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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 811-01835
Pioneer Series Trust XI
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: December 31
Date of reporting period: January 1, 2014 through June 30, 2014
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 STOCKHOLDERS.
Pioneer Core
Equity Fund
--------------------------------------------------------------------------------
Semiannual Report | June 30, 2014
--------------------------------------------------------------------------------
Ticker Symbols:
Class A PIOTX
Class B PBOTX
Class C PCOTX
Class Y PVFYX
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 9
Prices and Distributions 10
Performance Update 11
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 24
Notes to Financial Statements 32
Trustees, Officers and Service Providers 43
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 1
President's Letter
Dear Shareowner,
As we move past the midway point of 2014, U.S. economic growth is still expected
to exceed 2% for the full calendar year, despite the fact that U.S. gross
domestic product (GDP) for the first quarter was revised down to -2.9% in May.
The markets, in fact, almost completely ignored that bad news, as more timely
data -- especially labor market data -- pointed to continuing economic strength.
By mid-year, the number of people filing initial unemployment claims and the
number of job openings were at levels last seen during the boom years of 2005
through 2007, and unemployment was down to just over 6%. Barring an external
shock, we think it's likely that the domestic economic expansion will continue.
The Federal Reserve System (the Fed) is widely expected to end its stimulative
QE (quantitative easing) program by the end of this year and to begin raising
the Federal funds rate in 2015; two more signs that the U.S. economic recovery
is on increasingly solid footing. The timing and pace of Fed's actions remain
uncertain, however, as Fed Chair Janet Yellen has continually stressed that Fed
policy will be sensitive to incoming economic data, and any signs of
accelerating inflation could prompt an earlier increase in the Federal funds
rate.
A modestly improving European economy and continuing economic improvement in
Japan appear likely to result in improving global economic growth in the second
half of 2014, further supporting the U.S. economy. Some slack remains in the
labor markets and capacity utilization, which offers the potential for
continuing non-inflationary growth.
While the U.S. economy appears robust and the global economy seems to be
improving, there are still weaknesses and risks to the economic outlook. Risks
of an adverse shock also remain. Military conflicts and political tensions are
widespread, with particular concerns about recent developments in the Middle
East that could prove disruptive to the global oil supply. While most of the
widely recognized risks may already be "priced into" the market, we caution
against complacency and believe investors should continue to expect market
volatility.
2 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. And while diversification does not assure a profit
or protect against loss in a declining market, we believe there are still
opportunities for prudent investors to earn attractive returns. Our advice, as
always, is to work closely with a trusted financial advisor to discuss your
goals and work together to develop an investment strategy that meets your
individual needs, keeping in mind that there is no single best strategy that
works for every investor.
Pioneer's investment teams have, since 1928, sought out attractive opportunities
in equity and bond markets, using in-depth research to identify undervalued
individual securities, and using thoughtful risk management to construct
portfolios which seek to balance potential risks and rewards in an ever-changing
world.
We encourage you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
us.pioneerinvestments.com. We greatly appreciate your trust in us, and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury*
Daniel K. Kingsbury*
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These statements should
not be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
* Mr. Kingsbury resigned effective August 8, 2014.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 3
Portfolio Management Discussion | 6/30/14
Stocks prices moved higher during the first half of 2014 as investors focused on
signs of economic strengthening, including job gains and improvement in the
housing market. The upward push of stock prices came despite negative overall
economic growth during the first three months of the year. In the following
interview, Paul Cloonan and John Peckham discuss the market environment and the
factors that influenced the performance of Pioneer Core Equity Fund during
six-month period ended June 30, 2014. Mr. Cloonan, Senior Vice President and
Co-Head of Equity Research, U.S., at Pioneer, and Mr. Peckham, CFA, Senior Vice
President and Co-Head of Equity Research, U.S., at Pioneer, are responsible for
the day-to-day management of the Fund.
Q How did the Fund perform during the six-months ended June 30, 2014?
A Pioneer Core Equity Fund's Class A shares returned 5.60% at net asset value
during the six-month period ended June 30, 2014, while the Fund's
benchmark, the Standard and Poor's 500 Index (the S&P 500), returned 7.12%.
During the same period, the average return of the 938 mutual funds in
Lipper's Large Cap Core Funds category was 6.36%, and the average return of
the 1,642 mutual funds in Morningstar's Large Blend Funds category was
6.39%.
Q How would you describe the investment environment for equities during the
six-month period ended June 30, 2014?
A The first half of 2014 saw healthy, positive returns from the domestic
equity market. Although U.S. gross domestic product (GDP) growth was
revised down to -2.9% in the first quarter of the year and corporate
earnings growth was unspectacular, investors tended to focus on signs of an
enduring economic recovery, based on encouraging key indicators such as the
improved employment picture and the improving housing industry. The decline
of longer-term interest rates during the first half of 2014 also had the
effect of making stocks look more attractive relative to low-yielding bonds
and other asset classes. Although the preponderance of news about the
domestic economy appeared positive to most investors, markets nevertheless
were jittery about problems overseas, including tensions between Russia and
the Ukraine, turbulence in the Middle East, and the slowing of economic
growth trends in China.
Among the major sectors in the Fund's benchmark, the S&P 500, energy and
utilities were the top performers, while consumer discretionary stocks
lagged. In energy, services and exploration-and-production companies
4 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
performed well, boosted by the expectation of continued high oil prices and
unusually cold winter weather, which supported natural gas prices.
Utilities stocks benefited from declining long-term interest rates, with
competitive power suppliers in particular doing well, as they also were
aided by the cold winter weather and higher natural gas prices. High
dividend-stocks in general performed exceptionally well during the period,
at least partly because income-oriented investors saw them as an
alternative to low-yielding bonds. As for the consumer discretionary
sector, it had been one of the S&P 500's best performers throughout the
2013 calendar year, but generated disappointingly flat performance during
the six-month period ended June 30, 2014. Retailers were hard hit by
disappointing sales results during the 2013 holiday season as well as a
continuing challenging environment in a time of slower economic growth.
Q What types of investments or investment strategies tended to have the
greatest effects on the Fund's performance during the six-month period
ended June 30, 2014, either from a positive or negative standpoint?
A The Fund underperformed the S&P 500 during the six-month period, a period
during which stocks with higher dividend* yields tended to generate
superior performance. The Fund's lower exposure to those types of stocks
was a significant detractor from benchmark-relative performance. For
example, the Fund's portfolio held no Real Estate Investment Trusts (REITs)
during the period. REITs typically offer above-average yields, and the lack
of exposure to REITs detracted from relative returns. A portfolio
underweight in utilities, another group noted for paying high dividends,
also detracted from benchmark-relative performance. In our investment
discipline for the Fund, dividend yield is not the primary influence on
stock selection. Rather, we take a more holistic approach, focusing on a
stock's potential total cash return to investors, including stock buybacks
and dividend yields as well as price appreciation potential. Over the
six-month period, however, high current dividend yields tended to be the
primary factor driving stock performance.
With regard to individual holdings, Fund positions in Citigroup and Bank of
America were two notable underperformers in the financials sector.
Citigroup's stock price declined after the company failed to pass a
required Federal regulatory "stress" test. Passing the stress test was
necessary for Citigroup to be able to increase its dividend to
shareholders. Bank of America, meanwhile, reported that it had made an
error in reporting its capital ratio, forcing the company to postpone plans
to return capital to investors through both stock buybacks and dividend
increases. We have, however, retained the Fund's positions in both banking
companies. We
* Dividends are not guaranteed.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 5
think Bank of America's problems already are reflected in its low stock
price, and we think Citigroup offers good potential value, particularly
from its international consumer banking operations.
The weakest-performing portfolio holding in the information technology
sector was internet company Yahoo!, which had been among the Fund's
strongest performance contributors during 2013. Yahoo's stock was hurt both
by uncertainty over how much value the company will derive from its
investment in Alibaba, the Chinese internet company planning an initial
public stock offering, and by how successful it will be in managing a
turnaround in its core business. Another information technology investment
that underperformed during the period was storage company EMC. The company
was affected by sluggish growth in corporate investments in storage
hardware, and by new threats from storage software products offered by
competitors. However, we think EMC, as a leader in both hardware and
software, is well positioned for the next cycle of storage investment, and
the stock remains inexpensive.
Being underweight in energy, a strong-performing sector during the period,
also hurt the Fund's relative returns. Within the sector, the portfolio's
position in Cabot Oil & Gas performed poorly as insufficient pipeline
capacity limited the company's ability to distribute its natural gas
production. A holding in refiner Marathon Oil, meanwhile, underperformed
when the company's refining profit margins were disappointing.
On the positive side of things, the Fund's investments in the consumer
staples and materials sectors tended to fare much better during the period.
Within the consumer staples sector, a position in Keurig Green Mountain, a
provider of coffee products and coffee-dispensing machines, made a major
positive contribution to the Fund's returns. The stock received a boost when
Coca-Cola announced it was taking a major equity stake in the company, and
investors grew optimistic about the planned introduction of new dispensing
products designed to provide single servings of cold beverages, such as soft
drinks and energy drinks.
In materials, the primary performance contributor was a position in chemical
company LyondellBasell Industries, which benefited from the low cost of
natural gas used in the production of commodity chemicals.
The Fund's performance during the period also received support from
investments in health care, notably Actavis, a specialty and generic
pharmaceutical company. Actavis benefited from several acquisitions that
proved accretive to earnings.
6 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
Q Did you make any notable changes in the Fund's portfolio during the
six-month period ended June 30, 2014?
A We initiated several new Fund positions during the six-month period, while
also liquidating several other investments.
In the energy sector, we sold the Fund's positions in ConocoPhillips,
Marathon Oil and Apache, while investing in Cabot Oil & Gas, Kodiak Oil &
Gas, Pioneer Natural Resources and Southwestern Energy.
In financials, we sold the Fund's position in KeyCorp because of concerns
about the bank's expense management. We also sold positions in investment
bank Goldman Sachs and insurers Aflac, ACE and Hartford Financial Services,
and mortgage-servicer Walter Investment Management. We initiated positions
in Voya Financial (formerly ING U.S.), Zions Bancorp, and Lazard, a leading
provider of advisory services to corporate clients.
In other sectors, we established positions in social media networking
company Facebook (information technology), pharmaceutical firm Merck
(health care), and American Airlines Group (industrials), while selling
positions in retailer Dick's Sporting Goods (consumer discretionary),
AstraZeneca (health care), and global household products company
Colgate-Palmolive (consumer staples).
Q What is your investment outlook?
A Looking ahead, we think economic growth in the United States should remain
stable in 2014 and perhaps improve over last year's expansion pace, when
spending constraints (notably, the "sequester") and tax increases at the
Federal level acted as drags on growth. We anticipate that the financial
backdrop should remain benign, as there do not appear to be any major
inflationary pressures that could cause the Federal Reserve (Fed) to
tighten monetary policy significantly. Nevertheless, the continued tapering
of the Fed's monthly purchases of government bonds (quantitative easing)
could add volatility to the financial markets.
Overseas, risks to the outlook appear in the form of slowing economic
growth in China, the prospect of continued tensions between Russia and the
Ukraine in Europe, and the persistence and potential escalation of
conflicts in the Middle East.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 7
Overall, we are optimistic about the prospects for U.S. stocks for the
remainder of 2014. We think equity values remain reasonable, particularly
in comparison with other asset classes, while corporate balance sheets
remain solid and cash flows are strong. These factors have the potential to
contribute to increased merger-and-acquisition activity, stock repurchases
and dividend increases--all of which should support the performance of the
equity market.
Having said this, our investment discipline places the greatest emphasis on
individual stock selection, which historically has been the primary driver
of Fund performance, rather than macroeconomic analysis. We emphasize
bottom-up, fundamental analysis in our stock-selection process. We believe
this investment approach can continue to deliver reasonable investment
results throughout the business cycle, in a variety of market conditions.
Please refer to the Schedule of Investments on pages 17-23 for a full listing of
Fund securities.
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.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These opinions should not
be relied upon for any other purposes.
8 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
Portfolio Summary | 6/30/14
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 95.3%
International Common Stocks 4.7%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Information Technology 18.6%
Financials 16.1%
Health Care 14.2%
Consumer Discretionary 11.4%
Industrials 10.7%
Energy 10.6%
Consumer Staples 9.9%
Materials 3.6%
Utilities 2.6%
Telecommunication Services 2.3%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Apple, Inc. 4.10%
--------------------------------------------------------------------------------
2. Microsoft Corp. 3.03
--------------------------------------------------------------------------------
3. Johnson & Johnson, Inc. 2.61
--------------------------------------------------------------------------------
4. Verizon Communications, Inc. 2.37
--------------------------------------------------------------------------------
5. The PNC Financial Services Group, Inc. 2.28
--------------------------------------------------------------------------------
6. Citigroup, Inc. 2.12
--------------------------------------------------------------------------------
7. Southwestern Energy Co. 2.08
--------------------------------------------------------------------------------
8. Honeywell International, Inc. 1.98
--------------------------------------------------------------------------------
9. Halliburton Co. 1.97
--------------------------------------------------------------------------------
10. Pfizer, Inc. 1.80
--------------------------------------------------------------------------------
* This list excludes temporary cash investments and derivative instruments.
The Fund is actively managed, and current holdings may be different. The
holdings listed should not be considered recommendations to buy or sell any
security listed.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 9
Prices and Distributions | 6/30/14
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 6/30/14 12/31/13*
--------------------------------------------------------------------------------
A $16.58 $15.70
--------------------------------------------------------------------------------
B $15.03 $14.32
--------------------------------------------------------------------------------
C $14.92 $14.19
--------------------------------------------------------------------------------
Y $16.75 $15.85
--------------------------------------------------------------------------------
Distributions per Share: 1/1/14 - 6/30/14
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $ -- $ -- $ --
--------------------------------------------------------------------------------
B $ -- $ -- $ --
--------------------------------------------------------------------------------
C $ -- $ -- $ --
--------------------------------------------------------------------------------
Y $ -- $ -- $ --
--------------------------------------------------------------------------------
* The Fund acquired the assets and liabilities of Pioneer Research Fund (the
"predecessor fund") on June 7, 2013 (the ?reorganization?). As a result of
the reorganization, the predecessor fund?s performance and financial history
became the performance and financial history of the Fund. Historical
per-share amounts prior to June 7, 2013 have been adjusted to reflect the
conversion ratios used for the reorganization.
Index Definition
--------------------------------------------------------------------------------
The Standard & Poor's 500 Index is an unmanaged, commonly used measure of the
broad U.S. stock market. Index returns are calculated monthly, assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees,
expenses or sales charges. It is not possible to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 11-14.
10 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
Performance Update | 6/30/14 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class A shares of Pioneer Core Equity Fund at public offering
price during the periods shown, compared to that of the Standard & Poor's 500
Index.
Average Annual Total Returns
(As of June 30, 2014)
--------------------------------------------------------------------------------
Net Public
Asset Offering S&P
Value Price 500
Period (NAV) (POP) Index
--------------------------------------------------------------------------------
10 Years 8.25% 7.61% 7.78%
5 Years 17.79 16.41 18.82
1 Year 23.78 16.66 24.58
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
0.99%
--------------------------------------------------------------------------------
Value of $10,000 Investment
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Pioneer Core Equity Fund Standard & Poor's 500 Index
6/30/2004 $ 9,425 $ 10,000
6/30/2005 $ 10,204 $ 10,632
6/30/2006 $ 11,396 $ 11,549
6/30/2007 $ 13,757 $ 13,925
6/30/2008 $ 12,108 $ 12,099
6/30/2009 $ 9,187 $ 8,929
6/30/2010 $ 10,359 $ 10,218
6/30/2011 $ 13,779 $ 13,352
6/30/2012 $ 14,341 $ 14,077
6/30/2013 $ 16,828 $ 16,975
6/30/2014 $ 20,830 $ 21,148
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class A shares of the Fund is
the performance of Class A shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 11
Performance Update | 6/30/14 Class B Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class B shares of Pioneer Core Equity Fund during the periods
shown, compared to that of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of June 30, 2014)
--------------------------------------------------------------------------------
S&P
If If 500
Period Held Redeemed Index
--------------------------------------------------------------------------------
10 Years 7.26% 7.26% 7.78%
5 Years 16.64 16.64 18.82
1 Year 22.29 18.29 24.58
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2014)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
2.51% 2.15%
--------------------------------------------------------------------------------
Value of $10,000 Investment
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Pioneer Core Equity Fund Standard & Poor's 500 Index
6/30/2004 $ 10,000 $ 10,000
6/30/2005 $ 10,733 $ 10,632
6/30/2006 $ 11,876 $ 11,549
6/30/2007 $ 14,214 $ 13,925
6/30/2008 $ 12,404 $ 12,099
6/30/2009 $ 9,332 $ 8,929
6/30/2010 $ 10,420 $ 10,218
6/30/2011 $ 13,733 $ 13,352
6/30/2012 $ 14,156 $ 14,077
6/30/2013 $ 16,477 $ 16,975
6/30/2014 $ 20,150 $ 21,148
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). The maximum CDSC for Class B shares is 4% and declines over five years.
For more complete information, please see the prospectus.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitation currently in
effect through May 1, 2015, for Class B shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class B shares of the Fund is
the performance of Class B shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
12 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
Performance Update | 6/30/14 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class C shares of Pioneer Core Equity Fund for the periods
shown, compared to that of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of June 30, 2014)
--------------------------------------------------------------------------------
S&P
If If 500
Period Held Redeemed Index
--------------------------------------------------------------------------------
10 Years 7.31% 7.31% 7.78%
5 Years 16.69 16.69 18.82
1 Year 22.70 22.70 24.58
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.92%
--------------------------------------------------------------------------------
Value of $10,000 Investment
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Pioneer Core Equity Fund Standard & Poor's 500 Index
6/30/2004 $ 10,000 $ 10,000
6/30/2005 $ 10,744 $ 10,632
6/30/2006 $ 11,881 $ 11,549
6/30/2007 $ 14,240 $ 13,925
6/30/2008 $ 12,445 $ 12,099
6/30/2009 $ 9,354 $ 8,929
6/30/2010 $ 10,451 $ 10,218
6/30/2011 $ 13,765 $ 13,352
6/30/2012 $ 14,201 $ 14,077
6/30/2013 $ 16,497 $ 16,975
6/30/2014 $ 20,242 $ 21,148
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). If 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.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class C shares of the Fund is
the performance of Class C shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 13
Performance Update | 6/30/14 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Class Y shares of Pioneer Core Equity Fund during the periods
shown, compared to that of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of June 30, 2014)
--------------------------------------------------------------------------------
S&P
If If 500
Period Held Redeemed Index
--------------------------------------------------------------------------------
10 Years 8.55% 8.55% 7.78%
5 Years 18.07 18.07 18.82
1 Year 24.18 24.18 24.58
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
0.75%
--------------------------------------------------------------------------------
Value of $5 Million Investment
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Pioneer Core Equity Fund Standard & Poor's 500 Index
6/30/2004 $ 5,000,000 $ 5,000,000
6/30/2005 $ 5,422,728 $ 5,315,912
6/30/2006 $ 6,056,544 $ 5,774,378
6/30/2007 $ 7,350,239 $ 6,962,377
6/30/2008 $ 6,496,278 $ 6,049,395
6/30/2009 $ 4,950,800 $ 4,464,650
6/30/2010 $ 5,595,425 $ 5,108,839
6/30/2011 $ 7,458,446 $ 6,676,218
6/30/2012 $ 7,777,964 $ 7,038,601
6/30/2013 $ 9,150,034 $ 8,487,403
6/30/2014 $ 11,362,251 $ 10,573,856
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class Y shares of the Fund is
the performance of Class Y shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
Performance shown for periods prior to the inception of Class Y shares of the
predecessor fund on August 11, 2004, reflects the NAV performance of the
predecessor fund's Class A shares. The performance does not reflect differences
in expenses, including the Rule 12b-1 fees applicable to Class A shares. Since
fees for Class A shares are generally higher than those of Class Y shares, the
performance for Class Y shares of the predecessor fund prior to their inception
on August 11, 2004, would have been higher than that shown. Class Y shares are
not subject to sales charges and are available for limited groups of eligible
investors, including institutional investors. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The 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 Core Equity Fund | Semiannual Report | 6/30/14
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 Core Equity Fund
Based on actual returns from January 1, 2014 through June 30, 2014.
-----------------------------------------------------------------------------------------------------
Share Class A B C Y
-----------------------------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00
on 1/1/14
-----------------------------------------------------------------------------------------------------
Ending Account Value $1,056.00 $1,049.60 $1,051.40 $1,056.80
(after expenses)
on 6/30/14
-----------------------------------------------------------------------------------------------------
Expenses Paid $ 4.79 $ 10.93 $ 9.16 $ 3.16
During Period*
-----------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.94%,
2.15%, 1.80%, and 0.62% for Class A, Class B, Class C, and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 181/365 (to reflect the one-half year period).
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 15
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Core Equity Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from January 1, 2014 through June 30, 2014.
--------------------------------------------------------------------------------------------------------
Share Class A B C Y
--------------------------------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00
on 1/1/14
--------------------------------------------------------------------------------------------------------
Ending Account Value $1,020.13 $1,014.13 $1,015.87 $1,021.72
(after expenses)
on 6/30/14
--------------------------------------------------------------------------------------------------------
Expenses Paid $ 4.71 $ 10.74 $ 9.00 $ 3.11
During Period*
--------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.94%,
2.15%, 1.80%, and 0.62% for Class A, Class B, Class C, and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 181/365 (to reflect the one-half year period).
16 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
Schedule of Investments | 6/30/14 (unaudited)
----------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------
COMMON STOCKS -- 99.1%
ENERGY -- 10.6%
Oil & Gas Equipment & Services -- 2.0%
458,314 Halliburton Co. $ 32,544,877
----------------------------------------------------------------------------------
Integrated Oil & Gas -- 1.0%
160,812 Occidental Petroleum Corp. $ 16,504,136
----------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 6.8%
377,731 Cabot Oil & Gas Corp. $ 12,895,736
253,563 EOG Resources, Inc. 29,631,372
1,286,176 Kodiak Oil & Gas Corp.* 18,713,861
79,711 Pioneer Natural Resources Co. 18,318,385
756,608 Southwestern Energy Co.* 34,418,098
--------------
$ 113,977,452
----------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 0.8%
174,724 Marathon Petroleum Corp.* $ 13,640,703
--------------
Total Energy $ 176,667,168
----------------------------------------------------------------------------------
MATERIALS -- 3.6%
Commodity Chemicals -- 1.6%
268,387 LyondellBasell Industries NV $ 26,207,991
----------------------------------------------------------------------------------
Fertilizers & Agricultural Chemicals -- 1.1%
142,352 Monsanto Co. $ 17,756,988
----------------------------------------------------------------------------------
Specialty Chemicals -- 0.9%
142,788 Ecolab, Inc. $ 15,898,016
--------------
Total Materials $ 59,862,995
----------------------------------------------------------------------------------
CAPITAL GOODS -- 8.1%
Aerospace & Defense -- 3.0%
352,554 Honeywell International, Inc. $ 32,769,894
152,613 United Technologies Corp. 17,619,171
--------------
$ 50,389,065
----------------------------------------------------------------------------------
Electrical Components & Equipment -- 1.7%
379,745 Eaton Corp. Plc $ 29,308,719
----------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 0.7%
72,123 Cummins, Inc. $ 11,127,858
----------------------------------------------------------------------------------
Industrial Machinery -- 2.7%
405,533 Ingersoll-Rand Plc $ 25,349,868
150,943 Parker Hannifin Corp. 18,978,063
--------------
$ 44,327,931
--------------
Total Capital Goods $ 135,153,573
----------------------------------------------------------------------------------
TRANSPORTATION -- 2.6%
Airlines -- 1.4%
522,720 American Airlines Group, Inc. $ 22,456,051
----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 17
Schedule of Investments | 6/30/14 (unaudited) (continued)
----------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------
Railroads -- 1.2%
203,373 Union Pacific Corp. $ 20,286,457
--------------
Total Transportation $ 42,742,508
----------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 1.3%
Apparel, Accessories & Luxury Goods -- 1.3%
185,066 PVH Corp. $ 21,578,696
--------------
Total Consumer Durables & Apparel $ 21,578,696
----------------------------------------------------------------------------------
CONSUMER SERVICES -- 1.9%
Hotels, Resorts & Cruise Lines -- 0.9%
250,573 Marriott International, Inc. $ 16,061,729
----------------------------------------------------------------------------------
Restaurants -- 1.0%
209,767 Starbucks Corp. $ 16,231,770
--------------
Total Consumer Services $ 32,293,499
----------------------------------------------------------------------------------
MEDIA -- 3.9%
Broadcasting -- 1.3%
340,340 CBS Corp. (Class B) $ 21,148,728
----------------------------------------------------------------------------------
Cable & Satellite -- 1.0%
311,046 Comcast Corp. $ 16,696,949
----------------------------------------------------------------------------------
Movies & Entertainment -- 1.6%
313,790 The Walt Disney Co. $ 26,904,355
--------------
Total Media $ 64,750,032
----------------------------------------------------------------------------------
RETAILING -- 4.2%
Internet Retail -- 1.1%
55,909 Amazon.com, Inc.* $ 18,158,125
----------------------------------------------------------------------------------
Department Stores -- 0.8%
224,820 Macy's, Inc. $ 13,044,056
----------------------------------------------------------------------------------
Apparel Retail -- 1.0%
259,202 Ross Stores, Inc. $ 17,141,028
----------------------------------------------------------------------------------
Home Improvement Retail -- 1.3%
450,853 Lowe's Companies, Inc. $ 21,636,435
--------------
Total Retailing $ 69,979,644
----------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 1.4%
Drug Retail -- 1.4%
303,533 CVS Caremark Corp. $ 22,877,282
--------------
Total Food & Staples Retailing $ 22,877,282
----------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 6.9%
Brewers -- 1.1%
245,916 Molson Coors Brewing Co. (Class B) $ 18,237,131
----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
----------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------
Soft Drinks -- 1.3%
240,018 PepsiCo., Inc. $ 21,443,208
----------------------------------------------------------------------------------
Packaged Foods & Meats -- 3.4%
407,329 Campbell Soup Co. $ 18,659,741
75,705 Keurig Green Mountain, Inc. 9,433,600
407,543 Mondelez International, Inc. 15,327,692
145,144 The Hershey Co. 14,132,671
--------------
$ 57,553,704
----------------------------------------------------------------------------------
Tobacco -- 1.1%
292,850 Lorillard, Inc. $ 17,855,064
--------------
Total Food, Beverage & Tobacco $ 115,089,107
----------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 1.6%
Personal Products -- 1.6%
182,219 Nu Skin Enterprises, Inc. $ 13,476,917
183,033 The Estee Lauder Companies, Inc. 13,592,031
--------------
$ 27,068,948
--------------
Total Household & Personal Products $ 27,068,948
----------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 4.8%
Health Care Equipment -- 0.9%
158,922 Covidien Plc $ 14,331,586
----------------------------------------------------------------------------------
Health Care Distributors -- 0.7%
167,191 Cardinal Health, Inc. $ 11,462,615
----------------------------------------------------------------------------------
Health Care Services -- 1.6%
135,625 DaVita HealthCare Partners, Inc.* $ 9,808,400
235,016 Express Scripts Holding Co.* 16,293,659
--------------
$ 26,102,059
----------------------------------------------------------------------------------
Managed Health Care -- 1.6%
172,273 Aetna, Inc. $ 13,967,895
104,952 Humana, Inc. 13,404,469
--------------
$ 27,372,364
--------------
Total Health Care Equipment & Services $ 79,268,624
----------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE
SCIENCES -- 9.3%
Biotechnology -- 3.5%
203,300 Celgene Corp.* $ 17,459,404
329,109 Gilead Sciences, Inc.* 27,286,427
143,936 Vertex Pharmaceuticals, Inc.* 13,627,860
--------------
$ 58,373,691
----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 19
Schedule of Investments | 6/30/14 (unaudited) (continued)
----------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------
Pharmaceuticals -- 5.8%
411,792 Johnson & Johnson, Inc. $ 43,081,679
421,353 Merck & Co., Inc. 24,375,271
999,722 Pfizer, Inc. 29,671,749
--------------
$ 97,128,699
--------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 155,502,390
----------------------------------------------------------------------------------
BANKS -- 4.9%
Regional Banks -- 4.9%
477,126 BB&T Corp. $ 18,813,078
1,721,775 Regions Financial Corp. 18,285,250
422,819 The PNC Financial Services Group, Inc. 37,652,032
256,500 Zions Bancorporation 7,559,055
--------------
$ 82,309,415
--------------
Total Banks $ 82,309,415
----------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 10.1%
Other Diversified Financial Services -- 4.5%
1,672,325 Bank of America Corp. $ 25,703,635
742,797 Citigroup, Inc. 34,985,739
410,412 Voya Financial, Inc. 14,914,372
--------------
$ 75,603,746
----------------------------------------------------------------------------------
Specialized Finance -- 1.1%
475,573 The NASDAQ OMX Group, Inc. $ 18,366,629
----------------------------------------------------------------------------------
Consumer Finance -- 0.9%
236,813 Discover Financial Services, Inc. $ 14,677,670
----------------------------------------------------------------------------------
Asset Management & Custody Banks -- 1.3%
59,751 Affiliated Managers Group, Inc.* $ 12,272,855
296,295 The Carlyle Group LP 10,062,178
--------------
$ 22,335,033
----------------------------------------------------------------------------------
Investment Banking & Brokerage -- 2.3%
223,435 Lazard, Ltd. $ 11,520,309
813,781 Morgan Stanley Co. 26,309,540
--------------
$ 37,829,849
--------------
Total Diversified Financials $ 168,812,927
----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
----------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------
INSURANCE -- 0.9%
Property & Casualty Insurance -- 0.9%
265,776 The Allstate Corp. $ 15,606,367
--------------
Total Insurance $ 15,606,367
----------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 9.8%
Internet Software & Services -- 5.5%
344,997 eBay, Inc.* $ 17,270,550
162,572 Facebook, Inc.* 10,939,470
33,197 Google, Inc. 19,097,570
45,493 Google, Inc.* 26,598,392
500,829 Yahoo!, Inc.* 17,594,123
--------------
$ 91,500,105
----------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 1.3%
105,246 Visa, Inc. $ 22,176,385
----------------------------------------------------------------------------------
Systems Software -- 3.0%
1,199,458 Microsoft Corp. $ 50,017,399
--------------
Total Software & Services $ 163,693,889
----------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 7.3%
Communications Equipment -- 1.8%
265,100 F5 Networks, Inc.* $ 29,542,744
----------------------------------------------------------------------------------
Computer Hardware -- 4.0%
729,588 Apple, Inc. $ 67,800,616
----------------------------------------------------------------------------------
Computer Storage & Peripherals -- 1.5%
930,733 EMC Corp. $ 24,515,507
--------------
Total Technology Hardware & Equipment $ 121,858,867
----------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 1.3%
Semiconductors -- 1.3%
178,178 Analog Devices, Inc. $ 9,634,084
265,869 Xilinx, Inc. 12,578,262
--------------
$ 22,212,346
--------------
Total Semiconductors & Semiconductor Equipment $ 22,212,346
----------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 2.4%
Integrated Telecommunication Services -- 2.4%
799,226 Verizon Communications, Inc. $ 39,106,128
--------------
Total Telecommunication Services $ 39,106,128
----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 21
Schedule of Investments | 6/30/14 (unaudited) (continued)
----------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------
UTILITIES -- 2.2%
Electric Utilities -- 2.2%
338,380 American Electric Power Co., Inc. $ 18,871,453
171,312 NextEra Energy, Inc.* 17,556,054
--------------
$ 36,427,507
--------------
Total Utilities $ 36,427,507
----------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $1,355,271,683) $1,652,861,912
----------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 99.1%
(Cost $1,355,271,683) (a) $1,652,861,912
----------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 0.9% $ 15,257,327
----------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $1,668,119,239
==================================================================================
* Non-income producing security.
(A.D.R.) American Depositary Receipts.
(a) At June 30, 2014, the net unrealized appreciation on investments
based on cost for federal income tax purposes of $1,358,813,962 was
as follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $ 304,405,731
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (10,357,781)
-------------
Net unrealized appreciation $ 294,047,950
=============
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended June 30, 2014 aggregated $485,114,904 and $562,805,070,
respectively.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Level 1 -- quoted prices in active markets for identical securities.
Level 2 -- other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit
risk, etc.) See Notes to Financial Statements -- Note 1A.
Level 3 -- significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments) See Notes
to Financial Statements -- Note 1A.
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans as Level 2 and securities valued using fair value methods
(other than prices supplied by independent pricing services or broker-dealers)
as Level 3. See Notes to Financial Statements -- Note 1A.
The accompanying notes are an integral part of these financial statements.
22 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
The following is a summary of the inputs used as of June 30, 2014, in valuing
the Fund's investments:
--------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------
Common Stocks $1,652,861,912 $ -- $ -- $1,652,861,912
--------------------------------------------------------------------------------
Total $1,652,861,912 $ -- $ -- $1,652,861,912
================================================================================
During the six months ended June 30, 2014, there were no transfers between
Levels 1, 2 and 3.
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 23
Statement of Assets and Liabilities | 6/30/14
ASSETS:
Investment in securities (cost $1,355,271,683) $ 1,652,861,912
Cash 13,009,476
Receivables --
Investment securities sold 36,428,468
Fund shares sold 323,075
Dividends 749,135
Due from Pioneer Investment Management, Inc. 1,619
Prepaid expenses 34,351
---------------------------------------------------------------------------------------------
Total assets $ 1,703,408,036
=============================================================================================
LIABILITIES:
Payables --
Investment securities purchased $ 32,181,337
Fund shares repurchased 2,530,277
Dividends 67,756
Due to affiliates 370,991
Accrued expenses 138,436
---------------------------------------------------------------------------------------------
Total liabilities $ 35,288,797
=============================================================================================
NET ASSETS:
Paid-in capital $ 1,666,368,901
Undistributed net investment income 11,975,968
Accumulated net realized loss on investments (307,815,859)
Net unrealized appreciation on investments 297,590,229
---------------------------------------------------------------------------------------------
Total net assets $ 1,668,119,239
=============================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (Based on $1,603,496,325/96,732,087 shares) $ 16.58
Class B (Based on $2,509,209/166,986 shares) $ 15.03
Class C (Based on $11,301,318/757,503 shares) $ 14.92
Class Y (Based on $50,812,387/3,033,301 shares) $ 16.75
MAXIMUM OFFERING PRICE:
Class A ($16.58/94.25%) $ 17.59
=============================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
Statement of Operations (unaudited)
For the Six Months Ended 6/30/14
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $5,544) $19,341,067
Interest 843
------------------------------------------------------------------------------------------------
Total investment income $19,341,910
------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 4,054,932
Transfer agent fees
Class A 587,318
Class B 9,663
Class C 8,358
Class Y 685
Distribution fees
Class A 1,941,203
Class B 13,320
Class C 55,443
Shareholder communications expense 502,047
Administrative reimbursements 258,052
Custodian fees 10,788
Registration fees 32,748
Professional fees 85,399
Printing expense 6,119
Fees and expenses of nonaffiliated Trustees 26,553
Miscellaneous 11,197
------------------------------------------------------------------------------------------------
Total expenses $ 7,603,825
Less fees waived and expenses reimbursed by
Pioneer Investment Management, Inc. (5,311)
------------------------------------------------------------------------------------------------
Net expenses $ 7,598,514
------------------------------------------------------------------------------------------------
Net investment income $11,743,396
------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investments $79,055,239
Other assets and liabilities denominated in
foreign currencies (3) $79,055,236
------------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments $(2,281,708)
Other assets and liabilities denominated in
foreign currencies (16) $(2,281,724)
------------------------------------------------------------------------------------------------
Net gain on investments and foreign currency transactions $76,773,512
------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $88,516,908
================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 25
Statements of Changes in Net Assets
-----------------------------------------------------------------------------------------------
Six Months
Ended
6/30/14 Year Ended
(unaudited) 12/31/13
-----------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 11,743,396 $ 6,309,230
Net realized gain on investments, class action and
foreign currency transactions 79,055,236 251,084,688
Change in net unrealized appreciation (depreciation) on
investments and foreign currency transactions (2,281,724) (42,801,664)
-----------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $ 88,516,908 $ 214,592,254
-----------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.00 and $0.09* per share, respectively) $ -- $ (5,422,071)
Class C ($0.00 and $0.00* per share, respectively) -- --
Class Y ($0.00 and $0.14* per share, respectively) -- (462,355)
-----------------------------------------------------------------------------------------------
Total distributions to shareowners $ -- $ (5,884,426)
-----------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale or exchange of shares $ 17,900,793 $ 40,425,981
Shares issued in reorganization -- 1,456,910,518
Reinvestment of distributions -- 5,188,297
Cost of shares repurchased (97,515,884) (114,662,950)
-----------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
Fund share transactions $ (79,615,091) $1,387,861,846
-----------------------------------------------------------------------------------------------
Net increase in net assets $ 8,901,817 $1,596,569,674
NET ASSETS:
Beginning of period $ 1,659,217,422 $ 62,647,748
-----------------------------------------------------------------------------------------------
End of period $ 1,668,119,239 $1,659,217,422
===============================================================================================
Undistributed net investment income $ 11,975,968 $ 232,572
===============================================================================================
* Historical per share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratios used for the reorganization of the fund with
Pioneer Research Fund.
The accompanying notes are an integral part of these financial statements.
26 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
------------------------------------------------------------------------------------------
'14 Shares '14 Amount
(unaudited) (unaudited) '13 Shares '13 Amount
------------------------------------------------------------------------------------------
Class A*
Shares sold 800,260 $ 12,695,701 1,531,805 $ 21,575,373
Shares issued in
reorganization -- -- 104,128,727 1,440,920,816
Reinvestment of distributions -- -- 324,881 5,078,946
Less shares repurchased (5,016,316) (79,455,281) (7,019,110) (101,470,474)
------------------------------------------------------------------------------------------
Net increase (decrease) (4,216,056) $ (66,759,580) 98,966,303 $1,366,104,661
==========================================================================================
Class B*
Shares sold or exchanged 3,256 $ 45,705 11,081 $ 136,434
Shares issued in
reorganization -- -- 179,044 2,266,334
Less shares repurchased (45,723) (653,755) (86,727) (1,090,017)
------------------------------------------------------------------------------------------
Net increase (decrease) (42,467) $ (608,050) 103,398 $ 1,312,751
==========================================================================================
Class C*
Shares sold 83,688 $ 1,189,509 181,450 $ 2,280,382
Shares issued in
reorganization -- -- 388,889 4,870,847
Reinvestment of distributions -- -- -- 206
Less shares repurchased (109,017) (1,561,416) (125,491) (1,610,723)
------------------------------------------------------------------------------------------
Net increase (decrease) (25,329) $ (371,907) 444,848 $ 5,540,712
==========================================================================================
Class Y*
Shares sold 248,352 $ 3,969,878 1,095,403 $ 16,433,792
Shares issued in
reorganization -- -- 634,124 8,852,521
Reinvestment of distributions -- -- 7,172 109,145
Less shares repurchased (989,792) (15,845,432) (745,827) (10,491,736)
------------------------------------------------------------------------------------------
Net increase (decrease) (741,440) $ (11,875,554) 990,872 $ 14,903,722
==========================================================================================
* Historical per share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratios used for the reorganization of the fund with
Pioneer Research Fund.
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 27
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
6/30/14 Ended Ended Ended Ended Ended
(unaudited) 12/31/13(a) 12/31/12(a) 12/31/11(a) 12/31/10(a) 12/31/09(a)
------------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 15.70 $ 12.06 $ 10.61 $ 10.57 $ 9.19 $ 7.20
------------------------------------------------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ 0.12 $ 0.10 $ 0.08 $ 0.06 $ 0.06 $ 0.07
Net realized and unrealized gain on investments 0.76 3.63 1.45 0.05 1.38 2.02
------------------------------------------------------------------------------------------------------------------------------------
Net increase from investment operations $ 0.88 $ 3.73 $ 1.53 $ 0.11 $ 1.44 $ 2.09
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ -- $ (0.09) $ (0.08) $ (0.07) $ (0.06) $ (0.10)
------------------------------------------------------------------------------------------------------------------------------------
Net increase in net asset value $ 0.88 $ 3.64 $ 1.45 $ 0.04 $ 1.38 $ 1.99
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.58 $ 15.70 $ 12.06 $ 10.61 $ 10.57 $ 9.19
====================================================================================================================================
Total return* 5.60% 31.02% 14.51% 0.97% 15.58% 29.11%
Ratio of net expenses to average net assets 0.94%** 0.99% 1.25% 1.25% 1.25% 1.25%
Ratio of net investment income to average net assets 1.44%** 0.70% 0.76% 0.59% 0.56% 0.90%
Portfolio turnover rate 60%** 67% 59% 57% 57% 90%
Net assets, end of period (in thousands) $ 1,603,496 $1,585,294 $23,907 $15,957 $13,890 $13,866
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees
paid indirectly:
Total expenses 0.94%** 0.99% 1.59% 1.55% 1.53% 1.62%
Net investment income 1.44%** 0.70% 0.42% 0.29% 0.28% 0.53%
====================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
(a) The Fund acquired the assets and liabilities of Pioneer Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund. Historical
per-share amounts prior to June 7, 2013 have been adjusted to reflect the
conversion ratio used to align the net asset values of the Predecessor Fund
with those of the Fund.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
6/30/14 Ended Ended Ended Ended Ended
(unaudited) 12/31/13(d) 12/31/12(d) 12/31/11(d) 12/31/10(d) 12/31/09(d)
------------------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 14.32 $ 11.04 $ 9.73 $ 9.72 $ 8.49 $ 6.64
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.02 $ (0.04)(b) $ (0.03)(b) $ (0.04) $ (0.03) $ 0.00(a)
Net realized and unrealized gain on investments 0.69 3.32 1.34 0.05 1.26 1.86
------------------------------------------------------------------------------------------------------------------------------------
Net increase from investment operations $ 0.71 $ 3.28 $ 1.31 $ 0.01 $ 1.23 $ 1.86
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ -- $ --(c) $ --(c) $ --(c) $ --(c) $ (0.01)
------------------------------------------------------------------------------------------------------------------------------------
Net increase in net asset value $ 0.71 $ 3.28 $ 1.31 $ 0.01 $ 1.23 $ 1.85
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.03 $ 14.32 $ 11.04 $ 9.73 $ 9.72 $ 8.49
====================================================================================================================================
Total return* 4.96% 29.73% 13.42% 0.11% 14.49% 27.98%
Ratio of net expenses to average net assets 2.15%** 2.15% 2.15% 2.15% 2.15% 2.15%
Ratio of net investment income (loss) to average net assets 0.28%** (0.42)% (0.22)% (0.36)% (0.36)% 0.03%
Portfolio turnover rate 60%** 67% 59% 57% 57% 90%
Net assets, end of period (in thousands) $ 2,509 $ 2,999 $ 1,171 $ 2,097 $ 3,434 $4,453
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees
paid indirectly:
Total expenses 2.55%** 2.51% 2.58% 2.52% 2.47% 2.54%
Net investment loss (0.12)%** (0.78)% (0.65)% (0.73)% (0.68)% (0.36)%
====================================================================================================================================
(a) Amounts round to less than $0.01 per share.
(b) The amount shown for a share outstanding does not correspond with the
net investment gain on the Statement of Operations for the period due to
timing of the sales and repurchases of shares.
(c) Dividends and or capital gain distributions may continue to be
reinvested in Class B shares, and shareholders may exchange their Class B
shares for Class shares of other Pioneer Funds, as permitted by existing
exchange privileges.
(d) The Fund acquired the assets and liabilities of Pioneer Research Fund
(the "predecessor fund") on June 7, 2013 (the "reorganization"). As a
result of the reorganization, the predecessor fund's performance and
financial history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
Predecessor Fund with those of the Fund.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 29
Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
6/30/14 Ended Ended Ended Ended Ended
(unaudited) 12/31/13(c) 12/31/12(c) 12/31/11(c) 12/31/10(c) 12/31/09(c)
------------------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 14.19 $ 10.93 $ 9.65 $ 9.64 $ 8.42 $ 6.61
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.04 $ (0.02)(b) $ (0.01)(b) $ (0.03) $ (0.03) $ 0.00(a)
Net realized and unrealized gain on investments 0.69 3.28 1.30 0.04 1.25 1.84
------------------------------------------------------------------------------------------------------------------------------------
Net increase from investment operations $ 0.73 $ 3.26 $ 1.29 $ 0.01 $ 1.22 $ 1.84
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ -- $ -- $ (0.01) $ -- $ -- $ (0.03)
------------------------------------------------------------------------------------------------------------------------------------
Net increase in net asset value $ 0.73 $ 3.26 $ 1.28 $ 0.01 $ 1.22 $ 1.81
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.92 $ 14.19 $ 10.93 $ 9.65 $ 9.64 $ 8.42
====================================================================================================================================
Total return* 5.14% 29.81% 13.37% 0.11% 14.52% 27.93%
Ratio of net expenses to average net assets 1.80%** 1.92% 2.15% 2.15% 2.15% 2.15%
Ratio of net investment income (loss) to average net assets 0.57%** (0.17)% (0.14)% (0.32)% (0.33)% 0.01%
Portfolio turnover rate 60%** 67% 59% 57% 57% 90%
Net assets, end of period (in thousands) $ 11,301 $ 11,112 $ 3,695 $ 1,829 $ 1,630 $ 1,422
Ratios with no waiver of fees and assumption of
expenses by the Adviser and no reduction for fees
paid indirectly:
Total expenses 1.80%** 1.92% 2.31% 2.35% 2.38% 2.50%
Net investment income (loss) 0.57%** (0.17)% (0.30)% (0.52)% (0.56)% (0.34)%
====================================================================================================================================
(a) Amounts round to less than $0.01 per share.
(b) The amount shown for a share outstanding does not correspond with the net
investment gain on the Statement of Operations for the period due to
timing of the sales and repurchases of shares.
(c) The Fund acquired the assets and liabilities of Pioneer Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
Predecessor Fund with those of the Fund.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
6/30/14 Ended Ended Ended Ended Ended
(unaudited) 12/31/13(a) 12/31/12(a) 12/31/11(a) 12/31/10(a) 12/31/09(a)
------------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 15.85 $ 12.17 $ 10.69 $ 10.66 $ 9.27 $ 7.25
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.17 $ 0.14 $ 0.11 $ 0.10 $ 0.09 $ 0.13
Net realized and unrealized gain on investments 0.73 3.68 1.47 0.03 1.39 2.01
------------------------------------------------------------------------------------------------------------------------------------
Net increase from investment operations $ 0.90 $ 3.82 $ 1.58 $ 0.13 $ 1.48 $ 2.14
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ -- $ (0.14) $ (0.10) $ (0.10) $ (0.09) $ (0.12)
------------------------------------------------------------------------------------------------------------------------------------
Net increase in net asset value $ 0.90 $ 3.68 $ 1.48 $ 0.03 $ 1.39 $ 2.02
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.75 $ 15.85 $ 12.17 $ 10.69 $ 10.66 $ 9.27
====================================================================================================================================
Total return* 5.68% 31.49% 14.81% 1.20% 15.89% 29.46%
Ratio of net expenses to average net assets 0.62%** 0.75% 1.02% 0.97% 0.96% 0.97%
Ratio of net investment income to average net assets 1.81%** 1.01% 0.97% 0.81% 0.86% 1.22%
Portfolio turnover rate 60%** 67% 59% 57% 57% 90%
Net assets, end of period (in thousands) $ 50,812 $59,812 $33,875 $30,811 $47,810 $44,744
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses 0.62%** 0.75% 1.02% 0.97% 0.96% 0.97%
Net investment income 1.81%** 1.01% 0.97% 0.81% 0.86% 1.22%
====================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
(a) The Fund acquired the assets and liabilities of Pioneer Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
Predecessor Fund with those of the Fund.
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 31
Notes to Financial Statements | 6/30/14 (unaudited)
1. Organization and Significant Accounting Policies
Pioneer Core Equity Fund (the Fund) is a diversified series of Pioneer Series
Trust XI, a Delaware statutory trust registered under the Investment Company Act
of 1940 as an open-end management investment company. The Fund acquired the
assets and liabilities of Pioneer Research Fund on June 7, 2013. Pioneer
Research Fund was the accounting survivor of the reorganization. Accordingly,
Pioneer Research Fund's performance and financial history became the performance
and financial history of the Fund. The financial highlights and shareholder
activity, as reflected in the statement of changes in net assets, have been
adjusted to reflect the conversion ratios used for the reorganization of the
Fund with Pioneer Research Fund. Prior to the reorganization, the Fund was named
Pioneer Value Fund. The investment objective of the Fund is to seek long-term
capital growth.
The Fund offers four classes of shares designated as Class A, Class B, Class C
and Class Y shares. Effective as of the close of business on December 31, 2009,
Class B shares are no longer offered to new or existing shareholders, except
that dividends and/or capital gain distributions may continue to be reinvested
in Class B shares, and shareholders may exchange their Class B shares for Class
B shares of other Pioneer funds, as permitted by existing exchange privileges.
Each class of shares represents an interest in the same portfolio of investments
of the Fund and has identical rights (based on relative net asset values) to
assets and liquidation proceeds. Share classes can bear different rates of
class-specific fees and expenses such as transfer agent and distribution fees.
Differences in class-specific fees and expenses will result in differences in
net investment income and, therefore, the payment of different dividends from
net investment income earned by each class. The Amended and Restated Declaration
of Trust of the Fund gives the Board the flexibility to specify either per-share
voting or dollar-weighted voting when submitting matters for shareholder
approval. Under per-share voting, each share of a class of the Fund is entitled
to one vote. Under dollar-weighted voting, a shareholder's voting power is
determined not by the number of shares owned, but by the dollar value of the
shares on the record date. Each share class has exclusive voting rights with
respect to matters affecting only that class, including with respect to the
distribution plan for that class. There is no distribution plan for Class Y
shares. Class B shares convert to Class A shares approximately eight years after
the date of purchase.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the Fund
to, among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets
32 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gain or loss on investments during the reporting
period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. In computing
the net asset value, securities that have traded on an exchange are valued
at the last sale price on the principal exchange where they are traded.
Securities that have not traded on the date of valuation, or securities for
which sale prices are not available, generally are valued at the mean
between the last bid and asked prices. Short-term fixed-income securities
with remaining maturities of sixty days or less generally are valued at
amortized cost. Shares of money market mutual funds are valued at such
funds' net asset value.
Trading in foreign securities is substantially completed each day at
various times prior to the close of the NYSE. The values of such securities
used in computing the net asset value of the Fund's shares are determined
as of such times.
Securities for which independent pricing services are unable to supply
prices or for which market prices and/or quotations are not readily
available or are considered to be unreliable are valued by a fair valuation
team comprised of certain personnel of Pioneer Investment Management, Inc.
(PIM), the Fund's investment adviser, pursuant to procedures adopted by the
Fund's Board of Trustees. PIM's fair valuation team uses fair value methods
approved by the Valuation Committee of the Board of Trustees. PIM's fair
valuation team is responsible for monitoring developments that may impact
fair valued securities and for discussing and assessing fair values on an
ongoing basis, and at least quarterly, with the Valuation Committee of the
Board of Trustees.
Inputs used when applying fair value methods to value a security may
include credit ratings, the financial condition of the company, current
market conditions and comparable securities. The Fund may use fair value
methods if it is determined that a significant event has occurred after the
close of the exchange or market on which the security trades and prior to
the determination of the Fund's net asset value. Examples of a significant
event might include political or economic news, corporate restructurings,
natural disasters, terrorist activity or trading halts. Thus, the valuation
of the Fund's securities may differ significantly from exchange prices and
such differences could be material.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 33
At June 30, 2014, there were no securities that were valued using fair value
methods (other than securities that were valued using prices supplied by
independent pricing services or broker-dealers).
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in the exercise of reasonable diligence. Interest income, including
interest on income bearing cash accounts, is recorded on the accrual basis.
Dividend and interest income are reported net of unrecoverable foreign
taxes withheld at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually received.
Further, the effects of changes in foreign currency exchange rates on
investments are not segregated in the statement of operations from the
effects of changes in the market prices of those securities, but are
included with the net realized and unrealized gain or loss on investments.
C. Forward Foreign Currency Contracts
The Fund may enter into forward foreign currency contracts (contracts) for
the purchase or sale of a specific foreign currency at a fixed price on a
future date. All contracts are marked to market daily at the applicable
exchange rates, and any resulting unrealized appreciation or depreciation
are recorded in the Fund's financial statements. The Fund records realized
gains and losses at the time a contract 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.
The Fund had no outstanding forward foreign currency contracts as of June
30, 2014.
34 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
D. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no provision for federal income taxes is required.
As of December 31, 2013, the Fund did not accrue any interest or penalties
with respect to uncertain tax positions, which, if applicable, would be
recorded as an income tax expense in the Statement of Operations. Tax
returns filed within the prior three years remain subject to examination by
Federal and State tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences.
The tax character of current year distributions payable will be determined
at the end of the current taxable year. The tax character of distributions
paid during the year ended December 31, 2013 was as follows:
----------------------------------------------------------------------------
2013
----------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 5,884,426
----------------------------------------------------------------------------
Total $ 5,884,426
============================================================================
The following shows components of distributable earnings on a federal income
tax basis at December 31, 2013:
----------------------------------------------------------------------------
2013
----------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 155,055
Capital loss carryforward (383,251,299)
Net unrealized appreciation 296,329,674
----------------------------------------------------------------------------
Total $ (86,766,570)
============================================================================
The difference between book-basis and tax-basis net unrealized
appreciation is attributable to the tax deferral of losses on wash sales,
tax basis adjustments on Real Estate Investment Trust (REIT) holdings,
partnerships and other holdings.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 35
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 UniCredit S.p.A. (UniCredit),
earned $32,746 in underwriting commissions on the sale of Class A shares
during the six months ended June 30, 2014.
F. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively (see Note 4). Class Y shares do not pay distribution fees. All
expenses and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services are allocated among
the classes of shares based on the number of accounts in each class and the
ratable allocation of related out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class B, Class C and Class Y shares
can reflect different transfer agent and distribution expense rates.
G. Risks
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Fund more
susceptible to any economic, political, or regulatory developments or other
risks affecting those industries and sectors. The Fund's prospectus contains
unaudited information regarding the Fund's principal risks. Please refer to
that document when considering the Fund's principal risks.
H. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value of
the underlying securities (collateral), including accrued interest, is
required to be equal to or in excess of the repurchase price. The collateral
for all repurchase agreements is held in safekeeping in the customer-only
account of the Fund's custodian or a subcustodian of the Fund. PIM is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
36 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. Management fees are calculated daily at the annual rate of 0.50% of
the Fund's average daily net assets. Prior to June 7, 2013, the Fund paid a
basic management fee that was calculated at the annual rate of 0.60% of the
Fund's average daily net assets up to $5 billion, 0.575% of the next $5 billion
and 0.55% on the excess over $10 billion. The basic fee increased or decreased
by a maximum of 0.10%, based on the investment performance of the Fund's Class A
shares as compared to the Russell 1000 Value Index. The performance comparison
was made for a rolling 36-month period. Prior to June 7, 2013, the Pioneer
Research Fund (the accounting survivor of the reorganization) paid a management
fee that was calculated daily at the annual rate of 0.65% of such fund's average
daily net assets up to $1 billion, 0.60% of the next $4 billion and 0.55% on
assets over $5 billion. For the six months ended June 30, 2014, the net
management fee (excluding waivers and/or assumption of expenses) was equivalent
to 0.50% of the Fund's average daily net assets.
PIM has contractually agreed to limit ordinary operating expenses of the Fund to
the extent required to reduce Fund expenses to 1.25%, 2.15% and 2.15% of the
average daily net assets attributable to Class A, Class B and Class C shares,
respectively. Class Y shares do not have an expense limitation. Fees waived and
expenses reimbursed during the six months ended June 30, 2014 are reflected on
the Statement of Operations. These expense limitations are in effect through May
1, 2015. There can be no assurance that PIM will extend the expense limitation
agreement for a class of shares beyond the date referred to above.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$107,437 in management fees, administrative costs and certain other
reimbursements payable to PIM at June 30, 2014.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 37
For the six months ended June 30, 2014, such out-of-pocket expenses by class of
shares were as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $475,315
Class B 3,615
Class C 5,526
Class Y 17,591
--------------------------------------------------------------------------------
Total $502,047
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $218,159 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at June 30, 2014.
4. Distribution Plan
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B and Class C
shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net
assets attributable to Class A shares as compensation for personal services
and/or account maintenance services or distribution services with regard to
Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of the
average daily net assets attributable to Class B and Class C shares. The fee for
Class B and Class C shares consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class C
shares. Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $45,395 in distribution fees payable to PFD at June 30, 2014.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 12 months of purchase. Class B shares that are redeemed within five years
of purchase are subject to a CDSC at declining rates beginning at 4.00%, based
on the lower of cost or market value of shares being redeemed. Redemptions of
Class C shares within 12 months of purchase are subject to a CDSC of 1.00%,
based on the lower of cost or market value of shares being redeemed. Shares
purchased as part of an exchange remain subject to any CDSC that applied to the
original purchase of those shares. There is no CDSC for Class Y shares. Proceeds
from the CDSC are paid to PFD. For the six months ended June 30, 2014, CDSC in
the amount of $959 were paid to PFD.
38 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the six months ended June 30, 2014, the Fund's expenses
were not reduced under such arrangements.
6. Reorganization Information
On June 7, 2013 ("Closing Date"), Pioneer Research Fund (the "predecessor fund")
was reorganized with the Fund. The purpose of this transaction was to combine
two funds (managed by PIM) with similar investment objectives and strategies.
This tax-free reorganization was accomplished by exchanging the assets and
liabilities of the predecessor fund for shares of the Fund. Shareowners holding
Class A, Class B, Class C and Class Y of the predecessor fund received Class A,
Class B, Class C and Class Y shares of the Fund, respectively, in the
reorganization. The investment portfolio of the predecessor fund, with an
aggregate value of $69,338,811 and an identified cost of $51,739,180 at June 7,
2013, was the principal asset acquired by the Fund.
For financial reporting purposes, assets received and shares issued by the Fund
were recorded at net asset value, however, the cost basis of the investments
received from the predecessor fund was carried forward to align ongoing
reporting of the Fund's realized and unrealized gains and losses with amounts
distributable to shareowners for tax reporting purposes.
The Fund was the legal survivor of the reorganization. The predecessor fund was
the accounting survivor of the reorganization. Accordingly, the predecessor
fund's performance and financial history became the performance and financial
history of the Fund. Prior to the reorganization, the Fund was named Pioneer
Value Fund.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 39
The following charts shows the details of the reorganization as of the Closing
Date:
-----------------------------------------------------------------------------------------------------
Pioneer Pioneer Core
Pioneer Value Fund Research Fund Equity Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
-----------------------------------------------------------------------------------------------------
Net Assets
Class A $ 1,440,920,816 $ 28,058,361 $ 1,468,979,177
Class B 2,266,334 864,098 3,130,432
Class C 4,870,847 4,859,909 9,730,756
Class Y 8,852,521 35,435,343 44,287,864
-----------------------------------------------------------------------------------------------------
Total Net Assets $ 1,456,910,518 $ 69,217,711 $ 1,526,128,229
-----------------------------------------------------------------------------------------------------
Shares Outstanding
Class A 104,128,727 2,027,338* 106,156,065
Class B 179,044 68,254* 247,298
Class C 388,889 387,861* 776,750
Class Y 634,124 2,538,345* 3,172,469
-----------------------------------------------------------------------------------------------------
Pre-conversion Conversion Post-conversion
shares Ratio* shares
-----------------------------------------------------------------------------------------------------
Class A 2,270,553 0.8929 2,027,338
Class B 74,320 0.9184 68,254
Class C 415,977 0.9324 387,861
Class Y 2,841,872 0.8932 2,538,345
* Share amounts have been adjusted to reflect the conversion ratios utilized
to align the net asset values of the Predecessor Fund with those of the
Fund.
-----------------------------------------------------------------------------------------------------
Shares issued
Exchange Ratio in reorganization**
-----------------------------------------------------------------------------------------------------
Class A 1.000 104,128,727
Class B 1.000 179,044
Class C 1.000 388,889
Class Y 1.000 634,124
** Reflects shares issued by the predecessor fund, the accounting survivor, as
shown on the Statement of Changes.
-----------------------------------------------------------------------------------------------------
Unrealized Accumulated
Appreciation Gain (Loss) on
on Closing Date Closing Date
-----------------------------------------------------------------------------------------------------
Fund $331,284,140 $(610,173,465)
Predecessor Fund 17,599,630 (24,643,957)
40 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
Assuming the Reorganization had been completed on January 1, 2013, the beginning
of the Fund's current fiscal period, the pro forma results of
operations for the fiscal year ended December 31, 2013, are as follows:
Net Investment income (loss) $ 21,022,659
Net realized and unrealized gains 397,205,093
--------------------------------------------------------------------------------
Change in net assets resulting from operations $418,227,752
--------------------------------------------------------------------------------
Because the combined investment portfolios have been managed as a single
integrated portfolio since the reorganization was completed, it is not practical
to separate the amounts of revenue and earnings of the Fund that have been
included in the Statements of Operations since the Reorganization was
consummated.
7. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a committed, unsecured revolving line of credit
facility. Borrowings are used solely for temporary or emergency purposes. The
Fund may borrow up to the lesser of the amount available under the facility or
the limits set for borrowing by the Fund's prospectus and the 1940 Act. The
credit facility in effect until February 12, 2014 was in the amount of $215
million. As of February 12, 2014, the facility is in the amount of $240 million.
Under such facility, depending on the type of loan, interest on borrowings is
payable at the London Interbank Offered Rate (LIBOR) plus 0.90% (0.85% as of
February 12, 2014) on an annualized basis, or the Alternate Base Rate, which is
the greater of (a) the facility's administrative agent's daily announced prime
rate on the borrowing date, (b) 2% plus the Federal Funds Rate on the borrowing
date and (c) 2% plus the overnight Eurodollar rate on the borrowing date. The
Funds pay an annual commitment fee to participate in a credit facility. The
commitment fee is allocated among participating Funds based on an allocation
schedule set forth in the credit agreement. For the six months ended June 30,
2014, the Fund had no borrowings under a credit facility.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 41
8. Change in Independent Registered Public Accounting Firm
The Board of Trustees of the Fund, with the approval and recommendation of the
Audit Committee, appointed Deloitte & Touche LLP to serve as the Fund's
independent registered public accounting firm for the fiscal year ending
December 31, 2014. Deloitte & Touche LLP replaces Ernst & Young LLP, which
resigned as the Fund's independent registered public accounting firm, effective
upon completion of the audit of the Fund's financial statements for the fiscal
year ended December 31, 2013.
During the periods that Ernst & Young LLP served as the Fund's independent
registered public accounting firm, including the Fund's two most recent fiscal
years, Ernst & Young LLP's reports on the financial statements of the Fund have
not contained an adverse opinion or disclaimer of opinion and have not been
qualified or modified as to uncertainty, audit scope or accounting principles.
Further, there have been no disagreements with Ernst & Young LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of Ernst
& Young LLP would have caused Ernst & Young LLP to make reference to the subject
matter of the disagreement in connection with its report on the financial
statements. In addition, there have been no reportable events of the kind
described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange
Act of 1934.
9. Subsequent Event
Upcoming Conversion of Class B shares
As of the close of business on November 10, 2014 (The "Conversion Date"), all
outstanding Class B shares of the Pioneer Funds will be converted to Class A
shares. Shareholders may continue to hold their Class B shares until the
Conversion Date. Prior to the Conversion Date, redemptions of Class B shares are
subject to any applicable contingent deferred sales charges(CDSCs). Class A
shares acquired through the conversion will not be subject to CDSCs, nor will
any sales charges be assessed in connection with the conversion. After the
Conversion Date, subsequent purchases of Class A shares will be subject to sales
charges as described in the Fund's prospectus.
42 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
Trustees, Officers and Service Providers
Trustees Officers
Thomas J. Perna, Chairman Daniel K. Kingsbury, President*
David R. Bock Mark D. Goodwin, Executive
Benjamin M. Friedman Vice President
Margaret B.W. Graham Mark E. Bradley, Treasurer**
Daniel K. Kingsbury* Christopher J. Kelley, Secretary
Marguerite A. Piret
Kenneth J. Taubes
Stephen K. West***
Investment Adviser and Administrator
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at us.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
* Chief Executive Officer of the Fund. Resigned effective August 8, 2014.
** Chief Financial and Accounting Officer of the Fund.
*** Retired effective July 15, 2014.
Pioneer Core Equity Fund | Semiannual Report | 6/30/14 43
This page for your notes.
44 Pioneer Core Equity Fund | Semiannual Report | 6/30/14
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
--------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Write to us:
--------------------------------------------------------------------------------
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: us.pioneerinvestments.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
[LOGO] PIONEER
Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
us.pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2014 Pioneer Investments 19408-08-0814
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 12(a)(1), a copy of
its code of ethics that applies to the registrant's principal
executive officer,principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
as an exhibit to its annual
report on this Form N-CSR (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Not applicable.
(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.
Not applicable.
(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.
Not applicable.
(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.
Not applicable.
(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.
Not applicable.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountants 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.
Not applicable.
(g) Disclose the aggregate non-audit fees billed by the registrants accountant
for services rendered to the registrant, and rendered to the registrants
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.
Not applicable.
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants 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 registrant's 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 of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
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 registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's 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 registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
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 registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
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 registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R 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 and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
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.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) 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.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust XI
By (Signature and Title)* /s/ Mark Goodwin
Mark Goodwin, Executive Vice President
Date August 28, 2014
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/ Mark Goodwin
Mark Goodwin, Executive Vice President
Date August 28, 2014
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date August 28, 2014
* Print the name and title of each signing officer under his or her signature.