OMB APPROVAL
OMB Number: 3235-0570
Expires: November 30, 2005
Estimated average burden
hours per response..... 5.0
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 March 31, 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.
PIONEER
-----------------------
VALUE
FUND
Semiannual
Report
3/31/05
[Logo] PIONEER
Investments(R)
Table of Contents
- --------------------------------------------------------------------------------
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 24
Notes to Financial Statements 34
Factors Considered by the Independent Trustees in
Approving the Management Contract 43
The Pioneer Family of Mutual Funds 48
Trustees, Officers and Service Providers 49
Pioneer Value Fund
- --------------------------------------------------------------------------------
LETTER TO SHAREOWNERS 3/31/05
- --------------------------------------------------------------------------------
Dear Shareowner,
- --------------------------------------------------------------------------------
U.S. stocks moved higher for much of the first quarter, with the Standard &
Poor's 500 Stock Index and the Dow Jones Industrial Average advancing to
three-year highs in early March. But from that point on, soaring oil prices and
the steady ratcheting up of interest rates overwhelmed sentiment and caused
stocks to retrace their gains. The Dow Industrials and the S&P 500 each lost
about two-and-a-half percent for the period, while the tech-heavy NASDAQ
composite fell over eight percent.
With investors less welcoming of risk, large-capitalization stocks, viewed as
more stable, held up better than small- and mid-sized issues. And value stocks
were more resilient than growth stocks across all capitalization ranges.
Determined to prevent damaging inflation, the Federal Reserve Board has
repeatedly raised short-term interest rates. As a result, bond returns were
modestly negative in most sectors. Fixed-income investors also became more risk
averse; high-yield and other corporate sectors retrenched after a run of
stellar performance, while Treasuries and mortgage-backed securities showed
small declines. Municipal revenue bonds trended higher against a backdrop of
heavy new issuance by states and localities.
Higher U.S. interest rates enhanced the dollar's appeal and brought at least a
pause in its long, sharp drop. But the stronger dollar meant muted returns for
U.S. investors in overseas markets. Globally, economies rich in metals and
other industrial commodities continued to thrive on heavy demand from China and
elsewhere. Meanwhile, growth in Japan may have stalled, and Europe's expansion
moved ahead slowly.
We believe that the U.S. economy and corporate earnings will continue to grow
at a comfortable pace. And although oil prices and interest rates remain real
concerns, Pioneer's global investment experts continue to find what we believe
are attractive stocks and bonds for our domestic and international funds.
Expanding your opportunities
The quarter was like all others; different classes of investments delivered
different returns. That's why allocating your portfolio across several
investment categories is one way to seek wider opportunities. Pioneer's
disciplined approach and growing range of products are designed to help you
achieve that important objective. For thoughtful guidance on how to align your
portfolio with your goals, contact your financial professional.
Please consider a fund's investment objective, risks, charges and expenses
carefully before investing. The prospectus contains this and other information
about each fund and should be read carefully before you invest. To obtain a
prospectus and for other information on any Pioneer fund, contact your
financial advisor, call 1-800-225-6292 or visit our web site at
www.pioneerfunds.com.
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
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY 3/31/05
- --------------------------------------------------------------------------------
Portfolio Diversification
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 94.3%
International Common Stocks 0.6%
Depositary Receipts for International Stocks 1.9%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Financials 30.5%
Utilities 1.4%
Staples 4.4%
Telecommunication Services 4.8%
Materials 5.1%
Information Technology 9.0%
Health Care 9.8%
Industrials 9.8%
Consumer Discretionary 11.0%
Energy 14.2%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Citigroup, Inc. 4.82% 6. General Electric Co. 2.39%
2. Bank of America Corp. 3.75 7. Time Warner, Inc. 2.22
3. Merrill Lynch & Co., Inc. 2.98 8. Freddie Mac 2.15
4. ConocoPhillips 2.73 9. American International 2.09
Group, Inc.
5. Comcast Corp. 2.41 10. Providian Financial Corp. 1.96
* This list excludes temporary cash and derivative instruments. The Portfolio
is actively managed, and current holdings may be different.
2
Pioneer Value Fund
- --------------------------------------------------------------------------------
PRICES AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
Net Asset Value Per Share
- --------------------------------------------------------------------------------
3/31/05 9/30/04
Class ------- -------
A $17.72 $18.83
B $16.66 $17.87
C $16.65 $17.87
R $17.43 $18.64
Y $17.75 $18.84
3/31/05 12/11/04
Class ------- --------
Investor Class Shares $17.73 $17.30
Distributions Per Share
- --------------------------------------------------------------------------------
10/1/04 - 3/31/05
Net
Investment Short-Term Long-Term
Income Capital Gains Capital Gains
Class ------------ --------------- --------------
A $0.0660 $0.255 $2.3423
B $ - $0.255 $2.3423
C $ - $0.255 $2.3423
R $ - $0.255 $2.3423
Y $0.1008 $0.255 $2.3423
12/11/04 - 3/31/05
Net
Investment Short-Term Long-Term
Income Capital Gains Capital Gains
Class ------------ --------------- --------------
Investor Class Shares $ - $ - $ -
3
Pioneer Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/05 CLASS A SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
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 March 31, 2005)
Net Asset Public Offering
Period Value Price (POP)
10 Years 8.35% 7.71%
5 Years 4.03 2.81
1 Year 9.62 3.33
[THE FOLLOWING IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Russell 1000
Date Value Fund Value Index
3/95 $9,426 $10,000
$11,841 $13,348
3/97 $13,864 $15,760
$18,851 $23,193
3/99 $15,172 $24,366
$17,251 $25,911
3/01 $17,799 $25,982
$18,135 $27,119
3/03 $13,929 $20,939
$19,179 $29,485
3/05 $21,024 $33,366
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.
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.
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.
4
Pioneer Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/05 CLASS B SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
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 March 31, 2005)
If If
Period Held Redeemed
Life-of-Class
(7/1/96) 5.39% 5.39%
5 Years 2.87 2.87
1 Year 8.71 4.96
[THE FOLLOWING IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Russell 1000
Date Value Fund Value Index
7/96 $10,000 $10,000
$12,273 $12,063
$16,520 $17,754
3/99 $13,155 $18,651
$14,769 $19,834
3/01 $15,065 $19,888
$15,189 $20,759
3/03 $11,524 $16,028
$15,647 $22,570
3/05 $17,010 $25,540
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 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.
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.
5
Pioneer Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/05 CLASS C SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
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 March 31, 2005)
If If
Period Held Redeemed
Life-of-Class
(7/1/96) 5.38% 5.38%
5 Years 2.83 2.83
1 Year 8.41 8.41
[THE FOLLOWING IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Russell 1000
Date Value Fund Value Index
7/96 $10,000 $10,000
$12,264 $12,063
$16,509 $17,754
3/99 $13,159 $18,651
$14,792 $19,834
3/01 $15,073 $19,888
$15,181 $20,759
3/03 $11,517 $16,028
$15,685 $22,570
3/05 $17,004 $25,540
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.
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.
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.
6
Pioneer Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/05 INVESTOR CLASS SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
Average Annual Total Returns
(As of March 31, 2005)
If If
Period Held Redeemed
Life-of-Class
(12/11/04) 2.48% 2.48%
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
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/05 CLASS R SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
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 March 31, 2005)
If If
Period Held Redeemed
10 Years 7.69% 7.69%
5 Years 3.28 3.28
1 Year 7.57 7.57
[THE FOLLOWING IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Russell 1000
Date Value Fund Value Index
3/95 $10,000 $10,000
$12,500 $13,348
3/97 $14,566 $15,760
$19,700 $23,193
3/99 $15,775 $24,366
$17,851 $25,911
3/01 $18,326 $25,982
$18,574 $27,119
3/03 $14,194 $20,939
$19,504 $29,485
3/05 $20,981 $33,366
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.
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.
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.
8
Pioneer Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/05 CLASS Y SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
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 March 31, 2005)
If If
Period Held Redeemed
10 Years 8.39% 8.39%
5 Years 4.11 4.11
1 Year 10.01 10.01
[THE FOLLOWING IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Russell 1000
Date Value Fund Value Index
3/95 $10,000 $10,000
$12,562 $13,348
3/97 $14,708 $15,760
$19,999 $23,193
3/99 $16,096 $24,366
$18,302 $25,911
3/01 $18,883 $25,982
$19,240 $27,119
3/03 $14,778 $20,939
$20,347 $29,485
3/05 $22,383 $33,366
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.
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.
9
Pioneer Value Fund
- --------------------------------------------------------------------------------
COMPARING ONGOING FUND EXPENSES
- --------------------------------------------------------------------------------
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
1. Divide your account value by $1,000
Example: an $8,600 account value - $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 October 1, 2004 through March 31, 2005
Investor
Share Class A B C R Y Class
- ------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 10/1/04**
Ending Account $1,086.30 $1,081.00 $1,080.50 $1,077.40 $1,089.60 $1,024.80
Value On 3/31/05
Expenses Paid $ 5.10 $ 10.48 $ 10.84 $ 12.79 $ 3.07 $ 2.34
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 0.98%, 2.02%,
2.09%, 2.47%, 0.59%, and 0.76% for Classes A, B, C, R, Y and Investor
Class, respectively, multiplied by the average account value over the
period, multiplied by 182/365 (to reflect the one-half year period (111/365
for Investor Class shares.)).
** 12/11/04 for Investor Class shares.
10
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 October 1, 2004 through March 31, 2005
Investor
Share Class A B C R Y Class
- ------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 10/1/04**
Ending Account $1,020.04 $1,014.86 $1,014.51 $1,012.62 $1,021.99 $1,012.89
Value On 3/31/05
Expenses Paid $ 4.94 $ 10.15 $ 10.50 $ 12.39 $ 2.97 $ 2.33
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 0.98%, 2.02%,
2.09%, 2.47%, 0.59%, and 0.76% for Classes A, B, C, R, Y and Investor
Class, respectively, multiplied by the average account value over the
period, multiplied by 182/365 (to reflect the one-half year period (111/365
for Investor Class shares.)).
** 12/11/04 for Investor Class shares.
11
Pioneer Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 3/31/05
- --------------------------------------------------------------------------------
Following solid gains in the last quarter of 2004, the upward movement in
stocks began to falter this year. For the full six-month period, value stocks,
as represented by the Russell 1000 Value Index, outperformed growth issues, as
represented by the Russell 1000 Growth Index. 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 the six-month
period.
Q. Please describe the investment background over the last twelve months.
A. The market had been jittery leading up to last year's presidential
election. Among other concerns, investors feared that a power shift in
Washington might jeopardize investor-friendly tax measures, including
recent reductions in taxes affecting dividends and capital gains. Once the
election outcome was known, stocks rallied, with dividend-paying issues
among the primary beneficiaries. This year, the market responded favorably
to positive developments in the Middle East and to the continued flow of
strong corporate earnings reports. But stocks slumped in March as investors
looked more closely at the possible impact of soaring energy costs and
rising interest rates.
Q. How did Pioneer Value Fund perform against that background?
A. For the six months ended March 31, 2005, Pioneer Value Fund's Class A
shares had a total return at net asset value of 8.63%. In comparison, the
Russell 1000 Value Index, the Fund's benchmark, was up 10.48% for the same
period. During the six-month period, the Fund outperformed its Lipper
peers. The average return of the funds in Lipper's large-cap value category
was 8.06%.
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 the most impact on performance?
A. One of the chief reasons for the Fund's underperformance compared to its
benchmark was the absence of high-yielding issues; generating high current
income is not a first consideration in selecting stocks for the portfolio.
For that reason, the Fund did not participate fully in the rally in
dividend-paying issues, notably among utilities and financial companies, in
the days following the election.
Q. Which sectors or securities contributed to the Fund's return?
A. Telecommunications companies helped the Fund's relative performance. The
pending acquisition of Fund holding Nextel by Sprint, which would create
the third-largest cell phone company, added to returns. Results also
benefited from our decision to avoid regional operating companies such as
Verizon and Bell South, which have been underperforming for some time.
In health care, we added Cardinal Health last fall when Wall Street's
extremely pessimistic view of its prospects resulted in a very attractive
valuation. Since then, Cardinal, a distributor of health care products, has
seen its stock move higher thanks to a revised business model that restored
pricing power and boosted operating results. A positive outlook and
strengthened financials also lifted hospital operator HCA. IVAX, primarily
a manufacturer of generic drugs, delivered surprisingly strong earnings;
analysts also welcomed management's forecast of continued profit
improvement.
Among consumer discretionary sectors, following a period of lagging
performance, media companies began to reap benefits from the economic
expansion. We had added to holdings of cable operator Comcast earlier, when
valuations were low and were rewarded when its price recovered. Other
contributors included broadcast leader Clear Channel, which owns over 100
radio stations as well as concert venues; Viacom, owner of CBS as well as
several cable channels and publishing interests, and Omnicom, a holding
company for advertising and communications agencies in several world
markets. Not owning automobile stocks also helped performance.
13
Pioneer Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 3/31/05 (continued)
- --------------------------------------------------------------------------------
Energy stocks tracked the rise in oil prices. Devon Energy, a U.S.-based
exploration and development company, has enjoyed a sharp rise. We have
taken partial profits in Suncor Energy, which extracts oil from shale
deposits, and we continue to hold Transocean Offshore, another strong
contributor. ConocoPhillips, an integrated energy company, also moved up
significantly. Among industrials, we had built up the Fund's position in
General Electric when valuations shrank; GE shares have since recovered.
Q. Which of the Fund's holdings held back results?
A. Comparative returns suffered from our not owning Altria, the parent of
Philip Morris, which weighs heavily in the Fund's benchmark. And while
individual energy holdings delivered solid contributions, our underexposure
to Exxon Mobil, a strong performer, held back returns.
Results among financials lagged. American International Group fell sharply
in the face of regulatory inquiries; we have added to the Fund's position
in the belief that its reduced valuation understates the company's
long-term potential. Berkshire Hathaway also declined. Shares of Freddie
Mac (Federal Home Loan Mortgage Corporation) did well until the company
came under scrutiny from regulators. We have also been adding to
supermarket operator Kroger while its valuation remains low. It appears
that Kroger may be able to thrive despite the encroachment of WalMart's
grocery departments on its market area.
Q. What is your outlook for the economy and for value stocks?
A. Overall, we think the U.S. economy will continue to move ahead at a
reasonable pace. However, expansion often generates inflationary pressures,
and the Federal Reserve Board is expected to raise short-term interest
rates accordingly. The economy has been creating jobs for several quarters
now, although monthly gains have been erratic. Oil prices remain a very big
question for the U.S. and global economies. In addition, the weak dollar,
interest rates and the federal budget deficit remain real concerns.
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 3/31/05 (unaudited)
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 99.0%
Energy - 14.0%
Integrated Oil & Gas - 7.8%
810,800 BP Amoco Plc (A.D.R.) $ 50,593,920
1,290,000 ChevronTexaco Corp. 75,219,900
1,020,785 ConocoPhillips 110,081,454
98,812 Exxon Mobil Corp. 5,889,195
1,024,400 Occidental Petroleum Corp. 72,906,548
39,300 Royal Dutch Petroleum Co.* 2,359,572
--------------
$ 317,050,589
--------------
Oil & Gas Drilling - 1.9%
775,000 ENSCO International, Inc. $ 29,186,500
405,000 Nabors Industries, Inc.* 23,951,700
500,000 Transocean Offshore, Inc.* 25,730,000
--------------
$ 78,868,200
--------------
Oil & Gas Exploration & Production - 4.3%
400,000 Anadarko Petroleum Corp. $ 30,440,000
630,000 Apache Corp. 38,574,900
1,640,000 Devon Energy Corp. 78,310,000
700,000 Suncor Energy, Inc. 28,147,000
--------------
$ 175,471,900
--------------
Total Energy $ 571,390,689
--------------
Materials - 5.0%
Commodity Chemicals - 1.3%
38,000 Air Products & Chemicals, Inc. $ 2,405,020
26,300 E.I. du Pont de Nemours and Co. 1,347,612
1,072,800 Praxair, Inc. 51,344,208
--------------
$ 55,096,840
--------------
Diversified Chemical - 1.0%
550,000 PPG Industries, Inc. $ 39,336,000
--------------
Diversified Metals & Mining - 0.7%
700,000 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 27,727,000
--------------
Metal & Glass Containers - 0.7%
720,600 Ball Corp. $ 29,890,488
--------------
Paper Products - 1.3%
775,500 Weyerhaeuser Co. $ 53,121,750
--------------
Total Materials $ 205,172,078
--------------
The accompanying notes are an integral part of these financial statements. 15
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Capital Goods - 7.7%
Aerospace & Defense - 1.0%
750,000 Northrop Grumman Corp. $ 40,485,000
------------
Electrical Component & Equipment - 2.4%
2,679,500 General Electric Co. $ 96,622,770
------------
Industrial Conglomerates - 3.1%
9,800 Illinois Tool Works, Inc. $ 877,394
12,700 Johnson Controls, Inc. 708,152
2,200,000 Tyco International, Ltd. 74,360,000
515,800 United Technologies Corp. 52,436,228
------------
$128,381,774
------------
Industrial Machinery - 1.2%
725,000 Deere & Co. $ 48,669,250
------------
Total Capital Goods $314,158,794
------------
Commercial Services & Supplies - 0.6%
Environmental Services - 0.5%
752,700 Waste Management, Inc. $ 21,715,395
------------
Office Services & Supplies - 0.1%
33,000 Pitney Bowes, Inc. $ 1,488,960
------------
Total Commercial Services & Supplies $ 23,204,355
------------
Transportation - 1.5%
Airlines - 0.7%
2,000,000 Southwest Airlines Co. $ 28,480,000
------------
Railroads - 0.4%
248,100 Canadian National Railway Co. $ 15,707,211
------------
Trucking - 0.4%
210,600 United Parcel Service $ 15,319,044
------------
Total Transportation $ 59,506,255
------------
Hotels, Restaurants & Leisure - 0.4%
Restaurants - 0.4%
500,000 McDonald's Corp. $ 15,570,000
------------
Total Hotels, Restaurants & Leisure $ 15,570,000
------------
16 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Media - 9.2%
Broadcasting & Cable TV - 4.2%
2,150,000 Clear Channel Communications, Inc. (b) $ 74,110,500
2,875,000 Comcast Corp.* 97,117,500
--------------
$ 171,228,000
--------------
Movies & Entertainment - 3.9%
5,100,000 Time Warner, Inc.* $ 89,505,000
1,956,000 Viacom, Inc. (Class B) 68,127,480
--------------
$ 157,632,480
--------------
Publishing - 1.1%
595,700 Gannett Co. $ 47,107,956
--------------
Total Media $ 375,968,436
--------------
Retailing - 1.3%
Department Stores - 0.1%
35,300 Nordstrom, Inc. $ 1,954,914
--------------
General Merchandise Stores - 0.0%
10,000 Target Corp. $ 500,200
--------------
Home Improvement Retail - 0.0%
32,300 Home Depot, Inc. $ 1,235,152
--------------
Specialty Stores - 1.2%
1,700,000 Foot Locker, Inc. $ 49,810,000
--------------
Total Retailing $ 53,500,266
--------------
Food & Drug Retailing - 1.2%
Food Retail - 1.2%
47,900 Kraft Foods, Inc. $ 1,583,095
2,617,000 Kroger Co.* 41,950,510
15,000 Nestle SA (Registered Shares) 4,102,934
--------------
$ 47,636,539
--------------
Total Food & Drug Retailing $ 47,636,539
--------------
Food, Beverage & Tobacco - 2.1%
Soft Drinks - 2.1%
974,900 The Coca-Cola Co. $ 40,624,083
870,000 PepsiCo, Inc. 46,136,100
--------------
$ 86,760,183
--------------
Total Food, Beverage & Tobacco $ 86,760,183
--------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Household & Personal Products - 1.1%
Household Products - 0.0%
13,900 Procter & Gamble Co. $ 736,700
------------
Personal Products - 1.1%
646,500 Kimberly-Clark Corp. (b) $ 42,494,445
------------
Total Household & Personal Products $ 43,231,145
------------
Health Care Equipment & Services - 7.7%
Health Care Distributors - 3.3%
1,600,000 Bristol-Myers Squibb Co. $ 40,736,000
1,100,000 Cardinal Health, Inc. 61,380,000
38,000 McKesson Corp. 1,434,500
766,000 Wyeth 32,309,880
------------
$135,860,380
------------
Health Care Equipment - 1.3%
450,000 Astrazeneca Plc (A.D.R.) $ 17,788,500
1,270,000 Boston Scientific Corp.* 37,198,300
------------
$ 54,986,800
------------
Health Care Facilities - 3.1%
1,352,200 HCA, Inc. $ 72,437,354
4,500,000 Tenet Healthcare Corp.* 51,885,000
------------
$124,322,354
------------
Total Health Care Equipment & Services $315,169,534
------------
Pharmaceuticals & Biotechnology - 2.0%
Pharmaceuticals - 2.0%
1,600,000 IVAX Corp.* (b) $ 31,632,000
750,000 Merck & Co., Inc. 24,277,500
976,700 Pfizer, Inc. (b) 25,657,909
------------
$ 81,567,409
------------
Total Pharmaceuticals & Biotechnology $ 81,567,409
------------
Banks - 8.6%
Diversified Banks - 4.9%
3,432,800 Bank of America Corp. $151,386,480
983,000 Wachovia Corp. 50,044,530
------------
$201,431,010
------------
Regional Banks - 1.4%
1,307,700 Fifth Third Bancorp $ 56,204,946
------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Thrifts & Mortgage Finance - 2.3%
200,000 Countrywide Financial Corp. $ 6,492,000
1,370,000 Freddie Mac 86,584,000
26,300 The PMI Group, Inc. 999,663
--------------
$ 94,075,663
--------------
Total Banks $ 351,711,619
--------------
Diversified Financials - 14.7%
Asset Management & Custody Banks - 1.7%
2,298,900 The Bank of New York Co., Inc. $ 66,783,045
59,600 Mellon Bank Corp. 1,700,984
24,600 State Street Corp. 1,075,512
--------------
$ 69,559,541
--------------
Consumer Finance - 2.0%
89,700 MBNA Corp. $ 2,202,135
4,600,000 Providian Financial Corp.* 78,936,000
--------------
$ 81,138,135
--------------
Diversified Capital Markets - 0.0%
51,800 J.P. Morgan Chase & Co. $ 1,792,280
--------------
Investment Banking & Brokerage - 6.2%
525,000 Goldman Sachs Group, Inc. $ 57,744,750
750,000 Lehman Brothers Holdings, Inc. (b) 70,620,000
2,127,000 Merrill Lynch & Co., Inc. 120,388,200
50,000 Morgan Stanley, Dean Witter & Co. 2,862,500
--------------
$ 251,615,450
--------------
Diversified Financial Services - 4.8%
4,323,600 Citigroup, Inc. $ 194,302,584
--------------
Total Diversified Financials $ 598,407,990
--------------
Insurance - 6.9%
Life & Health Insurance - 1.0%
2,475,000 UNUM Corp. (b) $ 42,124,500
--------------
Multi-Line Insurance - 3.8%
1,525,000 American International Group, Inc. $ 84,500,250
750 Berkshire Hathaway, Inc.* 65,250,000
59,700 Hartford Financial Services Group, Inc. 4,093,032
--------------
$ 153,843,282
--------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Property & Casualty Insurance - 2.1%
400,000 ACE, Ltd. $ 16,508,000
855,000 Allstate Corp. 46,221,300
276,800 Ambac Financial Group, Inc. 20,690,800
28,691 The St. Paul Travelers Companies, Inc. 1,053,820
------------
$ 84,473,920
------------
Total Insurance $280,441,702
------------
Software & Services - 4.8%
Application Software - 3.0%
92 Computer Associates International, Inc.* $ 2,493
2,786,600 Microsoft Corp. 67,352,122
2,269,700 Veritas Software Corp.* 52,702,434
------------
$120,057,049
------------
Data Processing & Outsourced Services - 1.8%
1,900,000 First Data Corp. $ 74,689,000
------------
Total Software & Services $194,746,049
------------
Technology Hardware & Equipment - 3.2%
Communications Equipment - 1.1%
1,450,000 Motorola, Inc. $ 21,706,500
1,594,000 Nokia Corp. (A.D.R.) 24,595,420
------------
$ 46,301,920
------------
Computer Hardware - 1.7%
13,300 Diebold, Inc. $ 729,505
2,981,500 Hewlett-Packard Co. 65,414,110
19,400 IBM Corp. 1,772,772
------------
$ 67,916,387
------------
Electronic Equipment & Instruments - 0.4%
620,400 Koninklijke Philips Electronics $ 17,073,408
------------
Total Technology Hardware & Equipment $131,291,715
------------
Semiconductors - 0.9%
Semiconductors - 0.9%
1,519,500 Intel Corp. $ 35,297,985
------------
Total Semiconductors $ 35,297,985
------------
20 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Telecommunication Services - 4.8%
Integrated Telecommunication Services - 2.2%
600,000 Alltel Corp. $ 32,910,000
2,058,600 BellSouth Corp. 54,120,594
28,800 SBC Communications, Inc. 682,272
--------------
$ 87,712,866
--------------
Wireless Telecommunication Services - 2.6%
1,492,400 Nextel Communications, Inc.* $ 42,414,008
1,650,000 Vodafone Group Plc (A.D.R.) 43,824,000
8,000,000 Vodafone Group Plc 21,245,309
--------------
$ 107,483,317
--------------
Total Telecommunication Services $ 195,196,183
--------------
Utilities - 1.3%
Electric Utilities - 1.3%
150,000 Dominion Resources, Inc. $ 11,164,500
957,400 Exelon Corp. 43,935,085
--------------
$ 55,099,585
--------------
Total Utilities $ 55,099,585
--------------
TOTAL COMMON STOCKS
(Cost $3,341,640,829) $4,035,028,511
--------------
WARRANTS - 0.0%
Technology Hardware & Equipment - 0.0%
Communications Equipment - 0.0%
23,183 Lucent Technologies, Exp. 12/10/07* $ 15,533
--------------
TOTAL WARRANTS
(Cost $27,008) $ 15,533
--------------
The accompanying notes are an integral part of these financial statements. 21
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
Principal
Amount Value
TEMPORARY CASH INVESTMENTS - 3.3%
Repurchase Agreement - 0.8%
$30,100,000 UBS Warburg, Inc. 2.40%, dated 3/31/05,
repurchase price of $30,100,000 plus
accrued interest on 4/1/05 collateralized by
$28,761,000 U.S. Treasury Note, 5.625%,
5/15/08 $ 30,100,000
--------------
Interest Bearing Bank Deposits - 2.5%
27,424,780 Bank of Montreal $ 27,424,780
30,900,000 Dresdner Bank AG 30,900,000
10,382,400 Rabobank Nederland NV 10,382,400
34,482,767 Westdeutsche Landesbank Girozentrale 34,482,767
--------------
$ 103,189,947
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $133,289,947) $ 133,289,947
--------------
TOTAL INVESTMENT IN SECURITIES - 102.3%
(Cost $3,474,957,784)(a) $4,168,333,991
--------------
OTHER ASSETS AND LIABILITIES - (2.3)% $ (93,214,711)
--------------
TOTAL NET ASSETS - 100.0% $4,075,119,280
==============
22 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(A.D.R.) American Depositary Receipt
* Non-income producing security
(a) At March 31, 2005, the net unrealized gain on investments based on
cost for federal income tax purposes of $3,490,999,971 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 747,296,172
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (69,962,152)
-------------
Net unrealized gain $ 677,334,020
=============
(b) At March 31, 2005, the following securities were out on loan:
Shares Security Market Value
628,000 Clear Channel Communications, Inc. $ 21,647,160
168,140 IVAX Corp.* 3,324,128
242,650 Kimberly-Clark Corp. 15,949,385
41,300 Lehman Brothers Holdings, Inc. 3,888,808
577,295 Pfizer, Inc. 15,165,540
2,341,426 UNUM Corp. 39,851,071
------------
Total $ 99,826,092
============
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended March 31, 2005 aggregated $983,289,839 and $1,043,274,522,
respectively.
The accompanying notes are an integral part of these financial statements. 23
Pioneer Value Fund
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 3/31/05 (unaudited)
- -------------------------------------------------------------------------------
ASSETS:
Investment in securities (including securities loaned of
$99,826,092 ) (cost $3,474,957,784) $4,168,333,991
Cash 84,634
Receivables -
Investment securities sold 12,938,421
Fund shares sold 2,797,179
Dividends, interest and foreign taxes withheld 4,744,706
Other 105,446
--------------
Total assets $4,189,004,377
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 4,324,522
Fund shares repurchased 2,321,235
Upon return of securities loaned 103,189,947
Due to affiliates 3,856,436
Accrued expenses 192,957
--------------
Total liabilities $ 113,885,097
--------------
NET ASSETS:
Paid-in capital $3,266,305,474
Undistributed net investment income 14,701,426
Accumulated net realized gain on investments and foreign
currency transactions 100,710,038
Net unrealized gain on investments 693,376,207
Net unrealized gain on assets and liabilities denominated
in foreign currencies 26,135
--------------
Total net assets $4,075,119,280
==============
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $3,894,102,358/219,788,628 shares) $ 17.72
==============
Class B (based on $31,841,796/1,911,457 shares) $ 16.66
==============
Class C (based on $9,432,996/566,684 shares) $ 16.65
==============
Investor Class (based on $129,526,045/7,303,995 shares) $ 17.73
==============
Class R (based on $28,833/1,654 shares) $ 17.43
==============
Class Y (based on $10,187,252/573,945 shares) $ 17.75
==============
MAXIMUM OFFERING PRICE:
Class A ($17.72 [divided by] 94.25%) $ 18.80
==============
24 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
- -------------------------------------------------------------------------------
For the Six Months Ended 3/31/05
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $90,139) $ 34,747,257
Interest 715,976
Income from securities loaned, net 29,717
------------
Total investment income $ 35,492,950
------------
EXPENSES:
Management fees
Basic Fee $ 11,972,497
Performance Adjustment (1,170,489)
Transfer agent fees and expenses
Class A 3,338,431
Class B 68,972
Class C 23,836
Investor Class 72,825
Class R 109
Class Y 110
Distribution fees
Class A 4,442,042
Class B 157,715
Class C 46,240
Class R 39
Administrative reimbursements 360,700
Custodian fees 101,098
Registration fees 52,611
Professional fees 79,900
Printing expense 28,710
Fees and expenses of nonaffiliated trustees 44,513
Miscellaneous 58,878
------------
Total expenses $ 19,678,737
Less fees paid indirectly (35,674)
------------
Net expenses $ 19,643,063
------------
Net investment income $ 15,849,887
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain on:
Investments $226,773,742
Other assets and liabilities denominated in
foreign currencies 242,994 $227,016,736
------------ ------------
Change in net unrealized gain on:
Investments $ 82,510,379
Other assets and liabilities denominated in
foreign currencies 21,865 $ 82,532,244
------------ ------------
Net gain on investments $309,548,980
------------
Net increase in net assets resulting from operations $325,398,867
============
The accompanying notes are an integral part of these financial statements. 25
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/05 and the Year Ended 9/30/04, respectively
Six Months
Ended
3/31/05 Year Ended
(unaudited) 9/30/04
FROM OPERATIONS:
Net investment income $ 15,849,887 $ 26,854,247
Net realized gain on investments and foreign currency
transactions 227,016,736 410,577,522
Change in net unrealized gain on investments and
foreign currency transactions 82,532,244 142,427,737
-------------- ---------------
Net increase in net assets resulting from operations $ 325,398,867 $ 579,859,506
-------------- ---------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.07 and $0.14 per share, respectively) $ (14,774,519) $ (28,499,251)
Class R ($0.00 and $0.09 per share, respectively) - (18)
Class Y ($0.10 and $0.00 per share, respectively) (29,271) -
Net realized gain:
Class A ($2.60 and $0.04 per share, respectively) $ (510,203,300) $ (8,442,480)
Class B ($2.60 and $0.04 per share, respectively) (4,409,845) (57,538)
Class C ($2.60 and $0.04 per share, respectively) (1,272,345) (17,230)
Class R ($2.60 and $0.04 per share, respectively) (1,620) (1)
Class Y ($2.60 and $0.00 per share, respectively) (589,522) -
-------------- ---------------
Total distributions to shareowners $ (531,280,422) $ (37,016,518)
-------------- ---------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 110,219,903 $ 154,313,837
Shares issued in reorganization 137,836,302 -
Reinvestment of distributions 496,841,142 33,639,128
Cost of shares repurchased (253,337,036) (394,332,655)
-------------- ---------------
Net increase (decrease) in net assets resulting from
Fund share transactions $ 491,560,311 $(206,379,690)
-------------- ---------------
Net increase in net assets $ 285,678,756 $ 336,463,298
NET ASSETS:
Beginning of period 3,789,440,524 3,452,977,226
-------------- ---------------
End of period (including undistributed net investment
income of $14,701,426 and $13,655,329,
respectively) $4,075,119,280 $3,789,440,524
============== ==============
26 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/05 and the Year Ended 9/30/04, respectively
'05 Shares '05 Amount '04 Shares '04 Amount
(unaudited) (unaudited)
CLASS A
Shares sold 5,423,429 $ 96,750,185 7,254,846 $ 132,850,875
Reinvestment of distributions 28,358,327 491,112,348 1,882,875 33,571,800
Less shares repurchased (12,938,933) (233,196,903) (20,956,950) (383,611,951)
----------- -------------- ----------- --------------
Net increase (decrease) 20,842,823 $ 354,665,630 (11,819,229) $ (217,189,276)
=========== ============== =========== ==============
CLASS B
Shares sold 223,882 $ 3,779,326 821,981 $ 14,282,504
Reinvestment of distributions 246,871 4,019,053 3,250 52,391
Less shares repurchased (374,256) (6,459,269) (412,570) (7,199,035)
----------- -------------- ----------- --------------
Net increase 96,497 $ 1,339,110 412,661 $ 7,135,860
=========== ============== =========== ==============
CLASS C
Shares sold 89,063 $ 1,499,926 304,266 $ 5,316,476
Reinvestment of distributions 67,050 1,090,906 924 14,922
Less shares repurchased (102,487) (1,761,632) (202,030) (3,518,368)
----------- -------------- ----------- --------------
Net increase 53,626 $ 829,200 103,160 $ 1,813,030
=========== ============== =========== ==============
INVESTOR CLASS
Shares Sold 7,640 $ 132,198
Shares issued in reorganization 7,967,416 137,836,302
Less shares repurchased (671,061) (11,787,469)
----------- --------------
Net increase 7,303,995 $ 126,181,031
=========== ==============
CLASS R
Shares sold 1,031 $ 18,226 620 $ 11,646
Reinvestment of distributions 89 1,527 1 15
Less shares repurchased (5) (95) (118) (2,174)
-------------- -------------- ----------- --------------
Net increase 1,115 $ 19,658 503 $ 9,487
=========== ============== =========== ==============
CLASS Y
Shares sold 446,249 $ 8,040,042 99,435 $ 1,852,336
Reinvestment of distributions 35,610 617,308 - -
Less shares repurchased (7,289) (131,668) (60) (1,127)
------------- -------------- ----------- --------------
Net increase 474,570 $ 8,525,682 99,375 $ 1,851,209
=========== ============== =========== ==============
The accompanying notes are an integral part of these financial statements. 27
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/05 Year Ended
CLASS A (unaudited) 9/30/04
Net asset value, beginning of period $ 18.83 $ 16.25
--------- ----------
Increase (decrease) from investment operations:
Net investment income $ 0.06 $ 0.14
Net realized and unrealized gain (loss) on invest-
ments and foreign currency transactions 1.50 2.62
--------- ----------
Net increase (decrease) from investment
operations $ 1.56 $ 2.76
Distributions to shareowners:
Net investment income (0.07) (0.14)
Net realized gain (2.60) (0.04)
--------- ----------
Net increase (decrease) in net asset value $ (1.11) $ 2.58
--------- ----------
Net asset value, end of period $ 17.72 $ 18.83
========= ==========
Total return* 8.63% 17.04%
Ratio of net expenses to average net assets+ 0.98%** 1.02%
Ratio of net investment income to average net assets+ 0.80%** 0.72%
Portfolio turnover rate 59%** 40%
Net assets, end of period (in thousands) $3,894,102 $3,745,950
Ratios with reduction for fees paid indirectly:
Net expenses 0.98%** 1.02%
Net investment income 0.80%** 0.72%
Year Ended Year Ended Year Ended Year Ended
CLASS A 9/30/03 9/30/02 9/30/01 9/30/00
Net asset value, beginning of period $ 15.29 $ 19.12 $ 22.67 $ 20.16
---------- --------- --------- ----------
Increase (decrease) from investment operations:
Net investment income $ 0.11 $ 0.15 $ 0.17 $ 0.20
Net realized and unrealized gain (loss) on invest-
ments and foreign currency transactions 3.20 (3.17) (2.05) 3.02
---------- --------- --------- ----------
Net increase (decrease) from investment
operations $ 3.31 $ (3.02) $ (1.88) $ 3.22
Distributions to shareowners:
Net investment income (0.24) (0.09) (0.14) (0.20)
Net realized gain (2.11) (0.72) (1.53) (0.51)
---------- --------- --------- ----------
Net increase (decrease) in net asset value $ 0.96 $ (3.83) $ (3.55) $ 2.51
---------- --------- --------- ----------
Net asset value, end of period $ 16.25 $ 15.29 $ 19.12 $ 22.67
========== ========= ========= ==========
Total return* 22.94% (16.78)% (8.88)% 16.29%
Ratio of net expenses to average net assets+ 1.19% 1.16% 1.01% 0.96%
Ratio of net investment income to average net assets+ 0.85% 0.74% 0.76% 0.81%
Portfolio turnover rate 40% 61% 3% 3%
Net assets, end of period (in thousands) $3,424,962 $3,016,623 $3,885,560 $4,614,739
Ratios with reduction for fees paid indirectly:
Net expenses 1.19% 1.16% 0.99% 0.94%
Net investment income 0.85% 0.74% 0.78% 0.83%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
28
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/05 Year Ended
CLASS B (unaudited) 9/30/04
Net asset value, beginning of period $ 17.87 $ 15.45
--------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.02) $ (0.04)
Net realized and unrealized gain (loss) on invest-
ments and foreign currency transactions 1.41 2.50
--------- -------
Net increase (decrease) from investment
operations $ 1.39 $ 2.46
Distributions to shareowners:
Net investment income - -
Net realized gain (2.60) (0.04)
--------- -------
Net increase (decrease) in net asset value $ (1.21) $ 2.42
--------- -------
Net asset value, end of period $ 16.66 $ 17.87
========= =======
Total return* 8.10% 15.95%
Ratio of net expenses to average net assets+ 2.02%** 1.89%
Ratio of net investment loss to average net assets+ (0.24)%** (0.15)%
Portfolio turnover rate 59%** 40%
Net assets, end of period (in thousands) $ 31,842 $32,440
Ratios with reduction for fees paid indirectly:
Net expenses 2.01%** 1.89%
Net investment loss (0.23)%** (0.15)%
Year Ended Year Ended Year Ended Year Ended
CLASS B 9/30/03 9/30/02 9/30/01 9/30/00
Net asset value, beginning of period $ 14.71 $ 18.53 $ 22.11 $ 19.74
------- --------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.13) $ (0.08) $ 0.01 $ (0.14)
Net realized and unrealized gain (loss) on invest-
ments and foreign currency transactions 3.08 (3.02) (2.06) 3.02
------- --------- ------- -------
Net increase (decrease) from investment
operations $ 2.95 $ (3.10) $ (2.05) $ 2.88
Distributions to shareowners:
Net investment income (0.10) - - -
Net realized gain (2.11) (0.72) (1.53) (0.51)
------- --------- ------- -------
Net increase (decrease) in net asset value $ 0.74 $ (3.82) $ (3.58) $ 2.37
------- --------- ------- -------
Net asset value, end of period $ 15.45 $ 14.71 $ 18.53 $ 22.11
======= ========= ======= =======
Total return* 21.11% (17.68)% (9.84)% 14.81%
Ratio of net expenses to average net assets+ 2.69% 2.28% 2.07% 2.23%
Ratio of net investment loss to average net assets+ (0.66)% (0.38)% (0.30)% (0.48)%
Portfolio turnover rate 40% 61% 3% 3%
Net assets, end of period (in thousands) $21,666 $ 17,976 $22,372 $20,632
Ratios with reduction for fees paid indirectly:
Net expenses 2.68% 2.29% 2.05% 2.21%
Net investment loss (0.65)% (0.39)% (0.28)% (0.46)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
29
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/05 Year Ended
CLASS C (unaudited) 9/30/04
Net asset value, beginning of period $ 17.87 $ 15.49
--------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.03) $ (0.09)
Net realized and unrealized gain (loss) on invest-
ments and foreign currency transactions 1.41 2.51
--------- -------
Net increase (decrease) from investment
operations $ 1.38 $ 2.42
Distributions to shareowners:
Net investment income - -
Net realized gain (2.60) (0.04)
--------- -------
Net increase (decrease) in net asset value $ (1.22) $ 2.38
--------- -------
Net asset value, end of period $ 16.65 $ 17.87
========= ========
Total return* 8.05% 15.66%
Ratio of net expenses to average net assets+ 2.09%** 2.21%
Ratio of net investment loss to average net assets+ (0.31)%** (0.47)%
Portfolio turnover rate 59%** 40%
Net assets, end of period (in thousands) $ 9,433 $ 9,168
Ratios with reduction for fees paid indirectly:
Net expenses 2.09%** 2.20%
Net investment loss (0.31)%** (0.46)%
Year Ended Year Ended Year Ended Year Ended
CLASS C 9/30/03 9/30/02 9/31/01 9/30/00
Net asset value, beginning of period $ 14.69 $ 18.53 $ 22.16 $ 19.78
------- --------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.12) $ (0.10) $ 0.04 $ (0.15)
Net realized and unrealized gain (loss) on invest-
ments and foreign currency transactions 3.13 (3.02) (2.12) 3.04
------- --------- ------- -------
Net increase (decrease) from investment
operations $ 3.01 $ (3.12) $ (2.08) $ 2.89
Distributions to shareowners:
Net investment income (0.10) - (0.02) -
Net realized gain (2.11) (0.72) (1.53) (0.51)
------- --------- ------- -------
Net increase (decrease) in net asset value $ 0.80 $ (3.84) $ (3.63) $ 2.38
------- --------- ------- -------
Net asset value, end of period $ 15.49 $ 14.69 $ 18.53 $ 22.16
======= ========= ======= =======
Total return* 21.61% (17.79)% (9.98)% 14.83%
Ratio of net expenses to average net assets+ 2.48% 2.32% 2.15% 2.19%
Ratio of net investment loss to average net assets+ (0.44)% (0.42)% (0.39)% (0.43)%
Portfolio turnover rate 40% 61% 3% 3%
Net assets, end of period (in thousands) $ 6,349 $ 4,256 $ 4,431 $ 3,588
Ratios with reduction for fees paid indirectly:
Net expenses 2.47% 2.32% 2.11% 2.16%
Net investment loss (0.43)% (0.42)% (0.35)% (0.40)%
* 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 with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
30
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
12/11/04
to
3/31/05
(unaudited)
INVESTOR CLASS
Net asset value, beginning of period $ 17.30
-------
Increase from investment operations:
Net investment income $ 0.05
Net realized and unrealized gain on investments and foreign
currency transactions 0.38
-------
Net increase from investment operations $ 0.43
-------
Net increase in net asset value $ 0.43
-------
Net asset value, end of period $ 17.73
=======
Total return* 2.48%(a)
Ratio of net expenses to average net assets+ 0.76%**
Ratio of net investment income to average net assets+ 0.87%**
Portfolio turnover rate 59%**
Net assets, end of period (in thousands) $129,526
Ratios with reduction for fees paid indirectly:
Net expenses 0.76%**
Net investment income 0.87%**
(a) Not annualized
* 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.
** Annualized.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 31
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended 4/1/03(a)
3/31/05 Year Ended to
(unaudited) 9/30/04 9/30/03
CLASS R
Net asset value, beginning of period $ 18.64 $ 16.24 $ 13.91
-------- ------- -------
Increase from investment operations:
Net investment income (loss) $ (0.07) $ (0.12) $ 0.05
Net realized and unrealized gain on investments
and foreign currency transactions 1.46 2.65 2.34
-------- ------- -------
Net increase from investment operations $ 1.39 $ 2.53 $ 2.39
Distributions to shareowners:
Net investment income - (0.09) (0.06)
Net realized gain (2.60) (0.04) -
-------- ------- -------
Net increase (decrease) in net asset value $ (1.21) $ 2.40 $ 2.33
-------- ------- -------
Net asset value, end of period $ 17.43 $ 18.64 $ 16.24
======== ======= =======
Total return* 7.74% 15.64% 17.19%
Ratio of net expenses to average net assets+ 2.47%** 2.79% 1.42%**
Ratio of net investment income (loss) to average
net assets+ (0.61)%** (1.02)% 0.71%**
Portfolio turnover rate 59%** 40% 40%
Net assets, end of period (in thousands) $ 29 $ 10 $ 1
Ratios with reduction for fees paid indirectly:
Net expenses 2.45%** 2.77% 1.42%**
Net investment income (loss) (0.59)%** (1.00)% 0.71%**
(a) Class R shares were first publicly offered on April 1, 2003.
* 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.
** Annualized.
+ Ratio with no reduction for fees paid indirectly.
32 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended 8/11/04(a)
3/31/05 to
(unaudited) 9/30/04
CLASS Y
Net asset value, beginning of period $ 18.84 $ 18.16
------- -------
Increase from investment operations:
Net investment income $ 0.06 $ 0.02
Net realized and unrealized gain on investments and
foreign currency transactions 1.55 0.66
------- -------
Net increase from investment operations $ 1.61 $ 0.68
------- -------
Distributions to shareowners:
Net investment income (0.10) -
Net realized gain (2.60) -
------- -------
Net increase (decrease) in net asset value $ (1.09) $ 0.68
------- -------
Net asset value, end of period $ 17.75 $ 18.84
======= =======
Total return* 8.96% 3.74%
Ratio of net expenses to average net assets+ 0.59%** 0.61%**
Ratio of net investment income to average net assets+ 1.26%** 1.37%**
Portfolio turnover rate 59%** 40%
Net assets, end of period (in thousands) $10,187 $ 1,872
Ratios with reduction for fees paid indirectly:
Net expenses 0.59%** 0.61%**
Net investment income 1.26%** 1.37%**
(a) Class Y shares were first publicly offered on August 11, 2004.
* 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.
** Annualized.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 33
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/05 (unaudited)
- --------------------------------------------------------------------------------
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
34
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
are valued at the last sale price on the principal exchange where they are
traded. Securities that have not traded on the date of valuation, or
securities for which sale prices are not 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 March 31, 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.
35
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/05 (unaudited) (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 current year distributions paid will be determined at
the end of the current fiscal year. The tax character of distributions paid
during the year ended September 30, 2004 was as follows:
- --------------------------------------------------------------------------------
2004
- --------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $28,499,269
Long-term capital gain 8,517,249
Return of capital -
-----------
Total $37,016,518
===========
- --------------------------------------------------------------------------------
36
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The following shows the components of distributable earnings on a federal
income tax basis at September 30, 2004.
- --------------------------------------------------------------------------------
2004
- --------------------------------------------------------------------------------
Undistributed ordinary income $ 52,551,724
Undistributed long-term gain 367,315,725
Unrealized appreciation 562,522,115
------------
Total $982,389,564
============
- --------------------------------------------------------------------------------
The difference between book-basis and tax-basis unrealized appre ciation is
attributable to the tax deferral of losses on wash sales.
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 March 31, 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 $201,954 in underwriting commissions on the
sale of Class A shares during the six months ended March 31, 2005.
37
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
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
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
38
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
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 six months ended March
31, 2005, the aggregate performance adjustment resulted in a decrease to the
basic fee of $1,170,490. For the six months ended March 31, 2005, the net
management fee was equivalent to 0.54% 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.
39
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
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 March 31, 2005, $2,152,009 was payable to
PIM related to management fees, administration costs and certain other services
and is included in due to affiliates.
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 $820,710 in transfer agent
fees payable to PIMSS at March 31, 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, for distribution
services. Included in due to affiliates is $883,717 in distribution fees
payable to PFD at March 31, 2005. The Fund also has adopted a separate service
plan for Class R shares (Service Plan). The Service Plan authorizes the Fund to
pay securities dealers, plan administrators or other service organizations that
agree to provide certain services to retirement plans or plan participants
holding shares of the Fund a service fee of up to 0.25% of the Fund's average
daily net assets attributable to Class R shares held by such plans.
In addition, redemptions of each class of shares (except Class 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
40
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 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 six months ended March 31, 2005, CDSCs
in the amount of $23,381 were paid to PFD.
5. Commission Recapture and Expense Offset Arrangements
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 six months ended March 31,
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 six months ended March 31, 2005, the Fund's expenses were
reduced by $31,388 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 six months ended
March 31, 2005, the Fund had no borrowings under this agreement.
41
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
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 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"):
- --------------------------------------------------------------------------------------------
Safeco
Pioneer Large-Cap Pioneer
Value Fund Value Fund Value Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- --------------------------------------------------------------------------------------------
Net Assets $3,941,848,983 $137,836,302 $4,079,685,285
Shares
Outstanding 227,442,942 7,243,206 235,410,358
Investor Class
Shares Issued - - 7,967,416
- --------------------------------------------------------------------------------------------
Unrealized
Appreciation Accumulated
on Closing Realized Gain
Date (on Closing Date)
- --------------------------------------------------------------------------------------------
Safeco Large-Cap Value Fund $32,305,797 $14,519,243
=========== ===========
- --------------------------------------------------------------------------------------------
42
Pioneer Value Fund
- -------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES
IN APPROVING THE MANAGEMENT CONTRACT
- -------------------------------------------------------------------------------
The Investment Company Act of 1940 requires that both the Board of Trustees and
a majority of the Independent Trustees (collectively "the Trustees") vote
separately annually to approve the Fund's management contract (the "Management
Contract"). The Trustees have determined that the terms of the Management
Contract are fair and reasonable and that renewal of the contract will enable
the Fund to receive quality investment advisory services at a cost deemed
reasonable and is in the best interests of the Fund and its shareholders. In
making such determinations, the Independent Trustees relied upon the assistance
of counsel to the Independent Trustees and counsel to the Fund.
Throughout the year, the Independent Trustees regularly met in executive
session separately from the Interested Trustees of the Fund and any officer of
Pioneer Investment Management, Inc., the Fund's adviser (the "Investment
Adviser"), or its affiliates. While the Trustees, including the Independent
Trustees, act on all major matters relating to the Fund, a significant portion
of the activities of the Board of Trustees (including certain of those
described herein) is conducted through committees, the members of which are
comprised exclusively of Independent Trustees. Such committee meetings are
attended by officers of the Fund or the Investment Adviser to the extent
requested by the members of the committee.
In evaluating the Management Contract, the Trustees conducted a review that was
specifically focused upon the renewal of the Management Contract, and relied
upon their knowledge, resulting from their meetings throughout the year, of the
Investment Adviser, its services and the Fund. Both in meetings specifically
dedicated to renewal of the Management Contract and at other meetings during
the course of the year, the Trustees, including the Independent Trustees,
received materials relating to the Investment Adviser's investment and
management services under the Management Contract. These materials included (i)
information on the investment performance of the Fund, a peer group of funds
and an index, in each case selected by the Independent Trustees for this
purpose, (ii) sales and redemption data in respect of the Fund, (iii) the
general investment outlook in the markets in which the Fund invests, (iv)
arrangements in respect of the distribution of the Fund's shares, (v) the
procedures employed to determine the value of each of the Fund's assets, (vi)
the Investment Adviser's management of the relationships with the Fund's
unaffiliated service providers, (vii) the record of compliance with the Fund's
investment policies and restrictions and with the Fund's Code of Ethics and
43
Pioneer Value Fund
- -------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES
IN APPROVING THE MANAGEMENT CONTRACT (continued)
- -------------------------------------------------------------------------------
the structure and responsibilities of the Investment Adviser's compliance
department, (viii) the nature, cost and character of non-investment management
services provided by the Investment Adviser and its affiliates and (ix) the
disclosures included in the Fund's prospectuses and reports to shareholders.
Specifically in connection with the Independent Trustees' review of the
Management Contract, the Independent Trustees requested and the Investment
Adviser provided additional information in order to evaluate the quality of the
Investment Adviser's services and the reasonableness of the fee under the
Management Contract. Among other items, this information included data or
analyses of (1) investment performance for one, three and five years and life
of the Fund periods for the Fund and a peer group selected by the Independent
Trustees for this purpose, (2) management fees incurred by a peer group of
funds selected by the Independent Trustees for this purpose, (3) the advisory
fees of comparable portfolios of other clients of the Investment Adviser, (4)
expense ratios for the Fund and a peer group of funds selected by the
Independent Trustees for this purpose, (5) the overall organization of the
Investment Adviser, (6) the Investment Adviser's financial results and
condition, including its and certain of its affiliates profitability from
services performed for the Fund, (7) transfer agency fees and administrative
reimbursements paid to the Investment Adviser or affiliates, (8) investment
management staffing, and (9) operating expenses paid to third parties. The
Trustees also reviewed information regarding the potential for each of the Fund
and the Investment Adviser to benefit from further economies of scale in the
management of the Fund in light of reasonable growth expectations for the Fund,
the break points in the Fund's management fee and a peer group of funds
selected by the Independent Trustees for this purpose and certain of the Fund's
expenses that are not incurred as fees based on a percentage of net assets.
The following summarizes matters considered by the Trustees in connection with
their renewal of the Fund's Management Contract. The Trustees did not identify
any single factor as all-important or controlling, and the summary does not
detail all the matters that were considered.
A. Ancillary Benefits to Shareholders. The Trustees considered the benefits to
shareholders of investing in a Fund that is part of a large number of
investment companies offering a variety of investment disciplines and
providing for a large variety of Fund and shareholder services.
44
Pioneer Value Fund
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
B. Compliance and Investment Performance. The Trustees determined that the
Investment Adviser had policies and systems reasonably designed to achieve
compliance with the Fund's investment objective and regulatory
requirements. The Trustees also reviewed the Fund's investment performance
based upon total return, as well as the Fund's performance compared to both
the performance of a peer group and the results of an index, in each case
selected by the Independent Trustees for this purpose. The Fund's
performance based upon total return was in the second quintile of the peer
group for the 12 months ended June 30, 2004, the second quintile for the
three years ended June 30, 2004, and was in the first quintile for the five
years ended June 30, 2004. (In all quintile rankings referred to throughout
this discussion first quintile is most favorable to the Fund's
shareholders. Thus, highest relative performance would be first quintile
and lowest relative expenses also would be first quintile.) The Trustees
concluded that the performance of the Fund supported the continuation of
the Management Contract.
C. The Investment Adviser's Personnel and Methods. The Trustees reviewed the
background of members of the team responsible for the daily management of
the Fund and the Fund's investment objective and discipline. The
Independent Trustees also have had discussions with senior management of
the Investment Adviser responsible for investment operations and the senior
management of the Investment Adviser's equities group. Among other things,
the Trustees considered the number, education and experience of the
Investment Adviser's investment staff and their use of technology and
emphasis on analytics in view of the risk profile of securities in which
the Fund invests. The Trustees concluded that the Investment Adviser had
the quality and depth of personnel and the well-developed methods essential
to performing its duties under the Management Contract.
D. Nature and Quality of Other Services. The Trustees considered the nature,
quality, cost and extent of other services provided to shareholders of the
Fund, including administrative and shareholder services performed by the
Investment Adviser under the Management Contract. The Trustees also
considered the reasonableness of the arrangements for reimbursement of the
Investment Adviser's out-of-pocket costs and expenses, including overhead,
for certain administrative services that the Investment Adviser is not
45
Pioneer Value Fund
- -------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES
IN APPROVING THE MANAGEMENT CONTRACT (continued)
- -------------------------------------------------------------------------------
required to provide under the Management Contract. The Trustees also
considered the nature and extent of the other services provided by the
Investment Adviser's affiliates under other contracts and its supervision
of third party service providers. Based on these considerations, the
Trustees concluded that the nature, quality, cost and extent of such
services are satisfactory and reliable and serve the shareholders of the
Fund well.
E. Management Fee and Expenses. The Trustees considered the Investment
Adviser's fee under the Management Contract relative to the management fees
charged by a peer group of funds selected by the Independent Trustees for
this purpose using data provided by an independent third party. The Fund's
management fee was in the third quintile for the 12 months ended June 30,
2004 relative to the management fees paid by the other funds in that peer
group for the comparable period. The Trustees also considered that the
Fund's performance fee structure aligned the interests of the shareholders
and the Investment Adviser. The Trustees noted that the Investment Adviser
was waiving the floor on the management fee, but did not take that into
consideration in evaluating the contract. The Trustees determined that the
fee under the Management Contract was reasonable and fair in light of both
the overall nature and quality of services provided by the Investment
Adviser and the fees charged by the funds in the peer group. The Trustees
also considered the Fund's expense ratio for the 12 months ended June 30,
2004 and expense ratios for the comparable period of an applicable peer
group of funds. The Fund's expense ratio was in the third quintile of the
applicable peer group for the most recent fiscal year of the peer group.
The Trustees concluded that the Fund's overall expense ratio was average
and reasonably managed to the benefit of shareholders of the Fund.
F. Profitability. The Trustees considered the level of the Investment
Adviser's profits with respect to the management of the Pioneer Funds,
including details with respect to the Fund. This consideration included a
review of the Investment Adviser's methodology in allocating certain of its
costs to the management of each Fund. The Trustees also considered the
financial results realized by the Investment Adviser in connection with the
operation of the Fund. They further considered the profits realized by the
Investment Adviser and its affiliates from non-fund businesses that may
benefit from or be related to the Fund's business. The Trustees considered
the Investment Adviser's profit margins in comparison with the
46
Pioneer Value Fund
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
limited available industry data. The Trustees concluded that the Investment
Adviser's profits from management of the Pioneer Funds, including the
financial results derived from the Fund, bear a reasonable relationship to
the services rendered and are fair for the management of the Fund.
G. Economies of Scale. The Trustees considered the economies of scale with
respect to the management of the Fund, whether the Fund had appropriately
benefited from any economies of scale, and whether there was potential for
realization of any further economies of scale. Because of breakpoints in
the management fee, the Trustees concluded that any perceived or potential
economies of scale would be shared at future asset levels in a reasonable
manner as the Fund grows in size between Fund's shareholders and the
Investment Adviser.
H. Other Benefits to the Investment Adviser. The Trustees also considered the
character and amount of fees paid by the Fund, other than under the
Management Contract, for services provided by the Investment Adviser and
affiliates, including fees for services such as shareholder services. The
Trustees also considered the receipt of sales loads and payments under Rule
12b-1 plans in respect of the Pioneer Funds (including the Fund), and
benefits to the Investment Adviser from the use of "soft" commission
dollars to pay for research and brokerage services. The Trustees further
considered the revenues and profitability of the Investment Adviser's
businesses other than the fund business, including the Investment Adviser's
institutional investment advisory business. The Trustees considered the
intangible benefits that accrue to the Investment Adviser and its
affiliates by virtue of its relationship with the Fund and the Pioneer
Funds as a group. The Trustees concluded that all these types of benefits
accruing to the Investment Adviser were reasonable in the context of the
overall relationship between the Investment Adviser and the Fund.
Conclusion. The Trustees, in light of the Investment Adviser's overall
performance, considered it appropriate to continue to retain the management
services of the Investment Adviser. Based on their evaluation of all material
factors deemed relevant and the advice of independent counsel, the Trustees
concluded that the Management Contract with the Fund is fair and reasonable and
voted to approve the continuation of the Management Contract for another year.
47
- -------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
Please consider a fund's investment objectives, risks, charges and expenses
carefully before investing. The prospectus contains this and other information
about a fund and should be read carefully before you invest or send money. To
obtain a prospectus and for other information on any Pioneer fund, contact your
advisor, call 1-800-225-6292 or visit our web site at www.pioneerfunds.com.
U.S. Equity
Pioneer Fund
Pioneer Balanced Fund
Pioneer Cullen Value Fund
Pioneer Equity Income Fund
Pioneer Equity Opportunity Fund
Pioneer Growth Opportunities Fund
Pioneer Growth Shares
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge Large Cap
Growth Fund
Pioneer Oak Ridge Small Cap
Growth Fund
Pioneer AmPac Growth Fund(1)
Pioneer Small and Mid Cap
Growth Fund(2)
Pioneer Growth Leaders Fund(3)
Pioneer Strategic Growth Fund(4)
Pioneer Real Estate Shares
Pioneer Research Fund
Pioneer Small Cap Value Fund
Pioneer Small Company Fund
Pioneer Value Fund
Asset Allocation
Pioneer Ibbotson Moderate
Allocation Fund Pioneer Ibbotson Growth
Allocation Fund
Pioneer Ibbotson Aggressive
Allocation Fund
International/Global Equity
Pioneer Emerging Markets Fund
Pioneer Europe Select Fund
Pioneer Europe Fund
Pioneer International Equity Fund
Pioneer International Value Fund
Fixed Income
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer California Tax Free
Income Fund
Pioneer Global High Yield Fund
Pioneer High Yield Fund
Pioneer Municipal Bond Fund
Pioneer Short Term Income Fund
Pioneer Strategic Income Fund
Pioneer Tax Free Income Fund
Money Market
Pioneer Cash Reserves Fund*
Pioneer Tax Free Money
Market Fund
(1) Formerly Pioneer Papp America-Pacific Rim Fund
(2) Formerly Pioneer Papp Small and Mid Cap Growth Fund
(3) Formerly Pioneer Papp Stock Fund
(4) Formerly Pioneer Papp Strategic Growth Fund
* An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Fund seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Fund.
48
Pioneer Value Fund
- -------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- -------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
David R. Bock Osbert M. Hood, Executive
Mary K. Bush Vice President
Margaret B.W. Graham Vincent Nave, Treasurer
Osbert M. Hood Dorothy E. Bourassa, Secretary
Marguerite A. Piret
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Wilmer Cutler Pickering Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 6-month period ended August 31, 2004 is publicly available to
shareowners at www.pioneerfunds.com. This information is also available on the
Securities and Exchange Commission's web site at http://www.sec.gov.
49
This page for your notes.
50
This page for your notes.
51
This page for your notes.
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
Please consider the Fund's investment objectives, risks, charges and expenses
carefully before investing. The prospectus contains this and other information
about the Fund and should be read carefully before you invest. To obtain a
prospectus and for other information on any Pioneer fund, call 1-800-225-6292 or
visit our web site www.pioneerfunds.com.
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.
N/A
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
N/A
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
N/A
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognizes 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 recognizes that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The Fund's independent auditor, Ernst & Young
LLP ("E&Y"), recently has advised the Securities
and Exchange Commission, the Public Company
Accounting Oversight Board, and the Audit
Committee of the Fund's Board of Trustees that
certain non-audit work performed by E&Y's China
affiliate has raised questions regarding E&Y's
independence with respect to its performance of
audit services for the Fund. In July 2004, E&Y
became aware that member firms in China ("E&Y
China") provided certain tax services to offices of
UniCredito Italiano, S.p.A. ("UCI"), a member of
the Fund's Investment Company Complex. The
services included receipt and disbursement of
monies transferred to E&Y China by UCI in
payment of individual expatriate income taxes due
on returns prepared by E&Y China for certain UCI
employees located in China from October 1998 to
May 2003. E&Y became auditors of the Fund in
May 2002. These expatriate tax services were
discontinued in May 2003. The fees received by
E&Y China for all such services totaled $3,685.
The Fund's Audit Committee and E&Y have
discussed the matter, including the nature of the
services provided, the personnel involved in
providing the services and the fees received by
E&Y for performing the services. The Committee
continues to review the facts and circumstances
surrounding the matter, including the issue of
whether the monies transferred for employees' taxes
were de facto monies due the employees for tax
payments rather than monies belonging to UCI.
E&Y has informed the Audit Committee that based
on its internal reviews and the de minimis nature of
the services provided and fees received, it does not
believe its independence with respect to the Fund
has been impaired.
(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.
N/A
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 May 27, 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 May 27, 2005
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date May 27, 2005
* Print the name and title of each signing officer under his or her signature.