
--------------
$ 18,210,292
-------------------------------------------------------------------------------------------------------------------------
Florida -- 6.0%
7,500,000 NR/Baa1 City of Tallahassee Florida, 6.375%,
12/1/30 $ 7,626,825
520,000 NR/NR County of Madison Florida, 6.0%,
7/1/25 506,074
5,000,000 A/A2 County of Miami-Dade Florida Aviation
Revenue, 5.5%, 10/1/41 5,699,400
4,885,000 A/Aa3 County of Miami-Dade Florida, 5.0%,
6/1/22 5,266,128
8,000,000 AA+/Aa1 Escambia County Health Facilities
Authority, 5.25%, 11/15/32 8,102,560
3,000,000 NR/Baa1 Escambia County Health Facilities
Authority, 6.0%, 8/15/36 3,426,660
1,390,000 NR/NR Florida Development Finance Corp.,
6.0%, 9/15/30 1,527,235
1,830,000 A+/Aa3 Greater Orlando Aviation Authority,
5.0%, 10/1/25 2,147,816
2,255,000 BB/NR Lee County Industrial Development
Authority Florida, 4.75%, 6/15/14 2,290,787
2,000,000 BB/NR Lee County Industrial Development
Authority Florida, 5.375%, 6/15/37 2,005,820
3,400,000 NR/NR St. Johns County Industrial Development
Authority, 6.0%, 8/1/45 3,819,628
13,780,000 A-/A3 Tampa-Hillsborough County Expressway
Authority, 4.0%, 7/1/34 (Pre-Refunded) 15,091,029
--------------
$ 57,509,962
-------------------------------------------------------------------------------------------------------------------------
Georgia -- 1.5%
5,750,000 A/Baa1 Burke County Development Authority,
7.0%, 1/1/23 $ 6,836,980
5,000,000 A-/Baa2 Main Street Natural Gas, Inc.,
5.5%, 9/15/28 6,064,900
1,500,000 A/A2 Municipal Electric Authority of Georgia,
5.625%, 1/1/26 1,796,805
--------------
$ 14,698,685
-------------------------------------------------------------------------------------------------------------------------
Idaho -- 0.1%
1,400,000 NR/Aa1 Idaho Board Bank Authority, 3.0%,
9/15/32 $ 1,331,638
-------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 19
Schedule of Investments | 12/31/12 (continued)
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
Illinois -- 3.0%
1,580,000 NR/A3 Illinois Finance Authority, 5.25%,
10/1/24 $ 1,702,134
1,000,000 BBB+/Baa2 Illinois Finance Authority, 5.25%,
5/1/40 1,064,970
4,000,000 BBB-/NR Illinois Finance Authority, 5.5%,
8/15/30 4,290,920
1,600,000 AA-/Aa3 Illinois Finance Authority, 6.0%,
8/15/25 1,699,376
1,000,000 NR/NR Illinois Finance Authority, 6.125%,
5/15/27 1,040,680
5,000,000 NR/Baa3 Illinois Finance Authority, 6.5%, 4/1/39 5,693,850
20,000,000 AAA/A3 Metropolitan Pier & Exposition
Authority, 0.0%, 6/15/39 (b) 5,600,000
5,000,000 AA+/Aaa Metropolitan Pier & Exposition
Authority, 7.0%, 7/1/26 (Pre-Refunded) 7,212,700
--------------
$ 28,304,630
-------------------------------------------------------------------------------------------------------------------------
Indiana -- 2.4%
3,500,000 NR/Baa2 Delaware County Hospital Authority
Indiana, 5.0%, 8/1/24 $ 3,741,080
2,000,000 AA/Aa2 Indiana Bond Bank, 5.5%, 2/1/29 2,265,380
2,000,000 BB/B1 Indiana Finance Authority, 6.0%,
12/1/26 2,049,120
5,000,000 A+/A1 Indiana Health & Educational Facilities
Financing Authority, 4.75%, 2/15/34 5,216,250
7,000,000 A+/A1 Indiana Health & Educational Facilities
Financing Authority, 5.0%, 2/15/39 7,549,430
500,000 AA/Aa1 Indianapolis Local Public Improvement
Bond Bank, 6.0%, 1/10/20 578,395
650,000 AA/NR Indianapolis Local Public Improvement
Bond Bank, 6.75%, 2/1/14
(Pre-Refunded) 669,130
515,000 A-/A1 Lawrence Township Metropolitan School
District, 6.75%, 7/5/13 521,695
--------------
$ 22,590,480
-------------------------------------------------------------------------------------------------------------------------
Louisiana -- 2.7%
6,000,000 BBB-/Baa2 Jefferson Parish Hospital Service
District No. 2, 6.375%, 7/1/41 $ 7,032,480
615,000 BBB+/Baa1 Louisiana Local Government
Environmental Facilities & Community
Development Authority, 5.25%, 12/1/18 648,825
10,000,000 NR/Baa1 Louisiana Public Facilities Authority,
5.5%, 5/15/47 10,625,900
500,000 AA-/Aa3 Louisiana State Citizens Property
Insurance Corp., 5.0%, 6/1/24 579,565
The accompanying notes are an integral part of these financial statements.
20 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
Louisiana -- (continued)
400,000 A-/A3 Louisiana State Citizens Property
Insurance Corp., 5.0%, 6/1/24 $ 457,664
3,000,000 BBB/Baa2 Parish of St. John the Baptist Louisiana,
5.125%, 6/1/37 3,195,270
3,000,000 A-/A3 Tobacco Settlement Financing Corp.
Louisiana, 5.875%, 5/15/39 3,059,970
--------------
$ 25,599,674
-------------------------------------------------------------------------------------------------------------------------
Maine -- 1.0%
4,500,000 NR/Baa3 Maine Health & Higher Educational
Facilities Authority, 6.75%, 7/1/36 $ 5,423,940
3,040,000 NR/Baa3 Maine Health & Higher Educational
Facilities Authority, 6.95%, 7/1/41 3,680,862
--------------
$ 9,104,802
-------------------------------------------------------------------------------------------------------------------------
Maryland -- 1.4%
3,000,000 BB+/Ba2 County of Frederick Maryland,
5.625%, 9/1/38 $ 3,015,990
900,000 NR/NR Maryland Economic Development
Corp., 5.0%, 12/1/16 817,884
400,000 NR/NR Maryland Economic Development
Corp., 5.0%, 12/1/16 363,504
1,000,000 NR/NR Maryland Economic Development
Corp., 5.0%, 12/1/31 686,990
1,200,000 BB/NR Maryland Economic Development
Corp., 5.75%, 9/1/25 1,334,892
2,000,000 A/A3 Maryland Economic Development
Corp., 6.2%, 9/1/22 2,447,260
4,400,000 NR/Baa3 Maryland Health & Higher Educational
Facilities Authority, 5.75%, 7/1/38 4,749,756
--------------
$ 13,416,276
-------------------------------------------------------------------------------------------------------------------------
Massachusetts -- 10.0%
4,000,000 NR/Aa2 City of Pittsfield Massachusetts,
5.0%, 3/1/19 $ 4,860,320
2,000,000 NR/A2 Massachusetts Development Finance
Agency, 4.0%, 10/1/35 2,097,100
2,500,000 A+/Aa3 Massachusetts Development Finance
Agency, 4.0%, 9/1/49 2,474,625
1,000,000 A-/A3 Massachusetts Development Finance
Agency, 5.0%, 10/1/21 1,229,550
1,000,000 A-/A3 Massachusetts Development Finance
Agency, 5.0%, 10/1/22 1,212,190
1,000,000 BBB+/A3 Massachusetts Development Finance
Agency, 5.0%, 10/1/30 1,115,360
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 21
Schedule of Investments | 12/31/12 (continued)
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
Massachusetts -- (continued)
500,000 BBB+/A3 Massachusetts Development Finance
Agency, 5.0%, 10/1/31 $ 556,880
1,585,000 AA+/Aa1 Massachusetts Development Finance
Agency, 5.0%, 6/1/25 1,893,790
1,250,000 A+/A1 Massachusetts Development Finance
Agency, 5.0%, 9/1/50 1,389,588
1,000,000 A-/Baa1 Massachusetts Development Finance
Agency, 5.125%, 7/1/26 1,115,860
235,000 BBB/Baa2 Massachusetts Development Finance
Agency, 5.15%, 10/1/14 241,632
1,680,000 BBB/NR Massachusetts Development Finance
Agency, 5.25%, 10/1/29 1,784,866
3,320,000 BBB/NR Massachusetts Development Finance
Agency, 5.25%, 10/1/37 3,468,470
1,980,000 AA-/A1 Massachusetts Development Finance
Agency, 5.375%, 4/1/41 2,245,439
500,000 BBB-/NR Massachusetts Development Finance
Agency, 5.5%, 1/1/35 505,080
1,100,000 BBB/Baa2 Massachusetts Development Finance
Agency, 5.625%, 10/1/24 1,140,227
1,000,000 BBB/Baa2 Massachusetts Development Finance
Agency, 5.7%, 10/1/34 1,030,230
6,185,000 A/WR Massachusetts Development Finance
Agency, 5.75%, 1/1/42 8,227,287
2,635,000 NR/NR Massachusetts Development Finance
Agency, 6.25%, 10/15/17 2,881,267
1,000,000 BBB/NR Massachusetts Development Finance
Agency, 6.75%, 1/1/36 1,215,720
1,000,000 BBB/NR Massachusetts Development Finance
Agency, 7.0%, 7/1/42 1,180,670
2,000,000 NR/A2 Massachusetts Health & Educational
Facilities Authority, 4.125%, 10/1/37 2,110,880
4,500,000 BB/NR Massachusetts Health & Educational
Facilities Authority, 4.625%, 8/15/28 4,462,740
3,750,000 BBB+/Baa1 Massachusetts Health & Educational
Facilities Authority, 5.25%, 7/1/38 3,988,912
1,550,000 BBB-/Baa3 Massachusetts Health & Educational
Facilities Authority, 5.25%, 7/15/18 1,552,216
2,335,000 BBB-/Baa3 Massachusetts Health & Educational
Facilities Authority, 5.375%, 7/1/35 2,527,124
12,000,000 AAA/Aaa Massachusetts Health & Educational
Facilities Authority, 5.5%, 7/1/32 17,366,039
1,000,000 AA-/Aa3 Massachusetts Port Authority, 5.0%,
7/1/32 1,179,660
1,000,000 AA-/Aa3 Massachusetts Port Authority, 5.0%,
7/1/33 1,173,290
The accompanying notes are an integral part of these financial statements.
22 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
Massachusetts -- (continued)
7,000,000 AA+/Aa1 Massachusetts School Building Authority,
5.0%, 8/15/29 $ 8,521,660
3,975,000 AA/Aa2 Massachusetts State College Building
Authority, 5.0%, 5/1/28 4,742,771
2,000,000 AAA/NR Town of Chatham Massachusetts, 3.5%,
6/15/37 2,027,360
4,500,000 AA+/NR Town of Wilmington Massachusetts,
4.0%, 3/15/37 4,697,235
--------------
$ 96,216,038
-------------------------------------------------------------------------------------------------------------------------
Michigan -- 1.9%
3,000,000 AA-/Aa3 City of Detroit Michigan Water Supply
System Revenue, 6.25%, 7/1/36 $ 3,491,070
1,500,000 BB-/NR John Tolfree Health System Corp.,
6.0%, 9/15/23 1,499,880
1,405,000 NR/NR Meridian Economic Development Corp.
Michigan, 5.25%, 7/1/26 1,405,464
3,285,000 NR/NR Michigan Public Educational Facilities
Authority, 5.875%, 6/1/37 3,301,885
2,000,000 NR/NR Michigan State Hospital Finance
Authority, 5.25%, 11/15/25 2,024,760
5,000,000 AA+/Aa1 Michigan State Hospital Finance
Authority, 5.25%, 11/15/26 5,063,700
1,000,000 NR/NR Michigan State Hospital Finance
Authority, 5.5%, 11/15/35 1,007,430
--------------
$ 17,794,189
-------------------------------------------------------------------------------------------------------------------------
Mississippi -- 1.3%
7,950,000 BBB-/Ba1 County of Lowndes Mississippi,
6.8%, 4/1/22 $ 9,359,932
2,750,000 BBB/Baa3 County of Warren Mississippi,
5.8%, 5/1/34 3,112,120
--------------
$ 12,472,052
-------------------------------------------------------------------------------------------------------------------------
Missouri -- 0.0%+
80,000 NR/Aaa Missouri State Environmental
Improvement & Energy Resources
Authority, 5.125%, 1/1/20 $ 80,314
-------------------------------------------------------------------------------------------------------------------------
Montana -- 0.3%
2,785,000 A-/A3 City of Forsyth Montana, 5.0%, 3/1/31 $ 2,821,428
-------------------------------------------------------------------------------------------------------------------------
New Hampshire -- 1.2%
5,000,000 A-/NR New Hampshire Health & Education
Facilities Authority, 5.0%, 10/1/32 $ 5,249,350
3,750,000 A-/NR New Hampshire Health & Education
Facilities Authority, 5.0%, 10/1/37 3,917,138
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 23
Schedule of Investments | 12/31/12 (continued)
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
New Hampshire -- (continued)
2,000,000 BBB+/Baa1 New Hampshire Health & Education
Facilities Authority, 5.75%, 7/1/22 $ 2,025,140
--------------
$ 11,191,628
-------------------------------------------------------------------------------------------------------------------------
New Jersey -- 1.8%
1,250,000 BBB/Baa3 Camden County Improvement Authority,
5.75%, 2/15/34 $ 1,304,188
475,000 NR/NR New Jersey Economic Development
Authority, 5.3%, 11/1/26 476,368
450,000 NR/NR New Jersey Economic Development
Authority, 5.375%, 11/1/36 430,038
610,000 NR/NR New Jersey Economic Development
Authority, 5.75%, 1/1/25 618,314
3,000,000 AAA/Aaa New Jersey Educational Facilities
Authority, 5.0%, 7/1/39 3,525,930
5,115,000 BBB-/Baa3 New Jersey Health Care Facilities
Financing Authority, 5.25%, 7/1/30 5,380,213
3,500,000 NR/NR New Jersey Health Care Facilities
Financing Authority, 7.25%, 7/1/27 3,501,050
2,000,000 A+/A1 New Jersey Transportation Trust Fund
Authority, 5.5%, 6/15/41 2,303,200
--------------
$ 17,539,301
-------------------------------------------------------------------------------------------------------------------------
New Mexico -- 0.1%
1,000,000 A/NR County of Dona Ana New Mexico,
5.25%, 12/1/25 $ 1,035,900
-------------------------------------------------------------------------------------------------------------------------
New York -- 3.3%
2,500,000 BBB+/A3 Albany Industrial Development
Agency, 5.25%, 11/15/32 $ 2,722,350
6,000,000 AAA/Aaa New York State Dormitory Authority,
5.0%, 10/1/41 6,994,980
2,145,000 BBB+/Baa1 New York State Dormitory Authority,
5.0%, 7/1/21 2,567,029
5,515,000 BBB/WR New York State Dormitory Authority,
5.25%, 7/1/24 6,456,576
5,250,000 AA-/Aa3 New York State Dormitory Authority,
7.5%, 5/15/13 5,391,015
1,000,000 BBB-/Baa3 Port Authority of New York & New
Jersey, 6.0%, 12/1/36 1,188,260
3,400,000 BBB-/Baa3 Port Authority of New York & New
Jersey, 6.0%, 12/1/42 4,040,084
1,500,000 AA-/Aa3 Port Authority of New York & New
Jersey, 6.125%, 6/1/94 1,867,905
--------------
$ 31,228,199
-------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
24 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
North Carolina -- 1.6%
12,000,000 A-/Baa1 North Carolina Eastern Municipal
Power Agency, 6.0%, 1/1/22 $ 15,681,960
-------------------------------------------------------------------------------------------------------------------------
Ohio -- 2.8%
10,000,000 B-/B3 Buckeye Tobacco Settlement
Financing Authority, 5.75%, 6/1/34 $ 8,875,300
6,000,000 B-/B3 Buckeye Tobacco Settlement
Financing Authority, 6.5%, 6/1/47 5,838,960
2,000,000 AAA/Aaa City of Cincinnati Ohio Water System
Revenue, 5.0%, 12/1/36 2,312,560
1,000,000 AAA/Aaa City of Cincinnati Ohio Water System
Revenue, 5.0%, 12/1/37 1,157,130
1,500,000 NR/NR County of Cuyahoga Ohio, 6.0%, 5/15/37 1,546,290
1,500,000 NR/NR County of Cuyahoga Ohio, 6.0%, 5/15/42 1,545,105
5,000,000 NR/A3 County of Lake Ohio, 6.0%, 8/15/43 5,530,550
--------------
$ 26,805,895
-------------------------------------------------------------------------------------------------------------------------
Oklahoma -- 0.7%
5,590,000 BBB/Baa2 McGee Creek Authority, 6.0%, 1/1/23 $ 6,472,270
-------------------------------------------------------------------------------------------------------------------------
Oregon -- 0.5%
2,000,000 AA+/NR Multnomah County School District
No. 40, 0.0%, 6/15/30 (b) $ 1,149,120
2,000,000 AA+/NR Multnomah County School District
No. 40, 0.0%, 6/15/31 (b) 1,094,760
1,715,000 AA+/NR Multnomah County School District
No. 40, 0.0%, 6/15/32 (b) 888,319
1,365,000 A+/A1 Oregon Health & Science University,
3.75%, 7/1/27 1,440,293
--------------
$ 4,572,492
-------------------------------------------------------------------------------------------------------------------------
Pennsylvania -- 5.0%
2,190,000 NR/WR Allentown Area Hospital Authority,
6.0%, 11/15/16 $ 2,229,092
10,000,000 A-/Baa2 Lehigh County Industrial Development
Authority, 4.75%, 2/15/27 10,277,400
1,000,000 BBB/NR Montgomery County Industrial
Development Authority Pennsylvania,
5.0%, 12/1/24 1,048,210
1,000,000 BBB/NR Montgomery County Industrial
Development Authority Pennsylvania,
5.0%, 12/1/30 1,034,510
3,000,000 BBB+/A3 Northampton County General Purpose
Authority, 5.5%, 8/15/40 3,255,870
1,000,000 BBB-/Baa3 Pennsylvania Higher Educational
Facilities Authority, 5.0%, 7/1/42 1,045,840
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 25
Schedule of Investments | 12/31/12 (continued)
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
Pennsylvania -- (continued)
1,000,000 BBB-/Baa3 Pennsylvania Higher Educational
Facilities Authority, 6.0%, 7/1/43 $ 1,129,180
11,500,000 0.89 BBB+/WR Pennsylvania Higher Educational
Facilities Authority, Floating Rate
Note, 7/1/39 7,744,790
5,000,000 A-/A3 Pennsylvania Turnpike Commission,
5.3%, 12/1/41 5,509,100
2,000,000 AA/Aa2 Philadelphia Hospitals & Higher
Education Facilities Authority, 4.5%,
7/1/37 2,108,160
10,900,000 BBB-/Ba1 Philadelphia Hospitals & Higher
Education Facilities Authority, 5.0%,
7/1/34 11,142,089
1,000,000 AA-/Aa3 Sports & Exhibition Authority of
Pittsburgh and Allegheny County,
5.0%, 2/1/30 1,116,760
--------------
$ 47,641,001
-------------------------------------------------------------------------------------------------------------------------
Puerto Rico -- 0.6%
925,000 BBB/Baa3 Puerto Rico Public Buildings Authority,
5.25%, 7/1/33 $ 912,438
75,000 NR/Baa3 Puerto Rico Public Buildings Authority,
5.25%, 7/1/33 (Pre-Refunded) 80,376
5,000,000 AA-/Aa3 Puerto Rico Sales Tax Financing Corp.,
5.25%, 8/1/57 5,216,000
--------------
$ 6,208,814
-------------------------------------------------------------------------------------------------------------------------
Rhode Island -- 0.5%
5,200,000 BB/Ba1 Tobacco Settlement Financing Corp.
Rhode Island, 6.25%, 6/1/42 $ 5,270,252
-------------------------------------------------------------------------------------------------------------------------
South Carolina -- 1.6%
8,265,000 AA-/Aa3 South Carolina State Public Service
Authority, 5.0%, 12/1/43 $ 9,237,956
6,000,000 NR/A1 South Carolina Transportation
Infrastructure Bank, 3.625%, 10/1/33 5,926,380
500,000 AA+/Aaa State of South Carolina, 5.0%, 4/1/20 631,050
--------------
$ 15,795,386
-------------------------------------------------------------------------------------------------------------------------
South Dakota -- 0.1%
65,000 NR/Aaa South Dakota Conservancy District,
5.625%, 8/1/17 (Pre-Refunded) $ 65,285
1,000,000 A+/A1 South Dakota Health & Educational
Facilities Authority, 5.0%, 7/1/42 1,089,500
--------------
$ 1,154,785
-------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
26 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
Tennessee -- 0.5%
4,000,000 AA/Aa1 Metropolitan Government of Nashville
& Davidson County Tennessee, 4.0%,
7/1/24 $ 4,599,440
-------------------------------------------------------------------------------------------------------------------------
Texas -- 7.0%
7,100,000 BBB-/Baa3 Central Texas Regional Mobility
Authority, 0.0%, 1/1/25 (b) $ 4,147,749
3,000,000 BBB-/Baa3 Central Texas Regional Mobility
Authority, 0.0%, 1/1/26 (b) 1,642,050
3,000,000 BBB-/Baa3 Central Texas Regional Mobility
Authority, 0.0%, 1/1/27 (b) 1,557,000
2,500,000 BB+/Ba1 Central Texas Regional Mobility
Authority, 6.75%, 1/1/41 2,914,600
8,285,000 AA+/Aa2 Dallas Area Rapid Transit, 5.25%,
12/1/29 11,005,048
10,000,000 BBB+/A3 Dallas County Utility & Reclamation
District, 5.375%, 2/15/29 10,917,200
390,000 AAA/Aaa Houston Higher Education Finance
Corp., 5.0%, 5/15/40 447,342
2,000,000 NR/Aaa La Joya Independent School District,
4.0%, 2/15/22 2,358,500
20,000 NR/A1 Lower Colorado River Authority, 5.25%,
5/15/21 (Pre-Refunded) 20,342
2,000,000 A-/A2 North Texas Tollway Authority, 5.0%,
1/1/38 2,208,780
3,000,000 A+/A1 Richardson Hospital Authority, 6.0%,
12/1/34 3,072,720
1,000,000 BBB/NR Seguin Higher Education Facilities
Corp., 5.0%, 9/1/23 1,024,850
5,000,000 AA+/Aaa State of Texas, 5.0%, 8/1/27 6,091,300
4,000,000 BBB/A3 Texas Municipal Gas Acquisition &
Supply Corp., III, 5.0%, 12/15/31 4,292,480
10,410,000 NR/Baa3 Texas Private Activity Bond Surface
Transportation Corp., 7.0%, 6/30/40 12,669,386
2,255,000 BBB/NR Texas State Public Finance Authority
Charter School Finance Corp., 6.2%,
2/15/40 2,671,363
--------------
$ 67,040,710
-------------------------------------------------------------------------------------------------------------------------
Utah -- 0.1%
500,000 BBB-/NR Utah State Charter School Finance
Authority, 5.75%, 7/15/20 $ 538,910
-------------------------------------------------------------------------------------------------------------------------
Vermont -- 0.1%
1,295,000 BBB-/Baa Vermont Educational & Health
Buildings Financing Agency, 5.0%,
7/1/24 $ 1,266,225
-------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 27
Schedule of Investments | 12/31/12 (continued)
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
Virginia -- 3.3%
5,000,000 BBB/Baa2 Chesapeake Bay Bridge & Tunnel District,
5.5%, 7/1/25 $ 5,864,150
1,500,000 NR/WR Prince William County Industrial
Development Authority, 5.2%,
10/1/26 (Pre-Refunded) 1,584,240
3,925,000 NR/WR Prince William County Industrial
Development Authority, 5.35%,
10/1/36 (Pre-Refunded) 4,149,824
13,990,000 B-/B2 Tobacco Settlement Financing Corp.
Virginia, 5.0%, 6/1/47 11,198,016
7,500,000 BBB+/Baa1 Washington County Industrial
Development Authority Virginia,
7.75%, 7/1/38 9,317,175
--------------
$ 32,113,405
-------------------------------------------------------------------------------------------------------------------------
Washington -- 7.7%
10,000,000 AA+/Aa1 City of Seattle Washington, 4.0%,
9/1/37 $ 10,333,300
1,400,000 AA/Aa3 Douglas County Public Utility District
No. 1, 4.0%, 12/1/41 1,436,904
10,000,000 AA/NR FYI Properties, 5.5%, 6/1/39 11,281,100
1,000,000 AA+/Aa1 King & Snohomish Counties School
District No. 417 Northshore, 5.0%,
12/1/30 1,201,150
1,000,000 AA+/Aa1 King & Snohomish Counties School
District No. 417 Northshore, 5.0%,
12/1/31 1,193,770
10,000,000 AAA/NR King County Housing Authority, 5.5%,
5/1/38 10,947,100
3,000,000 A/Aa3 King County Public Hospital District
No. 1, 5.25%, 12/1/37 3,369,630
1,000,000 AA+/Aa1 Pierce County School District No. 3
Puyallup, 5.0%, 12/1/23 1,240,470
10,500,000 BBB/Baa1 Tobacco Settlement Authority of
Washington, 6.625%, 6/1/32 10,814,790
5,600,000 AA+/Aaa University of Washington, 5.0%, 6/1/37 6,276,088
1,000,000 AA/Aa2 Washington Health Care Facilities
Authority, 4.25%, 10/1/37 1,037,160
2,400,000 BBB/Baa2 Washington Health Care Facilities
Authority, 6.125%, 8/15/37 2,638,656
4,000,000 NR/WR Washington Health Care Facilities
Authority, 6.5%, 11/15/33 (Pre-Refunded) 4,452,240
5,000,000 5.25 AA/Aa2 Washington Health Care Facilities
Authority, Floating Rate Note, 10/1/33 5,517,300
2,500,000 NR/NR Washington State Housing Finance
Commission, 5.25%, 1/1/17 2,559,675
--------------
$ 74,299,333
-------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
28 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
-------------------------------------------------------------------------------------------------------------------------
Floating S&P/Moody's
Principal Rate (c) Ratings
Amount ($) (unaudited) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------------
Wisconsin -- 0.5%
1,430,000 NR/A1 Adams-Friendship Area School District,
6.5%, 4/1/16 $ 1,669,582
3,000,000 A+/NR Wisconsin Health & Educational
Facilities Authority, 5.125%, 8/15/35 3,277,380
--------------
$ 4,946,962
-------------------------------------------------------------------------------------------------------------------------
Wyoming -- 0.1%
1,000,000 A+/NR County of Laramie Wyoming, 5.0%,
5/1/37 $ 1,094,700
-------------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost $850,380,776) $ 938,128,555
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Shares
-------------------------------------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENT -- 0.8%
8,000,000 BlackRock Liquidity Funds MuniFund
Portfolio $ 8,000,000
-------------------------------------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $8,000,000) $ 8,000,000
-------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT IN
SECURITIES -- 98.7%
(Cost $859,020,776) (a) $ 946,768,555
-------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 1.3% $ 12,267,163
-------------------------------------------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $ 959,035,718
=========================================================================================================================
(Pre-Refunded) Pre-refunded bonds have been collateralized by U.S. Treasury
securities which are held in escrow and used to pay principal
and interest on the tax-exempt issue and to retire the bonds in
full at the earliest refunding date.
* Non-income producing security.
+ Amount rounds to less than 0.1%.
NR Not rated by either S&P or Moody's.
WR Rating withdrawn by either S&P or Moody's.
(144A) Security is exempt from registration under Rule 144A of the
Securities Act of 1933. Such securities may be resold normally
to qualified institutional buyers in a transaction exempt from
registration. At December 31, 2012, the value of these
securities amounted to $1,453,965 or 0.2% of total net assets.
(a) At December 31, 2012, the net unrealized gain on investments
based on cost for federal income tax purposes of
$856,522,010 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 91,962,295
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (1,715,750)
-------------
Net unrealized gain $ 90,246,545
=============
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 29
Schedule of Investments | 12/31/12 (continued)
(b) Security is issued with a zero coupon. Income is earned through
accretion of discount.
(c) Debt obligation with a variable interest rate. Rate shown is
rate at end of period.
Purchases and sales of securities (excluding temporary cash investments) for the
year ended December 31, 2012 aggregated $242,265,600 and $157,546,372,
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.) See Notes to Financial Statements -- Note 1A.
Level 3 - significant unobservable inputs (including the Fund's own assumptions
in determining fair value of investments) See Notes to Financial
Statements -- Note 1A.
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans as Level 2 and securities valued using fair value methods
(other than prices supplied by independent pricing services) are categorized as
Level 3. See Notes to Financial Statements -- Note 1A.
The following is a summary of the inputs used as of December 31, 2012, in
valuing the Fund's investments:
--------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------
Common Stock $640,000 $ -- $ -- $ 640,000
Municipal Bonds -- 938,128,555 -- 938,128,555
Temporary Cash Investment -- 8,000,000 -- 8,000,000
--------------------------------------------------------------------------------
Total $640,000 $946,128,555 $ -- $946,768,555
================================================================================
During the year ended December 31, 2012, there were no transfers between Levels
1,2 and 3.
The accompanying notes are an integral part of these financial statements.
30 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Statement of Assets and Liabilities | 12/31/12
ASSETS:
Investment in securities (cost $859,020,776) $ 946,768,555
Receivables --
Fund shares sold 2,866,829
Interest 12,070,061
Due from Pioneer Investment Management, Inc. 7,103
Prepaid expenses 57,290
-------------------------------------------------------------------------------------------------------------
Total assets $ 961,769,838
=============================================================================================================
LIABILITIES:
Payables --
Fund shares repurchased $ 1,561,597
Dividends 668,130
Due to custodian 252,735
Due to affiliates 170,305
Accrued expenses 81,353
-------------------------------------------------------------------------------------------------------------
Total liabilities $ 2,734,120
=============================================================================================================
NET ASSETS:
Paid-in capital $ 987,325,062
Undistributed net investment income 10,197,743
Accumulated net realized loss on investments (126,234,866)
Net unrealized gain on investments 87,747,779
-------------------------------------------------------------------------------------------------------------
Total net assets $ 959,035,718
=============================================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (Based on $824,215,849/56,589,262 shares) $ 14.56
Class B (Based on $3,417,756/236,307 shares) $ 14.46
Class C (Based on $45,106,455/3,122,734 shares) $ 14.44
Class Y (Based on $86,295,658/5,941,356 shares) $ 14.52
MAXIMUM OFFERING PRICE:
Class A ($14.56 (divided by) 95.5%) $ 15.25
=============================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 31
Statement of Operations
For the Year Ended 12/31/12
INVESTMENT INCOME:
Interest $ 47,696,771
Dividends 1,958
-------------------------------------------------------------------------------------------------------------
Total investment income $ 47,698,729
=============================================================================================================
EXPENSES:
Management fees $ 4,194,015
Transfer agent fees
Class A 296,132
Class B 4,858
Class C 8,437
Class Y 2,464
Distribution fees
Class A 2,003,383
Class B 38,616
Class C 421,498
Shareholder communication expense 320,680
Administrative reimbursements 264,993
Custodian fees 16,270
Registration fees 84,156
Professional fees 93,157
Printing expense 21,969
Fees and expenses of nonaffiliated trustees 36,323
Miscellaneous 60,626
-------------------------------------------------------------------------------------------------------------
Total expenses $ 7,867,577
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. $ (146,338)
-------------------------------------------------------------------------------------------------------------
Net expenses $ 7,721,239
-------------------------------------------------------------------------------------------------------------
Net investment income $ 39,977,490
-------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
AND CLASS ACTIONS:
Net realized gain on:
Investments $ 2,172,513
Class actions 870,421 $ 3,042,934
-------------------------------------------------------------------------------------------------------------
Change in net unrealized gain on Investments $ 67,864,836
-------------------------------------------------------------------------------------------------------------
Net gain on investments $ 70,907,770
-------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 110,885,260
=============================================================================================================
The accompanying notes are an integral part of these financial statements.
32 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Statements of Changes in Net Assets
-------------------------------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/12 12/31/11
-------------------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 39,977,490 $ 39,730,631
Net realized gain (loss) on investments 3,042,934 (17,705,612)
Change in net unrealized gain (loss) on investments 67,864,836 69,621,476
-------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 110,885,260 $ 91,646,495
-------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.54 and $0.60 per share, respectively) $ (30,629,957) $ (33,936,017)
Class B ($0.41 and $0.48 per share, respectively) (113,799) (205,660)
Class C ($0.43 and $0.49 per share, respectively) (1,291,975) (1,307,520)
Class Y ($0.58 and $0.63 per share, respectively) (3,102,624) (3,220,838)
-------------------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (35,138,355) $ (38,670,035)
-------------------------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale or exchange of shares $ 137,410,078 $ 123,935,441
Reinvestment of distributions 25,159,398 26,335,652
Cost of shares repurchased (154,665,212) (200,773,983)
-------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from Fund
share transactions $ 7,904,264 $ (50,502,890)
-------------------------------------------------------------------------------------------------------------
Net increase in net assets $ 83,651,169 $ 2,473,570
NET ASSETS:
Beginning of year 875,384,549 872,910,979
-------------------------------------------------------------------------------------------------------------
End of year $ 959,035,718 $ 875,384,549
=============================================================================================================
Undistributed net investment income $ 10,197,743 $ 4,710,218
=============================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 33
Statements of Changes in Net Assets (continued)
-------------------------------------------------------------------------------------------------------------
'12 Shares '12 Amount '11 Shares '11 Amount
-------------------------------------------------------------------------------------------------------------
Class A
Shares sold 6,693,162 $ 95,002,400 7,716,963 $ 100,511,196
Reinvestment of distributions 1,605,264 22,792,630 1,914,655 24,592,119
Less shares repurchased (8,972,023) (127,141,766) (11,998,627) (153,811,651)
-------------------------------------------------------------------------------------------------------------
Net decrease (673,597) $ (9,346,736) (2,367,009) $ (28,708,336)
=============================================================================================================
Class B
Shares exchanged 9,465 $ 134,342 31,101 $ 393,652
Reinvestment of distributions 6,595 92,776 13,290 168,365
Less shares repurchased (107,780) (1,580,836) (371,018) (4,637,405)
-------------------------------------------------------------------------------------------------------------
Net decrease (91,720) $ (1,353,718) (326,627) $ (4,075,388)
=============================================================================================================
Class C
Shares sold 884,256 $ 12,595,623 715,343 $ 9,249,990
Reinvestment of distributions 67,268 947,915 70,687 900,254
Less shares repurchased (675,470) (9,501,376) (1,032,237) (12,922,370)
-------------------------------------------------------------------------------------------------------------
Net increase (decrease) 276,054 $ 4,042,162 (246,207) $ (2,772,126)
=============================================================================================================
Class Y
Shares sold 2,075,350 $ 29,677,713 1,066,581 $ 13,780,603
Reinvestment of distributions 92,847 1,326,077 52,541 674,914
Less shares repurchased (1,156,404) (16,441,234) (2,329,142) (29,402,557)
-------------------------------------------------------------------------------------------------------------
Net increase (decrease) 1,011,793 $ 14,562,556 (1,210,020) $ (14,947,040)
=============================================================================================================
The accompanying notes are an integral part of these financial statements.
34 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Financial Highlights
-------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
-------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 13.40 $ 12.56 $ 12.86 $ 10.90 $ 13.50
-------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.61 $ 0.62 $ 0.57 $ 0.59 $ 0.60
Net realized and unrealized gain (loss) on investments 1.09 0.82 (0.28) 1.99 (2.54)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.70 $ 1.44 $ 0.29 $ 2.58 $ (1.94)
-------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income (0.54) (0.60) (0.59) (0.61) (0.59)
Net realized gain -- -- -- (0.01) (0.07)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.16 $ 0.84 $ (0.30) $ 1.96 $ (2.60)
-------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.56 $ 13.40 $ 12.56 $ 12.86 $ 10.90
=========================================================================================================================
Total return* 12.87%(a) 11.73% 2.15% 24.01% (14.85)%
Ratio of net expenses to average net assets+ 0.82% 0.82% 0.82% 0.82% 0.82%
Ratio of net investment income to average net assets+ 4.35% 4.77% 4.55% 4.94% 4.66%
Portfolio turnover rate 17% 14% 18% 18% 27%
Net assets, end of period (in thousands) $824,216 $767,290 $749,235 $479,599 $353,257
Ratios with no waiver of fees and assumption of expenses by the
Adviser and no reduction for fees paid indirectly:
Total expenses 0.83% 0.87% 0.85% 0.88% 0.88%
Net investment income 4.33% 4.72% 4.52% 4.88% 4.60%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 0.82% 0.82% 0.82% 0.82% 0.82%
Net investment income 4.35% 4.77% 4.55% 4.94% 4.66%
=========================================================================================================================
(a) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
12.64%.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 35
Financial Highlights (continued)
-------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
-------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $13.30 $12.48 $ 12.78 $10.83 $ 13.41
-------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.52 $ 0.55 $ 0.46 $ 0.50 $ 0.48
Net realized and unrealized gain (loss) on investments 1.05 0.75 (0.29) 1.96 (2.52)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.57 $ 1.30 $ 0.17 $ 2.46 $ (2.04)
-------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income (0.41) (0.48) (0.47) (0.50) (0.47)
Net realized gain -- -- -- (0.01) (0.07)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.16 $ 0.82 $ (0.30) $ 1.95 $ (2.58)
-------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $14.46 $13.30 $ 12.48 $12.78 $ 10.83
=========================================================================================================================
Total return* 11.94%(a) 10.63% 1.25% 22.97% (15.60)%
Ratio of net expenses to average net assets+ 1.72% 1.72% 1.68% 1.71% 1.72%
Ratio of net investment income to average net assets+ 3.46% 3.93% 3.68% 4.06% 3.76%
Portfolio turnover rate 17% 14% 18% 18% 27%
Net assets, end of period (in thousands) $3,418 $4,364 $ 8,169 $5,838 $ 5,286
Ratios with no waiver of fees and assumption of expenses by the
Adviser and no reduction for fees paid indirectly:
Total expenses 1.75% 1.74% 1.68% 1.71% 1.72%
Net investment income 3.43% 3.90% 3.68% 4.06% 3.76%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 1.72% 1.72% 1.68% 1.71% 1.72%
Net investment income 3.46% 3.93% 3.68% 4.06% 3.76%
=========================================================================================================================
(a) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
11.81%.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
36 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
-------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
-------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 13.29 $ 12.46 $ 12.77 $ 10.83 $ 13.42
-------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.49 $ 0.51 $ 0.47 $ 0.47 $ 0.45
Net realized and unrealized gain (loss) on investments 1.09 0.81 (0.30) 1.98 (2.48)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.58 $ 1.32 $ 0.17 $ 2.45 $ (2.03)
-------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income (0.43) (0.49) (0.48) (0.50) (0.49)
Net realized gain -- -- -- (0.01) (0.07)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.15 $ 0.83 $ (0.31) $ 1.94 $ (2.59)
-------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.44 $ 13.29 $ 12.46 $ 12.77 $ 10.83
=========================================================================================================================
Total return* 12.03%(a) 10.84% 1.26% 22.93% (15.56)%
Ratio of net expenses to average net assets+ 1.58% 1.61% 1.60% 1.64% 1.65%
Ratio of net investment income to average net assets+ 3.58% 3.98% 3.78% 4.08% 3.85%
Portfolio turnover rate 17% 14% 18% 18% 27%
Net assets, end of period (in thousands) $45,106 $37,834 $38,548 $26,422 $15,157
Ratios with no waiver of fees and assumption of expenses by the
Adviser and no reduction for fees paid indirectly:
Total expenses 1.58% 1.61% 1.60% 1.64% 1.65%
Net investment income 3.58% 3.98% 3.78% 4.08% 3.85%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 1.58% 1.61% 1.60% 1.64% 1.65%
Net investment income 3.58% 3.98% 3.78% 4.08% 3.85%
=========================================================================================================================
(a) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
11.87%.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 37
Financial Highlights (continued)
-------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
-------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 13.37 $ 12.53 $ 12.84 $ 10.89 $ 13.48
-------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.63 $ 0.67 $ 0.58 $ 0.63 $ 0.62
Net realized and unrealized gain (loss) on investments 1.10 0.80 (0.26) 1.96 (2.51)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.73 $ 1.47 $ 0.32 $ 2.59 $ (1.89)
-------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income (0.58) (0.63) (0.63) (0.63) (0.63)
Net realized gain -- -- -- (0.01) (0.07)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.15 $ 0.84 $ (0.31) $ 1.95 $ (2.59)
-------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.52 $ 13.37 $ 12.53 $ 12.84 $ 10.89
=========================================================================================================================
Total return* 13.12(a)% 12.04% 2.34% 24.22% (14.56)%
Ratio of net expenses to average net assets+ 0.55% 0.55% 0.55% 0.58% 0.58%
Ratio of net investment income to average net assets+ 4.60% 5.04% 4.81% 5.17% 4.90%
Portfolio turnover rate 17% 14% 18% 18% 27%
Net assets, end of period (in thousands) $86,296 $65,896 $76,959 $21,963 $18,571
Ratios with no waiver of fees and assumption of expenses by the
Adviser and no reduction for fees paid indirectly:
Total expenses 0.58% 0.57% 0.55% 0.58% 0.58%
Net investment income 4.57% 5.02% 4.80% 5.17% 4.90%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 0.55% 0.55% 0.55% 0.58% 0.58%
Net investment income 4.60% 5.04% 4.81% 5.17% 4.90%
=========================================================================================================================
(a) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
12.85%.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
38 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Notes to Financial Statements | 12/31/12
1. Organization and Significant Accounting Policies
Pioneer AMT-Free Municipal Fund (the Fund) is one of two series comprising
Pioneer Series Trust II, a Delaware statutory trust. The Fund is registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to seek a high level
of current income exempt from federal income tax as is consistent with the
relative stability of capital.
The Fund offers four classes of shares designated as Class A, Class B, Class C
and Class Y shares. Effective as of the close of business on December 31, 2009,
Class B shares are no longer offered to new or existing shareholders, except
that dividends and/or capital gain distributions may continue to be reinvested
in Class B shares, and shareholders may exchange their Class B shares for Class
B shares of other Pioneer funds, as permitted by existing exchange privileges.
Each class of shares represents an interest in the same portfolio of investments
of the Fund and has identical rights (based on relative net asset values) to
assets and liquidation proceeds. Share classes can bear different rates of
class-specific fees and expenses such as transfer agent and distribution fees.
Differences in class-specific fees and expenses will result in differences in
net investment income and, therefore, the payment of different dividends from
net investment income earned by each class. The Amended and Restated Declaration
of Trust of the Fund gives the Board the flexibility to specify either per share
voting or dollar-weighted voting when submitting matters for shareholder
approval. Under per share voting, each share of a class of the Fund is entitled
to one vote. Under dollar-weighted voting, a shareholder's voting power is
determined not by the number of shares owned, but by the dollar value of the
shares on the record date. Each share class has exclusive voting rights with
respect to matters affecting only that class, including with respect to the
distribution plan for that class. There is no distribution plan for Class Y
shares. Class B shares convert to Class A shares approximately eight years after
the date of purchase.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the Fund
to, among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
income, expenses, and gain or loss on investments during the reporting period.
Actual results could differ from those estimates.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 39
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. Fixed
income securities with remaining maturity of more than sixty days are
valued at prices supplied by independent pricing services, which consider
such factors as market prices, market events, quotations from one or more
brokers, Treasury spreads, yields, maturities and ratings. Valuations may
be supplemented by dealers and other sources, as required. Equity
securities that have traded on an exchange are valued at the last sale
price on the principal exchange where they are traded. Equity securities
that have not traded on the date of valuation, or securities for which sale
prices are not available, generally are valued using the mean between the
last bid and asked prices. Short-term fixed income securities with
remaining maturities of sixty days or less generally are valued at
amortized cost.
Securities for which independent pricing services are unable to supply
prices or for which market prices and/or quotations are not readily
available or are considered to be unreliable are valued by or at the
direction or with the approval of the Valuation Committee using fair value
methods pursuant to procedures adopted by the Board of Trustees. The
Valuation Committee is comprised of certain members of 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 significantly from exchange prices and such differences could be
material. Pioneer Investment Management, Inc. (PIM) is responsible for
monitoring developments that may impact fair valued securities and for
discussing and assessing fair values on an ongoing basis, and at least
quarterly, with the Valuation Committee.
At December 31, 2012, no securities were valued using fair value methods
(other than securities valued using prices supplied by independent pricing
services). Inputs used when applying fair value methods to value a security
may include credit ratings, the financial condition of the company, current
market conditions and comparable securities.
40 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Discount and premium on debt securities are accreted or amortized,
respectively, daily into interest income on a yield-to-maturity basis over
the life of the respective security with a corresponding increase or
decrease in the cost basis of the security. Interest income, including
interest on income bearing cash accounts, is recorded on the accrual basis.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
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 provision for federal income taxes is required.
As of December 31, 2012, the Fund did not have any interest and penalties
related to uncertain tax positions, which, if applicable, would be recorded
as an income tax expense in the Statement of Operations. Tax years for the
prior three fiscal years remain subject to examination by federal and state
tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences. At
December 31, 2012, the Fund reclassified $648,390 to increase undistributed
net investment income and $648,390 to increase accumulated net realized
loss on investments to reflect permanent book/tax differences. These
adjustments have no impact on net assets or the results of operations.
At December 31, 2012, the Fund was permitted to carry forward indefinitely
$1,355,155 of short-term losses and $14,453,149 of long-term losses under
the Regulated Investment Company Modernization Act of 2010 without
limitation. Additionally, at December 31, 2012, the Fund had a net capital
loss carryforward of $110,426,562, of which, the following amounts will
expire between 2014 and 2017 if not utilized: $61,017,188 in 2014,
$4,164,490 in 2015, $31,743,687 in 2016 and $13,501,197 in 2017. Included
in this amount is $102,354,489 of capital losses which, as a result of the
reorganization with Pioneer Tax Free Income Fund on March 5, 2010 may be
subject to limitations imposed by the Internal Revenue Code.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 41
The tax character of distributions paid during the years ended December 31,
2012 and December 31, 2011 was as follows:
---------------------------------------------------------------------------
2012 2011
---------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 3,293,392 $ 649,938
Tax-exempt income 31,844,963 38,020,097
---------------------------------------------------------------------------
Total $35,138,355 $38,670,035
===========================================================================
The following shows the components of distributable earnings on a federal
income tax basis at December 31, 2012:
---------------------------------------------------------------------------
2012
---------------------------------------------------------------------------
Distributable earnings:
Undistributed tax-exempt income $ 7,698,977
Capital loss carryforward (126,234,866)
Net unrealized gain 90,246,545
---------------------------------------------------------------------------
Total $ (28,289,344)
===========================================================================
The difference between book basis and tax basis appreciation is
attributable to the tax treatment of premium and amortization.
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A.,
(UniCredit), earned $78,592 in underwriting commissions on the sale of
Class A shares year ended December 31, 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. During the year ended December 31, 2012, the Fund recognized
gains of $870,421 in settlement of class action lawsuits from several
different companies, as reflected on the Statement of Operations.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively (see Note 4). Class Y shares do not pay distribution fees. All
expenses and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services are allocated among
the classes of shares based on the number of accounts in each class and the
ratable allocation of related out-of-pocket expenses (see Note 3).
42 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
The Fund declares as daily dividends substantially all of its net
investment income. All dividends are paid on a monthly basis. Short-term
capital gain distributions, if any, may be declared with the daily
dividends. Distributions to shareowners are recorded as of the ex-dividend
date. Distributions paid by the Fund with respect to each class of shares
are calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class B, Class C and Class Y shares
can reflect different transfer agent and distribution expense rates.
E. Risks
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Fund more
susceptible to any economic, political, or regulatory developments or other
risks affecting those industries and sectors. The Fund's prospectus
contains unaudited information regarding the Fund's principal risks. Please
refer to that document when considering the Fund's principal risks.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. Management fees are calculated daily at the annual rate of 0.50% of
the Fund's average daily net assets up to $250 million; 0.45% of the next $500
million; and 0.40% of the excess over $750 million. For the year ended December
31, 2012, the effective management fee (excluding waivers and/or assumption of
expenses) was equivalent to 0.45% of the Fund's average daily net assets.
PIM has contractually agreed to limit ordinary operating expenses of the Fund to
the extent required to reduce Fund expenses to 0.82%, 1.72%, 1.72% and 0.55% of
the average daily net assets attributable to Class A, Class B, Class C and Class
Y shares, respectively. Fees waived and expenses reimbursed during the year
ended December 31, 2012 are reflected on the Statement of Operations. These
expense limitations are in effect through May 1, 2014. There can be no assurance
that PIM will extend the expense limit agreement for a class of shares beyond
the date referred to above.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$69,568 in management fees, administrative costs and certain other
reimbursements payable to PIM at December 31, 2012.
Effective March 5, 2012, PIM has retained Brown Brothers Harriman & Co. to
provide certain sub-administration and accounting services to the Fund.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 43
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates. In
addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by PIMSS
related to shareholder communications activities such as proxy and statement
mailings, outgoing phone calls and omnibus relationship contracts.
For the year ended December 31, 2012, such out-of-pocket expenses by class of
shares were as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $251,143
Class B 4,034
Class C 17,410
Class Y 48,093
--------------------------------------------------------------------------------
Total $320,680
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $72,942 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at December 31, 2012.
4. Distribution Plan
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B and Class C
shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net
assets attributable to Class A shares as compensation for personal services
and/or account maintenance services or distribution services with regard to
Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of the
average daily net assets attributable to Class B and Class C shares. The fee for
Class B and Class C shares consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class C
shares. Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $27,795 in distribution fees payable to PFD at December 31, 2012.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 12 months of purchase. Class B shares that are redeemed within five years
of purchase are subject to a CDSC at declining rates beginning at 4.00%, based
on the lower of cost or market value of shares being redeemed. Redemptions of
Class C shares within one year of purchase are subject to a CDSC of 1.00%, based
on the lower of cost or market value of shares being
44 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
redeemed. Shares purchased as part of an exchange remain subject to any CDSC
that applied to the original purchase of those shares. There is no CDSC for
Class Y shares. Proceeds from the CDSCs are paid to PFD. For the year ended
December 31, 2012, CDSCs in the amount of $25,152 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the year ended December 31, 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 December 31, 2012, the Fund had no borrowings
under a credit facility.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 45
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust II and Shareowners of Pioneer
AMT-Free Municipal Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer AMT-Free Municipal Fund (one of the
series comprising the Pioneer Series Trust II (the "Trust")) as of December 31,
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 five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Trust's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Trust's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of December 31, 2012, by correspondence with the custodian.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer AMT-Free Municipal Fund of the Pioneer Series Trust II at December 31,
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 financial
highlights for each of the five years in the period then ended, in conformity
with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 25, 2013
46 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer AMT-Free Municipal Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether to
renew the investment advisory agreement for the Fund.
The contract review process began in March 2012 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the process.
In July 2012, the Trustees approved the format of the contract review materials
and submitted their formal request to PIM to furnish information necessary to
evaluate the terms of the investment advisory agreement. The contract review
materials were provided to the Trustees in July 2012 and September 2012. After
reviewing and discussing the materials, the Trustees submitted a request for
additional information to PIM, and materials were provided in response to this
request. Meetings of the Independent Trustees of the Fund were held in July,
September, October, and November, 2012 to review and discuss the contract review
materials. In addition, the Trustees took into account the information related
to the Fund provided to the Trustees at each regularly scheduled meeting.
At a meeting held on November 13, 2012, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Fund, its research process and its process for trade execution. The Trustees
considered the resources of PIM and the personnel of PIM who provide investment
management services to the Fund. The Trustees considered the non-investment
resources and personnel of PIM involved in PIM's services to the Fund, including
PIM's compliance and legal resources and personnel. The Trustees also considered
the substantial attention and high priority given
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 47
by PIM's senior management to the Pioneer fund complex. In addition, the
Trustees considered PIM's plans to increase resources in its investment
management function and other enhancements to PIM's advisory capabilities.
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including Fund
officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Fund were
satisfactory and consistent with the terms of the investment advisory agreement.
Performance of the Fund
The Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
performance of its peer group of funds as classified by Morningstar, Inc.
(Morningstar), an independent provider of investment company data, and with the
performance of the Fund's benchmark index. The Trustees considered that the
Fund's annualized total return was in the first quintile of its Morningstar
category for the one and three year periods ended June 30, 2012, and in the
second quintile of its Morningstar category for the five year period ended June
30, 2012. (In all quintile rankings referred to throughout this disclosure,
first quintile is most favorable to the Fund's shareowners. Thus, highest
relative performance would be first quintile and lowest relative expenses would
also be first quintile.) The Trustees also considered that the Fund's twelve
month average gross portfolio yield (using month end 30 day effective yields)
exceeded the twelve month average yield of the Fund's benchmark index. The
Trustees concluded that the investment performance of the Fund was satisfactory.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund in
comparison to the management fees and expense ratios of its peer group of funds
as classified by Morningstar and also to the expense ratios of a peer group of
funds selected on the basis of criteria determined by the Independent Trustees
for this purpose using data provided by Strategic Insight Mutual Trust Research
and Consulting, LLC (Strategic Insight), an independent third party.
48 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2012 was in the third quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period. The
Trustees noted that the Fund's total net assets as of June 30, 2012 were in
excess of the last breakpoint in the management fee schedule. The Trustees
considered information that showed that the current management fee schedule for
the Fund would remain competitive at higher asset levels. The Trustees
considered that the Fund's expense ratio for the twelve months ended June 30,
2012 was in the fourth quintile relative to its Strategic Insight peer group for
the comparable period. The Trustees noted that the Fund's expense ratio was
approximately 2.5 basis points higher than the median expense ratio of its
Strategic Insight peer group. The Trustees also considered the impact of the
Fund's non-management fee expenses on the Fund's expense ratio, including in
particular the Fund's shareholder fees and communications expenses.
The Trustees reviewed gross and net management fees charged by PIM to its
institutional and other clients, including publicly offered European funds, U.S.
registered investment companies (in a sub-advisory capacity), and unaffiliated
foreign and domestic separate accounts. The Trustees also considered PIM's costs
in providing services to the Fund and to its other clients and considered the
differences in management fees and profit margins for PIM's Fund and non-Fund
services. In evaluating the fees associated with PIM's client accounts, the
Trustees took into account the respective demands, resources and complexity
associated with the Fund and client accounts. The Trustees noted that in some
instances the fee rates for those clients were lower than the management fee for
the Fund and considered that, under the investment advisory agreement with the
Fund, PIM performs additional services for the Fund that it does not provide to
those other clients or services that are broader in scope, including oversight
of the Fund's other service providers and activities related to compliance and
the extensive regulatory and tax regimes to which the Fund is subject. The
Trustees also considered the different entrepreneurial risks associated with
PIM's management of the Fund and the other client accounts. The Trustees
concluded that the management fee payable by the Fund to PIM was reasonable in
relation to the nature and quality of the services provided by PIM.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 49
respect to the Fund in comparison to the limited industry data available and
noted that the profitability of any adviser was affected by numerous factors,
including its organizational structure and method for allocating expenses. The
Trustees concluded that PIM's profitability with respect to the management of
the Fund was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
noted the breakpoints in the management fee schedule. The Trustees recognize
that economies of scale are difficult to identify and quantify, rarely
identifiable on a Fund-by-Fund basis, and that, among other factors that may be
relevant, are the following: fee levels, expense subsidization, investment by
PIM in research and analytical capabilities and PIM's commitment and resource
allocation to the Funds. The Trustees noted that profitability also may be an
indicator of the availability of any economies of scale, although profitability
may vary for other reasons particularly, for example during the recent difficult
periods for financial markets, as the level of services was maintained
notwithstanding a significant decline in PIM's fee revenues from the Funds.
Accordingly, the Trustees concluded that economies of scale, if any, were being
appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Fund. The Trustees considered the character and amount of fees paid by the Fund,
other than under the investment advisory agreement, for services provided by PIM
and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. The Trustees
considered the intangible benefits to PIM by virtue of its relationship with the
Fund and the other Pioneer funds. The Trustees concluded that the receipt of
these benefits was reasonable in the context of the overall relationship between
PIM and the Fund.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
50 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
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 AMT-Free Municipal Fund | Annual Report | 12/31/12 51
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 (62) Trustee since 2006. Chairman and Chief Executive Officer, Director, Broadridge Financial
Chairman of the Board and Serves until a Quadriserv, Inc. (technology products for Solutions, Inc. (investor
Trustee successor trustee is securities lending industry) (2008 - communications and securities
elected or earlier present); private investor (2004 - 2008); processing provider for
retirement or removal. and Senior Executive Vice President, The financial services industry)
Bank of New York (financial and (2009 - present); Director,
securities services) (1986 - 2004) Quadriserv, Inc. (2005 -
present); and Commissioner, New
Jersey State Civil Service
Commission (2011 - present)
---------------------------------------------------------------------------------------------------------------------------------
David R. Bock (69) Trustee since 2005. Managing Partner, Federal City Capital Director of Enterprise Community
Trustee Serves until a Advisors (corporate advisory services Investment, Inc. (privately-held
successor trustee is company) (1997 - 2004 and 2008 - affordable housing finance
elected or earlier present); Interim Chief Executive company) (1985 - 2010); Director
retirement or removal. Officer, Oxford Analytica, Inc. of Oxford Analytica, Inc. (2008
(privately held research and consulting - present); Director of The
company) (2010); Executive Vice President Swiss Helvetia Fund, Inc.
and Chief Financial Officer, I-trax, Inc. (closed-end fund) (2010 -
(publicly traded health care services present); and Director of New
company) (2004 - 2007); and Executive York Mortgage Trust (publicly
Vice President and Chief Financial traded mortgage REIT) (2004 -
Officer, Pedestal Inc. (internet-based 2009, 2012 - present)
mortgage trading company) (2000 - 2002)
---------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (68) Trustee since 2008. William Joseph Maier Professor of Trustee, Mellon Institutional
Trustee Serves until a Political Economy, Harvard University Funds Investment Trust and
successor trustee is (1972 - present) Mellon Institutional Funds
elected or earlier Master Portfolio (oversaw 17
retirement or removal. portfolios in fund complex)
(1989-2008)
---------------------------------------------------------------------------------------------------------------------------------
52 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
---------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Trustee
---------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (65) Trustee since 2004. Founding Director, Vice President and None
Trustee Serves until a Corporate Secretary, The Winthrop Group,
successor trustee is Inc. (consulting firm) (1982-present);
elected or earlier Desautels Faculty of Management, McGill
retirement or removal. 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. President and Chief Executive Officer, Director of New America High
Trustee Serves until a Newbury, Piret & Company, Inc. Income Fund, Inc. (closed-end
successor trustee is (investment banking firm) (1981 - present) investment company) (2004 -
elected or earlier present); and member, Board of
retirement or removal. Governors, Investment Company
Institute (2000 - 2006)
---------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (84) Trustee since 2004. Senior Counsel, Sullivan & Cromwell LLP Director, The Swiss Helvetia
Trustee Serves until a (law firm) (1998 - present); and Partner, Fund, Inc. (closed-end
successor trustee is Sullivan & Cromwell LLP (prior to 1998) investment company); and
elected or earlier Director, Invesco, Ltd.
retirement or removal. (formerly AMVESCAP, PLC)
(investment manager) (1997-2005)
---------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 53
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 of None
Trustee, President and Serves until a Pioneer Investment Management USA Inc.
Chief Executive Officer of successor trustee is ("PIM-USA"); Chairman and a director of
the Fund elected or earlier Pioneer; Chairman and Director of Pioneer
retirement or removal. 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 Nano-C, Inc. (since
2003); Director of Cole Management Inc.
(2004 - 2011); Director of Fiduciary
Counseling, Inc. (until December 2011);
President of all of the Pioneer Funds;
and Retired Partner, Wilmer Cutler
Pickering Hale and Dorr LLP
---------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (54)* Trustee since 2007. Director, CEO and President of PIM-USA None
Trustee and Executive Vice Serves until a (since February 2007); Director and
President successor trustee is President of Pioneer and Pioneer
elected or earlier Institutional Asset Management, Inc.
retirement or removal. (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); 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.
50 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
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 (48) Since 2004. Serves at Vice President and Associate General None
Secretary the discretion of the Counsel of Pioneer since January 2008 and
Board. Secretary of all of the Pioneer Funds
since June 2010; Assistant Secretary of
all of the Pioneer Funds from September
2003 to May 2010; and Vice President and
Senior Counsel of Pioneer from July 2002
to December 2007
---------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (51) Since 2010. Serves at Fund Governance Director of Pioneer since None
Assistant Secretary the discretion of the December 2006 and Assistant Secretary of
Board. all the Pioneer Funds since June 2010;
Manager - Fund Governance of Pioneer from
December 2003 to November 2006; and Senior
Paralegal of Pioneer from January 2000 to
November 2003
---------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (50) Since 2010. Serves at Counsel of Pioneer since June 2007 and None
Assistant Secretary the discretion of the Assistant Secretary of all the Pioneer
Board. Funds since June 2010; and Vice President
and Counsel at State Street Bank from
October 2004 to June 2007
---------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (53) Since 2008. Serves at Vice President - Fund Treasury of Pioneer; None
Treasurer and Chief the discretion of the Treasurer of all of the Pioneer Funds
Financial and Accounting Board. since March 2008; Deputy Treasurer of
Officer of the Fund 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 None
Assistant Treasurer the discretion of the of Pioneer; and Assistant Treasurer of all
Board. of the Pioneer Funds
---------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (54) Since 2004. Serves at Fund Accounting Manager - Fund Treasury of None
Assistant Treasurer the discretion of the Pioneer; and Assistant Treasurer of all of
Board. the Pioneer Funds
---------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 55
Fund Officers (continued)
---------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Officer
---------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (33) Since 2009. Serves at Fund Administration Manager - Fund None
Assistant Treasurer the discretion of the Treasury of Pioneer since November 2008;
Board. Assistant Treasurer of all of the Pioneer
Funds since January 2009; and Client
Service Manager - Institutional Investor
Services at State Street Bank from March
2003 to March 2007
---------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (60) Since 2010. Serves at Chief Compliance Officer of Pioneer and of None
Chief Compliance Officer the discretion of the all the Pioneer Funds since March 2010;
Board. Director of Adviser and Portfolio
Compliance at Pioneer since October 2005;
and Senior Compliance Officer for Columbia
Management Advisers, Inc. from October
2003 to October 2005
---------------------------------------------------------------------------------------------------------------------------------
Kelley O'Donnell (41) Since 2006. Serves at Director--Transfer Agency Compliance of None
Anti-Money Laundering the discretion of the Pioneer and Anti-Money Laundering Officer
Officer Board. of all the Pioneer Funds since 2006
---------------------------------------------------------------------------------------------------------------------------------
56 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
This page for your notes.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 57
This page for your notes.
58 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
This page for your notes.
Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12 59
This page for your notes.
60 Pioneer AMT-Free Municipal Fund | Annual Report | 12/31/12
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
Investment(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) 2013 Pioneer Investments 18644-07-0213
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Trust's seven series,
including fees associated with the initial and routine filings
of its Form N-1A, totaled approximately $74,332 in 2012
and $76,172 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 audit-related services provided to
the Trust during the fiscal years ended December 31, 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 $16,580in 2012 and $16,580 in 2011.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
Other Fees
There were no other services provided to
the Trust during the fiscal years ended December 31, 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.
Non-Audit Services
Beginning with non-audit service contracts entered into on
or after May 6, 2003, the effective date of the new SEC
pre-approval rules, the Trust's audit committee is required
to pre-approve services to affiliates defined by SEC rules
to the extent that the services are determined to have a
direct impact on the operations or financial reporting of the
Trust.
For the years ended December 31, 2012 and 2011, there
were no services provided to an affiliate that required the
Trust's audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Fund and affiliates, as
previously defined, totaled $16,580 in 2012 and $16,580 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 II
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date March 1, 2013
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 March 1, 2013
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date March 1, 2013
* Print the name and title of each signing officer under his or her signature.