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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21460
Pioneer Series Trust II
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: November 30
Date of reporting period: December 1, 2013 through November 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 Select
Mid Cap Growth Fund
--------------------------------------------------------------------------------
Annual Report | November 30, 2014
--------------------------------------------------------------------------------
Ticker Symbols:
Class A PGOFX
Class C GOFCX
Class R PGRRX
Class Y GROYX
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
President's Letter 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 26
Notes to Financial Statements 34
Report of Independent Registered Public Accounting Firm 44
Approval of Investment Advisory Agreement 45
Trustees, Officers and Service Providers 50
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 1
President's Letter
Dear Shareowner,
Today's market environment presents numerous opportunities as well as challenges
for investors. A disparate global economic landscape has formed, with the U.S.
facing prospects for continued growth, while questions abound regarding the
outlook for other regions. Employment, household income, and corporate profits
have been rising in the U.S. and inflation pressures remain low. However, many
countries across Europe as well as Japan face muted growth. In addition, a
variety of factors have clouded the outlook for countries such as Russia and
Brazil and China's investment-driven economy continues to slow.
Monetary policies of major central banks are diverging, reflecting different
economic conditions. With the U.S. economy no longer in need of extraordinary
stimulus, the Federal Reserve Board may be closer to raising short-term interest
rates. Conversely, the European Central Bank and the Bank of Japan are likely to
be adding, not removing, stimulus.
While we anticipate continued growth for the U.S., the outlook is far from
certain, nor is the outlook for other regions necessarily dire. It remains to
be seen how weakness outside the U.S. will affect global growth and whether
easing monetary policies in other regions will spur an economic recovery.
While these economic conditions may lead to increasing volatility in 2015, we
believe the opportunity for investors to earn attractive returns will persist.
However, in an environment where interest rates remain low and equity valuations
have been buoyed by an extended bull market, we believe it is imperative
investors adhere to a disciplined investment approach that is consistent with
one's goals and objectives, being mindful of the tradeoff between risk and
return.
Since 1928 Pioneer's investment professionals have been focused on identifying
and capitalizing on investment opportunities that present themselves in a
variety of ever changing market conditions, including those we face today. We
seek returns consistent with our strategies' stated style and
2 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
objectives and consistent with our shareholders' expectations, regardless of
market conditions. We believe our shareowners benefit from the experience and
tenure of our investment teams, the insights generated from extensive research
resources and a commitment to prudent risk management designed to mitigate
downside and preserve returns over time.
We encourage you to work with your financial advisor to develop an overall
investment plan that addresses both your short- and long-term goals, and to
implement such a plan in a disciplined manner, as we do when deploying
strategies on behalf of our shareowners.
We greatly appreciate your trust in us in the past and look forward to
continuing to serve you in the future.
Sincerely,
/s/ Lisa M. Jones
Lisa M. Jones
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These statements should not
be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 3
Portfolio Management Discussion | 11/30/14
For the 12-month period ended November 30, 2014, returns for Pioneer Select Mid
Cap Growth Fund underperformed the return of the Fund's benchmark, the Russell
Midcap Growth Index, but exceeded the average returns of the Mid Cap Growth
funds tracked by both Lipper and Morningstar. In the following interview, Ken
Winston reviews the investment background and details some of the factors and
decisions that drove the Fund's performance during the 12-month period. Mr.
Winston, a vice president and a portfolio manager at Pioneer, is responsible for
the day-to-day management of the Fund, along with Shaji John, a vice president
and a portfolio manager at Pioneer, and Jon Stephenson, a vice president and a
portfolio manager at Pioneer.
Q How would you describe the investment environment for mid-cap equities
during the 12-month period ended November 30, 2014?
A Mid-cap stocks traced a very jagged path upward over the full 12-month
period. Along the way, share prices of equities suffered four steep
downturns that were triggered by such factors as disruptive winter weather
in 2013-2014, weakening global economic growth, the Ebola virus outbreak and
expectations of interest-rate hikes in 2015. In the long run, however,
investors chose to focus on the strengthening U.S. economy as their best
source of opportunity. Falling commodity prices and the near-absence of
inflation were additional factors favoring the performance of equities.
Towards the end of the period, lower energy prices acted as a de facto
stimulus for the domestic economy, putting more money in the pockets of
consumers and reducing operating expenses for businesses. At the same time,
low levels of inflation gave the U.S. Federal Reserve System (the Fed) the
leeway to delay any potential rate increases. Oil and gas prices, already
slumping, dropped even further when the OPEC cartel (Organization of
Petroleum Exporting Countries) opted to maintain current production levels.
During the period, market participants favored owning stocks of larger
rather than smaller companies. Thus, mid-cap portfolio managers and
shareholders were rewarded if their investment choices tilted toward larger
issues within the mid-cap style range.
Q How did the Fund perform in that environment during the 12-month period
ended November 30, 2014?
A Pioneer Select Mid Cap Growth Fund's Class A shares returned 13.30% at net
asset value during the 12-month period ended November 30, 2014, while the
Fund's benchmark, the Russell Midcap Growth Index (the Russell Index),
returned 15.80%. During the same period, the average return of the
4 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
419 mutual funds in Lipper's Mid Cap Growth Funds category was 10.40%,
and the average return of the 747 mutual funds in Morningstar's Mid Cap
Growth Funds category was 10.29%.
Q Which of your investment strategies either contributed to or detracted from
the Fund's performance during the 12-month period ended November 30, 2014?
A The Fund underperformed the Russell Index during the 12-month period
primarily because of unfavorable stock selection results. From an asset
allocation perspective within the various market sectors, the Fund's
positioning versus the benchmark was essentially neutral to relative
performance.
Health care, telecom services, utilities and consumer staples were the
top-performing sectors in the Russell Index during the period. Meanwhile,
energy, the worst-performing sector, finished in negative territory and
consumer discretionary, while positive for the period, was the second-worst
performer. Accordingly, the Fund's overweight in health care and an
underweight in consumer discretionary benefited benchmark-relative
performance. A greater-than-benchmark portfolio weighting in the slumping
energy sector, plus underexposure to the strong telecom services and
consumer staples sectors, essentially offset those positives. The Fund's
sector weightings are not determined in advance, but are the result of our
stock selection process.
Health care delivered the best returns for the Fund relative to the
benchmark when both stock selection and the effects of sector weightings are
taken into consideration. Stock selection was also strong in the consumer
staples sector, although that benefit was diluted somewhat by the
portfolio's aforementioned underweight position. Stock selection in
information technology also contributed to the Fund's benchmark-relative
performance, while selection in six sectors - industrials, consumer
discretionary, materials, energy, financials and utilities, in that order -
held back the Fund's relative returns.
Q Which individual holdings had the greatest positive effect on the Fund's
performance during the 12-month period ended November 30, 2014?
A The Fund's two best-performing stock positions during the period were
American Airlines Group and Keurig Green Mountain. American's shares made
the strongest contribution to the Fund's results over the period,
encompassing the first four quarters after the merger between AMR Corp.
(American's former parent) and U.S. Airways. The share price rose as
investors began to appreciate the significantly enhanced earnings potential
of the combined company. Keurig Green Mountain, a consumer staples firm that
makes and distributes the popular Keurig one-cup coffee brewing
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 5
system, is the industry leader in that area. Early in 2014, Keurig Green
Mountain's shares advanced sharply on news of a partnership with Coca-Cola
(not in the portfolio). The two companies are developing a new single-serve
counter-top system for cold beverages. Coca-Cola has also made a direct
investment of up to 20% in Keurig Green Mountain. Other top performers for
the Fund in consumer staples during the period were Monster Beverage and
Constellation Brands, which aided relative results. In addition, our
avoidance of Avon Products and Whole Foods Markets, both of which materially
underperformed, helped the Fund's benchmark-relative returns in the consumer
staples sector.
In information technology, a position in Skyworks Solutions, which makes
complete semiconductor solutions for mobile communications, was a standout
performer for the Fund over the period. The shares appreciated greatly after
the company reported strong results in consecutive quarters. Skyworks is
also increasing its share of semiconductor content for mobile phones,
including Apple's (not in the portfolio) newest iPhones, which have complex,
specialized requirements.
In health care, the Fund realized strong contributions from several
portfolio holdings in the sector. Shares of Neurocrine Biosciences, a
biopharmaceutical company, rose after the company reported positive Phase II
results for a drug that targets movement disorders. In addition, Elagolix,
Neurocrine's leading new product candidate, has shown positive Phase II
trial data for the treatment of endometriosis and uterine fibroids. A
position in Akorn Pharmaceuticals, which makes a wide range of ophthalmic
and injectable therapies, was another strong performer during the 12-month
period, while the Fund's shares of Shire rose based on strong results and
its agreement to merge with AbbVie. The proposed merger eventually fell
apart, but only after we had decided to take profits and sell the Fund's
position in Shire.
Q Which individual holdings detracted the most from the Fund's returns during
the 12-month period ended November 30, 2014?
A In energy, a position in Goodrich Petroleum, a Houston-based exploration and
production company with assets in the Tuscaloosa Marine Shale and elsewhere,
hurt the Fund's benchmark-relative performance the most during the 12-month
period. Goodrich's shares declined in price when it became clear that the
company's drilling and completion activities could not live up to Wall
Street's expectations, given the collapse of oil prices as the period
progressed. In industrials, a portfolio position in Chart Industries, which
manufactures highly engineered cryogenic equipment for the natural gas
industry, hurt benchmark-relative performance as the
6 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
company's share price fell after it disclosed that the timing of certain
orders and shipments to China would fail to meet previous expectations. In
consumer discretionary, the Fund's position in LKQ, a leading provider of
refurbished parts for cars and trucks, also detracted from
benchmark-relative performance. During the period, an independent
short-seller newsletter accused LKQ of using overly aggressive accounting
methods with respect to the company's acquisitions, which hurt the stock
price. In our opinion, the claims are exaggerated, and we maintain our
positive outlook for LKQ, based on its compelling growth potential and well-
informed acquisition strategy.
Q Did you use derivative investments in managing the Fund during the 12-month
period ended November 30, 2014, and did the derivatives have an effect on
performance?
A Yes, we did use derivatives during the period. Specifically, we sold call
options against the shares of some companies we held in the portfolio. We
did this in order to generate short-term income while still being able to
retain those stocks in the portfolio. The selling of the call options made
a minor, yet positive contribution to the Fund's performance during
the period.
Q What is your investment outlook?
A The Fed has signaled its intention to raise short-term interest rates
sometime in 2015. Ideally, such changes would be gradual and carefully timed
so as not to disrupt the economic comfort zone in which corporations have
been functioning so smoothly. We believe equity prices should be able to
weather such a measured approach. For that matter, we believe rate hikes
appear far from certain to occur, as falling commodity prices are
constraining domestic inflation, while slackening global economic growth
also argues against near-term rate increases. Although the U.S. economic
expansion appears poised to continue, shortfalls in global growth or a
miscalculation by the Fed could derail the long-running bull market. Also,
the sharp drop in oil and gas prices implies a reduction of capital
spending, much of which is normally seen in the energy sector.
For next year, we see potential for respectable corporate earnings expansion
in an environment of modest overall domestic economic growth. Equity returns
have been understandably less robust than in earlier stages of the economic
recovery as world economies have faced their own challenges, and continued
weakness overseas could hold back economic growth at home. Also, the twin
specters of continued geopolitical turmoil and the possibility of a
resurgent, more aggressive spread of Ebola remain serious risks to U.S.
investor confidence.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 7
Overall, however, we feel the most likely scenario features sustainable, but
moderate economic growth against a background of manageable inflation. That
scenario will mostly favor companies such as those we strive to hold in the
Fund's portfolio; corporations that we feel have the potential to grow over
the long run, despite periodic economic setbacks. Searching for companies
with sustainable growth prospects that are available at reasonable
valuations in a diversified* portfolio will continue to define our
investment strategy.
* Diversification does not assure a profit nor protect against loss in a
declining market.
Please refer to the Schedule of Investments on pages 17-25 for a full listing of
Fund securities.
Investments in mid-sized companies may offer the potential for higher returns,
but are also subject to greater short-term price fluctuations than larger, more
established companies.
When interest rates rise, the prices of fixed income securities in the fund will
generally fall. Conversely, when interest rates fall, the prices of fixed income
securities in the fund will generally rise.
The portfolio invests in REIT securities, the value of which can fall for a
variety of reasons, such as declines in rental income, fluctuating interest
rates, poor property management, environmental liabilities, uninsured damage,
increased competition, or changes in real estate tax laws.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
These risks may increase share price volatility.
Before investing, consider the product's investment objectives, risks, charges
and expenses. Contact your advisor or Pioneer Investments for a prospectus or
summary prospectus containing this information. Read it carefully.
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 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.
8 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Portfolio Summary | 11/30/14
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 91.5%
International Common Stocks 7.0%
Depositary Receipts for International Stocks 1.2%
U.S. Corporate Bonds 0.3%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Information Technology 19.7%
Consumer Discretionary 19.6%
Health Care 17.7%
Industrials 15.7%
Consumer Staples 8.7%
Financials 6.9%
Energy 5.2%
Materials 3.8%
Telecommunication Services 2.0%
Utilities 0.7%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. American Airlines Group, Inc. 2.06%
--------------------------------------------------------------------------------
2. Skyworks Solutions, Inc. 1.87
--------------------------------------------------------------------------------
3. Keurig Green Mountain, Inc. 1.85
--------------------------------------------------------------------------------
4. Lear Corp. 1.74
--------------------------------------------------------------------------------
5. Akamai Technologies, Inc. 1.49
--------------------------------------------------------------------------------
6. Dollar Tree, Inc. 1.49
--------------------------------------------------------------------------------
7. Catamaran Corp. 1.45
--------------------------------------------------------------------------------
8. Jazz Pharmaceuticals Plc 1.37
--------------------------------------------------------------------------------
9. The NASDAQ OMX Group, Inc. 1.33
--------------------------------------------------------------------------------
10. Advance Auto Parts, Inc. 1.31
--------------------------------------------------------------------------------
* This list excludes temporary cash investments and derivative instruments.
The portfolio is actively managed, and current holdings may be different.
The holdings listed should not be considered recommendations to buy or sell
any security listed.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 9
Prices and Distributions | 11/30/14
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 11/30/14 11/30/13*
--------------------------------------------------------------------------------
A $36.92 $37.55
--------------------------------------------------------------------------------
C $29.47 $31.23
--------------------------------------------------------------------------------
R $36.19 $37.05
--------------------------------------------------------------------------------
Y $39.08 $39.32
--------------------------------------------------------------------------------
Distributions per Share: 12/1/13-11/30/14
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $ -- $0.1108 $5.5119
--------------------------------------------------------------------------------
C $ -- $0.1108 $5.5119
--------------------------------------------------------------------------------
R $ -- $0.1108 $5.5119
--------------------------------------------------------------------------------
Y $ -- $0.1108 $5.5119
--------------------------------------------------------------------------------
Index Definition
--------------------------------------------------------------------------------
The Russell Midcap Growth Index is an unmanaged index that measures the
performance of U.S. mid-cap growth stocks. Index returns are calculated monthly,
assume reinvestment of dividends and, unlike Fund returns, do not reflect any
fees, expenses or sales charges. It is not possible to invest directly in an
index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 11-14.
* The Fund acquired the assets and liabilities of Pioneer Select Mid Cap
Growth 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. The predecessor
fund did not offer Class R Shares. Financial reporting for Class R shares
commenced on June 7, 2013.
10 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Performance Update | 11/30/14 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 Select Mid Cap Growth Fund at
public offering price during the periods shown, compared to that of the Russell
Midcap Growth Index.
Average Annual Total Returns
(As of November 30, 2014)
--------------------------------------------------------------------------------
Net Public Russell
Asset Offering Midcap
Value Price Growth
Period (NAV) (POP) Index
--------------------------------------------------------------------------------
10 Years 10.38% 9.73% 9.97%
5 Years 16.28 14.91 18.42
1 Year 13.30 6.78 15.80
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated April 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.12%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Select Russell Midcap
Mid Cap Growth Fund Growth Index
11/30/2004 $ 9,425 $10,000
11/30/2005 $11,208 $11,620
11/30/2006 $12,359 $13,116
11/30/2007 $14,055 $14,444
11/30/2008 $ 8,181 $ 7,778
11/30/2009 $11,900 $11,109
11/30/2010 $14,390 $14,034
11/30/2011 $15,223 $14,886
11/30/2012 $16,304 $16,682
11/30/2013 $22,329 $22,338
11/30/2014 $25,298 $25,867
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 Select Mid Cap Growth
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. 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.
The predecessor fund was established in connection with the reorganization of
Regions Morgan Keegan Select Mid Cap Growth Fund into the predecessor fund on
May 15, 2009. The performance of Class A shares of the predecessor fund for
periods prior to May 15, 2009, includes the performance of Regions Morgan Keegan
Select Mid Cap Growth Fund's Class A shares, which has been restated to reflect
differences in any applicable sales charges (but not differences in expenses).
This adjustment has the effect of reducing the previously reported performance
of Regions Morgan Keegan Select Mid Cap Growth Fund. A different investment
adviser served as the adviser of Regions Morgan Keegan Select Mid Cap Growth
Fund.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 11
Performance Update | 11/30/14 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 Select Mid Cap Growth Fund during
the periods shown, compared to that of the Russell Midcap Growth Index.
Average Annual Total Returns
(As of November 30, 2014)
--------------------------------------------------------------------------------
Russell
Midcap
If If Growth
Period Held Redeemed Index
--------------------------------------------------------------------------------
10 Years 9.58% 9.58% 9.97%
5 Years 15.22 15.22 18.42
1 Year 12.37 12.37 15.80
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated April 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.97%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Select Russell Midcap
Mid Cap Growth Fund Growth Index
11/30/2004 $ 10,000 $ 10,000
11/30/2005 $ 11,854 $ 11,620
11/30/2006 $ 13,010 $ 13,116
11/30/2007 $ 14,764 $ 14,444
11/30/2008 $ 8,508 $ 7,778
11/30/2009 $ 12,288 $ 11,109
11/30/2010 $ 14,719 $ 14,034
11/30/2011 $ 15,426 $ 14,886
11/30/2012 $ 16,359 $ 16,682
11/30/2013 $ 22,208 $ 22,338
11/30/2014 $ 24,955 $ 25,867
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
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 Select Mid Cap Growth
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. 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.
The predecessor fund was established in connection with the reorganization of
Regions Morgan Keegan Select Mid Cap Growth Fund into the predecessor fund on
May 15, 2009. The performance of Class C shares of the predecessor fund for
periods prior to May 15, 2009, includes the performance of Regions Morgan Keegan
Select Mid Cap Growth Fund's Class C shares, which has been restated to reflect
differences in any applicable sales charges (but not differences in expenses).
This adjustment has the effect of reducing the previously reported performance
of Regions Morgan Keegan Select Mid Cap Growth Fund. A different investment
adviser served as the adviser of Regions Morgan Keegan Select Mid Cap Growth
Fund.
12 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Performance Update | 11/30/14 Class R Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class R shares of Pioneer Select Mid Cap Growth Fund during
the periods shown, compared to that of the Russell Midcap Growth Index.
Average Annual Total Returns
(As of November 30, 2014)
--------------------------------------------------------------------------------
Russell
Midcap
If If Growth
Period Held Redeemed Index
--------------------------------------------------------------------------------
10 Years 9.85% 9.85% 9.97%
5 Years 15.74 15.74 18.42
1 Year 12.85 12.85 15.80
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated April 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.52%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Select Russell Midcap
Mid Cap Growth Fund Growth Index
11/30/2004 $ 10,000 $ 10,000
11/30/2005 $ 11,833 $ 11,620
11/30/2006 $ 12,983 $ 13,116
11/30/2007 $ 14,691 $ 14,444
11/30/2008 $ 8,509 $ 7,778
11/30/2009 $ 12,315 $ 11,109
11/30/2010 $ 14,817 $ 14,034
11/30/2011 $ 15,597 $ 14,886
11/30/2012 $ 16,623 $ 16,682
11/30/2013 $ 22,663 $ 22,338
11/30/2014 $ 25,576 $ 25,867
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 R shares are not subject to sales charges and are available for limited
groups of eligible investors. All results are historical and assume the
reinvestment of dividends and capital gains. Other share classes are available
for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Select Mid Cap Growth
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. The
predecessor fund did not offer Class R shares. Accordingly, the performance of
Class R shares of the Fund is the performance of Class A shares of the
predecessor fund for periods prior to the reorganization, restated to reflect
the higher distribution and service fees of Class R shares, but not other
differences in expenses.
The predecessor fund was established in connection with the reorganization of
Regions Morgan Keegan Select Mid Cap Growth Fund into the predecessor fund on
May 15, 2009. The performance shown for Class R shares of the Fund for periods
prior to May 15, 2009, is based on the performance of Regions Morgan Keegan
Select Mid Cap Growth Fund's Class A shares, which has been restated to reflect
differences in any applicable sales charges and the higher distribution and
service fees of Class R shares of the Fund (but not differences in expenses).
This adjustment has the effect of reducing the previously reported performance
of Regions Morgan Keegan Select Mid Cap Growth Fund. A different investment
adviser served as the adviser of Regions Morgan Keegan Select Mid Cap Growth
Fund.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 13
Performance Update | 11/30/14 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 Select Mid Cap Growth Fund during
the periods shown, compared to that of the Russell Midcap Growth Index.
Average Annual Total Returns
(As of November 30, 2014)
--------------------------------------------------------------------------------
Russell
Midcap
If If Growth
Period Held Redeemed Index
--------------------------------------------------------------------------------
10 Years 10.73% 10.73% 9.97%
5 Years 16.74 16.74 18.42
1 Year 13.69 13.69 15.80
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated April 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
0.76%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Select Russell Midcap
Mid Cap Growth Fund Growth Index
11/30/2004 $ 5,000,000 $ 5,000,000
11/30/2005 $ 5,954,628 $ 5,809,757
11/30/2006 $ 6,581,291 $ 6,558,127
11/30/2007 $ 7,494,215 $ 7,222,214
11/30/2008 $ 4,374,854 $ 3,888,985
11/30/2009 $ 6,390,726 $ 5,554,714
11/30/2010 $ 7,761,464 $ 7,017,159
11/30/2011 $ 8,242,584 $ 7,443,027
11/30/2012 $ 8,868,947 $ 8,340,902
11/30/2013 $ 12,185,281 $ 11,169,183
11/30/2014 $ 13,853,827 $ 12,933,655
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 Y shares are not subject to sales charges and are available for limited
groups of eligible investors, including institutional investors. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Select Mid Cap Growth
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. 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.
The predecessor fund was established in connection with the reorganization of
Regions Morgan Keegan Select Mid Cap Growth Fund into the predecessor fund on
May 15, 2009. The performance of Class Y shares of the predecessor fund for
periods prior to May 15, 2009, includes the performance of Regions Morgan Keegan
Select Mid Cap Growth Fund's Class I shares, which has been restated to reflect
differences in any applicable sales charges (but not differences in expenses).
This adjustment has the effect of reducing the previously reported performance
of Regions Morgan Keegan Select Mid Cap Growth Fund. A different investment
adviser served as the adviser of Regions Morgan Keegan Select Mid Cap Growth
Fund.
14 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
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 Select Mid Cap Growth Fund
Based on actual returns from June 1, 2014 through November 30, 2014.
------------------------------------------------------------------------------------------
Share Class A C R Y
------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 6/1/14
------------------------------------------------------------------------------------------
Ending Account $1,062.55 $1,058.00 $1,060.12 $1,064.41
Value (after expenses)
on 11/30/14
------------------------------------------------------------------------------------------
Expenses Paid $ 5.64 $ 9.85 $ 7.69 $ 3.93
During Period*
------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 1.09%,
1.91% 1.49% and 0.76% for Class A, Class C, Class R and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 183/365 (to reflect the one-half year period).
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 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 Select Mid Cap Growth Fund
Based on a hypothetical 5% return per year before expenses, reflecting the
period from June 1, 2014 through November 30, 2014.
-----------------------------------------------------------------------------------------
Share Class A C R Y
-----------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 6/1/14
-----------------------------------------------------------------------------------------
Ending Account $1,019.60 $1,015.49 $1,017.60 $1,021.26
Value (after expenses)
on 11/30/14
-----------------------------------------------------------------------------------------
Expenses Paid $ 5.52 $ 9.65 $ 7.54 $ 3.85
During Period*
-----------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 1.09%,
1.91% 1.49% and 0.76% for Class A, Class C, Class R and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 183/365 (to reflect the one-half year period).
16 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Schedule of Investments | 11/30/14
-----------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------
COMMON STOCKS -- 99.2%
ENERGY -- 5.0%
Oil & Gas Exploration & Production -- 4.0%
427,729 Cabot Oil & Gas Corp. $ 14,132,166
68,442 Cimarex Energy Co. 7,182,988
494,267 Goodrich Petroleum Corp.* 2,990,315
120,634 Gulfport Energy Corp.* 5,757,861
613,698 Memorial Resource Development Corp.* 13,255,877
193,356 Rice Energy, Inc. 4,814,564
--------------
$ 48,133,771
-----------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 0.2%
23,467 Tesoro Corp. $ 1,798,042
-----------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.8%
248,127 Boardwalk Pipeline Partners LP* $ 4,094,096
78,991 SemGroup Corp. 5,844,544
--------------
$ 9,938,640
--------------
Total Energy $ 59,870,453
-----------------------------------------------------------------------------------
MATERIALS -- 3.8%
Commodity Chemicals -- 1.1%
115,807 Methanex Corp. $ 5,982,590
114,889 Westlake Chemical Corp. 7,306,940
--------------
$ 13,289,530
-----------------------------------------------------------------------------------
Specialty Chemicals -- 1.1%
197,585 Flotek Industries, Inc.* $ 3,848,956
71,043 RPM International, Inc. 3,388,751
62,685 WR Grace & Co.* 6,022,148
--------------
$ 13,259,855
-----------------------------------------------------------------------------------
Construction Materials -- 1.0%
76,101 Eagle Materials, Inc. $ 6,269,961
53,693 Martin Marietta Materials, Inc. 6,445,308
--------------
$ 12,715,269
-----------------------------------------------------------------------------------
Metal & Glass Containers -- 0.3%
124,436 Berry Plastics Group, Inc.* $ 3,601,178
-----------------------------------------------------------------------------------
Paper Products -- 0.3%
104,536 KapStone Paper and Packaging Corp. $ 3,122,490
--------------
Total Materials $ 45,988,322
-----------------------------------------------------------------------------------
CAPITAL GOODS -- 4.5%
Aerospace & Defense -- 0.5%
70,236 B/E Aerospace, Inc.* $ 5,469,277
-----------------------------------------------------------------------------------
Construction & Engineering -- 0.1%
56,981 Quanta Services, Inc.* $ 1,737,920
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 17
Schedule of Investments | 11/30/14 (continued)
-----------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------
Electrical Components & Equipment -- 0.3%
28,789 Acuity Brands, Inc. $ 3,978,640
-----------------------------------------------------------------------------------
Heavy Electrical Equipment -- 0.3%
51,424 Power Solutions International, Inc.* $ 3,375,986
-----------------------------------------------------------------------------------
Industrial Conglomerates -- 0.6%
48,221 Roper Industries, Inc. $ 7,610,238
-----------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 0.7%
24,430 WABCO Holdings, Inc.* $ 2,507,007
65,838 Wabtec Corp./DE 5,826,005
--------------
$ 8,333,012
-----------------------------------------------------------------------------------
Industrial Machinery -- 0.2%
41,945 Pentair Plc $ 2,714,261
-----------------------------------------------------------------------------------
Trading Companies & Distributors -- 1.8%
283,316 HD Supply Holdings, Inc.* $ 8,238,829
115,668 United Rentals, Inc.* 13,106,341
--------------
$ 21,345,170
--------------
Total Capital Goods $ 54,564,504
-----------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES -- 2.9%
Environmental & Facilities Services -- 0.4%
190,719 Covanta Holding Corp.* $ 4,781,325
-----------------------------------------------------------------------------------
Diversified Support Services -- 0.9%
62,865 Cintas Corp. $ 4,598,575
141,577 Mobile Mini, Inc.* 5,874,030
--------------
$ 10,472,605
-----------------------------------------------------------------------------------
Human Resource & Employment Services -- 1.6%
111,457 Towers Watson & Co. $ 12,590,183
120,708 WageWorks, Inc.* 7,051,761
--------------
$ 19,641,944
--------------
Total Commercial Services & Supplies $ 34,895,874
-----------------------------------------------------------------------------------
TRANSPORTATION -- 8.2%
Airlines -- 3.9%
509,577 American Airlines Group, Inc. $ 24,729,772
68,316 Southwest Airlines Co. 2,856,975
68,420 Spirit Airlines, Inc.* 5,657,650
223,005 United Continental Holdings, Inc.* 13,654,596
--------------
$ 46,898,993
-----------------------------------------------------------------------------------
Marine -- 0.5%
68,103 Kirby Corp.* $ 6,547,422
-----------------------------------------------------------------------------------
Railroads -- 1.0%
100,949 CSX Corp. $ 3,683,629
69,065 Kansas City Southern 8,214,591
--------------
$ 11,898,220
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
-----------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------
Trucking -- 2.3%
251,422 Hertz Global Holdings, Inc.* $ 5,968,758
85,571 Old Dominion Freight Line, Inc.* 6,934,674
117,154 Ryder System, Inc. 11,190,550
159,798 YRC Worldwide, Inc.* 3,836,750
--------------
$ 27,930,732
-----------------------------------------------------------------------------------
Airport Services -- 0.5%
88,357 Macquarie Infrastructure Co LLC $ 6,211,497
--------------
Total Transportation $ 99,486,864
-----------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 1.9%
Auto Parts & Equipment -- 1.9%
43,242 BorgWarner, Inc. $ 2,445,768
218,104 Lear Corp. 20,918,355
--------------
$ 23,364,123
--------------
Total Automobiles & Components $ 23,364,123
-----------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 4.0%
Home Furnishings -- 0.4%
30,403 Mohawk Industries, Inc.* $ 4,669,597
-----------------------------------------------------------------------------------
Household Appliances -- 0.6%
37,479 Whirlpool Corp. $ 6,977,465
-----------------------------------------------------------------------------------
Leisure Products -- 0.2%
161,137 Performance Sports Group, Ltd. $ 2,895,632
-----------------------------------------------------------------------------------
Apparel, Accessories & Luxury Goods -- 2.8%
88,176 G-III Apparel Group, Ltd.* $ 7,802,694
134,901 Hanesbrands, Inc. 15,610,744
51,894 Michael Kors Holdings, Ltd.* 3,980,789
46,589 PVH Corp. 5,923,325
--------------
$ 33,317,552
--------------
Total Consumer Durables & Apparel $ 47,860,246
-----------------------------------------------------------------------------------
CONSUMER SERVICES -- 3.8%
Hotels, Resorts & Cruise Lines -- 0.7%
186,451 Hilton Worldwide Holdings, Inc. $ 4,888,745
80,418 Norwegian Cruise Line Holdings, Ltd.* 3,529,546
--------------
$ 8,418,291
-----------------------------------------------------------------------------------
Restaurants -- 2.3%
11,168 Chipotle Mexican Grill, Inc.* $ 7,411,308
104,977 Jack in the Box, Inc.* 7,820,786
39,208 Panera Bread Co.* 6,563,419
242,016 Sonic Corp.* 6,580,415
--------------
$ 28,375,928
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 19
Schedule of Investments | 11/30/14 (continued)
-----------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------
Specialized Consumer Services -- 0.8%
277,962 H&R Block, Inc. $ 9,350,642
--------------
Total Consumer Services $ 46,144,861
-----------------------------------------------------------------------------------
MEDIA -- 0.9%
Cable & Satellite -- 0.9%
95,000 Liberty Global Plc (Class A)* $ 4,939,050
118,966 Liberty Global Plc (Class C)* 5,938,783
--------------
$ 10,877,833
--------------
Total Media $ 10,877,833
-----------------------------------------------------------------------------------
RETAILING -- 8.9%
Distributors -- 1.2%
509,086 LKQ Corp.* $ 14,788,948
-----------------------------------------------------------------------------------
Internet Retail -- 0.5%
86,600 TripAdvisor, Inc.* $ 6,378,090
-----------------------------------------------------------------------------------
General Merchandise Stores -- 1.5%
261,229 Dollar Tree, Inc.* $ 17,857,614
-----------------------------------------------------------------------------------
Apparel Retail -- 1.2%
70,934 Ross Stores, Inc. $ 6,489,042
123,466 The TJX Companies, Inc. 8,168,511
--------------
$ 14,657,553
-----------------------------------------------------------------------------------
Home Improvement Retail -- 0.8%
150,376 Lowe's Companies, Inc. $ 9,598,500
-----------------------------------------------------------------------------------
Specialty Stores -- 1.9%
93,778 Five Below, Inc.* $ 4,375,681
59,431 Signet Jewelers, Ltd. 7,783,084
135,399 Tractor Supply Co.* 10,416,245
--------------
$ 22,575,010
-----------------------------------------------------------------------------------
Automotive Retail -- 1.8%
106,869 Advance Auto Parts, Inc. $ 15,718,293
79,057 Lithia Motors, Inc. 5,811,480
--------------
$ 21,529,773
--------------
Total Retailing $ 107,385,488
-----------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 1.9%
Drug Retail -- 0.8%
105,864 CVS Health Corp. $ 9,671,735
-----------------------------------------------------------------------------------
Food Retail -- 1.1%
217,140 The Kroger Co. $ 12,993,658
--------------
Total Food & Staples Retailing $ 22,665,393
-----------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 6.8%
Brewers -- 0.8%
116,053 Molson Coors Brewing Co. (Class B) $ 8,976,700
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
-----------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------
Distillers & Vintners -- 0.9%
111,043 Constellation Brands, Inc.* $ 10,704,545
-----------------------------------------------------------------------------------
Soft Drinks -- 0.9%
98,087 Monster Beverage Corp.* $ 11,000,457
-----------------------------------------------------------------------------------
Packaged Foods & Meats -- 3.4%
109,511 Hormel Foods Corp. $ 5,812,844
155,724 Keurig Green Mountain, Inc. 22,134,609
41,676 Mead Johnson Nutrition Co. 4,327,636
207,632 Tyson Foods, Inc. 8,791,139
--------------
$ 41,066,228
-----------------------------------------------------------------------------------
Tobacco -- 0.8%
157,641 Lorillard, Inc. $ 9,953,453
--------------
Total Food, Beverage & Tobacco $ 81,701,383
-----------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 9.3%
Health Care Equipment -- 1.9%
107,663 Edwards Lifesciences Corp.* $ 13,961,738
184,978 Insulet Corp.* 8,618,125
--------------
$ 22,579,863
-----------------------------------------------------------------------------------
Health Care Supplies -- 2.0%
257,232 Align Technology, Inc.* $ 14,636,501
757,812 Endologix, Inc.* 9,722,728
--------------
$ 24,359,229
-----------------------------------------------------------------------------------
Health Care Distributors -- 1.5%
171,389 Cardinal Health, Inc. $ 14,086,462
268,224 Neff Corp. 3,956,304
--------------
$ 18,042,766
-----------------------------------------------------------------------------------
Health Care Services -- 2.5%
342,557 Catamaran Corp.* $ 17,449,854
170,687 Omnicare, Inc. 12,002,710
--------------
$ 29,452,564
-----------------------------------------------------------------------------------
Health Care Facilities -- 0.8%
276,421 Brookdale Senior Living, Inc.* $ 9,790,832
-----------------------------------------------------------------------------------
Managed Health Care -- 0.6%
99,384 WellCare Health Plans, Inc.* $ 7,328,576
--------------
Total Health Care Equipment & Services $ 111,553,830
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 21
Schedule of Investments | 11/30/14 (continued)
-----------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 8.4%
Biotechnology -- 2.9%
267,648 Alkermes Plc* $ 14,725,993
37,036 Cubist Pharmaceuticals, Inc.* 2,807,699
323,103 Neurocrine Biosciences, Inc.* 6,439,443
306,912 NPS Pharmaceuticals, Inc.* 10,183,340
--------------
$ 34,156,475
-----------------------------------------------------------------------------------
Pharmaceuticals -- 3.8%
99,923 Endo International Plc $ 7,311,366
92,874 Jazz Pharmaceuticals Plc* 16,447,057
74,535 Salix Pharmaceuticals, Ltd.* 7,653,999
68,049 Shire Plc (A.D.R.) 14,535,266
--------------
$ 45,947,688
-----------------------------------------------------------------------------------
Life Sciences Tools & Services -- 1.7%
346,194 Bruker Corp.* $ 6,640,001
219,560 Charles River Laboratories International, Inc.* 14,216,510
--------------
$ 20,856,511
--------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 100,960,674
-----------------------------------------------------------------------------------
BANKS -- 1.1%
Regional Banks -- 1.1%
223,998 BankUnited, Inc.* $ 6,764,740
55,266 Signature Bank* 6,702,108
--------------
$ 13,466,848
--------------
Total Banks $ 13,466,848
-----------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 4.6%
Specialized Finance -- 1.3%
355,246 The NASDAQ OMX Group, Inc. $ 15,954,098
-----------------------------------------------------------------------------------
Consumer Finance -- 1.2%
220,353 Discover Financial Services, Inc. $ 14,444,139
-----------------------------------------------------------------------------------
Asset Management & Custody Banks -- 1.6%
62,713 Affiliated Managers Group, Inc.* $ 12,767,740
203,141 The Blackstone Group LP 6,809,286
--------------
$ 19,577,026
-----------------------------------------------------------------------------------
Investment Banking & Brokerage -- 0.5%
171,974 Morgan Stanley Co. $ 6,050,045
--------------
Total Diversified Financials $ 56,025,308
-----------------------------------------------------------------------------------
REAL ESTATE -- 1.2%
Specialized REIT -- 1.2%
405,971 Weyerhaeuser Co. $ 14,334,836
--------------
Total Real Estate $ 14,334,836
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
-----------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 14.2%
Internet Software & Services -- 8.0%
277,448 Akamai Technologies, Inc.* $ 17,925,915
121,181 comScore, Inc.* 5,328,329
76,712 CoStar Group, Inc.* 13,060,985
146,062 Facebook, Inc.* 11,349,017
9,418 Google, Inc. (Class A)* 5,171,235
9,458 Google, Inc. (Class C) 5,124,628
439,597 HomeAway, Inc.* 13,785,762
44,161 LinkedIn Corp.* 9,992,309
186,626 Pandora Media, Inc.* 3,669,067
139,773 Twitter, Inc.* 5,834,125
89,002 Yelp, Inc.* 5,081,124
--------------
$ 96,322,496
-----------------------------------------------------------------------------------
IT Consulting & Other Services -- 0.5%
67,963 Gartner, Inc.* $ 5,809,477
-----------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 1.8%
20,243 Alliance Data Systems Corp.* $ 5,786,866
77,609 MasterCard, Inc. 6,774,490
79,057 WEX, Inc.* 8,939,766
--------------
$ 21,501,122
-----------------------------------------------------------------------------------
Application Software -- 3.6%
70,966 ANSYS, Inc.* $ 5,927,080
151,251 Autodesk, Inc.* 9,377,562
454,429 Cadence Design Systems, Inc.* 8,575,075
254,428 Qlik Technologies, Inc.* 7,844,015
113,331 salesforce.com inc* 6,785,127
94,154 SS&C Technologies Holdings, Inc.* 4,759,485
--------------
$ 43,268,344
-----------------------------------------------------------------------------------
Systems Software -- 0.3%
53,747 Tableau Software, Inc.* $ 4,508,298
--------------
Total Software & Services $ 171,409,737
-----------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 2.4%
Communications Equipment -- 1.4%
96,751 F5 Networks, Inc.* $ 12,499,262
35,483 Palo Alto Networks, Inc.* 4,364,409
--------------
$ 16,863,671
-----------------------------------------------------------------------------------
Technology Hardware, Storage & Peripherals -- 1.0%
48,165 SanDisk Corp. $ 4,983,151
65,870 Western Digital Corp. 6,802,395
--------------
$ 11,785,546
--------------
Total Technology Hardware & Equipment $ 28,649,217
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 23
Schedule of Investments | 11/30/14 (continued)
-----------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 3.0%
Semiconductors -- 3.0%
151,917 Avago Technologies, Ltd. $ 14,189,048
332,844 Skyworks Solutions, Inc.* 22,456,985
--------------
$ 36,646,033
--------------
Total Semiconductors & Semiconductor Equipment $ 36,646,033
-----------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 2.1%
Alternative Carriers -- 0.9%
208,083 Level 3 Communications, Inc.* $ 10,404,150
-----------------------------------------------------------------------------------
Wireless Telecommunication Services -- 1.2%
119,054 SBA Communications Corp.* $ 14,485,300
--------------
Total Telecommunication Services $ 24,889,450
-----------------------------------------------------------------------------------
UTILITIES -- 0.3%
Electric Utilities -- 0.1%
31,725 ITC Holdings Corp. $ 1,205,233
-----------------------------------------------------------------------------------
Gas Utilities -- 0.1%
8,213 National Fuel Gas Co. $ 568,915
-----------------------------------------------------------------------------------
Independent Power Producers & Energy Traders -- 0.1%
49,082 Dynegy, Inc.* $ 1,627,068
--------------
Total Utilities $ 3,401,216
-----------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $912,165,907) $1,196,142,493
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Principal
Amount ($)
-----------------------------------------------------------------------------------
CORPORATE BONDS -- 0.3%
ENERGY -- 0.3%
Integrated Oil & Gas -- 0.3%
3,716,000 American Energy -- Utica LLC, 3.5% (3.50% Cash,
0.00% PIK), 3/1/21 (144A) (PIK) $ 3,372,270
--------------
Total Energy $ 3,372,270
-----------------------------------------------------------------------------------
TOTAL CORPORATE BONDS
(Cost $3,831,158) $ 3,372,270
-----------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 99.5%
(Cost $915,997,065) (a) $1,199,514,763
-----------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 0.5% $ 5,804,473
-----------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $1,205,319,236
===================================================================================
* Non-income producing security.
(A.D.R.) American Depositary Receipts.
(PIK) Represents a pay-in-kind security.
REIT Real Estate Investment Trust.
The accompanying notes are an integral part of these financial statements.
24 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
(144A) Security is exempt from registration under Rule 144A of the
Securities Act of 1933. Such securities may be resold normally to
qualified institutional buyers in a transaction exempt from
registration. At November 30, 2014, the value of these securities
amounted to $3,372,270 or 0.3% of total net assets.
(a) At November 30, 2014, the net unrealized appreciation on investments
based on cost for federal income tax purposes of $919,856,466 was as
follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $ 295,346,629
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (15,688,332)
-------------
Net unrealized appreciation $ 279,658,297
=============
Purchases and sales of securities (excluding temporary cash investments) for the
year ended November 30, 2014 aggregated $1,240,230,421 and $1,352,751,675,
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.
The following is a summary of the inputs used as of November 30, 2014, in
valuing the Funds's investments:
-------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
-------------------------------------------------------------------------------------------
Common Stocks $1,196,142,493 $ -- $ -- $1,196,142,493
Corporate Bonds -- 3,372,270 -- 3,372,270
-------------------------------------------------------------------------------------------
Total $1,196,142,493 $ 3,372,270 $ -- $1,199,514,763
===========================================================================================
During the year ended November 30, 2014, there were no transfers between Levels
1, 2 and 3.
The following is a summary of the fair valuation of certain Fund's assets as of
November 30, 2014:
-------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
-------------------------------------------------------------------------------------------
Assets:
Foreign currencies $ - $7,028 $ - $7,028
-------------------------------------------------------------------------------------------
Total $ - $7,028 $ - $7,028
===========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 25
Statement of Assets and Liabilities | 11/30/14
ASSETS:
Investment in securities (cost $915,997,065) $ 1,199,514,763
Foreign currencies, at value (cost $7,102) 7,028
Receivables --
Investment securities sold 30,525,265
Fund shares sold 843,797
Dividend 653,809
Interest 32,695
Other 26,788
---------------------------------------------------------------------------------------------
Total assets $ 1,231,604,145
=============================================================================================
LIABILITIES:
Payables --
Investment securities purchased $ 10,339,382
Fund shares repurchased 1,793,032
Dividend 677
Due to custodian 13,637,175
Due to affiliates 374,325
Trustee fees 5,979
Accrued expenses 134,339
---------------------------------------------------------------------------------------------
Total liabilities $ 26,284,909
=============================================================================================
NET ASSETS:
Paid-in capital $ 921,402,243
Undistributed net investment income 346,827
Accumulated net realized gain on investments 52,542
Net unrealized appreciation on investments 283,517,698
Net unrealized depreciation on assets and liabilities denominated
in foreign currencies (74)
---------------------------------------------------------------------------------------------
Total net assets $ 1,205,319,236
=============================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $1,016,064,833/27,517,663 shares) $ 36.92
Class C (based on $71,942,140/2,440,982 shares) $ 29.47
Class R (based on $14,591,344/403,137 shares) $ 36.19
Class Y (based on $102,720,919/2,628,708 shares) $ 39.08
MAXIMUM OFFERING PRICE:
Class A ($36.92 (divided by) 94.25%) $ 39.17
=============================================================================================
The accompanying notes are an integral part of these financial statements.
26 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Statement of Operations
For the Year Ended 11/30/14
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $11,418) $ 7,029,192
Interest 114,515
----------------------------------------------------------------------------------------------------
Total investment income $ 7,143,707
====================================================================================================
EXPENSES:
Management fees $ 7,134,390
Transfer agent fees and expenses
Class A 893,687
Class B* 51,733
Class C 50,567
Class R 3,934
Class Y 9,596
Distribution fees
Class A 2,461,006
Class B* 73,376
Class C 686,596
Class R 55,659
Shareholder communication expense 939,054
Administrative reimbursements 370,328
Custodian fees 47,867
Registration fees 107,155
Professional fees 92,507
Printing expense 82,196
Fees and expenses of nonaffiliated Trustees 39,733
Miscellaneous 55,381
----------------------------------------------------------------------------------------------------
Total operating expenses $ 13,154,765
----------------------------------------------------------------------------------------------------
Interest expense $ 36, 579
----------------------------------------------------------------------------------------------------
Net operating expense and interest expense $ 13,191,344
----------------------------------------------------------------------------------------------------
Net investment loss $ (6,047,637)
----------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
WRITTEN OPTIONS, AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) on:
Investments $160,742,458
Written options 125,400
Other assets and liabilities denominated
in foreign currencies (38,286) $160,829,572
----------------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments $ (9,488,504)
Other assets and liabilities denominated in
foreign currencies 78 $ (9,488,426)
----------------------------------------------------------------------------------------------------
Net gain on investments $151,341,146
----------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $145,293,509
====================================================================================================
* Class B shares converted to Class A shares on November 10, 2014.
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 27
Statements of Changes in Net Assets
----------------------------------------------------------------------------------------------------
Year Ended Year Ended
11/30/14 11/30/13
----------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment loss $ (6,047,637) $ (4,288,699)
Net realized gain on investments, written options,
and foreign currency transactions 160,829,572 128,681,381
Change in net unrealized appreciation (depreciation)
on investments and foreign currency transactions (9,488,426) 110,946,189
----------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 145,293,509 $ 235,338,871
----------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net realized gain:
Class A ($5.62 and $5.17* per share, respectively) $ (135,168,410) $ (77,659,880)
Class B ($0.00 and $1.76 per share, respectively)++ -- (501,362)
Class C ($5.62 and $4.95* per share, respectively) (11,593,069) (4,990,691)
Class R ($5.62 and $1.76 per share, respectively) (1,952,969) (435,729)
Class Y ($5.62 and $5.20* per share, respectively) (13,812,737) (14,582,306)
----------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (162,527,185) $ (98,169,968)
----------------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 168,322,433 $ 61,915,865
Shares issued in reorganization -- 575,347,564
Reinvestment of distributions 150,996,556 89,555,900
Cost of shares repurchased (247,104,323) (164,155,418)
----------------------------------------------------------------------------------------------------
Net increase in net assets resulting from
Fund share transactions $ 72,214,666 $ 562,663,911
----------------------------------------------------------------------------------------------------
Net increase in net assets $ 54,980,990 $ 699,832,814
NET ASSETS:
Beginning of year 1,150,338,246 450,505,432
----------------------------------------------------------------------------------------------------
End of year $ 1,205,319,236 $1,150,338,246
----------------------------------------------------------------------------------------------------
Undistributed net investment income $ 346,827 $ 330,329
====================================================================================================
* Historical per share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratios used for the reorganization of the Fund
(formerly known as Pioneer Growth Opportunities Fund) with Pioneer Select
Mid Cap Growth Fund.
++ Class B shares converted to Class A shares on November 10, 2014.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Statements of Changes in Net Assets(1)
------------------------------------------------------------------------------------------------------
'14 Shares '14 Amount '13 Shares '13 Amount
------------------------------------------------------------------------------------------------------
Class A*
Shares sold 2,229,262 $ 89,479,683 869,576 $ 31,042,240
Shares issued
in reorganization -- -- 14,033,389 480,408,023
Reinvestment of distributions 3,530,633 130,351,122 2,121,622 74,791,090
Less shares repurchased (3,455,417) (138,129,816) (2,388,188) (84,583,556)
------------------------------------------------------------------------------------------------------
Net increase 2,304,478 $ 81,700,989 14,636,399 $501,657,797
======================================================================================================
Class B**
Shares sold 11,361 $ 362,679 10,174 $ 302,228
Shares issued
in reorganization -- -- 344,312 9,689,683
Reinvestment of distributions -- 17 16,318 493,621
Less shares repurchased (312,865) (10,241,488) (69,300) (2,072,494)
------------------------------------------------------------------------------------------------------
Net increase (decrease) (301,504) $ (9,878,792) 301,504 $ 8,413,038
======================================================================================================
Class C*
Shares sold 497,849 $ 16,124,952 302,146 $ 9,332,626
Shares issued
in reorganization -- -- 1,500,584 43,279,821
Reinvestment of distributions 270,220 7,963,412 126,461 3,770,515
Less shares repurchased (442,801) (14,648,244) (283,509) (8,546,394)
------------------------------------------------------------------------------------------------------
Net increase 325,268 $ 9,440,120 1,645,682 $ 47,836,568
======================================================================================================
Class R
Shares sold 219,092 $ 8,695,467 50,406 $ 1,834,987
Shares issued
in reorganization -- -- 254,059 8,602,193
Reinvestment of distributions 49,213 1,781,003 10,855 401,099
Less shares repurchased (128,202) (5,031,312) (52,286) (1,896,736)
------------------------------------------------------------------------------------------------------
Net increase 140,103 $ 5,445,158 263,034 $ 8,941,543
======================================================================================================
Class Y*
Shares sold 1,259,841 $ 53,659,652 521,105 $ 19,403,784
Shares issued
in reorganization -- -- 934,367 33,367,844
Reinvestment of distributions 279,012 10,901,002 283,655 10,099,575
Less shares repurchased (1,927,719) (79,053,463) (1,818,152) (67,056,238)
------------------------------------------------------------------------------------------------------
Net decrease (388,866) $ (14,492,809) (79,025) $ (4,185,035)
======================================================================================================
(1) As a result of the reorganization, financial reporting for Class B and Class
R commenced on June 7, 2013. See Notes to Financial Statements - Note 1.
* Historical per share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratios used for the reorganization of the Fund
(formerly known as Pioneer Growth Opportunities Fund) with Pioneer Select
Mid Cap Growth Fund.
** Class B shares converted to Class A shares on November 10, 2014.
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 29
Financial Highlights
----------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/14 11/30/13 (a) 11/30/12 (a) 11/30/11 (a) 11/30/10 (a)
----------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 37.55 $ 31.75 $ 29.64 $ 28.02 $ 23.17
----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment loss $ (0.17) $ (0.14) $ (0.18) $ (0.15) $ (0.13)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 5.16 11.11 2.29 1.77 4.98
----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 4.99 $ 10.97 $ 2.11 $ 1.62 $ 4.85
----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain $ (5.62) $ (5.17) $ -- $ -- $ --
----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.63) $ 5.80 $ 2.11 $ 1.62 $ 4.85
----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 36.92 $ 37.55 $ 31.75 $ 29.64 $ 28.02
==================================================================================================================================
Total return* 13.30% 36.96% 7.11%(c) 5.79%(d) 20.92%
Ratio of net expenses plus interest expense to average net
assets(b) 1.09% 1.12% 1.16% 1.15% 1.21%
Ratio of net investment loss to average net assets (0.48)% (0.56)% (0.54)% (0.44)% (0.61)%
Portfolio turnover rate 105% 100% 86% 81% 88%
Net assets, end of period (in thousands) $1,016,065 $946,725 $335,702 $362,504 $387,037
==================================================================================================================================
* 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.
(a) The Fund acquired the assets and liabilities of Pioneer Select Mid Cap
Growth 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. See Notes to Financial Statements
-- Note 1.
(b) Includes interest expense of 0.00%, 0.00%, 0,00%, 0.00% and 0.00%,
respectively.
(c) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2012, the total return would have been
7.02%.
(d) If the Fund had not recognized gains in settlement of class
action lawsuits during the year ended November 30, 2011, the total return
would have been 5.61%.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
------------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/14 11/30/13 (a) 11/30/12 (a) 11/30/11 (a) 11/30/10 (a)
------------------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 31.23 $ 27.15 $ 25.60 $ 24.43 $ 20.40
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment loss $ (0.34) $ (0.24) $ (0.44) $ (0.38) $ (0.31)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 4.20 9.27 1.99 1.55 4.34
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.86 $ 9.03 $ 1.55 $ 1.17 $ 4.03
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain $ (5.62) $ (4.95) $ -- $ -- $ --
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (1.76) $ 4.08 $ 1.55 $ 1.17 $ 4.03
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 29.47 $ 31.23 $ 27.15 $ 25.60 $ 24.43
====================================================================================================================================
Total return* 12.37% 35.76% 6.05%(c) 4.80%(d) 19.79%
Ratio of net expenses plus interest expense to average net
assets(b) 1.91% 1.97% 2.16% 2.07% 2.14%
Ratio of net investment loss to average net assets (1.30)% (1.43)% (1.54)% (1.37)% (1.54)%
Portfolio turnover rate 105% 100% 86% 81% 88%
Net assets, end of period (in thousands) $71,942 $66,069 $ 12,761 $ 13,090 $ 13,565
====================================================================================================================================
* 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.
(a) The Fund acquired the assets and liabilities of Pioneer Select Mid Cap
Growth 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. See Notes to Financial Statements
-- Note 1.
(b) Includes interest expense of 0.00%, 0.00%, 0,00%, 0.00% and 0.00%,
respectively.
(c) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2012, the total return would have been
5.97%.
(d) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2011, the total return would have been
4.67%.
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 31
Financial Highlights (continued)
-----------------------------------------------------------------------------------------------------------------
Year
Ended 6/7/13 (a)
11/30/14 to 11/30/13
-----------------------------------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 37.05 $ 33.86
-----------------------------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment loss $ (0.23) $ (0.17)
Net realized and unrealized gain on investments 4.99 5.12
-----------------------------------------------------------------------------------------------------------------
Net increase in net assets from investment operations $ 4.76 $ 4.95
-----------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain $ (5.62) $ (1.76)
-----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.86) $ 3.19
-----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 36.19 $ 37.05
=================================================================================================================
Total return* 12.85% 14.62%**
Ratio of net expenses plus interest expense to average
net assets(b) 1.49% 1.52%***
Ratio of net investment loss to average net assets (0.87)% (1.00)%***
Portfolio turnover rate 105% 100%
Net assets, end of period (in thousands) $14,591 $ 9,746
=================================================================================================================
(a) Financial reporting for Class R shares commenced on June 7, 2013. See Notes
to Financial Statements -- Note 1.
(b) Includes interest expense of 0.00% and 0.00%, respectively.
* Assumes initial investment at net asset value at the beginning of the
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of the period and no sales charges.
Total return would be reduced if sales charges were taken into account.
** Not annualized.
*** Annualized.
The accompanying notes are an integral part of these financial statements.
32 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
------------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/14 11/30/13 (a) 11/30/12 (a) 11/30/11 (a) 11/30/10 (a)
------------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 39.32 $ 32.95 $ 30.63 $ 28.84 $ 23.75
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment loss $ (0.03) $ (0.06) $ (0.04) $ (0.00)(b) $ (0.04)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 5.41 11.63 2.36 1.79 5.13
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 5.38 $ 11.57 $ 2.32 $ 1.79 $ 5.09
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain $ (5.62) $ (5.20) $ -- $ -- $ --
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.24) $ 6.37 $ 2.32 $ 1.79 $ 5.09
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 39.08 $ 39.32 $ 32.95 $ 30.63 $ 28.84
====================================================================================================================================
Total return* 13.69% 37.40% 7.60%(d) 6.20%(e) 21.45%
Ratio of net expenses plus interest expense to average
net assets(c) 0.76% 0.76% 0.73% 0.71% 0.74%
Ratio of net investment loss to average net assets (0.16)% (0.18)% (0.11)% (0.00)%(f) (0.14)%
Portfolio turnover rate 105% 100% 86% 81% 88%
Net assets, end of period (in thousands) $102,721 $118,651 $ 102,042 $ 83,460 $ 107,870
====================================================================================================================================
* 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.
(a) The Fund acquired the assets and liabilities of Pioneer Select Mid Cap
Growth 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. See Notes to Financial Statements
-- Note 1.
(b) Rounds to less than $0.01 or $(0.01) per share.
(c) Includes interest expense of 0.00%, 0.00%, 0,00%, 0.00% and 0.00%,
respectively.
(d) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2012, the total return would have been
7.52%.
(e) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2011, the total return would have been
6.08%.
(f) Rounds to less than 0.01%.
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 33
Notes to Financial Statements | 11/30/14
1. Organization and Significant Accounting Policies
Pioneer Select Mid Cap Growth Fund (the Fund) is one of two portfolios
comprising Pioneer Series Trust II (the Trust), a Delaware statutory trust. The
Fund is registered under the Investment Company Act of 1940 as a diversified,
open-end management investment company. The Fund acquired the assets and
liabilities of Pioneer Select Mid Cap Growth Fund (the "predecessor fund"), a
series of Pioneer Series Trust I on June 7, 2013. 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. 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 the predecessor
fund. Prior to the reorganization, the Fund was named Pioneer Growth
Opportunities Fund. The investment objective of the Fund is long-term capital
growth.
During the periods covered by this report, the Fund offered five classes of
shares designated as Class A, Class B, Class C, Class R and Class Y shares. The
predecessor fund did not offer Class B shares or Class R shares. Accordingly,
financial reporting for Class B shares and Class R shares commenced on June 7,
2013, and no financial information has been presented for Class B shares or
Class R shares for prior periods. The Fund ceased to offer Class B shares on
November 10, 2014. Class B shares were converted to Class A shares as of the
close of business on November 10, 2014. 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.
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
34 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gains and losses on investments during the
reporting period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Fund in 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. 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
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 35
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.
At November 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).
B. Investment Income and Transactions
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have passed
are recorded as soon as the Fund becomes aware of the ex-dividend data in
the exercise of reasonable diligence.
Interest income is recorded on the accrual basis. Dividend and interest
income are reported net of unrecoverable foreign taxes withheld at the
applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no provision for federal income taxes is required.
As of November 30, 2014, 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 are subject to examination by
Federal and State tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences. At
November 30, 2014, the Fund reclassified $62,698 to decrease paid in
capital, $6,064,135 to increase undistributed net investment income and
$6,001,437 to decrease accumulated net realized gain on investments and
foreign currency transactions to reflect permanent book/tax differences.
These adjustments have no impact on net assets or the results of operations.
36 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
The tax character of distributions paid during the years ended November 30,
2014 and November 30, 2013 were as follows:
----------------------------------------------------------------------------
2014 2013
----------------------------------------------------------------------------
Distributions paid from:
Ordinary Income $ 3,202,734 $ 4,565,456
Long-term capital gain 159,324,451 93,604,512
----------------------------------------------------------------------------
Total $162,527,185 $98,169,968
============================================================================
The following shows the components of distributable earnings on a federal
income tax basis at November 30, 2014:
----------------------------------------------------------------------------
2014
----------------------------------------------------------------------------
Distributable earnings:
Late Year Post October Loss Deferral $ (3,607,647)
Undistributed long-term gain 7,866,417
Net unrealized appreciation 279,658,223
----------------------------------------------------------------------------
Total $283,916,993
============================================================================
The difference between book-basis and tax-basis net unrealized appreciation
is attributable to the tax deferral of losses on wash sales and the tax
basis adjustments on partnerships and other holdings.
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit),
earned $66,418 in underwriting commissions on the sale of Class A shares
during the year ended November 30, 2014.
E. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class C and Class R shares of the Fund,
respectively (see Note 4). Class Y shares do not pay distribution fees. All
expenses and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services are allocated among the
classes of shares based on the number of accounts in each class and the
ratable allocation of related out-of-pocket expenses (see Note 3).
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 37
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 C, Class R and Class Y shares
can reflect different transfer agent and distribution expense rates.
F. Risks
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Fund more
susceptible to any economic, political or regulatory developments or other
risks affecting these industries or sectors. The Fund's prospectus contains
unaudited information regarding the Fund's principal risks. Please refer to
that document when considering the Fund's principal risks.
G. Option Writing
The Fund may write put and covered call options to seek to increase total
return. When an option is written, the Fund receives a premium and becomes
obligated to purchase or sell the underlying security at a fixed price, upon
the exercise of the option. When the Fund writes an option, an amount equal
to the premium received by the Fund is recorded as a liability and is
subsequently adjusted to the current value of the option written. Premiums
received from writing options that expire unexercised are treated by the
Fund on the expiration date as realized gains from investments. The
difference between the premium and the amount paid on effecting a closing
purchase transaction, including brokerage commissions, is also treated as a
realized gain, or, if the premium is less than the amount paid for the
closing purchase transaction, as a realized loss. If a call option is
exercised, the premium is added to the proceeds from the sale of the
underlying security in determining whether the Fund has realized a gain or
loss. The Fund as writer of an option bears the market risk of an
unfavorable change in the price of the security underlying the written
option.
The average value of contracts open during the year ended November
30, 2014 was $8,214. Written put option contracts outstanding at year end
are listed at the end of the Fund's schedule of investments. There were no
written options outstanding at November 30, 2014.
Transactions in written options for the year ended November 30, 2014 are
summarized as follows:
-------------------------------------------------------------------------------------
Number of Contracts Premium Received
-------------------------------------------------------------------------------------
Options open at beginning of period -- $ --
Options opened (787) (125,400)
Options exercised -- --
Options closed -- --
Options expired 787 125,400
-------------------------------------------------------------------------------------
Options open at end of period -- $ --
=====================================================================================
38 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. Management fees are calculated daily at an annual rate equal to
0.625% of the Fund's average daily net assets up to $500 million, 0.60% of the
next $500 million and 0.575% on assets over $1 billion. Prior to June 7, 2013,
the Fund paid an annual fee equal to 0.65% of the Fund's average daily net
assets. Prior to June 7, 2013, the predecessor fund paid a management fee at an
annual rate equal to 0.625% of the predecessor fund's average daily net assets
up to $500 million, 0.60% of the next $500 million and 0.575% on assets over $1
billion. For the year ended November 30, 2014, the effective management fee was
equivalent to 0.61% of the Fund's average daily net assets.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$101,362 in management fees, administrative costs and certain other
reimbursements payable to PIM at November 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. For
the year ended November 30, 2014, such out-of-pocket expenses by class of shares
were as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $697,109
Class B 24,003
Class C 107,116
Class R 30,867
Class Y 79,959
--------------------------------------------------------------------------------
Total $939,054
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $226,191 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at November 30, 2014.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 39
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 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 C shares. The fee for 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 C shares. Pursuant to the Plan, the Fund further pays PFD
0.50% of the average daily net assets attributable to Class R shares for
distribution services. Included in "Due to affiliates" reflected on the
Statement of Assets and Liabilities is $46,772 in distribution fees payable to
PFD at November 30, 2014.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay securities dealers, plan
administrators or other service organizations that agree to provide certain
services to retirement plans or plan participants holding shares of the Fund a
service fee of up to 0.25% of the Fund's average daily net assets attributable
to Class R shares held by such plans.
In addition, redemptions of each class of shares (except Class R and Class Y
shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of
1.00% may be imposed on redemptions of certain net asset value purchases of
Class A shares within 12 months of purchase. Redemptions of Class C shares
within one year of purchase are subject to a CDSC of 1.00%, based on the lower
of cost or market value of shares being redeemed. Shares purchased as part of an
exchange remain subject to any CDSC that applied to the original purchase of
those shares. There is no CDSC for Class R or Class Y shares. Proceeds from the
CDSCs are paid to PFD. For the year ended November 30, 2014, CDSCs in the amount
of $15,582 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the year ended November 30, 2014, the Fund's expenses
were not reduced under such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a committed, unsecured revolving line of credit
facility. Borrowings are used solely for temporary or emergency purposes. The
Fund
40 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
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 Euro dollar rate on the borrowing date. The Funds pay an
annual commitment fee to participate in a credit facility. The commitment fee is
allocated among participating Funds based on an allocation schedule set forth in
the credit agreement. For the year ended November 30, 2014, the Fund had no
outstanding borrowings.
7. Reorganization Information
On June 7, 2013 ("Closing Date"), 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 C and Class Y shares of the predecessor fund received Class A,
Class C and Class Y shares of the Fund, respectively, in the reorganization. The
predecessor fund did not offer Class B shares* or Class R shares. Financial
reporting for Class B shares and Class R shares commenced on June 7, 2013. The
investment portfolio of the predecessor fund, with an aggregate value of
$552,334,360 and an identified cost of $442,091,974 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
Growth Opportunities Fund.
* Class B shares of the Fund converted to Class A shares on November 10, 2014.
See Note 9.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 41
The following charts show the details of the reorganization as of the
Closing Date:
--------------------------------------------------------------------------------------------------
Pioneer Growth Pioneer Select Pioneer Select Mid
Opportunities Fund Mid Cap Growth Fund Cap Growth Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
--------------------------------------------------------------------------------------------------
Net Assets
Class A $480,408,023 $375,031,477 $ 855,439,500
Class B 9,689,683 -- 9,689,683
Class C 43,279,821 14,188,415 57,468,236
Class R 8,602,193 -- 8,602,193
Class Y 33,367,844 92,797,966 126,165,810
Total Net Assets $575,347,564 $482,017,858 $1,057,365,422
Shares Outstanding
Class A 14,033,389 10,956,195* 24,989,584
Class B 344,312 -- 344,312
Class C 1,500,584 491,969* 1,992,553
Class R 254,059 -- 254,059
Class Y 934,367 2,598,660* 3,533,027
--------------------------------------------------------------------------------------------------
Pre-conversion Post-conversion
Shares Conversion Ratio* Shares
--------------------------------------------------------------------------------------------------
Class A 18,313,828 0.5928 10,956,195
Class C 769,464 0.6394 491,969
Class Y 4,382,522 0.5930 2,598,660
* 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 In
Exchange Ratio Reorganization**
--------------------------------------------------------------------------------------------------
Class A 1.000 14,033,389
Class B 1.000 344,312
Class C 1.000 1,500,584
Class R 1.000 254,059
Class Y 1.000 934,367
** Reflects shares issued by the predecessor fund, the accounting survivor
as shown on the Statement of Changes. Unrealized Accumulated
--------------------------------------------------------------------------------------------------
Unrealized Accumulated
Appreciation Gain (Loss)
on Closing Date on Closing Date
--------------------------------------------------------------------------------------------------
Predecessor Fund $117,287,618 $ 47,932,022
Fund 110,242,386 (30,439,766)
Assuming the Reorganization had been completed on December 1, 2012, the pro
forma results of operations for the fiscal year ended November 30, 2013, were as
follows:
Net Investment income (loss) $ (6,405,202)
Net realized and unrealized gains 345,088,972
--------------------------------------------------------------------------------------------------
Change in net assets resulting from operations $338,683,770
==================================================================================================
42 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
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.
8. Additional Disclosures about Derivative Instruments and Hedging Activities
The effect of derivative instruments on the Statement of Operations for the year
ended November 30, 2014 was as follows:
-----------------------------------------------------------------------------------------
Derivatives Not Realized Change in
Accounted for as Gain or Unrealized
Hedging Instruments (Loss) on Gain or (Loss)
Under Accounting Location of Gain or (Loss) Derivatives on Derivatives
Standards Codification on Derivatives Recognized Recognized Recognized
(ASC) 815 in Income in Income in Income
-----------------------------------------------------------------------------------------
Written options Net realized gain (loss) on
written options $ 125,400
Written options Change in net unrealized
appreciation (depreciation) on
written options $ --
9. 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
November 30, 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 November 30, 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 ending November 30, 2013 and November 30, 2012, 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.
10. 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 Fund were converted to Class A shares.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 43
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust II and Shareowners of Pioneer
Select Mid Cap Growth Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Select Mid Cap Growth Fund (the "Fund")
(one of two portfolios comprising Pioneer Series Trust II (the Trust)), as of
November 30, 2014, and the related statements of operations and changes in net
assets, and the financial highlights for year then ended. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit. The statement of changes
in net assets of the Fund for the year ended November 30, 2013, and the
financial highlights for the years ended November 30, 2013, 2012, 2011, and 2010
were audited by other auditors. Those auditors expressed an unqualified opinion
on those financial statements and financial highlights in their report dated
January 24, 2014.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. The Fund
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of November 30, 2014, by correspondence with the
custodian and brokers; where replies were not received from brokers, we
performed other auditing procedures. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Select Mid Cap Growth Fund as of November 30, 2014, and the results of
its operations, the changes in its net assets, and the financial highlights for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
January 26, 2015
44 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Select Mid Cap Growth Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether to
renew the investment advisory agreement for the Fund.
The contract review process began in January 2014 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the process.
Contract review materials were provided to the Trustees in March 2014 and July
2014. Supplemental contract review materials were provided to the Trustees in
September 2014. In addition, the Trustees reviewed and discussed the Fund's
performance at regularly scheduled meetings throughout the year, and took into
account other information related to the Fund provided to the Trustees at
regularly scheduled meetings, in connection with the review of the Fund's
investment advisory agreement.
In March 2014, the Trustees, among other things, discussed the memorandum
provided by Fund counsel that summarized the legal standards and other
considerations that are relevant to the Trustees in their deliberations
regarding the renewal of the investment advisory agreement, and reviewed and
discussed the qualifications of the investment management teams, as well as the
level of investment by the Fund's portfolio managers in the Fund. In July 2014,
the Trustees, among other things, reviewed the Fund's management fee and total
expense ratios, the financial statements of PIM and its parent companies, the
profitability analyses provided by PIM, and possible economies of scale. The
Trustees also reviewed the profitability of the institutional business of PIM
and PIM's affiliate, Pioneer Institutional Asset Management, Inc. (together with
PIM, "Pioneer"), as compared to that of PIM's fund management business, and
considered the differences between the fees and expenses of the Fund and the
fees and expenses of Pioneer's institutional accounts, as well as the different
services provided by PIM to the Fund and by Pioneer to the institutional
accounts. The Trustees further considered contract review materials in September
2014.
At a meeting held on September 16, 2014, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. In all quintile rankings referred to throughout this
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 45
disclosure, first quintile is most favorable to the Fund's shareowners. The
Trustees did not identify any single factor as the controlling factor in
determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Fund and its research process. The Trustees considered the resources of PIM and
the personnel of PIM who provide investment management services to the Fund.
They also reviewed the amount of non-Fund assets managed by the portfolio
managers of the Fund. The Trustees considered the non-investment resources and
personnel of PIM involved in PIM's services to the Fund, including PIM's
compliance and legal resources and personnel. The Trustees noted the substantial
attention and high priority given by PIM's senior management to the Pioneer fund
complex.
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including Fund
officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Fund were
satisfactory and consistent with the terms of the investment advisory agreement.
Performance of the Fund
In considering the Fund's performance, the Trustees regularly review and discuss
analysis and data prepared by PIM and information comparing the Fund's
performance with the performance of its peer group of funds as classified by
each of Morningstar, Inc. (Morningstar) and Lipper, and with the performance of
the Fund's benchmark index. They also discuss the Fund's performance with PIM on
a regular basis. The Trustees confirmed that these regular reviews and
discussions were factored into the Trustees' deliberations concerning the
renewal of the advisory agreement. For purposes of their contract renewal
deliberations, the Trustees considered the discussions held throughout the year
regarding the Fund's performance and the performance results of the Fund over
various time periods, including the Fund's
46 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
performance results for periods ended June 30, 2014. The Trustees indicated
that the Fund's performance was satisfactory and supported the renewal of the
investment advisory agreement.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund in
comparison to the management fees and expense ratios of its peer group of funds
as classified by Morningstar and also to the expense ratios of a peer group of
funds selected on the basis of criteria determined by the Independent Trustees
for this purpose using data provided by Strategic Insight Mutual Fund Research
and Consulting, LLC (Strategic Insight), an independent third party.
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2014 was in the first quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period. The
Trustees also considered the breakpoints in the management fee schedule and the
reduced fee rates above certain asset levels. The Trustees considered that the
expense ratio of the Fund's Class A shares for the twelve months ended June 30,
2014 was in the second quintile relative to its Morningstar peer group and in
the first quintile relative its Strategic Insight peer group, in each case for
the comparable period. The Trustees considered the impact of transfer agency,
sub-transfer agency, and other non-management fee expenses on the expense ratios
of the Fund. The Trustees noted that they separately review the Fund's transfer
agency, sub-transfer agency and intermediary arrangements.
The Trustees reviewed management fees charged by Pioneer to institutional and
other clients, including publicly offered European funds sponsored by affiliates
of Pioneer, unaffiliated U.S. registered investment companies (in a sub-advisory
capacity), and unaffiliated foreign and domestic separate accounts. The Trustees
also considered PIM's costs in providing services to the Fund and Pioneer's
costs in providing services to the other clients and considered the differences
in management fees and profit margins for Fund and non-Fund services. In
evaluating the fees associated with Pioneer's client accounts, the Trustees took
into account the respective demands, resources and complexity associated with
the Fund and client accounts. The Trustees noted that, in some instances, the
fee rates for those clients were lower than the management fee for the Fund and
considered that, under the investment advisory agreement with the Fund, PIM
performs additional services for the Fund that it does not provide to those
other clients or services that are broader in scope, including oversight of the
Fund's other service providers and activities related to compliance and the
extensive regulatory and tax regimes to
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 47
which the Fund is subject. The Trustees also considered the different
entrepreneurial risks associated with PIM's management of the Fund and
Pioneer's management of the other client accounts.
The Trustees concluded that the management fee payable by the Fund to PIM was
reasonable in relation to the nature and quality of the services provided by PIM
to the Fund.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Fund in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
concluded that PIM's profitability with respect to the management of the Fund
was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
noted the breakpoints in the management fee schedule. The Trustees recognize
that economies of scale are difficult to identify and quantify, and that, among
other factors that may be relevant, are the following: fee levels, expense
subsidization, investment by PIM in research and analytical capabilities and
PIM's commitment and resource allocation to the Fund. The Trustees noted that
profitability also may be an indicator of the availability of any economies of
scale, although profitability may vary for other reasons including reductions in
expenses. The Trustees concluded that economies of scale, if any, were being
appropriately shared with the Funds.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Fund. The Trustees considered the character and amount of fees paid by the Fund,
other than under the investment advisory agreement, for services provided by PIM
and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. Pioneer is the
principal U.S. asset management business of Pioneer Global
48 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Asset Management, the worldwide asset management business of UniCredit Group,
which manages over $150 billion in assets (including the Funds). Pioneer and the
Funds receive reciprocal intangible benefits from the relationship, including
mutual brand recognition and, for the Funds, direct and indirect access to the
resources of a large global asset manager. The Trustees concluded that any such
benefits received by Pioneer as a result of its relationship with the Funds were
reasonable and their consideration of the advisory agreement between the Fund
and PIM and the fees thereunder were unaffected by Pioneer's possible receipt of
any such intangible benefits.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 49
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at us.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Fund's Trustees and officers are listed below, together with their principal
occupations during at least the past five years. Trustees who are interested
persons of the Fund within the meaning of the 1940 Act are referred to as
Interested Trustees. Trustees who are not interested persons of the Fund are
referred to as Independent Trustees. Each of the Trustees serves as a Trustee of
each of the 53 U.S. registered investment portfolios for which Pioneer serves as
investment adviser (the "Pioneer Funds"). The address for all Trustees and all
officers of the Fund is 60 State Street, Boston, Massachusetts 02109.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
50 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Independent Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (64) Trustee since 2006. Private investor (2004-2008 and Director, Broadridge Financial
Chairman of the Board Serves until a 2013-present); Chairman (2008 - 2013) and Solutions, Inc. (investor
and Trustee successor trustee is Chief Executive Officer (2008 - 2012), communications and securities
elected or earlier Quadriserv, Inc. (technology products for processing provider for financial
retirement or removal. securities lending industry); and Senior services industry) (2009 -
Executive Vice President, The Bank of New present); Director, Quadriserv,
York (financial and securities services) Inc. (2005 - 2013); and
(1986 - 2004) Commissioner, New Jersey State
Civil Service Commission (2011 -
present)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (70) Trustee since 2005. Managing Partner, Federal City Capital Director of Enterprise Community
Trustee Serves until a Advisors (corporate advisory services Investment, Inc. (privately-held
successor trustee is company) (1997 - 2004 and 2008 - present); affordable housing finance
elected or earlier Interim Chief Executive Officer, Oxford company) (1985 - 2010); Director
retirement or removal. Analytica, Inc. (privately-held research and of Oxford Analytica, Inc. (2008 -
consulting company) (2010); Executive Vice present); Director of The Swiss
President and Chief Financial Officer, Helvetia Fund, Inc. (closed-end
I-trax, Inc. (publicly traded health care fund) (2010 - present); and
services company) (2004 - 2007); and Director of New York Mortgage
Executive Vice President and Chief Financial Trust (publicly traded mortgage
Officer, Pedestal Inc. (internet-based REIT) (2004 - 2009, 2012 -
mortgage trading company) (2000 - 2002) present)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (70) Trustee since 2008. William Joseph Maier Professor of Political Trustee, Mellon Institutional
Trustee Serves until a Economy, Harvard University (1972 - present) Funds Investment Trust and Mellon
successor trustee is Institutional Funds Master
elected or earlier Portfolio (oversaw 17 portfolios
retirement or removal. in fund complex) (1989-2008)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 51
Independent Trustees (continued)
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (67) Trustee since 2004. Founding Director, Vice President and None
Trustee Serves until a successor Corporate Secretary, The Winthrop Group,
trustee is elected or Inc. (consulting firm) (1982 - present);
earlier retirement or Desautels Faculty of Management, McGill
removal. University (1999 - present); and Manager of
Research Operations and Organizational
Learning, Xerox PARC, Xerox's advance
research center (1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (66) Trustee since 2004. President and Chief Executive Officer, Director of New America High
Trustee Serves until a successor Newbury, Piret & Company, Inc. (investment Income Fund, Inc. (closed-end
trustee is elected or banking firm) (1981 - present) investment company) (2004 -
earlier retirement or present); and member, Board of
removal. Governors, Investment Company
Institute (2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------------
Trustee since 2014. Consultant (investment company services) None
Fred J. Ricciardi (67)** Serves until a successor (2012 - present); Executive Vice President,
Trustee trustee is elected or BNY Mellon (financial and investment company
earlier retirement or services) (1969 - 2012); Director, BNY
removal. International Financing Corp. (financial
services) (2002 - 2012); and Director,
Mellon Overseas Investment Corp. (financial
services) (2009 - 2012)
------------------------------------------------------------------------------------------------------------------------------------
52 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Interested Trustee
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Kenneth J. Taubes (56)* Trustee since 2014. Director and Executive Vice President None
Trustee Serves until a (since 2008) and Chief Investment Officer,
successor trustee is U.S. (since 2010), of PIM-USA; Executive
elected or earlier Vice President of Pioneer (since 2008);
retirement or removal. Executive Vice President of Pioneer
Institutional Asset Management, Inc. (since
2009); Portfolio Manager of Pioneer (since
1999)
------------------------------------------------------------------------------------------------------------------------------------
* Mr. Taubes is an Interested Trustee because he is an officer or director of
the Fund's investment adviser and certain of its affiliates.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 53
Advisory Trustee
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Lorraine H. Monchak (58)** Advisory Trustee since Chief Investment Officer, 1199 SEIU Funds None
2014. (health care workers union pension Funds)
(2001 - present); Vice President -
International Investments Group, American
International Group, Inc. (insurance
company) (1993 - 2001); Vice President,
Corporate Finance and Treasury Group,
Citibank, N.A. (1980 - 1986 and 1990 -
1993); Vice President - Asset/Liability
Management Group, Federal Farm Funding
Corp. (government-sponsored Issuer of
debt securities) (1988 - 1990); Mortgage
Strategies Group, Shearson Lehman Hutton,
Inc. (investment bank) (1987 - 1988); and
Mortgage Securities Group, Drexel Burnham
Lambert, Ltd. (investment bank) (1986 -
1987)
------------------------------------------------------------------------------------------------------------------------------------
** Mr. Ricciardi became a Trustee and Ms. Monchak became a non-voting Advisory
Trustee on November 11, 2014.
54 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
Fund Officers
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Lisa M. Jones (52) Since 2014. Serves at Chair, Director, CEO and President of None
President and the discretion of the Pioneer Investment Management USA (since
Chief Executive Officer Board. September 2014); Chair, Director, CEO and
President of Pioneer Investment Management,
Inc. (since September 2014); Chair,
Director, CEO and President of Pioneer Funds
Distributor, Inc. (since September 2014);
Chair, Director, CEO and President of
Pioneer Institutional Asset Management, Inc.
(since September 2014); and Chair, Director,
and CEO of Pioneer Investment Management
Shareholder Services, Inc. (since September
2014); Managing Director, Morgan Stanley
Investment Management (2010 - 2013); and
Director of Institutional Business, CEO of
International, Eaton Vance Management (2005
- 2010)
------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (49) Since 2004. Serves at Vice President and Associate General Counsel None
Secretary and Chief the discretion of the of Pioneer since January 2008; Secretary and
Legal Officer Board. Chief Legal Officer of all of the Pioneer
Funds since June 2010; Assistant Secretary
of all of the Pioneer Funds from September
2003 to May 2010; and Vice President and
Senior Counsel of Pioneer from July 2002 to
December 2007
------------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (53) Since 2010. Serves at Fund Governance Director of Pioneer since None
Assistant Secretary the discretion of the December 2006 and Assistant Secretary of all
Board. the Pioneer Funds since June 2010; Manager -
Fund Governance of Pioneer from December
2003 to November 2006; and Senior Paralegal
of Pioneer from January 2000 to November
2003
------------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (52) Since 2010. Serves at Senior Counsel of Pioneer since May 2013 and None
Assistant Secretary the discretion of the Assistant Secretary of all the Pioneer Funds
Board. since June 2010; Counsel of Pioneer from
June 2007 to May 2013
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (55) Since 2008. Serves at Vice President - Fund Treasury of Pioneer; None
Treasurer and Chief Financial the discretion of the Treasurer of all of the Pioneer Funds since
and Accounting Officer Board. March 2008; Deputy Treasurer of Pioneer from
of the Fund March 2004 to February 2008; and Assistant
Treasurer of all of the Pioneer Funds from
March 2004 to February 2008
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (49) Since 2004. Serves at Director - Fund Treasury of Pioneer; and None
Assistant Treasurer the discretion of the Assistant Treasurer of all of the Pioneer
Board. Funds
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 55
Fund Officers (continued)
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (56) Since 2004. Serves at Fund Accounting Manager - Fund Treasury of None
Assistant Treasurer the discretion of the Pioneer; and Assistant Treasurer of all of
Board. the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (35) Since 2009. Serves at Fund Administration Manager - Fund Treasury None
Assistant Treasurer the discretion of the of Pioneer since November 2008; Assistant
Board. Treasurer of all of the Pioneer Funds since
January 2009; and Client Service Manager -
Institutional Investor Services at State
Street Bank from March 2003 to March 2007
------------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (62) Since 2010. Serves at Chief Compliance Officer of Pioneer and of None
Chief Compliance Officer the discretion of the all the Pioneer Funds since March 2010;
Board. Director of Adviser and Portfolio Compliance
at Pioneer since October 2005; and Senior
Compliance Officer for Columbia Management
Advisers, Inc. from October 2003 to October
2005
------------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (43) Since 2006. Serves at Director - Transfer Agency Compliance of None
Anti-Money Laundering Officer the discretion of the Pioneer and Anti-Money Laundering Officer of
Board. all the Pioneer funds since 2006
------------------------------------------------------------------------------------------------------------------------------------
56 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
This page for your notes.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 57
This page for your notes.
58 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
This page for your notes.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14 59
This page for your notes.
60 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/14
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) 2015 Pioneer Investments 23474-05-0115
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.
Audit Fees
The audit services provided to the Fund were totaled
approximately $23,818 payable to Deloitte & Touche
LLP for the year ended November 30, 2014 and $32,209
were paid to the former auditor, Ernst & Young LLP
for the year ended November 30, 2013.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees and Other Fees
There were no audit related fees and other fees for
the Fund payable to Deloitte & Touche LLP for
the year ended November 30, 2014 and no audit related
fees and other fees were paid to the former auditor,
Ernst & Young LLP for the year ended November 30, 2013.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
Tax Fees
Fees for tax compliance services, primarily for tax
returns, totaled approximately $7,100 payable to
Deloitte & Touche LLP for the year ended November 30,
2014 and $8,131 were paid to the former auditor,
Ernst & Young LLP for the year ended November 30, 2013.
(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.
Audit-Related Fees and Other Fees
There were no audit related fees and other fees for
the Fund payable to Deloitte & Touche LLP for
the year ended November 30, 2014 and no audit related
fees and other fees were paid to the former auditor,
Ernst & Young LLP for the year ended November 30, 2013.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into
on or after May 6, 2003, the effective date of the new
SEC pre-approval rules, the Fund's audit committee is
required to pre-approve services to affiliates defined by
SEC rules to the extent that the services are determined
to have a direct impact on the operations or financial
reporting of the Fund. For the years ended November 30, 2014
and 2013, there were no services provided to an affiliate
that required the Fund's audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal 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.
N/A
(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.
The aggregate non-audit fees for the Fund were $7,100
payable to Deloitte & Touche LLP for the year ended
November 30, 2014 and $8,131 were paid to the former
auditor, Ernst & Young LLP for the year ended November 30,
2013.
(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 Fundees 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 II
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date January 29, 2015
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/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date January 29, 2015
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date January 29, 2015
* Print the name and title of each signing officer under his or her signature.