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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 811-07611
Pioneer Value Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, 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: September 30
Date of reporting period: October 1, 2004 through September 30, 2005
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
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PIONEER
-----------------------
VALUE
FUND
Annual
Report
9/30/05
[Logo] PIONEER
Investments(R)
Table of Contents
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Letter to Shareowners 1
Portfolio Summary 2
Prices and Distributions 3
Performance Update 4
Comparing Ongoing Fund Expenses 10
Portfolio Management Discussion 12
Schedule of Investments 15
Financial Statements 22
Notes to Financial Statements 32
Report of Independent Registered Public Accounting Firm 42
Trustees, Officers and Service Providers 43
Pioneer Value Fund
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LETTER TO SHAREOWNERS 9/30/05
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Dear Shareowner,
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Questions about the economic outlook moved from theoretical to real when
Hurricanes Katrina and Rita wreaked devastation on people and property across
much of the Gulf Coast. Before the storms struck, the economy had been motoring
forward, with strong profit growth and good jobs numbers being reported across a
range of sectors. Despite ten straight hikes by the Federal Reserve Board,
interest rates were at tolerable levels, and businesses and households were
managing to live with rising energy costs. The Fed raised rates again in
September, suggesting continued concern that inflationary fires are merely
banked, not extinguished. The stimulative effect of massive recovery spending
may have been a factor in the Fed's decision. Damage to many Gulf area
facilities may also keep oil and gasoline supplies tight and restrain GDP growth
for a time. By late in the third quarter, energy prices had backed off peak
levels, but remained high enough to prompt worries over their impact on
consumers and the economy in general.
Consumers are key to the economy's direction. The national savings rate stands
near zero, leaving households with little financial slack to continue absorbing
punishing prices at the pump and in their heating and utility bills; confidence
understandably sagged after the storms. However, U.S. consumers are notably
resilient. If conditions in the job market rebound from storm-induced
disruptions, their behavior seems unlikely to change very much.
Barring surprises, the hurricanes have not undercut our favorable expectations
for the rest of the year. We believe carefully selected, high-quality stocks
and bonds still show potential for solid results even in a slower-growth
environment. With that in mind, our global investment experts are well
positioned to seek attractive opportunities around the world.
Another Fund Group Joins the Pioneer Family
Pioneer Investment Management recently completed the acquisition of AmSouth
Bancorporation's mutual fund management business. This transaction, our fifth
in two years, adds seven new funds to our lineup and expands assets under
management by over $5 billion. Transactions such as these increase our ability
to offer competitively priced products to our shareholders and other investors
through the services of their financial advisors.
Please consider the Fund's investment objectives, risks, charges and expenses.
Contact your advisor or Pioneer investments for a prospectus containing this
information. Please read the information carefully.
Respectfully,
/s/ Osbert M. Hood
Osbert M. Hood, President
Pioneer Investment Management, Inc.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
1
Pioneer Value Fund
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PORTFOLIO SUMMARY 9/30/05
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Portfolio Diversification
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(As a percentage of total investment portfolio)
[The following was represented as a pie chart in the printed materials.]
U.S. Common Stocks 89.2%
International Common Stocks 0.5%
Depositary Receipts for International Stocks 2.9%
Temporary Cash Investments 7.4%
Sector Distribution
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(As a percentage of equity holdings)
[The following was represented as a pie chart in the printed materials.]
Materials 3.3%
Telecommunication Services 5.8%
Consumer Staples 5.9%
Utilities 6.4%
Industrials 7.2%
Health Care 8.5%
Consumer Discretionary 8.9%
Information Technology 9.6%
Energy 20.2%
Financials 24.2%
10 Largest Holdings
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(As a percentage of equity holdings)*
1. Citigroup, Inc. 4.01% 6. Bank of America Corp. 2.88%
2. Altria Group, Inc. 3.75 7. Tyco International, Ltd. 2.87
3. ConocoPhillips 3.66 8. American International 2.59
Group, Inc.
4. Merrill Lynch & Co., Inc. 3.20 9. First Data Corp. 2.55
5. Exxon Mobil Corp. 3.15 10. Cardinal Health, Inc. 2.48
* This list excludes temporary cash and derivative instruments. The Portfolio
is actively managed, and current holdings may be different.
2
Pioneer Value Fund
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PRICES AND DISTRIBUTIONS
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Net Asset Value Per Share
Class 9/30/05 9/30/04
- ------- --------- --------
A $17.55 $18.83
B $16.40 $17.87
C $16.39 $17.87
R $17.10 $18.64
Y $17.59 $18.84
Class 9/30/05 12/11/04
- ----------------- --------- -----------
Investor Class Shares $17.57 $17.30
Distributions Per Share
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10/1/04 - 9/30/05
-------------------------------------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
- ---------------------------------------------------
A $ 0.116 $0.425 $3.1323
B $ - $0.425 $3.1323
C $ - $0.425 $3.1323
R $ - $0.425 $3.1323
Y $0.1808 $0.425 $3.1323
12/11/04 - 9/30/05
-------------------------------------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
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Investor Class Shares $ 0.070 $ 0.170 $ 0.790
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INDEX DEFINITIONS
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The Russell 1000 Value Index measures the performance of large-cap U.S. value
stocks. Index returns assume reinvestment of dividends and, unlike Fund returns,
do not reflect any fees, expenses or sales charges. You cannot invest directly
in an index.
The index defined here pertains to the Value of $10,000 Investment charts on
pages 4-9.
3
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/05 CLASS A SHARES
Investment Returns
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The mountain chart below shows the change in value of a $10,000 investment made
in Pioneer Value Fund at public offering price, compared to that of the Russell
1000 Value Index.
Average Annual Total Returns
(As of September 30, 2005)
Public
Net Asset Offering
Period Value (NAV) Price (POP)
10 Years 7.24% 7.24%
5 Years 4.43 3.20
1 Year 13.81 7.26
[The following was represented as a mountain chart in the printed materials.]
Value of $10,000 Investment
Pioneer Russell 1000
Value Fund Value Index
9/95 9425 10000
11223 11795
9/97 16381 16785
12455 17389
9/99 13932 20644
16203 22484
9/01 14765 20480
12287 17009
9/03 15105 21154
17680 25494
9/05 20121 29748
Call 1-800-225-6292 or visit www.pioneerfunds.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.
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.
4
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/05 CLASS B SHARES
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Investment Returns
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The mountain chart below shows the change in value of a $10,000 investment made
in Pioneer Value Fund, compared to that of the Russell 1000 Value Index.
Average Annual Total Returns
(As of September 30, 2005)
If If
Period Held Redeemed
Life-of-Class
(7/1/96) 5.56% 5.56%
5 Years 3.26 3.26
1 Year 12.66 8.99
[The following was represented as a mountain chart in the printed materials.]
Value of $10,000 Investment
Pioneer Russell 1000
Value Fund Value Index
7/96 10000 10000
10926 10695
9/97 15797 15220
11886 15767
9/99 13149 18719
15097 20387
9/01 13611 18571
11205 15423
9/03 13570 19181
15735 23117
9/05 17727 26974
Call 1-800-225-6292 or visit www.pioneerfunds.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
(CSDC). Effective December 1, 2004, the period during which a CDSC is applied to
withdrawals was shortened to 5 years. The maximum CDSC for class B shares
continues to be 4%. For more complete information, please see the prospectus for
details. Note: Shares purchased prior to December 1, 2004 remain subject to the
CDSC in effect at the time you purchased those shares. For performance
information for shares purchased prior to December 1, 2004, please visit
www.pioneerfunds.com/bshares.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
5
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/05 CLASS C SHARES
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Investment Returns
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The mountain chart below shows the change in value of a $10,000 investment made
in Pioneer Value Fund, compared to that of the Russell 1000 Value Index.
Average Annual Total Returns
(As of September 30, 2005)
If If
Period Held Redeemed
Life-of-Class
(7/1/96) 5.55% 5.55%
5 Years 3.23 3.23
1 Year 12.60 12.60
[The following was represented as a mountain chart in the printed materials.]
Value of $10,000 Investment
Pioneer Russell 1000
Value Fund Value Index
7/96 10000 10000
9/96 10921 10695
15781 15220
9/98 11897 15767
9/99 13166 18719
15119 20387
9/01 13610 18571
11190 15423
9/03 13607 19181
15737 23117
9/05 17721 26974
Call 1-800-225-6292 or visit www.pioneerfunds.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). The performance of Class C shares does not reflect
the 1% front-end sales charge in effect prior to February 1, 2004. If you paid a
1% sales charge, your returns would be lower than those shown above. "If Held"
results represent the percent change in net asset value per share. Returns would
have been lower had sales charges been reflected. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
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.
6
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/05 INVESTOR CLASS SHARES
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Investment Returns
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Average Annual Total Returns
(As of September 30, 2005)
If If
Period Held Redeemed
Life-of-Class
(12/11/04) 7.54% 7.54%
Call 1-800-225-6292 or visit www.pioneerfunds.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.
Certain Pioneer funds (the "Funds") issued Investor Class shares in connection
with the reorganization of Safeco mutual funds. The Funds are not offering
additional Investor Class shares except in connection with the reinvestment of
dividends on the Funds' outstanding Investor Class shares. All Investor Class
shares of the Funds, whenever issued, convert to Class A shares of their
respective Funds on December 10, 2006. Investor Class shares are not subject to
sales charges.
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 does not reflect the deduction of fees and taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
7
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/05 CLASS R SHARES
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Investment Returns
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The mountain chart below shows the change in value of a $10,000 investment made
in Pioneer Value Fund, compared to that of the Russell 1000 Value Index.
Average Annual Total Returns
(As of September 30, 2005)
If If
Period Held Redeemed
10 Years 6.49% 6.49%
5 Years 3.50 3.50
1 Year 11.65 11.65
[The following was represented as a mountain chart in the printed materials.]
Value of a $10,000 Investment
Pioneer Russell 1000
Value Fund Value Index
9/95 10000 10000
11159 11795
9/97 16203 16785
12264 17389
9/99 13645 20644
15793 22484
9/01 14323 20480
11854 17009
9/03 14528 21154
16800 25494
9/05 18757 29748
Call 1-800-225-6292 or visit www.pioneerfunds.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.
The performance of Class R shares for the period prior to the commencement of
operations of Class R shares on 4/1/03 is based on the performance of Class A
shares, reduced to reflect the higher distribution and service fees of Class R
shares. For the period after April 1, 2003, the actual performance of Class R
shares is reflected, which performance may be influenced by the smaller asset
size of Class R shares compared to Class A shares. The performance of Class R
shares does not reflect the 1% CDSC that was in effect prior to July 1, 2004.
Class R shares are not subject to sales charges and are available for limited
groups of investors. All results are historical and assume the reinvestment of
dividends and capital gains. Other share classes are available for which
performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
8
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/05 CLASS Y SHARES
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Investment Returns
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The mountain chart below shows the change in value of a $10,000 investment made
in Pioneer Value Fund, compared to that of the Russell 1000 Value Index.
Average Annual Total Returns
(As of September 30, 2005)
If If
Period Held Redeemed
10 Years 7.30% 7.30%
5 Years 4.55 4.55
1 Year 14.40 14.40
[The following was represented as a mountain chart in the printed materials.]
Value of a $10,000 Investment
Pioneer Russell 1000
Value Fund Value Index
9/95 10000 10000
11218 11795
9/97 16373 16785
12449 17389
9/99 13926 20644
16195 22484
9/01 14757 20480
12281 17009
9/03 15098 21154
17680 25494
9/05 20226 29748
Call 1-800-225-6292 or visit www.pioneerfunds.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.
Performance for periods prior to the inception of Y shares reflects the NAV
performance of the Fund's 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 shown for Y shares prior to their inception (8/11/04) would have
been higher. Class Y shares are not subject to sales charges and are available
for limited groups of eligible investors, including institutional investors. All
results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
9
Pioneer Value Fund
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COMPARING ONGOING FUND EXPENSES
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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 -
$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 Value Fund
Based on actual returns from April 1, 2005 through September 30, 2005
Share Class A B C I R Y
- -------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 4/1/05
Ending Account $1,061.56 $1,056.15 $1,056.09 $1,049.38 $1,050.13 $1,063.89
Value On 9/30/05
Expenses Paid $ 5.01 $ 10.45 $ 10.53 $ 6.23 $ 18.44 $ 3.04
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 0.98%, 2.03%,
2.08%, 3.05%, 0.59% and 0.75% for Class A, Class B, Class C, Class R, Class
Y and Class I, respectively, multiplied by the average account value over
the period, multiplied by 182/365 (to reflect the one-half year period).
10
Pioneer Value Fund
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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 Value Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from April 1, 2005 through September 30, 2005
Share Class A B C I R Y
- --------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 4/1/05
Ending Account $1,020.17 $1,014.87 $1,014.65 $1,021.32 $1,009.76 $1,022.11
Value On 9/30/05
Expenses Paid $ 4.91 $ 10.24 $ 10.32 $ 6.14 $ 18.08 $ 2.97
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 0.98%, 2.03%,
2.08%, 3.05%, 0.59% and 0.75% for Class A, Class B, Class C, Class R, Class
Y and Class I, respectively, multiplied by the average account value over
the period, multiplied by 182/365 (to reflect the one-half year period).
11
Pioneer Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 9/30/05
- --------------------------------------------------------------------------------
U.S. equity markets peaked last spring, then stalled as the high cost of energy
and rising interest rates gave investors pause. Large-cap value stocks once
again led large-cap growth issues, as measured by Russell's 1000 Value and 1000
Growth Indexes, respectively. In the following discussion, Rod Wright, lead
portfolio manager and strategy director of Pioneer's value team, and portfolio
manager Aaron Clark review the market and the economy and describe the factors
that affected the Fund's performance for this 12-month period.
Q: Please describe the investment background over the last 12 months.
A: For the first half of this period, stocks trended higher despite
fast-rising energy costs and repeated hikes in interest rates. But the
market lost steam last spring when it became clear that the Federal Reserve
Board was determined to keep inflation at bay through further rate
increases and that energy prices weren't about to retreat. For the rest of
the period, investors have been assessing the possible impact of these
macroeconomic forces on corporate earnings and consumer spending patterns,
resulting in directionless equity markets, often reacting reflexively to
short-term movements in energy prices. As is often the case during periods
of uncertainty, value stocks delivered better results than more volatile
growth issues.
Q: How did Pioneer Value Fund perform against that background?
A: For the 12 months ended September 30, 2005, Pioneer Value Fund's Class A
shares had a total return at net asset value of 13.81%. This figure lagged
the 16.69% return of the Russell 1000 Value Index, the Fund's benchmark,
for the same period. During the 12-month period, the average return of the
443 funds in Lipper's large-cap value category was 13.36%.
Call 1-800-225-6292 or visit www.pioneerfunds.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.
12
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Q: Which of your decisions or strategies had a positive impact on performance?
A: Continuing increases in oil and gas prices made the energy sector the
period's number one performer and boosted several Fund holdings. Among them
were independent producer Devon Energy, Conoco Phillips, an integrated
energy company, and Suncor, which needs high prices to extract oil
profitably from petroleum-rich shale. But holding an underweight position
in ExxonMobil at a time of rising prices tempered sector results.
Shares of London-based Vodafone, a global operator of mobile phone
networks, rose as wireless telephony continues to take business from
wireline phones. Our avoidance of the slumping Regional Bell Companies also
helped relative returns. In technology, Symantec's announced acquisition of
Veritas Software provided a performance boost. And Finland's Nokia, a
leading manufacturer of mobile telephones, has made a strong turnaround
following a period of disappointments.
In health care, shares of IVAX, a maker of generic medications, rose when
Israel's Teva Pharmaceutical announced plans to acquire it. Shares of
Cardinal Health continued to rise following our opportunistic purchase.
Cardinal, which operates chiefly as a middleman between drug companies and
healthcare providers, has prospered under a revised business model that
removes the risks of holding costly inventory.
Q: Which of the Fund's positions held back results?
A: Our benchmark's strong performance was fueled in part by high-yielding
issues. Because income generation is not a primary mandate for the Fund, we
were underweighted among utilities, the period's second-best sector and one
known for traditionally high yields. Performance suffered as a result.
We were correctly positioned with an underweight stance - compared to our
benchmark - in the weak financial services sector, but unsuccessful stock
selection offset that advantage. Insurance broker Marsh McLennan dropped
abruptly when New York State's Attorney General brought charges of
bid-rigging and other improprieties; rather than await uncertain legal
developments, we took a loss in the position. The cloudy insurance outlook
also pressured shares of Berkshire Hathaway, which has many commitments in
that industry. Regulatory questions also hung over Freddie Mac, the Federal
Home Loan Mortgage Corporation. Lackluster
13
Pioneer Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 9/30/05 (continued)
- --------------------------------------------------------------------------------
performance at First Data Corporation, a processor of credit card
transactions, hurt comparative results.
Results among materials companies benefited from our not owning chemical
giants Dow Chemical and DuPont. However, failure to own Monsanto was a
negative, as shares rose. Tyco, an industrial conglomerate and long-time
Fund holding, slumped after failing to meet management's forecasts. Tyco
appears attractively positioned for the future, and we are retaining the
Fund's position.
Q: What is your outlook for the economy and for value stocks?
A: While undeniably devastating, the Gulf hurricanes will have, we think, only
temporary economic repercussions. In the short term, construction,
machinery and other industries involved in the massive rebuilding effort
will benefit. Taking a longer view, although energy prices were declining
as the period ended, they are significantly higher than a year ago; high
energy prices often foreshadow a cooling economy. The long string of
interest rate hikes also points to slowing growth, as does evidence of
inflation that is popping up in many areas. Consumer spending constitutes
the bulk of U.S. economic activity. High energy prices and rising interest
rates are bound to have an impact on household outlays over the next few
quarters, especially given prevailing low rates of saving. Other
imponderables include the policies that the new head of the Federal Reserve
Board will pursue. More positively, many corporations are in good financial
shape to continue hiring and current interest rates appear manageable. We
are positioning the Fund cautiously given our concerns, but we believe
growth will continue at a more moderate pace.
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. Investing in foreign and/or emerging markets securities
involves risks relating to interest rates, currency exchange rates, economic,
and political conditions. These risks may increase share price volatility.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
14
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/05
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 94.1%
Energy - 17.9%
Integrated Oil & Gas - 11.4%
1,487,000 Chevron Corp. $ 96,253,510
2,214,170 ConocoPhillips 154,792,625
2,092,912 Exxon Mobil Corp. 132,983,628
1,024,400 Occidental Petroleum Corp. 87,514,492
700,000 Suncor Energy, Inc. 42,371,000
--------------
$ 513,915,255
--------------
Oil & Gas Drilling - 2.1%
775,000 ENSCO International, Inc. $ 36,107,250
405,000 Nabors Industries, Inc.* 29,091,150
450,000 Transocean Offshore Inc.* 27,589,500
--------------
$ 92,787,900
--------------
Oil & Gas Equipment & Services - 0.6%
354,000 Halliburton Co.* $ 24,256,080
--------------
Oil & Gas Exploration & Production - 3.8%
630,000 Apache Corp. $ 47,388,600
400,000 Anadarko Petroleum Corp. 38,300,000
1,265,000 Devon Energy Corp. 86,829,600
--------------
$ 172,518,200
--------------
Total Energy $ 803,477,435
--------------
Materials - 4.1%
Diversified Metals & Mining - 1.2%
1,125,000 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 54,663,750
--------------
Forest Products - 1.2%
775,500 Weyerhaeuser Co. $ 53,315,625
--------------
Industrial Gases - 1.1%
1,072,800 Praxair, Inc. $ 51,419,304
--------------
Metal & Glass Containers - 0.6%
720,600 Ball Corp. $ 26,474,844
--------------
Total Materials $ 185,873,523
--------------
The accompanying notes are an integral part of these financial statements. 15
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/05 (continued)
- --------------------------------------------------------------------------------
Shares Value
Capital Goods - 6.1%
Aerospace & Defense - 1.2%
1,078,600 United Technologies Corp. $ 55,914,624
--------------
Construction & Farm Machinery & Heavy Trucks - 2.2%
1,616,000 Deere & Co. $ 98,899,200
--------------
Industrial Conglomerates - 2.7%
4,354,400 Tyco International, Ltd. $ 121,270,040
--------------
Total Capital Goods $ 276,083,864
--------------
Transportation - 0.6%
Air Freight & Couriers - 0.6%
410,600 United Parcel Service $ 28,384,778
--------------
Total Transportation $ 28,384,778
--------------
Media - 7.6%
Broadcasting & Cable TV - 4.1%
3,022,800 Clear Channel Communications, Inc. $ 99,419,892
2,875,000 Comcast Corp.* 84,467,500
--------------
$ 183,887,392
--------------
Movies & Entertainment - 3.5%
5,100,000 Time Warner, Inc. $ 92,361,000
1,956,000 Viacom, Inc. (Class B) 64,567,560
--------------
$ 156,928,560
--------------
Total Media $ 340,815,952
--------------
Retailing - 0.8%
Specialty Stores - 0.8%
1,700,000 Foot Locker, Inc. $ 37,298,000
--------------
Total Retailing $ 37,298,000
--------------
Food, Beverage & Tobacco - 5.6%
Soft Drinks - 2.1%
974,900 The Coca-Cola Co. $ 42,105,931
870,000 PepsiCo, Inc. 49,337,700
--------------
$ 91,443,631
--------------
Tobacco - 3.5%
2,150,000 Altria Group, Inc. $ 158,476,500
--------------
Total Food, Beverage & Tobacco $ 249,920,131
--------------
16 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Health Care Equipment & Services - 5.5%
Health Care Distributors - 2.3%
1,650,000 Cardinal Health, Inc. $ 104,676,000
--------------
Health Care Equipment - 0.7%
1,395,000 Boston Scientific Corp.* $ 32,601,150
--------------
Health Care Facilities - 2.0%
802,200 HCA, Inc. $ 38,441,424
4,500,000 Tenet Healthcare Corp.* 50,535,000
--------------
$ 88,976,424
--------------
Managed Health Care - 0.5%
259,200 Wellpoint, Inc.* $ 19,652,544
--------------
Total Health Care Equipment & Services $ 245,906,118
--------------
Pharmaceuticals & Biotechnology - 2.6%
Pharmaceuticals - 2.6%
1,600,000 Bristol-Myers Squibb Co. $ 38,496,000
1,950,000 Schering-Plough Corp. 41,047,500
766,000 Wyeth 35,442,820
--------------
$ 114,986,320
--------------
Total Pharmaceuticals & Biotechnology $ 114,986,320
--------------
Banks - 3.9%
Diversified Banks - 3.9%
2,887,800 Bank of America Corp. $ 121,576,380
1,146,000 Wachovia Corp. 54,538,140
--------------
$ 176,114,520
--------------
Total Banks $ 176,114,520
--------------
Diversified Financials - 13.5%
Asset Management & Custody Banks - 1.3%
2,098,900 The Bank of New York Co., Inc. $ 61,728,649
--------------
Consumer Finance - 1.9%
4,600,000 Providian Financial Corp.* $ 81,328,000
--------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/05 (continued)
- --------------------------------------------------------------------------------
Shares Value
Investment Banking & Brokerage - 6.5%
813,000 Goldman Sachs Group, Inc. (b) $ 98,844,540
500,000 Lehman Brothers Holdings, Inc. 58,240,000
2,203,000 Merrill Lynch & Co., Inc. 135,154,050
--------------
$ 292,238,590
--------------
Diversified Financial Services - 3.8%
3,723,600 Citigroup, Inc. $ 169,498,272
--------------
Total Diversified Financials $ 604,793,511
--------------
Insurance - 5.4%
Life & Health Insurance - 1.2%
2,575,000 UNUM Corp. (b) $ 52,787,500
--------------
Multi-Line Insurance - 2.4%
1,767,000 American International Group, Inc. $ 109,483,320
--------------
Property & Casualty Insurance - 1.8%
1,430,000 Allstate Corp. $ 79,064,700
--------------
Total Insurance $ 241,335,520
--------------
Software & Services - 6.3%
Data Processing & Outsourced Services - 2.4%
2,700,000 First Data Corp. $ 108,000,000
--------------
IT Consulting & Other Services - 1.0%
1,800,000 Accenture, Ltd.* $ 45,828,000
--------------
Systems Software - 2.9%
3,086,600 Microsoft Corp. $ 79,418,218
2,251,596 Symantec Corp.* 51,021,165
--------------
$ 130,439,383
--------------
Total Software & Services $ 284,267,383
--------------
Technology Hardware & Equipment - 2.7%
Communications Equipment - 1.8%
1,450,000 Motorola, Inc. $ 32,030,500
2,835,000 Nokia Corp. (A.D.R.) 47,939,850
--------------
$ 79,970,350
--------------
Computer Hardware - 0.9%
1,481,500 Hewlett-Packard Co. $ 43,259,800
--------------
Total Technology Hardware & Equipment $ 123,230,150
--------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Telecommunication Services - 5.5%
Integrated Telecommunication Services - 4.0%
600,000 Alltel Corp. $ 39,066,000
2,391,600 BellSouth Corp. 62,899,080
3,303,359 Sprint Nextel Corp.* 78,553,877
--------------
$ 180,518,957
--------------
Wireless Telecommunication Services - 1.5%
1,765,000 Vodafone Group Plc (A.D.R.) $ 45,837,050
8,000,000 Vodafone Group Plc 20,793,391
--------------
$ 66,630,441
--------------
Total Telecommunication Services $ 247,149,398
--------------
Utilities - 6.0%
Electric Utilities - 4.0%
484,000 Dominion Resources, Inc. $ 41,691,760
1,100,000 Edison International 52,008,000
464,800 Entergy Corp. 34,543,936
957,400 Exelon Corp. 51,163,456
--------------
$ 179,407,152
--------------
Independent Power Producer & Energy Traders - 2.0%
259,200 Constellation Energy Group $ 15,966,720
650,000 TXU Corp. 73,372,000
--------------
$ 89,338,720
--------------
Total Utilities $ 268,745,872
--------------
TOTAL COMMON STOCKS
(Cost $3,424,214,254) $4,228,382,475
--------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/05 (continued)
- --------------------------------------------------------------------------------
Principal
Amount Value
TEMPORARY CASH INVESTMENTS - 7.5%
Repurchase Agreement - 5.6%
$250,000,000 UBS Warburg, Inc., 3.25%, dated 9/30/05,
repurchase price of $250,000,000 plus
accrued interest on 10/3/05 collateralized
by $56,817,000 U.S Treasury Note, 3.375%,
2/28/07 and $190,510,000 U.S. Treasury
Note, 6.125%, 8/15/07 $ 250,000,000
Shares
Time Deposits - 1.9%
16,815,489 Bank of Nova Scotia $ 16,815,489
7,053,478 Bank of Scotland 7,053,478
18,809,272 BNP Paribas 18,809,272
18,809,272 Dresdner Bank AG 18,809,272
25,392,518 Rabobank Nederland N.V. 25,392,518
--------------
$ 86,880,029
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $336,880,029) $ 336,880,029
--------------
TOTAL INVESTMENTS IN SECURITIES - 101.6%
(Cost $3,761,094,272) $4,565,262,504
--------------
OTHER ASSETS AND LIABILITIES - (1.6)% $ (70,370,121)
--------------
TOTAL NET ASSETS - 100.0% $4,494,892,383
==============
(A.D.R.) American Depositary Receipt
* Non-Income producing security
(a) At September 30, 2005, the net unrealized gain on investments for federal
income tax puposes of $3,772,524,521 was as follows
Aggregate gross unrealized gain for all investments in which there is
an excess of value over tax cost $854,416,797
------------
Aggregate gross unrealized loss for all investments in which there is
an excess of tax cost over value (61,678,814)
------------
Net unrealized gain $792,737,983
============
20 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(b) At September 31, 2005, the following securities were out on loan:
Shares Security Market Value
289,132 Eastman Kodak, Inc. (c) $ 7,034,582
300,000 Goldman Sachs Group, Inc. 36,474,000
2,035,241 UNUM Corp. 41,722,441
-----------
Total $85,231,023
===========
(c) Pending sale at 9/30/05
Purchases and sales of securities (excluding temporary cash investments) for the
year ended September 30, 2005 aggregated $2,109,877,987 and $2,571,573,809,
respectively.
The accompanying notes are an integral part of these financial statements. 21
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 9/30/05
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities (including securities loaned of
$85,231,023) (cost $3,761,094,272) $4,565,262,504
Cash 28,732,162
Receivables -
Investment securities sold 139,036,613
Fund shares sold 1,739,846
Dividends, interest and foreign taxes withheld 5,985,545
Other 65,646
--------------
Total assets $4,740,822,316
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 154,371,931
Fund shares repurchased 3,232,929
Upon return of securities loaned 86,880,029
Due to affiliates 990,891
Accrued expenses 454,153
--------------
Total liabilities $ 245,929,933
--------------
NET ASSETS:
Paid-in capital $3,668,949,171
Undistributed net investment income 22,048,959
Accumulated net realized gain on investments and foreign
currency transactions (273,979)
Net unrealized gain on investments 804,168,232
--------------
Total net assets $4,494,892,383
==============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $3,997,849,173/227,763,026 shares) $ 17.55
==============
Class B (based on $51,163,741/3,119,200 shares) $ 16.40
==============
Class C (based on $8,926,224/544,644 shares) $ 16.39
==============
Investor Class (based on $125,647,019/7,151,014 shares) $ 17.57
==============
Class R (based on $34,045/1,991 shares) $ 17.10
==============
Class Y (based on $311,272,181/17,692,908 shares) $ 17.59
==============
MAXIMUM OFFERING PRICE:
Class A ($17.55 [divided by] 94.25%) $ 18.62
==============
22 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended 9/30/05
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $292,590) $ 71,851,824
Interest 1,697,522
Income from securities loaned, net 139,835
------------
Total investment income $ 73,689,181
------------
EXPENSES:
Management fees
Basic Fee $ 24,158,168
Performance Adjustment (2,848,006)
Transfer agent fees and expenses
Class A 6,469,789
Class B 138,925
Class C 45,989
Investor Class 181,454
Class R 473
Class Y 644
Distribution fees
Class A 9,088,382
Class B 303,278
Class C 91,514
Class R 119
Administrative reimbursements 782,002
Custodian fees 141,297
Registration fees 103,595
Professional fees 202,249
Printing expense 398,068
Fees and expenses of nonaffiliated trustees 81,127
Miscellaneous 111,215
------------
Total expenses $ 39,450,282
Less fees paid indirectly (94,446)
------------
Net expenses $ 39,355,836
------------
Net investment income $ 34,333,345
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain on:
Investments $364,851,453
Other assets and liabilities denominated in foreign
currencies 220,678 $365,072,131
------------ ------------
Change in net unrealized gain (loss) on:
Investments $120,247,329
Other assets and liabilities denominated in foreign
currencies (4,270) $120,243,059
------------ ------------
Net gain on investments and foreign currency transactions $485,315,190
------------
Net increase in net assets resulting from operations $519,648,535
============
The accompanying notes are an integral part of these financial statements. 23
Pioneer Value Fund
- -----------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------
For the Years Ended 9/30/05 and 9/30/04
Year Ended Year Ended
9/30/05 9/30/04
FROM OPERATIONS:
Net investment income $ 34,333,345 $ 26,854,247
Net realized gain on investments and futures contracts 365,072,131 410,577,522
Change in net unrealized gain on investments 120,243,059 142,427,737
-------------- ---------------
Net increase in net assets resulting
from operations $ 519,648,535 $ 579,859,506
-------------- ---------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.12 and $0.14 per share, respectively) $ (25,577,281) $ (28,499,251)
Investor Class ($0.07 and $0.00 per share,
respectively) (494,415) -
Class R ($0.00 and $0.09 per share, respectively) - (18)
Class Y ($0.18 and $0.00 per share, respectively) (88,697) -
Net realized gain:
Class A ($3.56 and $0.04 per share, respectively) $ (712,796,982) $ (8,442,480)
Class B ($3.56 and $0.04 per share, respectively) (5,912,060) (57,538)
Class C ($3.56 and $0.04 per share, respectively) (1,766,558) (17,230)
Investor Class ($0.96 and $0.00 per share,
respectively) (6,586,748) -
Class R ($3.56 and $0.04 per share, respectively) (3,431) (1)
Class Y ($3.56 and $0.00 per share, respectively) (1,279,809) -
-------------- ---------------
Total distributions to shareowners $ (754,505,981) $ (37,016,518)
-------------- ---------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 188,636,084 $ 154,313,837
Shares issued in reorganization 567,020,957 -
Reinvestment of distributions 705,941,513 33,639,128
Cost of shares repurchased (521,289,250) (394,332,655)
-------------- ---------------
Net increase (decrease) in net assets resulting
from Fund share transactions $ 940,309,304 $(206,379,690)
-------------- ---------------
Net increase in net assets $ 705,451,859 $ 336,463,298
NET ASSETS:
Beginning of year 3,789,440,524 3,452,977,226
-------------- ---------------
End of year (including undistributed net investment
income of $22,048,959 and $13,655,329
respectively) $4,494,892,383 $3,789,440,524
============== ==============
24 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
CLASS A '05 Shares '05 Amount '04 Shares '04 Amount
Shares sold 9,244,764 $ 164,906,907 7,254,846 $ 132,850,875
Shares issued in
reorganization 6,351,296 110,131,470
Reinvestment of distributions 39,775,790 691,163,792 1,882,875 33,571,800
Less shares repurchased (26,554,629) (476,508,621) (20,956,950) (383,611,951)
----------- -------------- ----------- --------------
Net increase (decrease) 28,817,221 $ 489,693,548 (11,819,229) $ (217,189,276)
=========== ============== =========== ==============
CLASS B
Shares sold 338,605 $ 5,696,208 821,981 $ 14,282,504
Shares issued in
reorganization 1,481,298 24,011,839
Reinvestment of distributions 329,840 5,377,266 3,250 52,391
Less shares repurchased (845,504) (14,304,832) (412,570) (7,199,035)
----------- -------------- ----------- --------------
Net increase 1,304,239 $ 20,780,481 412,661 $ 7,135,860
=========== ============== =========== ==============
CLASS C
Shares sold 144,059 $ 2,414,742 304,266 $ 5,316,476
Reinvestment of distributions 93,738 1,527,246 924 14,922
Less shares repurchased (206,212) (3,491,263) (202,030) 3,518,368
----------- -------------- ----------- --------------
Net increase 31,585 $ 450,725 103,160 $ 8,849,766
=========== ============== =========== ==============
INVESTOR CLASS
Shares sold 7,745 $ 134,553
Shares issued in
reorganization 7,975,352 137,973,598
Reinvestment of distributions 370,664 6,503,458
Less shares repurchased (1,202,747) (21,250,235)
----------- --------------
Net increase 7,151,014 $ 123,361,374
=========== ==============
CLASS R
Shares sold 1,614 $ 28,279 620 $ 11,646
Reinvestment of distributions 193 3,302 1 15
Less shares repurchased (355) (6,169) (118) (2,174)
----------- -------------- ----------- --------------
Net increase 1,452 $ 25,412 503 $ 9,487
=========== ============== =========== ==============
CLASS Y
Shares sold 863,316 $ 15,455,395 99,435 $ 1,852,336
Shares issued in
reorganization 16,968,012 294,904,050
Reinvestment of distributions 78,254 1,366,449 - -
Less shares repurchased (316,049) (5,728,130) (60) (1,127)
----------- -------------- ----------- --------------
Net increase 17,593,533 $ 305,997,764 99,375 $ 1,851,209
=========== ============== =========== ==============
The accompanying notes are an integral part of these financial statements. 25
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended
CLASS A 9/30/05 9/30/04
Net asset value, beginning of period $ 18.83 $ 16.25
---------- ----------
Increase (decrease) from investment operations:
Net investment income $ 0.14 $ 0.14
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 2.26 2.62
---------- ----------
Net increase (decrease) from investment operations $ 2.40 $ 2.76
Distributions to shareowners:
Net investment income (0.12) (0.14)
Net realized loss (3.56) (0.04)
---------- ----------
Net increase (decrease) in net asset value $ (1.28) $ 2.58
---------- ----------
Net asset value, end of period $ 17.55 $ 18.83
========== ==========
Total return* 13.81% 17.04%
Ratio of net expenses to average net assets+ 0.98% 1.02%
Ratio of net investment income to average net assets+ 0.85% 0.72%
Portfolio turnover rate 53% 40%
Net assets, end of period (in thousands) $3,997,849 $3,745,950
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.97% 1.02%
Net investment income 0.86% 0.72%
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended
CLASS A 9/30/03 9/30/02 9/30/01
Net asset value, beginning of period $ 15.29 $ 19.12 $ 22.67
---------- --------- ---------
Increase (decrease) from investment operations:
Net investment income $ 0.11 $ 0.15 $ 0.17
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 3.20 (3.17) (2.05)
---------- --------- ---------
Net increase (decrease) from investment operations $ 3.31 $ (3.02) $ (1.88)
Distributions to shareowners:
Net investment income (0.24) (0.09) (0.14)
Net realized loss (2.11) (0.72) (1.52)
---------- --------- ---------
Net increase (decrease) in net asset value $ 0.96 $ (3.83) $ (3.55)
---------- --------- ---------
Net asset value, end of period $ 16.25 $ 15.29 $ 19.12
========== ========= =========
Total return* 22.94% (16.78)% (8.88)%
Ratio of net expenses to average net assets+ 1.19% 1.16% 1.01%
Ratio of net investment income to average net assets+ 0.85% 0.74% 0.76%
Portfolio turnover rate 40% 61% 3%
Net assets, end of period (in thousands) $3,424,962 $3,016,623 $3,885,560
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.19% 1.16% 0.99%
Net investment income 0.85% 0.74% 0.78%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of 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 assuming no reduction for fees paid indirectly.
** Annualized
The accompanying notes are an integral part of these financial statements. 26
- --------------------------------------------------------------------------------
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS B 9/30/05 9/30/04 9/30/03 9/30/02 9/30/01
Net asset value, beginning of period $ 17.87 $ 15.45 $ 14.71 $ 18.53 $ 22.11
------- ------- ------- -------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.04) $ (0.04) $ (0.13) $ (0.08) $ 0.01
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 2.13 2.50 3.08 (3.02) (2.06)
------- ------- ------- -------- -------
Net increase (decrease) from investment operations $ 2.09 $ 2.46 $ 2.95 $ (3.10) $ (2.05)
Distributions to shareowners:
Net investment income - - (0.10) - -
Net realized loss (3.56) (0.04) (2.11) (0.72) (1.53)
------- ------- ------- -------- -------
Net increase (decrease) in net asset value $ (1.47) $ 2.42 $ 0.74 $ (3.82) $ (3.58)
------- ------- ------- -------- -------
Net asset value, end of period $ 16.40 $ 17.87 $ 15.45 $ 14.71 $ 18.53
======= ======= ======= ======== =======
Total return* 12.66% 15.95% 21.11% (17.68)% (9.84)%
Ratio of net expenses to average net assets+ 2.03% 1.89% 2.69% 2.28% 2.07%
Ratio of net investment loss to average net assets+ (0.21)% (0.15)% (0.66)% (0.38)% (0.30)%
Portfolio turnover rate 53% 40% 40% 61% 3%
Net assets, end of period (in thousands) $51,164 $32,440 $21,666 $ 17,976 $22,372
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.02% 1.89% 2.68% 2.29% 2.05%
Net investment loss (0.20)% (0.15)% (0.65)% (0.39)% (0.28)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of 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 assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 27
- --------------------------------------------------------------------------------
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS C 9/30/05 9/30/04 9/30/03 9/30/02 9/30/01
Net asset value, beginning of period $ 17.87 $ 15.49 $ 14.69 $ 18.53 $ 22.16
------- ------- ------- -------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.04) $ (0.09) $ (0.12) $ (0.10) $ 0.04
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 2.12 2.51 3.13 (3.02) (2.12)
------- ------- ------- -------- -------
Net increase (decrease) from investment operations $ 2.08 $ 2.42 $ 3.01 $ (3.12) $ (2.08)
Distributions to shareowners:
Net investment income - - (0.10) - (0.02)
Net realized gain (3.56) (0.04) (2.11) (0.72) (1.53)
------- ------- ------- -------- -------
Net increase (decrease) in net asset value $ (1.48) $ 2.38 $ 0.80 $ (3.84) $ (3.63)
------- ------- ------- -------- -------
Net asset value, end of period $ 16.39 $ 17.87 $ 15.49 $ 14.69 $ 18.53
======= ======= ======= ======== =======
Total return* 12.60% 15.66% 21.61% (17.79)% (9.98)%
Ratio of net expenses to average net assets+ 2.08% 2.21% 2.48% 2.32% 2.15%
Ratio of net investment loss to average net assets+ (0.25)% (0.47)% (0.44)% (0.42)% (0.39)%
Portfolio turnover rate 53% 40% 40% 61% 3%
Net assets, end of period (in thousands) $ 8,926 $ 9,168 $ 6,349 $ 4,256 $ 4,431
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.07% 2.20% 2.47% 2.32% 2.11%
Net investment loss (0.24)% (0.46)% (0.43)% (0.42)% (0.35)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 28
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
For the period
from 12/11/04
(Commencement
of Operations) to
INVESTOR CLASS 9/30/05
Net asset value, beginning of period $ 17.30
-------
Increase from investment operations:
Net investment income $ 0.15
Net realized and unrealized gain on investments and
foreign currency transactions 1.15
-------
Net increase from investment operations $ 1.30
Distributions to shareowners:
Net investment income (0.07)
Net realized loss (0.96)
-------
Net increase in net asset value $ 0.27
-------
Net asset value, end of period $ 17.57
=======
Total return* 7.54%***
Ratio of net expenses to average net assets+ 0.75%**
Ratio of net investment income to average net assets+ 1.03%**
Portfolio turnover rate 53%
Net assets, end of period (in thousands) $125,647
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.74%**
Net investment income 1.04%**
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
*** Not Annualized
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 29
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended 4/1/03 to
CLASS R 9/30/05 9/30/04 9/30/03
Net asset value, beginning of period $ 18.64 $ 16.24 $ 13.91
------- ------- -------
Increase from investment operations:
Net investment income (loss) $ (0.18) $ (0.12) $ 0.05
Net realized and unrealized gain on
investments and foreign currency
transactions 2.20 2.65 2.34
------- ------- -------
Net increase from investment operations $ 2.02 $ 2.53 $ 2.39
Distributions to shareowners:
Net investment income - (0.09) (0.06)
Net realized loss (3.56) (0.04) -
------- ------- -------
Net increase (decrease) in net asset value $ (1.54) $ 2.40 $ 2.33
------- ------- -------
Net asset value, end of period $ 17.10 $ 18.64 $ 16.24
======= ======= =======
Total return* 11.65% 15.64% 17.19%
Ratio of net expenses to average net assets+ 3.05% 2.79% 1.42%**
Ratio of net investment income (loss) to average
net assets+ (1.17)% (1.02)% 0.71%**
Portfolio turnover rate 53% 40% 40%
Net assets, end of period (in thousands) $ 34 $ 10 $ 1
Ratios assuming reduction for fees
paid indirectly:
Net expenses 3.03% 2.77% 1.42%**
Net investment income (loss) (1.15)% (1.00)% 0.71%**
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
30 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
For the period
from 8/11/04
(Commencement
Year Ended of Operations) to
CLASS Y 9/30/05 9/30/04
Net asset value, beginning of period $ 18.84 $ 18.16
-------- -------
Increase from investment operations:
Net investment income $ 0.12 $ 0.02
Net realized and unrealized gain on investments
and foreign currency transactions 2.37 0.66
-------- -------
Net increase from investment operations $ 2.49 $ 0.68
-------- -------
Distributions to shareowners:
Net investment income $ (0.18) $ -
Net realized loss (3.56)
-------- -------
Net increase (decrease) in net asset value $ (1.25) $ 0.68
-------- -------
Net asset value, end of period $ 17.59 $ 18.84
======== =======
Total return* 14.40% 3.74%(a)
Ratio of net expenses to average net assets+ 0.59% 0.61%**
Ratio of net investment income to average
net assets+ 1.50% 1.37%**
Portfolio turnover rate 53% 40%
Net assets, end of period (in thousands) $311,272 $ 1,872
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.59% 0.61%**
Net investment income 1.51% 1.37%**
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of 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.
(a) Not annualized
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 31
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/05
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Value Fund (the Fund), is a Delaware statutory trust registered under
the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is reasonable income
and growth of capital.
The Trustees have authorized the issuance of six classes of shares of the Fund.
The Fund offers six classes of shares designated as Class A, Class B, Class C,
Investor Class, Class R and Class Y shares. Investor Class shares were first
issued on December 10, 2004. Class R shares were first publicly offered on
April 1, 2003 and Class Y shares were first publicly offered on August 11,
2004. The Fund is not offering additional Investor Class shares except in
connection with the reinvestment of dividends on the Fund's outstanding
Investor Class shares. Each class of shares represents an interest in the same
portfolio of investments of the Fund and has equal rights to voting,
redemptions, dividends and liquidation, except that each class of shares can
bear different transfer agent and distribution fees and have exclusive voting
rights with respect to the distribution plans that have been adopted by Class
A, Class B, Class C and Class R shareowners, respectively. There is no
distribution plan for Class Y and Investor Class shares.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Fund to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gains and losses on investments during the
reporting period. Actual results could differ from those estimates. The
following is a summary of significant accounting policies followed by the Fund
in preparation of its financial statements, which are consistent with those
policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. In
computing the net asset value, securities are valued at the last sale price
on the principal exchange where
32
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
they are traded. Securities that have not traded on the date of valuation,
or securities for which sale prices are not generally reported, are valued
at the mean between the last bid and asked prices. Securities for which
market quotations are not readily available are valued at their fair
values as determined by, or under the direction of, the Board of Trustees.
Trading in foreign securities is substantially completed each day at
various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. The Fund also may use the fair value of a
security including a non U.S. security when the closing market price on
the principal exchange where the security is traded no longer reflects the
value of the security. At September 30, 2005 there were no securities fair
valued. Temporary cash investments are valued at amortized cost.
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in the exercise of reasonable diligence. Interest income is recorded
on the accrual basis. Dividend and interest income are reported net of
unrecoverable foreign taxes withheld at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
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 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.
33
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/05 (continued)
- --------------------------------------------------------------------------------
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income and net realized capital gains, if
any, to its shareowners. Therefore, no federal income tax provision is
required.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Fund's distributions may
be shown in the accompanying financial statements as either from or in
excess of net investment income or net realized gain on investment
transactions, or from paid-in capital, depending on the type of book/tax
differences that may exist.
The tax character of distributions paid during the year ended September
30, 2005 and 2004 was as follows:
- --------------------------------------------------------------------------------
2005 2004
---------------- --------------
Distributions paid from:
Ordinary income $ 72,054,389 $ 28,499,269
Long-term capital gain 682,451,592 8,517,249
------------- ------------
Return of capital - -
------------- ------------
Total $ 754,505,981 $ 37,016,518
============= ============
- --------------------------------------------------------------------------------
The following shows the components of distributable earnings on a federal
income tax basis at September 30, 2005.
- --------------------------------------------------------------------------------
2005
--------------
Undistributed ordinary income $ 22,048,959
Undistributed long-term gain 11,156,268
Unrealized appreciation 792,747,984
------------
Total $825,953,211
============
- --------------------------------------------------------------------------------
The difference between book-basis and tax-basis unrealized appre
ciation is attributable to the tax deferral of losses on wash sales.
At September 30, 2005, The Fund reclassified $220,678 to increase
undistributed net investment income and $220,678 to decrease accumulated
net realized gain on investments and
34
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
foreign currency transactions to reflect permanent book/tax differences.
This reclassification has no impact on the net asset value of the fund and
is designed to present the Fund's capital accounts on a tax basis.
D. Forward Foreign Currency Contracts
The Fund enters into forward foreign currency contracts (contracts) for the
purchase or sale of a specific foreign currency at a fixed price on a
future date as a hedge or cross-hedge against either specific investment
transactions (settlement hedges) or portfolio positions (portfolio hedges).
All contracts are marked to market daily at the applicable exchange rates,
and any resulting unrealized gains or losses are recorded in the Fund's
financial statements. The Fund records realized gains and losses at the
time a portfolio hedge is offset by entry into a closing transaction or
extinguished by delivery of the currency. Risks may arise upon entering
into these contracts from the potential inability of counterparties to meet
the terms of the contract and from unanticipated movements in the value of
foreign currencies relative to the U.S. dollar. As of September 30, 2005,
the Fund had no outstanding settlement or portfolio hedges.
E. 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 UniCredito Italiano S.p.A.
(UniCredito Italiano), earned $368,791 in underwriting commissions on the
sale of Class A shares during the year ended September 30, 2005.
F. Class Allocations
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). Investor Class and Class Y shares are not
subject to a distribution plan. Shareowners of each class share all
expenses and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services, which are allocated
based on the number of accounts in each class and the ratable allocation of
related out-of-pocket expenses (see Note 3). Income, common expenses and
35
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/05 (continued)
- --------------------------------------------------------------------------------
realized and unrealized gains and losses are calculated at the Fund level
and allocated daily to each class of shares based on the respective
percentage of adjusted net assets at the beginning of the day.
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, at the same time, and in the same amount,
except that Class A, Class B, Class C, Investor Class, Class R and Class Y
shares can bear different transfer agent and distribution fees.
G. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value
of the underlying securities (collateral), including accrued interest
received from counterparties, is required to be at least equal to or in
excess of the value of the repurchase agreement at the time of purchase.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian, or subcustodians. The Fund's
investment adviser, Pioneer Investment Management, Inc. (PIM), is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
H. Security Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors, with the Fund's custodian acting as the
lending agent. When entering into a loan, the Fund receives collateral,
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Fund also continues to receive interest or
payments in lieu of dividends on the securities loaned. Gain or loss in the
fair value of the loaned securities that may occur during the term of the
loan will be for the account of the Fund. The loans are secured by
collateral of at least 102%, at all times, of the fair value of the
securities loaned. The amount of the collateral will be adjusted daily to
reflect any price fluctuation in the value of the loaned securities. The
Fund has the right under the lending agreements to recover the securities
from the borrower on demand. The Fund invests cash collateral in interest
bearing bank deposits.
36
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredito Italiano, manages the
Fund's portfolio. PIM receives a basic fee that is calculated at the annual
rate of 0.60% of the Fund's average daily net assets up to $5 billion, 0.575%
on the next $5 billion and 0.55% on the excess over $10 billion. The basic fee
is subject to a performance adjustment (limited to a maximum of -0.10% applied
to average assets during the measurement period) based on the Fund's investment
performance as compared with the Russell 1000[RegTM] Value Index over a rolling
36-month period. In addition, the fee is further limited to a maximum
annualized rate adjustment of -0.10% (a "ceiling" and a "floor") applied to
average assets during the current month. Effective August 1, 2004, PIM
commenced a voluntary waiver of the minimum fee provision (the "floor"), but
may reimpose it in the future. Pursuant to a shareowner vote on April 17, 2003
the benchmark was changed from the Lipper Growth & Income Funds Index effective
May 1, 2003; however, the Lipper Growth & Income Index will be used for monthly
periods prior to May 1, 2003 until it is eventually phased out. For the year
ended September 30, 2005, the aggregate performance adjustment resulted in a
decrease to the basic fee of $2,848,006. For the year ended September 30, 2005,
the net management fee was equivalent to 0.53% of average daily net assets.
Through December 10, 2006, PIM has agreed not to impose all or a portion of its
management fees and to assume other operating expenses (excluding taxes,
commissions, interest and extraordinary expenses) of the Fund to the extent
necessary to limit Investor Class expenses to 1.10% of the average daily net
assets attributable to Investor Class shares.
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. At September 30, 2005, $101,935 was payable to
PIM related to management fees, administration costs and certain other services
and is included in due to affiliates.
37
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/05 (continued)
- --------------------------------------------------------------------------------
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in due to affiliates is $861,164 in transfer agent
fees payable to PIMSS at September 30, 2005.
4. Distribution and Service Plans
The Fund adopted a Plan of Distribution with respect to Class A, Class B, Class
C and Class R shares in accordance with Rule 12b-1 under the Investment Company
Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service fee of
up to 0.25% of the average daily net assets attributable to Class A shares in
reimbursement of its actual expenditures to finance activities primarily
intended to result in the sale of Class A shares. Pursuant to the Class B Plan
and the Class C Plan, the Fund pays PFD 1.00% of the average daily net assets
attributable to each class of shares. The fee consists of a 0.25% service fee
and a 0.75% distribution fee paid as compensation for personal services and/or
account maintenance services or distribution services with regard to Class B
and Class C shares. Pursuant to the Class R Plan, the Fund pays PFD 0.50% of
the average daily net assets attributable to Class R shares as compensation for
distribution services. Included in due to affiliates is $27,792 in distribution
fees payable to PFD at September 30, 2005.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay as compensation to
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 Y and Investor
Class shares) may be subject to a contingent deferred sales charge (CDSC).
Effective February 1, 2004, a CDSC of 1.00% may be imposed on redemptions of
certain net asset value purchases of Class A shares within 18 months of
purchase (12 months for shares purchased prior to February 1, 2004). Effective
December 1, 2004 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. Shares
38
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
purchased prior to December 1, 2004, remain subject to the CDSC in effect at the
time those shares were purchased. Redemptions of Class C shares within one year
of purchase are subject to a CDSC of 1.00%. Redemptions of Class R shares within
18 months of purchase were subject to a CDSC of 1.00%. Effective July 1, 2004,
the CDSC on Class R shares was eliminated. Proceeds from the CDSCs are paid to
PFD. For the year ended September 30, 2005, CDSCs in the amount of $47,913 were
paid to PFD.
5. Commission Recapture and Expense Offset Arrangements
Effective July 15, 2005, the Fund has entered into commission recapture
arrangements with brokers with whom PIM places trades on behalf of the Fund
where they provide services to the Fund in addition to trade execution. These
services included payments of certain expenses on behalf of the Fund. For the
year ended September 30, 2005, expenses were reduced by $4,286 under this
agreement. In addition, the Fund has entered into certain expense offset
arrangements with PIMSS resulting in a reduction in the Fund's total expenses
due to interest earned on cash held by PIMSS. For the year ended September 30,
2005, the Fund's expenses were reduced by $90,160 under such arrangements.
6. Line of Credit
The Fund, along with certain others in the Pioneer Family of Funds (the Funds),
collectively participate in a $50 million committed, unsecured revolving line
of credit facility. Borrowings are used solely for temporary or emergency
purposes. The Fund may borrow up to the lesser of $50 million or the limits set
by its prospectus for borrowings. Interest on collective borrowings is payable
at the Federal Funds Rate plus 1/2%, on an annualized basis. The Funds pay an
annual commitment fee for this facility. The commitment fee is allocated among
such Funds based on their respective borrowing limits. For the year ended
September 30, 2005, the Fund had no borrowings under this agreement.
7. Merger Information
On December 8, 2004, beneficial owners of Safeco Large-Cap Value Fund (one of
the series that comprised Safeco Common Stock Trust) approved a proposed
Agreement and Plan of Reorganization that provided for the merger listed below.
This tax-free reorganization was
39
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/05 (continued)
- --------------------------------------------------------------------------------
accomplished on December 10, 2004, by exchanging all of the Safeco Fund's net
assets for Investor Class shares, based on the Fund's Class A shares' ending
net asset value. The following charts show the details of the reorganization as
of that closing date ("Closing Date"):
- --------------------------------------------------------------------------------------
Pioneer Safeco Large-Cap Pioneer
Value Fund Value Fund Value Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
---------------------- ---------------------- ----------------------
Net Assets $3,928,863,026 $137,973,598 $4,079,685,285
Shares Out-
standing 227,295,131 7,250,390 235,410,358
Investor Class
Shares Issued - - 7,975,352
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Unrealized
Appreciation Accumulated
on Closing Realized Gain
Date (on Closing Date)
-------------- ------------------
Safeco Large-Cap Value Fund $ 32,305,797 $ 14,519,243
- --------------------------------------------------------------------------------------
In addition, on September 22, 2005, beneficial owners of AmSouth Value Fund
approved a proposed Agreement and Plan of Reorganization that provided for the
merger listed below. This tax-free reorganization was accomplished on September
23, 2005, by exchanging all of AmSouth Value Fund's net assets for Value Fund's
shares, based on Value Fund's Class A, Class B, Class C, Investor Class, Class
R and Class Y shares' ending net asset value, respectively. The following
charts show the details of the reorganizations as of that closing date
("Closing Date"):
40
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Pioneer Value Fund AmSouth Value Fund Pioneer Value Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- --------------------------------------------------------------------------------------------
Net Assets
Class A $3,846,864,590 $110,131,470 $3,956,996,060
Class B $ 26,743,819 $ 24,011,838 $ 50,755,657
Class C $ 8,808,028 $ - $ 8,808,028
Class R $ 33,730 $ - $ 33,730
Class Y $ 14,016,138 $ - $ 308,920,188
Investor Class $ 124,517,490 $ - $ 124,517,490
Class I $ - $294,904,050 $ -
Total Net
Assets $4,020,983,794 $429,047,359 $4,450,031,153
Shares
Outstanding
Class A 221,821,985 6,958,193 228,173,281
Class B 1,650,090 1,553,237 3,131,388
Class C 543,908 - 543,908
Class R 1,994 - 1,994
Class Y 808,519 - 20,776,532
Investor Class 7,173,404 - 7,173,404
Class I - 18,668,696 -
Shares Issued
in Reorganization
Class A 6,351,296
Class B 1,481,298
Class Y 16,968,012
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Unrealized Accumulated
Depreciation on Gain on
Closing Date Closing Date
- --------------------------------------------------------------------------------------------
AmSouth Value Fund $73,055,075 $(28,434,297)
- --------------------------------------------------------------------------------------------
41
Pioneer Value Fund
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
To the Board of Trustees and Shareowners of
Pioneer Value Fund:
We have audited the statement of assets and liabilities, including the schedule
of investments, of Pioneer Value Fund (the "Fund") as of September 30, 2005,
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 four years in the period then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits. The financial highlights for the year ended September 30, 2001 were
audited by other auditors who have ceased operations and whose report, dated
November 5, 2001, expressed an unqualified opinion on those financial
highlights.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. We were not engaged to perform an audit of the Fund's internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our procedures included
confirmation of securities owned as of September 30, 2005, by correspondence
with the custodian and brokers, or by other appropriate auditing procedures
where replies form 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 Value Fund at September 30, 2005, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the four years in
the period then ended, in conformity with U.S. generally accepted accounting
principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
November 14, 2005
42
Pioneer Value Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Wilmer Cutler Pickering Hale and Dorr LLP
Shareowner Services and Sub-Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Trustees and Officers The Fund's Board of Trustees provides broad supervision
over the Fund's affairs. The officers of the Fund are responsible for the Fund's
operations. The Fund's Trustees and officers are listed below, together with
their principal occupations during the past five years. Trustees who are
interested persons of the Fund within the meaning of the Investment Company Act
of 1940 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 may serve as a trustee of each of the 88 U.S. registered investment
portfolios for which Pioneer Investment Management, Inc. ("Pioneer") serves as
investment adviser (the "Pioneer Funds"). The address for all Interested
Trustees and all officers of the Fund is 60 State Street, Boston, Massachusetts
02109.
The Fund's statement of additional information provides more detailed
information regarding the Fund's Trustees and is available upon request, without
charge, by calling 1-800-225-6292.
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 www.pioneerfunds.com and on the SEC's web site at http://www.sec.gov.
43
Pioneer Value Fund
- --------------------------------------------------------------------------------
INTERESTED TRUSTEES
- --------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Fund and Term of Office
John F. Cogan, Jr. (79)* Chairman of the Trustee since 1982.
Board, Serves until
Trustee and President successor trustee is
elected or earlier
retirement or
removal
* Mr. Cogan is an Interested Trustee because he is an officer or director of
Pioneer and certain of its affiliates.
- -----------------------------------------------------------------------------------------------------------------
Pioneer Value Fund
- -----------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
- -----------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
John F. Cogan, Jr. (79)* Deputy Chairman and a Director of Pioneer Global Asset Chairman and Director of
Management S.p.A. ("PGAM"); Non-Executive Chairman ICI Mutual Insurance
and a Director of Pioneer Investment Management USA Company; Director
Inc. ("PIM-USA"); Chairman and a Director of Pioneer; of Harbor Global
Director of Pioneer Alternative Investment Management Company, Ltd.
Limited (Dublin); President and a Director of Pioneer
Alternative Investment Management (Bermuda) Limited
and affiliated funds; President and Director of Pioneer
Funds Distributor, Inc. ("PFD"); President of all of the
Pioneer Funds; and Of Counsel (since 2000, partner prior
to 2000), Wilmer Cutler Pickering Hale and Dorr LLP
(counsel to PIM-USA and the Pioneer Funds)
* Mr. Cogan is an Interested Trustee because he is an officer or director of
Pioneer and certain of its affiliates.
- -----------------------------------------------------------------------------------------------------------------
44
Pioneer Value Fund
- --------------------------------------------------------------------------------
INTERESTED TRUSTEES
- --------------------------------------------------------------------------------
Positions Held Length of Service
Name, Age and Address With the Fund and Term of Office
David R. Bock**(61) Trustee Trustee since 2005.
3050 K. Street NW, Serves until
Washington, DC 20007 successor trustee
is elected or earlier
retirement or removal
** Mr. Bock became a Trustee of the Fund on January 1, 2005.
- ------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (57) Trustee Trustee since 1997.
3509 Woodbine Street, Serves until
Chevy Chase, MD 20815 successor trustee
is elected or earlier
retirement or removal
- ------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (58) Trustee Trustee since 1990.
1001 Sherbrooke Street West, Serves until
Montreal, Quebec, Canada successor trustee
H3A 1G5 is elected or earlier
retirement or removal
- ------------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund
- ------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name, Age and Address Principal Occupation During Past Five Years by this Trustee
David R. Bock**(61) Senior Vice President and Chief Financial Officer, I-trax, Director of The Enterprise
3050 K. Street NW, Inc. (publicly traded health care services company) Social Investment
Washington, DC 20007 (2001 - present); Managing Partner, Federal City Capital Company (privately-held
Advisors (boutique merchant bank) (1995 - 2000; 2002 affordable housing
to 2004); Executive Vice President and Chief Financial finance company);
Officer, Pedestal Inc. (internet-based mortgage trading Director of New York
company) (2000 - 2002) Mortgage Trust (publicly
traded mortgage REIT)
** Mr. Bock became a Trustee of the Fund on January 1, 2005.
- ------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (57) President, Bush International (international financial Director of Brady
3509 Woodbine Street, advisory firm) Corporation (industrial
Chevy Chase, MD 20815 identification and
specialty coated
material products
manufacturer),
Millennium Chemicals,
Inc. (commodity
chemicals), Mortgage
Guaranty Insurance
Corporation, and R.J.
Reynolds Tobacco
Holdings, Inc. (tobacco)
- ------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (58) Founding Director, The Winthrop Group, Inc. (consulting None
1001 Sherbrooke Street West, firm); Professor of Management, Faculty of Management,
Montreal, Quebec, Canada McGill University
H3A 1G5
- ------------------------------------------------------------------------------------------------------------------------
45
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Positions Held Length of Service
Name, Age and Address With the Fund and Term of Office
Marguerite A. Piret (57) Trustee Trustee since 1982.
One Boston Place, 28th Floor, Serves until
Boston, MA 02108 successor trustee
is elected or earlier
retirement or removal
- -------------------------------------------------------------------------------------------------------------------
John Winthrop (69) Trustee Trustee since 1985.
One North Adgers Wharf, Serves until
Charleston, SC 29401 successor trustee
is elected or earlier
retirement or removal
- -------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name, Age and Address Principal Occupation During Past Five Years by this Trustee
Marguerite A. Piret (57) President and Chief Executive Officer, Newbury, Piret & Director of New America
One Boston Place, 28th Floor, Company, Inc. (investment banking firm) High Income Fund, Inc.
Boston, MA 02108 (closed-end investment
company)
- -------------------------------------------------------------------------------------------------------------------
John Winthrop (69) President, John Winthrop & Co., Inc. None
One North Adgers Wharf, (private investment firm)
Charleston, SC 29401
- -------------------------------------------------------------------------------------------------------------------
46
Pioneer Value Fund
- --------------------------------------------------------------------------------
FUND OFFICERS
- --------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Fund and Term of Office
Osbert M. Hood (53) Executive Vice Since June 2003.
President Serves at the
discretion of the
Board
- -------------------------------------------------------------------------------------------------------------------
Dorothy E. Bourassa (57) Secretary Since September,
2003. Serves
at the discretion of
the Board
- -------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (40) Assistant Secretary Since September,
2003. Serves
at the discretion of
the Board
- -------------------------------------------------------------------------------------------------------------------
David C. Phelan (48) Assistant Secretary Since September,
2003. Serves
at the discretion of
the Board
- -------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund
- --------------------------------------------------------------------------------
FUND OFFICERS
- --------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Officer
Osbert M. Hood (53) President and Chief Executive Officer, PIM-USA since Trustee of certain
May 2003 (Director since January 2001); President Pioneer Funds
and Director of Pioneer since May 2003; Chairman and
Director of Pioneer Investment Management Shareholder
Services, Inc. ("PIMSS") since May 2003; Executive Vice
President of all of the Pioneer Funds since June 2003;
Executive Vice President and Chief Operating Officer of
PIM-USA, November 2000 to May 2003
- -------------------------------------------------------------------------------------------------------------------
Dorothy E. Bourassa (57) Secretary of PIM-USA; Senior Vice President - Legal None
of Pioneer; and Secretary/Clerk of most of PIM-USA's
subsidiaries; Secretary of all of the Pioneer Funds since
September 2003 (Assistant Secretary from November
2000 to September 2003)
- -------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (40) Assistant Vice President and Senior Counsel of None
Pioneer since July 2002; Vice President and Senior
Counsel of BISYS Fund Services, Inc. (April 2001 to
June 2002); Senior Vice President and Deputy General
Counsel of Funds Distributor, Inc. (July 2000 to April
2001); Assistant Secretary of all Pioneer Funds since
September 2003
- -------------------------------------------------------------------------------------------------------------------
David C. Phelan (48) Partner, Wilmer Cutler Pickering Hale and Dorr LLP; None
Assistant Secretary of all Pioneer Funds since
September 2003
- -------------------------------------------------------------------------------------------------------------------
47
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Fund and Term of Office
Vincent Nave (60) Treasurer Since November,
2000. Serves
at the discretion of
the Board
- --------------------------------------------------------------------------------------------------------
Mark E. Bradley (45) Assistant Treasurer Since November,
2004. Serves
at the discretion of
the Board
- --------------------------------------------------------------------------------------------------------
Luis I. Presutti (40) Assistant Treasurer Since November,
2000. Serves
at the discretion of
the Board
- --------------------------------------------------------------------------------------------------------
Gary Sullivan (47) Assistant Treasurer Since May, 2002.
Serves at the
discretion of
the Board
- --------------------------------------------------------------------------------------------------------
Pioneer Value Fund
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Officer
Vincent Nave (60) Vice President - Fund Accounting, Administration None
and Custody Services of Pioneer; and Treasurer of all
of the Pioneer Funds
- --------------------------------------------------------------------------------------------------------
Mark E. Bradley (45) Deputy Treasurer of Pioneer since 2004; Treasurer None
and Senior Vice President, CDC IXIS Asset
Management Services from 2002 to 2003; Assistant
Treasurer and Vice President, MFS Investment
Management from 1997 to 2002; and Assistant
Treasurer of all of the Pioneer Funds since
November 2004
- --------------------------------------------------------------------------------------------------------
Luis I. Presutti (40) Assistant Vice President - Fund Accounting, None
Administration and Custody Services of Pioneer; and
Assistant Treasurer of all of the Pioneer Funds
- --------------------------------------------------------------------------------------------------------
Gary Sullivan (47) Fund Accounting Manager - Fund Accounting, None
Administration and Custody Services of Pioneer; and
Assistant Treasurer of all of the Pioneer Funds since
May 2002
- --------------------------------------------------------------------------------------------------------
48
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Fund and Term of Office
Katherine Kim Sullivan (31) Assistant Treasurer Since September,
2003. Serves
at the discretion of
the Board
- ----------------------------------------------------------------------------------------------------------------------
Martin J. Wolin (38) Chief Compliance Since October, 2004.
Officer Serves at the
discretion of
the Board
- ----------------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Officer
Katherine Kim Sullivan (31) Fund Administration Manager - Fund Accounting, None
Administration and Custody Services since June
2003; Assistant Vice President - Mutual Fund
Operations of State Street Corporation from June
2002 to June 2003 (formerly Deutsche Bank
Asset Management); Pioneer Fund Accounting,
Administration and Custody Services (Fund Accounting
Manager from August 1999 to May 2002, Assistant
Treasurer of all Pioneer Funds since September 2003
- ----------------------------------------------------------------------------------------------------------------------
Martin J. Wolin (38) Chief Compliance Officer of Pioneer (Director of None
Compliance and Senior Counsel from November 2000
to September 2004); and Chief Compliance Officer of all
of the Pioneer Funds since 2004
- ----------------------------------------------------------------------------------------------------------------------
The outstanding capital stock of PFD, PIM and PIMSS is indirectly wholly owned
by UniCredito Italiano S.p.A. ("UniCredito Italiano"), one of the largest
banking groups in Italy. PIM, the Fund's investment adviser, provides investment
management and financial services to mutual funds, institutional and other
clients.
49
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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50
- --------------------------------------------------------------------------------
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51
- --------------------------------------------------------------------------------
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52
- --------------------------------------------------------------------------------
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
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
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@pioneerinvest.com
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
Before investing consider the Fund's investment objectives, risks, charges
and expenses. Contact your advisor or Pioneer Investments for a prospectus
containing this information. Please read it carefully.
The Fund files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year
on Form N-Q. Shareholders may view the filed Form N-Q by visiting the
Commission's web site at http://www.sec.gov. The filed form may also be
viewed and copied at the Commission's Public Reference Room in Washington,
DC. Information regarding the operations of the Public Reference Room may
be obtained by calling 1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Fund, including fees associated with
the routine and non-routine filings of its Form N-1A, totaled approximately
$45,770 in 2005 and approximately $44,800 in 2004.
(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 and Other Fees
There were no audit-related and other services provided to the Fund during the
fiscal years ended September 30, 2005 and 2004.
(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 $6,800
in 2005 and $6,000 in 2004.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
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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.
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(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 Funds
audit committeeis required to pre-approve services to affiliates defined by
SEC rules to the extent that the services are determined to have a direct
impact on the operations or financial reporting of the Fund. For the
fiscal year ended September 30, 2005, there we no services provided to
an affiliate that required the Funds audit committee pre-approval.
For the fiscal year ended September 30, 2004, $68,880 was
billed to an Affiliate in Dublin for organizational assistance.
(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.
Aggregate Non-Audit Fees
The aggregate non-audit fees for the Fund and affiliates, as previously
defined, totaled approximately $50,514 in 2005 and $166,800 in 2004.
These fees include services provided prior to May 6, 2003, the
effective date of the pre-approval process
(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 independent auditor, Ernst &
Young LLP ("E&Y"), has advised the Audit
Committee of the Fund's Board of Trustees that
E&Ys Spanish affiliate (E&Y Spain) performed
certain non-audit work for Pioneer Global
Investments Limited ("PGIL"), an affiliate of the
Funds investment adviser. The services involved
the receipt and disbursement of monies transferred
to E&Y Spain by PGIL in payment of individual
payroll and related income tax withholdings due on
returns prepared by E&Y Spain for certain PGIL
employees located in Spain from February 2001 to
October 2005. E&Y became auditors of the Fund in
May 2002. These payroll and tax services were
discontinued in November 2005. The annual fee
received by E&Y Spain for all such services totaled
approximately 9,000 Euro per year. E&Y has informed
the Audit Committee that based on its internal
reviews and the de minimus nature of the services
provided and fees received, E&Y does not believe
its independence with respect to the Fund has been
impaired or that it is disqualified from acting as
independent auditors to the Fund.
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.
ITEMS 5-6. [RESERVED]
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. [RESERVED]
ITEM 9. 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 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.
ITEM 10. 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 Value Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date November 29, 2005
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 November 29, 2005
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date November 29, 2005
* Print the name and title of each signing officer under his or her signature.