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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-07611
Pioneer Value Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: September 30
Date of reporting period: October 1, 2005 through September 30, 2006
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
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PIONEER
-------
VALUE
FUND
Annual
Report
9/30/06
[LOGO] PIONEER
Investments(R)
Table of Contents
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Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 16
Schedule of Investments 18
Financial Statements 23
Notes to Financial Statements 33
Report of Independent Registered Public Accounting Firm 44
Trustees, Officers and Service Providers 45
President's
Dear Shareowner,
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Mature and emerging market economies around the world showed moderate
improvement after a flat second quarter. The U.S. saw some resurgence of
growth, which we expect to continue through the fourth quarter of 2006 and into
2007, although this growth may be slow with housing sector measures down in
recent months. While inflation pressures have risen slightly in recent months,
we believe the United States may now be at the end of the Fed's monetary
tightening cycle. Mature economies, led by Japan, remain firm, as do European
economic prospects, with strong GDP data reflecting the broad-based strength
seen in crucial indicators.
U.S. economic growth was back on track after lackluster market results prior to
Labor Day. Consumer spending rose with receding gas prices, just in time for
the back-to-school season, which retailers now consider the second most
lucrative period after the Christmas season. U.S. economic growth is in line
with our projections; we anticipate U.S. GDP finishing with a level of around
3.0% for 2006.
In our view, the pace of corporate earnings growth should slow amid pressure
from high raw materials costs and moderating economic growth. However, modest
U.S. dollar depreciation and improving growth overseas should offer some
support to U.S. earnings.
The European economy continues to improve and appears to be at its healthiest
in six years, with business confidence showing improvement across sectors and
consumers becoming more optimistic. While business sentiment indicators have
had a tendency to over-estimate growth in recent years, their broad-based
improvement across countries since 2005 is a clear sign that European economic
growth should continue through 2006.
The positive long-term drivers of emerging markets remain in place: improving
domestic growth and inflation stability; structural reform; debt sustainability
and favorable demographics. Together, the emerging markets' current account
surplus is at record highs while external debt as a percentage of GDP is at its
lowest since 1991.
In summary, we think that despite the existence of some inflation pressures
seen by the Federal Reserve and its counterparts in developed economies, it
seems as if interest rates will remain mostly unchanged. U.S. economic growth
is expected to remain positive, as it
2
Letter
should among the developed nations for the remainder of 2006. Any further
geopolitical issues and rising energy prices could lead to deceleration, but
not a derailment from the current healthy pace of economic growth, as
investment is expected to remain robust, benefiting from sustained internal and
international demand worldwide.
Our cautiously optimistic outlook reinforces the importance of Pioneer's
message that investors should remain diversified, take a long-term view, and
base investment decisions on economic and market fundamentals rather than on
emotion. Our investment philosophy and approach continue to be based on the use
of fundamental research to identify a range of opportunities that offer an
attractive balance of risk and reward to help Fund shareowners work toward
their long-term goals.
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.
3
Pioneer Value Fund
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/06
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In the following discussion, Aaron Clark, lead portfolio manager, reviews the
market and the economy and describes the factors that affected Pioneer Value
Fund's performance during the 12-month period ended September 30, 2006.
Q: Please discuss the Fund's performance versus its benchmark and Lipper
peers.
A: During the 12 months ended September 30, 2006, the Class A shares of
Pioneer Value Fund returned 7.89% at net asset value. In comparison, the
average return of the 505 funds in its Lipper peer group, Large-Cap Value
Funds, was 11.99%. The Fund's benchmark, the Russell 1000 Value Index,
returned 14.62%.
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Q: The Fund produced a strong absolute return yet underperformed its
benchmark. What was the cause of this?
A: The past 12 months was a period of robust performance for the broader U.S.
stock market, largely as a result of the continued environment of steady
economic growth and robust corporate earnings. Value stocks performed
particularly well, as traditional value-oriented sectors such as
financials, basic materials, industrials and utilities all outperformed the
broader market.
While this backdrop was positive for the Fund, a handful of misses in
individual stocks led to underperformance. Most notably, the Fund did not
hold a position in ExxonMobil, which outperformed the energy sector as a
whole on the strength of its record earnings. Since the stock makes up 6%
of the benchmark, our decision not to own its shares had an outsized impact
on the Fund's relative performance. Also detracting from returns were the
Fund's holdings in Sprint Nextel, which reported weaker-than-expected
subscriber growth, and Dow Chemical, which fell sharply
4
Pioneer Value Fund
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from its November 2005 peak on concerns about slower earnings. Both stocks
were eliminated from the portfolio as of September 30, 2006.
Our approach is to use fundamental research to build a portfolio of stocks
whose prices do not fully reflect what we believe is the intrinsic value of
the underlying company. One outcome of this approach is that the portfolio
tends to be focused in about 40-60 stocks in which we hold the highest
level of conviction. As a result, two or three underperforming positions
can weigh on relative performance in the short-term. However, we believe
that our focus on purchasing shares in undervalued companies will stand the
Fund in good stead over time.
Q: What were some holdings that helped performance?
A: We generated strong performance through our stock selection in the consumer
discretionary sector, where the largest individual contributor was the
cable provider Comcast. The stock was the Fund's largest overweight
relative to the benchmark earlier in the year, but its substantial rally
during the second half of the reporting period - when the stock climbed
from about $26 to near $37 - caused its shares to move closer to what we
saw as its intrinsic value. We reduced the Fund's weighting in Comcast as a
result, but we continued to hold a reduced position as the reporting period
came to an end.
Our stock picks in the utilities sector also outperformed, due largely to a
nice rally in TXU Corp., a Texas-based electricity provider. In financials,
which represents the largest sector weighting in the Fund at 29.03% of
assets as of September 30, 2006, we added value through positions in
Allstate, which rallied late in the period when it became evident that this
year's hurricane season would be relatively tame in comparison to 2005, and
Amvescap, the U.K.-based investment manager that reported sharply rising
earnings behind a steady climb in its assets under management.
5
Pioneer Value Fund
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/06 (continued)
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Q: What notable changes did you make to the portfolio throughout the reporting
period?
A: We made more shifts in the Fund than we typically do during a 12-month
period, and so the portfolio's turnover was higher than would ordinarily be
the case. A large portion of this activity occurred in the energy sector,
where we elected to take profits in a number of stocks whose market values
had risen near, or in some cases above, what we believed was their
intrinsic value. The majority of these sales were in oil services stocks -
including Halliburton, Transocean and Ensco International - and in drillers
such as Occidental Petroleum, Devon Energy and Anadarko Petroleum. While we
redeployed some of the proceeds of these sales within the energy sector by
adding to positions in Conoco Phillips, Marathon Oil and Suncor Energy, we
also moved some money out of energy and into areas where we found more
attractive values. As a result, the Fund's weighting in energy declined
during the course of the annual reporting period.
Q: What were some of the areas where you made purchases?
A: Although the stock market has been performing well, we continue to find a
wealth of investment opportunities in individual companies. The reason for
this is that the types of high-quality, large-cap stocks we tend to favor
have also been the least popular with investors in recent years. For
example, there are a number of companies whose sales and earnings have
doubled in the past eight years, but whose stocks nonetheless have been
moving sideways during this time - a reflection of declining valuations. We
believe this apathy toward mega-cap stocks on the part of investors has
created opportunities, and we have sought to take advantage of this by
adding a number of stocks to the portfolio, including Home Depot, Dell
Computer, Hewlett-Packard, Cisco Systems, 3M, Merck and Kimberly-Clark. We
also purchased shares of Freescale Semiconductor, which subsequently was
taken over by a private equity consortium at a premium approximately 40%
above our average purchase price. Overall, we are pleased to have had the
chance to add these high-quality companies as long-term holdings in the
Fund.
6
Pioneer Value Fund
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Q: What is your overall view on the value segment of the market at present?
A: While past performance is no guarantee of future results, of course, the
long-term track record of large-cap value stocks has been outstanding
relative to the broader market. In fact, the Russell 1000 Value Index has
outperformed both large-cap growth stocks (as measured by the Russell 1000
Growth Index) and the large-cap segment as a whole (as measured by the
Russell 1000 Index) over the one-, three-, five-, ten-, and 15-year
intervals. Despite this long stretch of outperformance for the asset class,
we believe there are still a wealth of opportunities to invest in
high-quality, undervalued individual companies. In addition, the ongoing
strength of the U.S. economy, together with the growing likelihood that the
Federal Reserve is near finished with its long of series of interest rate
increases, continue to offer support for the market as a whole. We believe
this environment will continue to provide fertile ground in which to employ
our bottom-up approach to individual stock selection.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
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.
7
Pioneer Value Fund
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PORTFOLIO SUMMARY 9/30/06
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Portfolio Diversification
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(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED DOCUMENT.]
U.S. Common Stocks 87.7%
Temporary Cash Investments 4.7%
Depositary Receipts for International Stocks 4.2%
International Common Stocks 3.4%
Sector Distribution
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(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED DOCUMENT.]
Financials 30.2%
Health Care 13.9%
Energy 12.9%
Consumer Staples 11.3%
Information Technology 8.5%
Utilities 6.7%
Industrials 5.3%
Telecommunication Services 5.1%
Consumer Discretionary 3.7%
Materials 2.4%
10 Largest Holdings
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(As a percentage of equity holdings)*
1. Allstate Corp. 5.45%
2. Wachovia Corp. 4.28
3. Schering-Plough Corp. 4.28
4. American International Group, Inc. 4.16
5. ConocoPhillips 4.15
6. Verizon Communications, Inc. 3.80
7. Altria Group, Inc. 3.75
8. Bristol-Myers Squibb Co. 3.57
9. Merck & Co., Inc. 3.46
10. Citigroup, Inc. 3.37
* The list excludes temporary cash and derivative instruments. Portfolio
holdings will vary for other periods. The holdings listed should not be
considered recommendations to buy or sell any security listed.
8
Pioneer Value Fund
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PRICES AND DISTRIBUTIONS
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Net Asset Value Per Share
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Class 9/30/06 9/30/05
----- ------- -------
A $18.55 $17.55
B $17.36 $16.40
C $17.33 $16.39
Investor $18.56 $17.57
R $17.87 $17.10
Y $18.67 $17.59
Distributions Per Share
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10/1/05 - 9/30/06
-----------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
----- ------ ------------- -------------
A $0.2460 $0.0033 $0.1131
B $0.0200 $0.0033 $0.1131
C $0.0300 $0.0033 $0.1131
Investor $0.2925 $0.0033 $0.1131
R $ - $0.0033 $0.1131
Y $0.2421 $0.0033 $0.1131
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INDEX DEFINITIONS
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The Russell 1000 Value Index measures the performance of large-cap U.S. value
stocks. Index returns assume reinvestment of dividends and, unlike Fund returns,
do not reflect any fees, expenses or sales charges. You cannot invest directly
in an index.
The index defined here pertains to the "Value of $10,000 Investment" charts on
pages 10-15.
9
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/06 CLASS A SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund at public offering price, compared to that
of the Russell 1000 Value Index.
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Average Annual Total Returns
(As of September 30, 2006)
Net Asset Public Offering
Period Value (NAV) Price (POP)
10 Years 6.82% 6.19%
5 Years 8.01 6.74
1 Year 7.89 1.69
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED
DOCUMENT.]
Date Pioneer Value Fund Russell 1000 Value Index
9/96 $ 9,425 $10,000
$13,755 $14,231
9/98 $10,458 $14,743
$11,699 $17,503
9/00 $13,605 $19,063
$12,397 $17,364
9/02 $10,317 $14,421
$12,684 $17,935
9/04 $14,845 $21,615
$16,895 $25,222
9/06 $18,229 $28,909
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
10
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/06 CLASS B SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund, compared to that of the Russell 1000
Value Index.
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Average Annual Total Returns
(As of September 30, 2006)
Period If Held If Redeemed
10 Years 5.65% 5.65%
5 Years 6.81 6.81
1 Year 6.74 2.74
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED
DOCUMENT.]
Date Pioneer Value Fund Russell 1000 Value Index
9/96 $10,000 $10,000
$14,459 $14,231
9/98 $10,879 $14,743
$12,035 $17,503
9/00 $13,817 $19,063
$12,457 $17,364
9/02 $10,256 $14,421
$12,421 $17,935
9/04 $14,402 $21,615
$16,225 $25,222
9/06 $17,318 $28,909
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). 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.pioneerinvestments.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.
11
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/06 CLASS C SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund, compared to that of the Russell 1000
Value Index.
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Average Annual Total Returns
(As of September 30, 2006)
Period If Held If Redeemed
10 Years 5.64% 5.64%
5 Years 6.79 6.79
1 Year 6.68 6.68
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED
DOCUMENT.]
Date Pioneer Value Fund Russell 1000 Value Index
9/96 $10,000 $10,000
$14,451 $14,231
9/98 $10,895 $14,743
$12,056 $17,503
9/00 $13,845 $19,063
$12,463 $17,364
9/02 $10,246 $14,421
$12,460 $17,935
9/04 $14,411 $21,615
$16,227 $25,222
9/06 $17,312 $28,909
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). The performance of Class C shares does not reflect
the 1% front-end sales charge in effect prior to February 1, 2004. If you paid a
1% sales charge, your returns would be lower than those shown above. "If Held"
results represent the percent change in net asset value per share. Returns would
have been lower had sales charges been reflected. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
12
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/06 INVESTOR CLASS SHARES
Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund, compared to that of the Russell 1000
Value Index.
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Average Annual Total Returns
(As of September 30, 2006)
Period If Held If Redeemed
Life-of-Class
(12/10/04) 8.71% 8.71%
1 Year 8.11 8.11
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED
DOCUMENT.]
Date Pioneer Value Fund Russell 1000 Value Index
12/04 $10,000 $10,000
9/05 $10,488 $10,572
9/06 $11,338 $12,117
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
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.
13
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/06 CLASS R SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund, compared to that of the Russell 1000
Value Index.
- --------------------------------------------------------------------------------
Average Annual Total Returns
(As of September 30, 2006)
Period If Held If Redeemed
10 Years 5.87% 5.87%
5 Years 6.63 6.63
1 Year 5.22 5.22
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED
DOCUMENT.]
Date Pioneer Value Fund Russell 1000 Value Index
9/96 $10,000 $10,000
$14,524 $14,231
9/98 $10,986 $14,743
$12,228 $17,503
9/00 $14,150 $19,063
$12,830 $17,364
9/02 $10,624 $14,421
$13,020 $17,935
9/04 $15,056 $21,615
$16,810 $25,222
9/06 $17,687 $28,909
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
The performance of Class R shares for the period prior to the commencement of
operations of Class R shares on April 1, 2003 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. Class R shares are not subject to sales charges and
are available for limited groups of investors. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
14
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/06 CLASS Y SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund, compared to that of the Russell 1000
Value Index.
- --------------------------------------------------------------------------------
Average Annual Total Returns
(As of September 30, 2006)
Period If Held If Redeemed
10 Years 6.92% 6.92%
5 Years 8.22 8.22
1 Year 8.31 8.31
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED
DOCUMENT.]
Date Pioneer Value Fund Russell 1000 Value Index
9/96 $10,000 $10,000
$14,595 $14,231
9/98 $11,097 $14,743
$12,414 $17,503
9/00 $14,437 $19,063
$13,155 $17,364
9/02 $10,948 $14,421
$13,459 $17,935
9/04 $15,761 $21,615
$18,030 $25,222
9/06 $19,529 $28,909
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Performance for periods prior to the inception of Class Y shares reflects the
NAV performance of the Fund's Class A shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to Class A
shares. Since fees for Class A shares are generally higher than those of Class Y
shares, the performance shown for Class 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.
15
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 [divided by] $1,000 = 8.6
2. Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Value Fund
Based on actual returns from April 1, 2006 through September 30, 2006.
Share Class A B C Investor R Y
- -------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 4/1/06
Ending Account $1,033.03 $1,027.33 $1,026.66 $1,033.66 $1,021.16 $1,034.58
Value On 9/30/06
Expenses Paid $ 4.79 $ 10.32 $ 10.31 $ 3.67 $ 15.61 $ 2.81
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 0.94%, 2.03%,
2.03%, 0.72%, 3.08% and 0.55% for Class A, Class B, Class C, Investor
Class, Class R and Class Y shares, respectively, multiplied by the average
account value over the period, multiplied by 183/365 (to reflect the
one-half year period).
16
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% return per year before expenses, reflect
ing the period from April 1, 2006 through September 30, 2006.
Share Class A B C Investor R Y
- -------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 4/1/06
Ending Account $1,020.36 $1,014.89 $1,014.89 $1,021.46 $1,009.63 $1,022.31
Value On 9/30/06
Expenses Paid $ 4.76 $ 10.25 $ 10.25 $ 3.65 $ 15.52 $ 2.79
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 0.94%, 2.03%,
2.03%, 0.72%, 3.08% and 0.55% for Class A, Class B, Class C, Investor
Class, Class R and Class Y shares, respectively, multiplied by the average
account value over the period, multiplied by 183/365 (to reflect the
one-half year period).
17
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/06
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 96.0%
Energy - 12.4%
Integrated Oil & Gas - 10.5%
1,181,600 Chevron Corp.* $ 76,638,576
2,917,370 ConocoPhillips* 173,671,036
93,000 Hess Corp.* 3,852,060
1,445,000 Suncor Energy, Inc.* 104,112,250
1,264,600 USX-Marathon Group, Inc.* 97,247,740
--------------
$ 455,521,662
--------------
Oil & Gas Equipment & Services - 1.9%
1,495,600 Technip $ 85,024,483
--------------
Total Energy $ 540,546,145
--------------
Materials - 2.2%
Diversified Metals & Mining - 1.7%
1,402,700 Freeport-McMoRan Copper & Gold, Inc. (Class B)* $ 74,707,802
--------------
Gold - 0.5%
525,000 Newmont Mining Corp.* $ 22,443,750
--------------
Total Materials $ 97,151,552
--------------
Capital Goods - 4.3%
Construction, Farm Machinery & Heavy Trucks - 1.5%
801,400 Deere & Co. $ 67,245,474
--------------
Industrial Conglomerates - 2.8%
800,000 3M Co.* $ 59,536,000
2,156,400 Tyco International, Ltd. 60,357,636
--------------
$ 119,893,636
--------------
Total Capital Goods $ 187,139,110
--------------
Transportation - 0.8%
Railroads - 0.8%
815,000 Norfolk Southern Corp.* $ 35,900,750
--------------
Total Transportation $ 35,900,750
--------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Media - 3.0%
Broadcasting & Cable TV - 3.0%
2,972,800 Clear Channel Communications, Inc. (b) $ 85,765,280
1,246,600 Comcast Corp.*(b) 45,937,210
--------------
$ 131,702,490
--------------
Total Media $ 131,702,490
--------------
Retailing - 0.5%
Home Improvement Retail - 0.5%
600,000 Home Depot, Inc.* $ 21,762,000
--------------
Total Retailing $ 21,762,000
--------------
Food & Drug Retailing - 0.9%
Food Retail - 0.9%
1,678,200 Kroger Co.* $ 38,833,548
--------------
Total Food & Drug Retailing $ 38,833,548
--------------
Food, Beverage & Tobacco - 6.6%
Packaged Foods & Meats - 3.0%
830,000 Campbell Soup Co. $ 30,295,000
1,756,900 General Mills, Inc. 99,440,540
--------------
$ 129,735,540
--------------
Tobacco - 3.6%
2,050,000 Altria Group, Inc. $ 156,927,500
--------------
Total Food, Beverage & Tobacco $ 286,663,040
--------------
Household & Personal Products - 3.4%
Household Products - 2.7%
1,804,900 Kimberly-Clark Corp. $ 117,968,264
--------------
Personal Products - 0.7%
950,000 Avon Products, Inc.* $ 29,127,000
--------------
Total Household & Personal Products $ 147,095,264
--------------
Health Care Equipment & Services - 1.5%
Health Care Equipment - 1.1%
3,209,800 Boston Scientific Corp.* $ 47,472,942
--------------
Managed Health Care - 0.4%
435,200 AETNA, Inc.* $ 17,212,160
--------------
Total Health Care Equipment & Services $ 64,685,102
--------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/06 (continued)
- --------------------------------------------------------------------------------
Shares Value
Pharmaceuticals & Biotechnology - 11.9%
Pharmaceuticals - 11.9%
5,989,400 Bristol-Myers Squibb Co. $ 149,255,848
3,448,800 Merck & Co., Inc.* 144,504,720
8,100,000 Schering-Plough Corp. 178,929,000
875,000 Wyeth* 44,485,000
--------------
$ 517,174,568
--------------
Total Pharmaceuticals & Biotechnology $ 517,174,568
--------------
Banks - 7.3%
Diversified Banks - 4.1%
3,209,900 Wachovia Corp.* $ 179,112,420
--------------
Thrifts & Mortgage Finance - 3.2%
725,000 Freddie Mac* $ 48,089,250
2,092,300 Washington Mutual, Inc.* 90,952,281
--------------
$ 139,041,531
--------------
Total Banks $ 318,153,951
--------------
Diversified Financials - 10.5%
Asset Management & Custody Banks - 1.5%
5,850,000 Amvescap Plc* $ 63,493,311
--------------
Investment Banking & Brokerage - 2.7%
1,532,100 Merrill Lynch & Co., Inc. $ 119,840,862
--------------
Diversified Financial Services - 6.3%
2,500,900 Bank of America Corp.* $ 133,973,213
2,838,600 Citigroup, Inc. 140,993,262
--------------
$ 274,966,475
--------------
Total Diversified Financials $ 458,300,648
--------------
Insurance - 11.2%
Life & Health Insurance - 2.0%
4,425,000 UNUM Corp. (b) $ 85,800,750
--------------
Multi-Line Insurance - 4.0%
2,623,500 American International Group, Inc.* $ 173,833,110
--------------
Property & Casualty Insurance - 5.2%
3,630,000 Allstate Corp.* $ 227,709,900
--------------
Total Insurance $ 487,343,760
--------------
20 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Technology Hardware & Equipment - 6.3%
Communications Equipment - 2.5%
1,248,700 Cisco Systems, Inc.* $ 28,720,100
4,050,000 Nokia Corp. (A.D.R.) 79,744,500
--------------
$ 108,464,600
--------------
Computer Hardware - 3.8%
2,885,800 Dell, Inc.* $ 65,911,672
1,457,100 Hewlett-Packard Co. 53,460,999
535,000 IBM Corp.* 43,837,900
--------------
$ 163,210,571
--------------
Total Technology Hardware & Equipment $ 271,675,171
--------------
Semiconductors - 1.9%
Semiconductors - 1.9%
2,167,300 Freescale Semiconductor, Inc.*(b) $ 82,465,765
--------------
Total Semiconductors $ 82,465,765
--------------
Telecommunication Services - 4.9%
Integrated Telecommunciation Services - 4.9%
1,300,000 BellSouth Corp. $ 55,575,000
4,274,900 Verizon Communications, Inc. 158,727,037
--------------
$ 214,302,037
--------------
Total Telecommunication Services $ 214,302,037
--------------
Utilities - 6.4%
Electric Utilities - 4.1%
1,770,000 Edison International $ 73,702,800
1,850,000 Firstenergy Corp. 103,341,000
--------------
$ 177,043,800
--------------
Gas Utilities - 0.6%
350,000 Questar Corp.* $ 28,619,500
--------------
Independent Power Producer & Energy Traders - 1.7%
1,187,200 TXU Corp.* $ 74,223,744
--------------
Total Utilities $ 279,887,044
--------------
TOTAL COMMON STOCKS
(Cost $3,651,319,670) $4,180,781,945
--------------
The accompanying notes are an integral part of these financial statements. 21
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/06 (continued)
- --------------------------------------------------------------------------------
Principal
Amount Value
TEMPORARY CASH INVESTMENTS - 4.8%
Repurchase Agreement - 3.9%
$168,500,000 UBS Warburg, Inc., 5.0%, dated 9/29/06,
repurchase price of $168,500,000 plus
accrued interest on 10/2/06, collateralized by
$166,058,000 U.S. Treasury Bill, 5.125%,
6/30/11 $ 168,500,000
--------------
Shares
Time Deposits - 0.9%
27,697,492 Dresdner Bank AG, 5.34%, 10/2/06 $ 27,697,492
1,002,291 Dresdner Bank AG, 5.375%, 10/2/06 1,002,291
10,371,302 Royal Bank of Canada, 5.36%, 10/2/06 10,371,302
--------------
$ 39,071,085
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $207,571,085) $ 207,571,085
--------------
TOTAL INVESTMENT IN SECURITIES - 100.8%
(Cost $3,858,890,755)(a) $4,388,353,030
--------------
OTHER ASSETS AND LIABILITIES - (0.8)% $ (35,617,628)
--------------
TOTAL NET ASSETS - 100.0% $4,352,735,402
==============
* Non-income producing security.
(A.D.R.) American Depositary Receipt.
(a) At September 30, 2006, the net unrealized gain on investments based on
cost for federal income tax purposes of $3,871,369,105 was as follows:
Aggregate gross unrealized gain for all investments in which there is
an excess of value over tax cost $547,474,543
Aggregate gross unrealized loss for all investments in which there is
an excess of tax cost over value (30,490,618)
------------
Net unrealized gain $516,983,925
============
(b) At September 30, 2006, the following securities were out on loan:
Shares Security Value
703,000 Clear Channel Communications, Inc. $20,281,550
29,100 Comcast Corp.* 1,072,335
239,800 Freescale Semiconductor, Inc. 9,124,390
377,100 UNUM Corp. 7,311,969
-----------
Total $37,790,244
===========
Purchases and sales of securities (excluding temporary cash investments) for
the year ended September 30, 2006 aggregated $3,680,994,026 and $3,997,619,387,
respectively.
22 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 9/30/06
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities, at value (including securities
loaned of $37,790,244) (cost $3,858,890,755) $4,388,353,030
Receivables -
Fund shares sold 2,898,042
Dividends, interest and foreign taxes withheld 8,254,390
Other 102,316
--------------
Total assets $4,399,607,778
--------------
LIABILITIES:
Payables -
Fund shares repurchased $ 4,015,328
Upon return of securities loaned 39,071,085
Due to bank 2,501,852
Due to affiliates 903,428
Accrued expenses 380,683
--------------
Total liabilities $ 46,872,376
--------------
NET ASSETS:
Paid-in capital $3,281,058,207
Undistributed net investment income 23,985,777
Accumulated net realized gain on investments and foreign
currency transactions 518,235,201
Net unrealized gain on investments 529,462,275
Net unrealized loss on foreign currency transactions
and other assets and liabilities denominated in
foreign currencies (6,058)
--------------
Total net assets $4,352,735,402
==============
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $3,852,831,997/207,748,398 shares) $ 18.55
==============
Class B (based on $37,116,227/2,138,621 shares) $ 17.36
==============
Class C (based on $8,722,781/503,307 shares) $ 17.33
==============
Investor Class (based on $120,076,543/6,470,468 shares) $ 18.56
==============
Class R (based on $104,251/5,834 shares) $ 17.87
==============
Class Y (based on $333,883,603/17,887,494 shares) $ 18.67
==============
MAXIMUM OFFERING PRICE:
Class A ($18.55 [divided by] 94.25%) $ 19.68
==============
The accompanying notes are an integral part of these financial statements. 23
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended 9/30/06
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $438,286) $ 97,560,634
Interest 7,323,863
Income from securities loaned, net 306,259
-------------
Total investment income $ 105,190,756
-------------
EXPENSES:
Management fees
Basic Fee 26,552,664
Performance Adjustment (3,858,205)
Transfer agent fees and expenses
Class A 5,968,006
Class B 207,452
Class C 43,102
Investor Class 204,417
Class R 2,059
Class Y 10,790
Distribution fees
Class A 9,446,290
Class B 430,702
Class C 89,254
Class R 509
Administrative reimbursements 874,906
Custodian fees 141,643
Registration fees 81,186
Professional fees 174,310
Printing expense 102,807
Fees and expenses of nonaffiliated trustees 75,971
Miscellaneous 93,361
-------------
Total expenses $ 40,641,224
Less fees paid indirectly (58,325)
-------------
Net expenses $ 40,582,899
-------------
Net investment income $ 64,607,857
-------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) on:
Investments $ 547,121,123
Other assets and liabilities denominated in
foreign currencies (1,398,491) $ 545,722,632
------------- -------------
Change in net unrealized gain (loss) on:
Investments $(274,705,957)
Other assets and liabilities denominated in
foreign currencies (6,058) $(274,712,015)
------------- -------------
Net gain on investments and foreign currency transactions $ 271,010,617
-------------
Net increase in net assets resulting from operations $ 335,618,474
=============
24 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Years Ended 9/30/06 and 9/30/05, respectively
Year Ended Year Ended
9/30/06 9/30/05
FROM OPERATIONS:
Net investment income $ 64,607,857 $ 34,333,345
Net realized gain on investments and foreign
currency transactions 545,722,632 365,072,131
Change in net unrealized gain (loss) on investments
and foreign currency transactions (274,712,015) 120,243,059
-------------- --------------
Net increase in net assets resulting
from operations $ 335,618,474 $ 519,648,535
-------------- --------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.25 and $0.12 per share, respectively) $ (53,968,147) $ (25,577,281)
Class B ($0.02 and $0.00 per share, respectively) (46,714) -
Class C ($0.03 and $0.00 per share, respectively) (15,416) -
Investor Class ($0.29 and $0.07 per share,
respectively) (1,986,739) (494,415)
Class Y ($0.24 and $0.18 per share, respectively) (4,420,701) (88,697)
Net realized gain:
Class A ($0.12 and $3.56 per share, respectively) (26,160,347) (712,796,982)
Class B ($0.12 and $3.56 per share, respectively) (340,908) (5,912,060)
Class C ($0.12 and $3.56 per share, respectively) (64,584) (1,766,558)
Investor Class ($0.12 and $3.56 per share,
respectively) (818,170) (6,586,748)
Class R ($0.12 and $3.56 per share, respectively) (842) (3,431)
Class Y ($0.12 and $3.56 per share, respectively) (2,061,923) (1,279,809)
-------------- --------------
Total distributions to shareowners $ (89,884,491) $ (754,505,981)
-------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 256,051,331 $ 188,636,084
Shares issued in reorganization - 567,020,957
Reinvestment of distributions 78,542,681 705,941,513
Cost of shares repurchased (722,484,976) (521,289,250)
-------------- --------------
Net increase (decrease) in net assets resulting
from Fund share transactions $ (387,890,964) $ 940,309,304
-------------- --------------
Net increase (decrease) in net assets $ (142,156,981) $ 705,451,859
NET ASSETS:
Beginning of year 4,494,892,383 3,789,440,524
-------------- --------------
End of year $4,352,735,402 $4,494,892,383
============== ==============
Undistributed net investment income $ 23,985,777 $ 22,048,959
============== ==============
The accompanying notes are an integral part of these financial statements. 25
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
'06 shares '06 amount '05 shares '05 amount
CLASS A
Shares sold 7,176,182 $ 128,419,017 9,244,764 $ 164,906,907
Share issued in reorganization - - 6,351,296 110,131,470
Reinvestment of distributions 4,175,332 73,338,120 39,775,790 691,163,792
Less shares repurchased (31,366,142) (562,855,428) (26,554,629) (476,508,621)
----------- -------------- ----------- --------------
Net increase (decrease) (20,014,628) $ (361,098,291) 28,817,221 $ 489,693,548
=========== ============== =========== ==============
CLASS B
Shares sold 247,037 $ 4,146,733 338,605 $ 5,696,208
Share issued in reorganization - - 1,481,298 24,011,839
Reinvestment of distributions 21,488 352,191 329,840 5,377,266
Less shares repurchased (1,249,104) (20,901,280) (845,504) (14,304,832)
----------- -------------- ----------- --------------
Net increase (decrease) (980,579) $ (16,402,356) 1,304,239 $ 20,780,481
=========== ============== =========== ==============
CLASS C
Shares sold 105,209 $ 1,757,404 144,059 $ 2,414,742
Reinvestment of distributions 4,360 71,345 93,738 1,527,246
Less shares repurchased (150,906) (2,543,440) (206,212) (3,491,263)
----------- -------------- ----------- --------------
Net increase (decrease) (41,337) $ (714,691) 31,585 $ 450,725
=========== ============== =========== ==============
INVESTOR CLASS
Shares sold 1,559 $ 28,334 7,745 $ 134,553
Share issued in reorganization - - 7,975,352 137,973,598
Reinvestment of distributions 144,180 2,534,381 370,664 6,503,458
Less shares repurchased (826,285) (14,816,419) (1,202,747) (21,250,235)
----------- -------------- ----------- --------------
Net increase (decrease) (680,546) $ (12,253,704) 7,151,014 $ 123,361,374
=========== ============== =========== ==============
CLASS R
Shares sold 7,257 $ 123,655 1,614 $ 28,279
Reinvestment of distributions 49 838 193 3,302
Less shares repurchased (3,463) (61,396) (355) (6,169)
----------- -------------- ----------- --------------
Net increase 3,843 $ 63,097 1,452 $ 25,412
=========== ============== =========== ==============
CLASS Y
Shares sold 6,888,080 $ 121,576,188 863,316 $ 15,455,395
Share issued in reorganization - - 16,968,012 294,904,050
Reinvestment of distributions 127,515 2,245,806 78,254 1,366,449
Less shares repurchased (6,821,009) (121,307,013) (316,049) (5,728,130)
----------- -------------- ----------- --------------
Net increase 194,586 $ 2,514,981 17,593,533 $ 305,997,764
=========== ============== =========== ==============
26 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
9/30/06 9/30/05 9/30/04 9/30/03 9/30/02
CLASS A
Net asset value, beginning of period
$ 17.55 $ 18.83 $ 16.25 $ 15.29 $ 19.12
---------- ---------- ---------- ---------- ---------
Increase (decrease) from investment operations:
Net investment income $ 0.28 $ 0.14 $ 0.14 $ 0.11 $ 0.15
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 1.09 2.26 2.62 3.20 (3.17)
---------- ---------- ---------- ---------- ---------
Net increase (decrease) from investment operations $ 1.37 $ 2.40 $ 2.76 $ 3.31 $ (3.02)
Distributions to shareowners:
Net investment income (0.25) (0.12) (0.14) (0.24) (0.09)
Net realized gain (0.12) (3.56) (0.04) (2.11) (0.72)
---------- ---------- ---------- ---------- ---------
Net increase (decrease) in net asset value $ 1.00 $ (1.28) $ 2.58 $ 0.96 $ (3.83)
---------- ---------- ---------- ---------- ---------
Net asset value, end of period $ 18.55 $ 17.55 $ 18.83 $ 16.25 $ 15.29
========== ========== ========== ========== =========
Total return* 7.89% 13.81% 17.04% 22.94% (16.78)%
Ratio of net expenses to average net assets+ 0.94% 0.98% 1.02% 1.19% 1.16%
Ratio of net investment income to average net assets+ 1.44% 0.85% 0.72% 0.85% 0.74%
Portfolio turnover rate 86% 53% 40% 40% 61%
Net assets, end of period (in thousands) $3,852,832 $3,997,849 $3,745,950 $3,424,962 $3,016,623
Ratios with reduction for fees paid indirectly:
Net expenses 0.94% 0.97% 1.02% 1.19% 1.16%
Net investment income 1.44% 0.86% 0.72% 0.85% 0.74%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
27
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
9/30/06 9/30/05 9/30/04 9/30/03 9/30/02
CLASS B
Net asset value, beginning of period
$ 16.40 $ 17.87 $ 15.45 $ 14.71 $ 18.53
------- ------- ------- -------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.10 $ (0.04) $ (0.04) $ (0.13) $ (0.08)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 1.00 2.13 2.50 3.08 (3.02)
------- ------- ------- -------- --------
Net increase (decrease) from investment operations $ 1.10 $ 2.09 $ 2.46 $ 2.95 $ (3.10)
Distributions to shareowners:
Net investment income (0.02) - - (0.10) -
Net realized gain (0.12) (3.56) (0.04) (2.11) (0.72)
------- ------- ------- -------- --------
Net increase (decrease) in net asset value $ 0.96 $ (1.47) $ 2.42 $ 0.74 $ (3.82)
------- ------- ------- -------- --------
Net asset value, end of period $ 17.36 $ 16.40 $ 17.87 $ 15.45 $ 14.71
======= ======= ======= ======== ========
Total return* 6.74% 12.66% 15.95% 2111.00% (17.68)%
Ratio of net expenses to average net assets+ 2.03% 2.03% 1.89% 2.69% 2.28%
Ratio of net investment income (loss) to average net assets+ 0.32% (0.21)% (0.15)% (0.66)% (0.38)%
Portfolio turnover rate 86% 53% 40% 40% 61%
Net assets, end of period (in thousands) $37,116 $51,164 $32,440 $ 21,666 $ 17,976
Ratios with reduction for fees paid indirectly:
Net expenses 2.03% 2.02% 1.89% 2.68% 2.29%
Net investment income (loss) 0.32% (0.20)% (0.15)% (0.65)% (0.39)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
28
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
9/30/06 9/30/05 9/30/04 9/30/03 9/30/02
CLASS C
Net asset value, beginning of period
$ 16.39 $ 17.87 $ 15.49 $ 14.69 $ 18.53
------- ------- ------- ------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.07 $ (0.04) $ (0.09) $ (0.12) $ (0.10)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 1.02 2.12 2.51 3.13 (3.02)
------- ------- ------- ------- --------
Net increase (decrease) from investment operations $ 1.09 $ 2.08 $ 2.42 $ 3.01 $ (3.12)
Distributions to shareowners:
Net investment income (0.03) - - (0.10) -
Net realized gain (0.12) (3.56) (0.04) (2.11) (0.72)
------- ------- ------- ------- --------
Net increase (decrease) in net asset value $ 0.94 $ (1.48) $ 2.38 $ 0.80 $ (3.84)
------- ------- ------- ------- --------
Net asset value, end of period $ 17.33 $ 16.39 $ 17.87 $ 15.49 $ 14.69
======= ======= ======= ======= ========
Total return* 6.68% 12.60% 15.66% 21.61% (17.79)%
Ratio of net expenses to average net assets+ 2.03% 2.08% 2.21% 2.48% 2.32%
Ratio of net investment income (loss) to average net assets+ 0.34% (0.25)% (0.47)% (0.44)% (0.42)%
Portfolio turnover rate 86% 53% 40% 40% 61%
Net assets, end of period (in thousands) $ 8,723 $ 8,926 $ 9,168 $ 6,349 $ 4,256
Ratios with reduction for fees paid indirectly:
Net expenses 2.03% 2.07% 2.20% 2.47% 2.32%
Net investment income (loss) 0.34% (0.24)% (0.46)% (0.43)% (0.42)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
29
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
12/10/04 (a)
Year Ended to
9/30/06 9/30/05
INVESTOR CLASS
Net asset value, beginning of period $ 17.57 $ 17.30
-------- --------
Increase from investment operations:
Net investment income $ 0.31 $ 0.15
Net realized and unrealized gain on investments
and foreign currency transactions 1.09 1.15
-------- --------
Net increase from investment operations $ 1.40 $ 1.30
Distributions to shareowners:
Net investment income (0.29) (0.07)
Net realized gain (0.12) (0.96)
-------- --------
Net increase in net asset value $ 0.99 $ 0.27
-------- --------
Net asset value, end of period $ 18.56 $ 17.57
======== =======
Total return* 8.11% 7.54%(b)
Ratio of net expenses to average net assets+ 0.72% 0.75%**
Ratio of net investment income to average
net assets+ 1.66% 1.03%**
Portfolio turnover rate 86% 53%
Net assets, end of period (in thousands) $120,077 $125,647
Ratios with reduction for fees paid indirectly:
Net expenses 0.72% 0.74%**
Net investment income 1.66% 1.04%**
(a) Investor Class shares were issued in reorganization on December 10, 2004.
* 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.
(b) Not annualized.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
30 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
4/1/03 (a)
Year Ended Year Ended Year Ended to
9/30/06 3/30/05 3/30/04 9/30/03
CLASS R
Net asset value, beginning of period $ 17.10 $ 18.64 $ 16.24 $ 13.91
------- ------- ------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.29) $ (0.18) $ (0.12) $ 0.05
Net realized and unrealized gain on investments and foreign
currency transactions 1.18 2.20 2.65 2.34
------- ------- ------- --------
Net increase from investment operations $ 0.89 $ 2.02 $ 2.53 $ 2.39
Distributions to shareowners:
Net investment income - - (0.09) (0.06)
Net realized gain (0.12) (3.56) (0.04) -
------- ------- ------- --------
Net increase (decrease) in net asset value $ 0.77 $ (1.54) $ 2.40 $ 2.33
------- ------- ------- --------
Net asset value, end of period $ 17.87 $ 17.10 $ 18.64 $ 16.24
======= ======= ======= ========
Total return* 5.22% 11.65% 15.64% 17.19%(b)
Ratio of net expenses to average net assets+ 3.08% 3.05% 2.79% 1.42%**
Ratio of net investment income (loss) to average net assets+ (0.66)% (1.17)% (1.02)% 0.71%**
Portfolio turnover rate 86% 53% 40% 40%
Net assets, end of period (in thousands) $ 104 $ 34 $ 10 $ 1
Ratios with reduction for fees paid indirectly:
Net expenses 3.08% 3.03% 2.77% 1.42%**
Net investment income (loss) (0.66)% (1.15)% (1.00)% 0.71%**
(a) Class R shares were first publicly offered on April 1, 2003.
(b) Not annualized.
* 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.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
31
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
8/11/04 (a)
Year Ended Year Ended to
9/30/06 9/30/05 9/30/04
CLASS Y
Net asset value, beginning of period $ 17.59 $ 18.84 $ 18.16
-------- -------- -------
Increase from investment operations:
Net investment income $ 0.33 $ 0.12 $ 0.02
Net realized and unrealized gain on invest-
ments and foreign currency transactions 1.11 2.37 0.66
-------- -------- -------
Net increase from investment operations $ 1.44 $ 2.49 $ 0.68
Distributions to shareowners:
Net investment income (0.24) (0.18) -
Net realized gain (0.12) (3.56) -
-------- -------- -------
Net increase (decrease) in net asset value $ 1.08 $ (1.25) $ 0.68
-------- -------- -------
Net asset value, end of period $ 18.67 $ 17.59 $ 18.84
======== ======== =======
Total return* 8.31% 14.40% 3.74%(b)
Ratio of net expenses to average net assets+ 0.55% 0.59% 0.61%**
Ratio of net investment income to average
net assets+ 1.84% 1.50% 1.37%**
Portfolio turnover rate 86% 53% 40%
Net assets, end of period (in thousands) $333,884 $311,272 $ 1,872
Ratios with reduction for fees paid indirectly:
Net expenses 0.55% 0.59% 0.61%**
Net investment income 1.84% 1.51% 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 all distributions, the complete redemption of the
investment at net asset value at the end of each period.
(b) Not annualized.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
32 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/06
- --------------------------------------------------------------------------------
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.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors. Information regarding the Fund's principal investment
risks is contained in the Fund's prospectus(es). Please refer to those
documents when considering the Fund's risks.
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 year. 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
33
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/06 (continued)
- --------------------------------------------------------------------------------
consistent with those policies generally accepted in the investment company
industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value
of the Fund is computed once daily, on each day the New York Stock
Exchange (NYSE) is open, as of the close of regular trading on the NYSE.
In computing the net asset value, securities are valued at the last sale
price on the principal exchange where they are traded. Securities that
have not traded on the date of valuation, or securities for which sale
prices are not generally reported, are valued at the mean between the last
bid and asked prices. Securities for which market quotations are not
readily available are valued at their fair values as determined by, or
under the direction of, the Board of Trustees. Trading in foreign
securities is substantially completed each day at various times prior to
the close of the NYSE. The values of such securities used in computing the
net asset value of the Fund's shares are determined as of such times. The
Fund also may use the fair value of a security including a non U.S.
security when the closing market price on the principal exchange where the
security is traded no longer reflects the value of the security. At
September 30, 2006 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.
34
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on
foreign currency contracts, disposition of foreign currencies and the
difference between the amount of income accrued and the U.S. dollars
actually received. Further, the effects of changes in foreign currency
exchange rates on investments are not segregated in the statement of
operations from the effects of changes in market price of those securities
but are included with the net realized and unrealized gain or loss on
investments.
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income and net realized capital gains, if
any, to its shareowners. Therefore, no 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.
At September 30, 2006, the Fund reclassified $2,233,322 to decrease
undistributed net investment income and $2,233,322 to increase accumulated
net realized gain on investments and foreign currency transactions to
reflect permanent book/tax differences. This reclassification has no
impact on the net asset value of the Fund and is designed to present the
Fund's capital accounts on a tax basis.
The tax character of distributions paid during the years ended September
30, 2006 and September 30, 2005 were as follows:
35
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/06 (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2006 2005
- --------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $61,272,548 $ 72,054,389
Long-term capital gain 28,611,943 682,451,592
Return of capital - -
----------- ------------
Total $89,884,491 $754,505,981
=========== ============
- --------------------------------------------------------------------------------
The following shows the components of distributable earnings on a federal income
tax basis at September 30, 2006.
- --------------------------------------------------------------------------------
2006
- --------------------------------------------------------------------------------
Undistributed ordinary income $ 23,985,777
Undistributed long-term gain 530,713,551
Unrealized appreciation 516,977,867
--------------
Total $1,071,677,195
==============
- --------------------------------------------------------------------------------
The difference between book-basis and tax-basis unrealized appreciation 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 September 30, 2006, the Fund had no outstanding settlement or
portfolio hedges.
36
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 $181,584 in underwriting commissions on the
sale of Class A shares during the year ended September 30, 2006.
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.
37
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/06 (continued)
- --------------------------------------------------------------------------------
H. Security Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors, with the Fund's custodian acting as the
lending agent. When entering into a loan, the Fund receives collateral,
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Fund also continues to receive interest or
payments in lieu of dividends on the securities loaned. Gain or loss in
the fair value of the loaned securities that may occur during the term of
the loan will be for the account of the Fund. The loans are secured by
collateral of at least 102%, at all times, of the fair value of the
securities loaned. The amount of the collateral will be adjusted daily to
reflect any price fluctuation in the value of the loaned securities. The
Fund has the right under the lending agreements to recover the securities
from the borrower on demand. The Fund invests cash collateral in interest
bearing bank deposits.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredito Italiano, manages the
Fund's portfolio. PIM receives a basic fee that is calculated at the annual
rate of 0.60% of the Fund's average daily net assets up to $5 billion, 0.575%
on the next $5 billion and 0.55% on the excess over $10 billion. The basic fee
is subject to a performance adjustment (limited to a maximum of -0.10% applied
to average assets during the measurement period) based on the Fund's investment
performance as compared with the Russell 1000[RegTM] Value Index over a rolling
36-month period. In addition, the fee is further limited to a maximum
annualized rate adjustment of -0.10% (a "ceiling" and a "floor") applied to
average assets during the current month. Effective August 1, 2004, PIM
commenced a voluntary waiver of the minimum fee provision (the "floor"), but
may reimpose it in the future. Pursuant to a shareowner vote on April 17, 2003
the benchmark was changed from the Lipper Growth & Income Funds Index effective
May 1, 2003; however, the Lipper Growth & Income Index will be used for monthly
periods prior to May 1, 2003 until it is eventually phased out. For the year
ended September 30, 2006, the aggregate performance adjustment resulted in a
decrease to the basic fee of $3,858,205. For the year ended September 30, 2006,
the net management fee was equivalent to 0.51% of average daily net assets.
38
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Through December 10, 2006, PIM has agreed not to impose all or a portion of its
management fees and to assume other operating expenses (excluding taxes,
commissions, interest and extraordinary expenses) of the Fund to the extent
necessary to limit Investor Class expenses to 1.10% of the average daily net
assets attributable to Investor Class shares.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At September 30, 2006, $162,660 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 $687,524 in transfer agent
fees payable to PIMSS at September 30, 2006.
4. Distribution and Service Plans
The Fund adopted a Plan of Distribution with respect to Class A, Class B, Class
C and Class R shares in accordance with Rule 12b-1 under the Investment Company
Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service fee of
up to 0.25% of the average daily net assets attributable to Class A shares in
reimbursement of its actual expenditures to finance activities primarily
intended to result in the sale of Class A shares. Pursuant to the Class B Plan
and the Class C Plan, the Fund pays PFD 1.00% of the average daily net assets
attributable to each class of shares. The fee consists of a 0.25% service fee
and a 0.75% distribution fee paid as compensation for personal services and/or
account maintenance services or distribution services with regard to Class B
and Class C shares. Pursuant to the Class R Plan, the Fund pays PFD 0.50% of
the average daily net assets attributable to Class R shares as compensation for
distribution services. Included in due to affiliates is $53,244 in distribution
fees payable to PFD at September 30, 2006.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay as compensation to
securities dealers, plan administrators or other service organizations that
agree to provide certain services to retire-
39
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/06 (continued)
- --------------------------------------------------------------------------------
ment 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). A
CDSC of 1.00% may be imposed on redemptions of certain net asset value
purchases of Class A shares within 18 months of purchase. Class B shares that
are redeemed within five years of purchase are subject to a CDSC at declining
rates beginning at 4.00%, based on the lower of cost or market value of shares
being redeemed. Redemptions of Class C shares within one year of purchase are
subject to a CDSC of 1.00%. There is no CDSC for Class R shares. Proceeds from
the CDSCs are paid to PFD. For the year ended September 30, 2006, CDSCs in the
amount of $83,118 were paid to PFD.
5. Commission Recapture and Expense Offset Arrangements
Effective July 15, 2005, the Fund has entered into commission recapture
arrangements with brokers with whom PIM places trades on behalf of the Fund
where they provide services to the Fund in addition to trade execution. These
services included payments of certain expenses on behalf of the Fund. For the
year ended September 30, 2006, expenses were reduced by $58,325 under this
agreement. In addition, the Fund has entered into certain expense offset
arrangements with PIMSS resulting in a reduction in the Fund's total expenses
due to interest earned on cash held by PIMSS. For the year ended September 30,
2006, the Fund's expenses were not reduced 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
40
Pioneer Value Fund
- --------------------------------------------------------------------------------
year ended September 30, 2006, the Fund had no borrowings under this agreement.
7. Merger Information
On December 8, 2004, beneficial owners of Safeco Large-Cap Value Fund (one of
the series that comprised Safeco Common Stock Trust) approved a proposed
Agreement and Plan of Reorganization that provided for the merger listed below.
This tax-free reorganization was 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 $3,928,863,026 $137,973,598 $4,079,685,285
Shares
Outstanding 227,295,131 7,250,390 235,410,358
Investor Class
Shares
Issued - - 7,975,352
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Unrealized
Appreciation Accumulated
on Closing Realized Gain
Date (on Closing Date)
- --------------------------------------------------------------------------------------------
Safeco Large-Cap Value Fund $ 32,305,797 $ 14,519,243
- --------------------------------------------------------------------------------------------
In addition, on September 22, 2005, beneficial owners of AmSouth Value Fund
approved a proposed Agreement and Plan of Reorganization that provided for the
merger listed below. This tax-free reorganization was accomplished on September
23, 2005, by exchanging all of AmSouth Value Fund's net assets for Value Fund's
shares, based on Value Fund's Class A, Class B, Class C, Investor Class, Class
R and Class Y shares' ending net asset value, respectively. The following
charts show the details of the reorganizations as of that closing date
("Closing Date"):
41
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/06 (continued)
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Pioneer AmSouth Pioneer
Value Fund Value Fund Value Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- ----------------------------------------------------------------------------------------------
Net Assets
Class A $3,846,864,590 $110,131,470 $3,956,996,060
Class B $ 26,743,819 $ 24,011,838 $ 50,755,657
Class C $ 8,808,028 $ - $ 8,808,028
Class R $ 33,730 $ - $ 33,730
Class Y $ 14,016,138 $ - $ 308,920,188
Investor Class $ 124,517,490 $ - $ 124,517,490
Class I $ - $294,904,050 $ -
Total Net
Assets $4,020,983,794 $429,047,359 $4,450,031,153
Shares
Outstanding
Class A 221,821,985 6,958,193 228,173,281
Class B 1,650,090 1,553,237 3,131,388
Class C 543,908 - 543,908
Class R 1,994 - 1,994
Class Y 808,519 - 20,776,532
Investor Class 7,173,404 - 7,173,404
Class I - 18,668,696 -
Shares
Issued in
Reorganization
Class A 6,351,296
Class B 1,481,298
Class Y 16,968,012
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Unrealized Accumulated
Depreciation on Gain on
Closing Date Closing Date
- ----------------------------------------------------------------------------------------------
AmSouth Value Fund $73,055,075 $(28,434,297)
- ----------------------------------------------------------------------------------------------
8. New Pronouncements
On July 13, 2006, the Financial Accounting Standards Board (FASB) released FASB
Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48).
FIN 48 provides guidance for how uncertain tax positions should be recognized,
measured, presented and
42
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
disclosed in the financial statements. FIN 48 requires the evaluation of tax
positions taken or expected to be taken in the course of preparing the Fund's
tax returns to determine whether the tax positions will "more-likely-than-not"
be sustained by the applicable tax authority. Tax positions not deemed to meet
the more-likely-than-not threshold would be recorded as a tax benefit or
expense in the reporting period. Adoption of FIN 48 is required for fiscal
years beginning after December 15, 2006 and is to be applied to all open tax
years as of the effective date. At this time, management is evaluating the
implications of FIN 48 and any impact in the financial statements has not yet
been determined.
In addition, in September 2006, Statement of Financial Accounting Standards No.
157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal
years beginning after November 15, 2007. SFAS 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. Management is currently evaluating the impact the
adoption of SFAS 157 will have on the Fund's financial statement disclosures.
ADDITIONAL INFORMATION (unaudited)
For the fiscal year ended September 30, 2006, certain dividends paid by the
Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs
and Growth Tax Relief Reconciliation Act (the Act) of 2003. The Fund intends to
designate up to the maximum amount of such dividends allowable under the Act,
as taxed at a maximum rate of 15%. Complete information will be computed and
reported in conjunction with your 2006 form 1099-DIV.
The qualifying percentage of the Fund's ordinary income dividends for the
purpose of the corporate dividends received deduction was 100%.
43
Pioneer Value Fund
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
To the Board of Trustees and the Shareowners of
Pioneer Value Fund:
We have audited the statement of assets and liabilities of Pioneer Value Fund
(the "Fund"), including the schedule of investments, as of September 30, 2006,
and the related statement of operations for the year then ended, the statements
of changes in net assets for each of the two years in the period then ended,
and the financial highlights for each of the periods indicated therein. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. We were not engaged to perform an audit of the Fund's internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our procedures included
confirmation of securities owned as of September 30, 2006, by correspondence
with the custodian. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Value Fund at September 30, 2006, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the periods
indicated therein, in conformity with U.S. generally accepted accounting
principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
November 3, 2006
44
Pioneer Value Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Wilmer Cutler Pickering Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Trustees and Officers
The fund's Board of Trustees provides broad supervision over the fund's
affairs. The officers of the fund are responsible for the fund's operations.
The fund's Trustees and officers are listed below, together with their
principal occupations during the past five years. Trustees who are interested
persons of the fund within the meaning of the 1940 Act are referred to as
Interested Trustees. Trustees who are not interested persons of the fund are
referred to as Independent Trustees. Each of the Trustees serves as a Trustee
of each of the 89 U.S. registered investment portfolios for which Pioneer
serves as investment adviser (the "Pioneer Funds"). The address for all
Interested Trustees and all officers of the fund is 60 State Street, Boston,
Massachusetts 02109.
The fund's statement of additional information provides more detailed
information regarding the fund's Trustees and is available upon request,
without charge, by calling 1-800-225-6292.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.pioneerinvestments.com and on the SEC's web site at
http://www.sec.gov.
45
Pioneer Value Fund
- --------------------------------------------------------------------------------
INTERESTED TRUSTEES
- --------------------------------------------------------------------------------
Positions Held Length of Service Principal Occupation During Past Other Directorships Held
Name and Age With the Fund and Term of Office Five Years by this Trustee
John F. Cogan, Jr. (80)* Chairman of the Trustee since 1982. Deputy Chairman and a Director Director of ICI Mutual
Board, Trustee and Serves until a successor of Pioneer Global Asset Insurance Company;
President trustee is elected Management S.p.A. ("PGAM"); Director of Harbor Global
or earlier retirement or Non-Executive Chairman and a Company, Ltd.
removal. Director of Pioneer Investment
Management USA Inc.
("PIM-USA"); Chairman and a
Director of Pioneer; Chairman
and Director of Pioneer
Institutional Asset
Management, Inc. (since 2006);
Director of Pioneer
Alternative Investment
Management Limited (Dublin);
President and a Director of
Pioneer Alternative Investment
Management (Bermuda) Limited
and affiliated funds; Director
of PIOGLOBAL Real Estate
Investment Fund (Russia)
(until June 2006); Director of
Nano-C, Inc. (since 2003);
Director of Cole Investment
Corporation (since 2004);
Director of Fiduciary
Counseling, Inc.; President
and Director of Pioneer
Funds Distributor, Inc.
("PFD") (until May 2006);
President of all of the
Pioneer Funds; and Of Counsel,
Wilmer Cutler Pickering Hale
and Dorr LLP (counsel to
PIM-USA and the Pioneer Funds)
- ------------------------------------------------------------------------------------------------------------------------------------
*Mr. Cogan is an Interested Trustee because he is an officer or director of the
fund's investment adviser and certain of its affiliates.
- --------------------------------------------------------------------------------
46
Pioneer Value Fund
- --------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------
Positions Held Length of Service Principal Occupation During Other Directorships Held
Name, Age and Address With the Fund and Term of Office Past Five Years by this Trustee
David R. Bock (62) Trustee Trustee since 2005. Senior Vice President and Director of The Enterprise
3050 K. Street NW, Serves until a successor Chief Financial Officer, Social Investment
Washington, DC 20007 trustee is elected I-trax, Inc. (publicly traded Company (privately-held
or earlier retirement or health care services company) affordable housing
removal. (2001 - present); Managing finance company); and
Partner, Federal City Capital Director of New York
Advisors (boutique merchant Mortgage Trust (publicly
bank) (2002 to 2004); and traded mortgage REIT)
Executive Vice President and
Chief Financial Officer,
Pedestal Inc. (internet-based
mortgage trading company)
(2000 - 2002)
- ------------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (58) Trustee Trustee since 1997. President, Bush International Director of Brady Corporation
3509 Woodbine Street, Serves until a succes- (international financial (industrial identification and
Chevy Chase, MD 20815 sor trustee is elected advisory firm) specialty coated material
or earlier retirement or products manufacturer);
removal. Director of Briggs & Stratton
Co. (engine manufacturer);
Director of Mortgage Guaranty
Insurance Corporation; and
Director of UAL Corporation
(airline holding company)
- ------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (59) Trustee Trustee since 1990. Founding Director, The None
1001 Sherbrooke Street West, Serves until a succes- Winthrop Group, Inc.
Montreal, Quebec, Canada sor trustee is elected (consulting firm); and
H3A 1G5 or earlier retirement or Desautels Faculty of
removal. Management, McGill
University
- ------------------------------------------------------------------------------------------------------------------------------------
47
Pioneer Value Fund
- --------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------
Pioneer Value Fund
Positions Held Length of Service Principal Occupation During Other Directorships Held
Name, Age and Address With the Fund and Term of Office Past Five Years by this Trustee
Thomas J. Perna (56) Trustee Trustee since February, Private investor (2004 - Director of Quadriserv
89 Robbins Avenue, 2006. Serves present); and Senior Executive Inc. (technology products
Berkeley Heights, NJ 07922 until a successor Vice President, The Bank of for securities lending
trustee is elected or New York (financial and industry)
earlier retirement or securities services) (1986 -
removal. 2004)
- ------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (58) Trustee Trustee since 1982. President and Chief Executive Director of New America
One Boston Place, 28th Floor, Serves until a successor Officer, Newbury, Piret & High Income Fund, Inc.
Boston, MA 02108 trustee is elected Company, Inc. (investment (closed-end investment
or earlier retirement or banking firm) company)
removal.
- ------------------------------------------------------------------------------------------------------------------------------------
John Winthrop (70) Trustee Trustee since 1985. President, John Winthrop & None
One North Adgers Wharf, Serves until a successor Co., Inc. (private investment
Charleston, SC 29401 trustee is elected firm)
or earlier retirement or
removal.
- ------------------------------------------------------------------------------------------------------------------------------------
48
Pioneer Value Fund
- --------------------------------------------------------------------------------
FUND OFFICERS
- --------------------------------------------------------------------------------
Positions Held Length of Service Principal Occupation During Other Directorships Held
Name and Age With the Fund and Term of Office Past Five Years by this Officer
Osbert M. Hood (54)* Executive Vice Since 2003. Serves President and Chief Executive Trustee of certain
President at the discretion of Officer, PIM-USA since May Pioneer Funds
the Board 2003 (Director since January
2001; Executive Vice President
and Chief Operating Officer
from November 2000 - May
2003); Director of PGAM since
June 2003; President and
Director of Pioneer since May
2003; President and Director
of Pioneer Institutional Asset
Management, Inc. since
February 2006; Chairman and
Director of Pioneer Investment
Management Shareholder
Services, Inc. ("PIMSS") since
May 2003; Director of PFD
since May 2006; Director of
Oak Ridge Investments, L.L.C.
(a registered investment
adviser in which PIM-USA owns
a minority interest) since
January 2005; Director of
Vanderbilt Capital Advisors,
LLC (an institutional
investment adviser
wholly-owned by PIM-USA) since
June 2006; and Executive Vice
President of all of the
Pioneer Funds since June 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Dorothy E. Bourassa (58) Secretary Since 2003. Serves Secretary of PIM-USA; Senior None
at the discretion of Vice President - Legal of
the Board Pioneer; Secretary/Clerk of
most of PIM-USA's
subsidiaries; and Secretary of
all of the Pioneer Funds since
September 2003 (Assistant
Secretary from November 2000
to September 2003)
- ------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (41) Assistant Secretary Since 2003. Serves Vice President and Senior None
at the discretion of Counsel of Pioneer since July
the Board 2002; Vice President and
Senior Counsel of BISYS Fund
Services, Inc. (April 2001 to
June 2002); Senior Vice
President and Deputy General
Counsel of Funds Distributor,
Inc. (July 2000 to April
2001); and Assistant Secretary
of all of the Pioneer Funds
since September 2003
- ------------------------------------------------------------------------------------------------------------------------------------
49
Pioneer Value Fund
- --------------------------------------------------------------------------------
FUND OFFICERS
- --------------------------------------------------------------------------------
Positions Held Length of Service Principal Occupation During Other Directorships Held
Name and Age With the Fund and Term of Office Past Five Years by this Officer
Christopher P. Harvey (45) Assistant Secretary Since July 2006. Partner, Wilmer Cutler None
Serves at the Pickering Hale and Dorr LLP;
discretion of the and Assistant Secretary of all
Board of the Pioneer Funds since
July 2006
- ------------------------------------------------------------------------------------------------------------------------------------
Vincent Nave (61) Treasurer Since 2000. Serves Vice President - Fund None
at the discretion of Accounting, Administration and
the Board Controllership Services of
Pioneer; and Treasurer of all
of the Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (46) Assistant Treasurer Since 2004. Serves Deputy Treasurer of Pioneer None
at the discretion of since 2004; Treasurer and
the Board Senior Vice President, CDC
IXIS Asset Management Services
from 2002 to 2003; Assistant
Treasurer and Vice President,
MFS Investment Management from
1997 to 2002; and Assistant
Treasurer of all of the
Pioneer Funds since November
2004
- ------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (41) Assistant Treasurer Since 2000. Serves Assistant Vice President - None
at the discretion of Fund Accounting,
the Board Administration and
Controllership Services of
Pioneer; and Assistant
Treasurer of all of the
Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (48) Assistant Treasurer Since 2002. Serves Fund Accounting Manager - Fund None
at the discretion of Accounting, Administration and
the Board Controllership Services of
Pioneer; and Assistant
Treasurer of all of the
Pioneer Funds since May 2002
- ------------------------------------------------------------------------------------------------------------------------------------
50
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Positions Held Length of Service Principal Occupation During Other Directorships Held
Name and Age With the Fund and Term of Office Past Five Years by this Officer
Katherine Kim Sullivan (32) Assistant Treasurer Since 2003. Serves Fund Administration Manager - None
at the discretion of Fund Accounting,
the Board Administration and
Controllership Services since
June 2003; Assistant Vice
President - Mutual Fund
Operations of State Street
Corporation from June 2002 to
June 2003 (formerly Deutsche
Bank Asset Management);
Pioneer Fund Accounting,
Administration and
Controllership Services (Fund
Accounting Manager from August
1999 to May 2002); and
Assistant Treasurer of all of
the Pioneer Funds since
September 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Terrence J. Cullen (45) Chief Compliance Since March 2006. Chief Compliance Officer of None
Officer Serves at the discre- Pioneer and all of the Pioneer
tion of the Board Funds since March 2006; Vice
President and Senior Counsel
of Pioneer since September
2004; and Senior Vice
President and Counsel, State
Street Research & Management
Company (February 1998 to
September 2004)
- ------------------------------------------------------------------------------------------------------------------------------------
The outstanding capital stock of PFD, Pioneer and PIMSS is indirectly wholly
owned by UniCredito Italiano S.p.A. ("UniCredito Italiano"), one of the largest
banking groups in Italy. Pioneer, the fund's investment adviser, provides
investment management and financial services to mutual funds, institutional and
other clients.
51
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This page for your notes.
52
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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@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: pioneerinvestments.com
Before investing consider the Fund's investment objectives, risks, charges and
expenses. Contact your advisor or Pioneer Investments for a prospectus
containing this information. Read it carefully.
The Fund files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Fund, including fees
associated with the annual filing of its Form N-1A, totaled
approximately $33,915 in 2006 and $45,770 in 2005.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees and Other Fees
There were no fees for audit-related or other services
provided to the Fund during the fiscal years ended
September 30, 2006 and 2005.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
Tax Fees
Fees for tax compliance services, primarily for tax returns,
totaled approximately $7,515 and $6,800 in 2006 and
2005, respectively.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into on
or after May 6, 2003, the effective date of the new SEC
pre-approval rules, the Fund's audit committee is required
to pre-approve services to affiliates defined by SEC rules
to the extent that the services are determined to have a
direct impact on the operations or financial reporting of the
Fund. For the years ended September 30, 2006 and 2005,
there were no services provided to an affiliate that required
the Fund's audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Fund and affiliates, as
previously defined, totaled approximately $7,515 in 2006
and $50,514 in 2005.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not
pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01
of Regulation S-X is compatible with maintaining the
principal accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Value Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date November 29, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date November 29, 2006
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date November 29, 2006
* Print the name and title of each signing officer under his or her signature.