UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-01835
Pioneer Series Trust XI
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: December 31
Date of reporting period: January 1, 2016 through December 31, 2016
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
Pioneer Core
Equity Fund
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Annual Report | December 31, 2016
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Ticker Symbols:
Class A PIOTX
Class C PCOTX
Class Y PVFYX
[LOGO] PIONEER
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visit us: us.pioneerinvestments.com
Table of Contents
President's Letter 2
Portfolio Management Discussion 4
Portfolio Summary 10
Prices and Distributions 11
Performance Update 12
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 22
Notes to Financial Statements 29
Report of Independent Registered Public Accounting Firm 37
Approval of Investment Advisory Agreement 39
Trustees, Officers and Service Providers 44
Pioneer Core Equity Fund | Annual Report | 12/31/16 1
President's Letter
Dear Shareowner,
The 2016 calendar year featured many swings in market sentiment, both in the
equity and fixed-income markets. After a slow start to the year, the markets
began to rally in mid-February 2016 with a recovery in the prices of oil and
other commodities, as well as slow, positive progress in US employment figures.
The rally persisted throughout much of the remaining 10 months of 2016, gaining
further momentum in the second half of the year when US gross domestic product
(GDP) growth showed solid improvement during the third quarter and unemployment
continued to decline. Finally, in November, the election of Donald Trump as the
45th President of the United States sparked a dramatic late-year market upturn
that saw US equities briefly climb to all-time highs. Speculation that the new
Trump administration's policies would stimulate the US economy through reduced
taxes, less regulation, and increased government spending on infrastructure,
fueled the year-end rally. For the full 12 months ended December 31, 2016, the
Standard & Poor's 500 Index, a broad measure of US stock market performance,
returned a strong 11.9%.
In bond markets, the Federal Reserve Board's (the Fed's) 0.25% hike in the
Federal funds rate in December 2016, its first rate increase in a year,
contributed to a sell-off in US Treasuries. The pullback from Treasuries also
derived from the market's increased inflation and growth expectations under the
incoming Trump administration. Elsewhere within fixed income, corporate credit,
particularly in the high-yield segment of the market, performed well over the
fourth quarter and the full calendar year. US high-yield securities, as measured
by the Bank of America Merrill Lynch US High Yield Index, returned a robust
17.5% for the 12 months ended December 31, 2016, with a rally in the energy
sector following the recovery in oil and other commodity prices last February
bolstering the high-yield market's performance. Meanwhile, the Bloomberg
Barclays US Aggregate Bond Index, which tracks the performance of Treasury and
agency issues, corporate bond issues, and mortgage-backed securities, returned
2.7% for the same 12-month period, reflecting the relative weakness in
government bonds.
The US economy's underlying fundamentals seem solid, and growth prospects for
2017 appear healthy. However, we remain concerned about risks to the economy of
potentially disruptive trade policies pursued by the Trump administration.
Barring a damaging trade war, though, we anticipate the Fed will continue to
hike short-term interest rates gradually during 2017. In addition, we expect the
Fed to consider carefully the potential economic effects of any fiscal policies
enacted by the new Trump administration and the Republican-controlled Congress.
In that regard, we believe President Trump's economic policies, if they come to
fruition, could help boost real GDP growth. However, the impact of Trump's
policies on US GDP may be greater in 2018 rather than in 2017. Still, even prior
to the late-year "Trump rally," US GDP growth appeared to settling in at a
sustainable annual pace of more than 2% as 2016 drew to a close, following some
weaker performance in the first half of the year. Continued improvement in the
employment market driven in part by gains in manufacturing output were among the
factors behind the bounce-back in GDP.
2 Pioneer Core Equity Fund | Annual Report | 12/31/16
While economic conditions inside the US appear solid, many economies around the
world continue to experience slow growth rates. Moreover, several countries in
various regions face a number of challenges in 2017 and beyond, including the
shifting geopolitics driving "Brexit" - the United Kingdom's pending exit from
the European Union - as well as related populist movements in Europe, limited
productivity gains, aging populations, and transitioning economic models in
China and other emerging markets. In recent years, global central banks have
kept interest rates at close to zero in an effort to stimulate economic growth.
While financial markets often benefited from the low rates, it now appears that
those policies may be losing their effectiveness, leaving central banks little
room to maneuver going forward. Moreover, the low interest rates have caused
government bond yields to plummet, presenting a dilemma for the income-oriented
investor.
Against this backdrop of still-low global interest rates, shifting priorities of
central banks, evolving demographics, and numerous geopolitical concerns, we
believe investors are likely to face ongoing challenges and much uncertainty
when it comes to finding opportunities for both income and capital appreciation.
While much has been made of passive investing as a possible source of stability
in this uncertain environment, it is our view that all investment decisions are
active choices. Throughout Pioneer's history, we have believed in the importance
of active management. During challenging market conditions, we view the value of
active management as even more compelling. Our experienced and tenured
investment teams focus on identifying value across global markets using
proprietary research, careful risk management, and a long-term perspective. We
believe our shareowners can benefit from the experience and tenure of our
investment teams as well as the insights generated from our extensive research
process.
As always, and particularly during times of market uncertainty, 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.
We greatly appreciate the trust you have placed in us 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.
December 31, 2016
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 Core Equity Fund | Annual Report | 12/31/16 3
Portfolio Management Discussion | 12/31/16
Domestic equity markets went through several different market phases in 2016
before finishing the year with a robust rally following the November U.S.
elections. In the following interview, Craig D. Sterling discusses the market
environment and the factors that influenced the performance of Pioneer Core
Equity Fund during the 12-month period ended December 31, 2016. Mr. Sterling, a
Senior Vice President, Head of Equity Research, U.S., and a portfolio manager at
Pioneer Investments, is responsible for day-to-day management of the Fund's
portfolio, along with John Peckham, CFA, a senior vice president and a portfolio
manager at Pioneer.
Q How did the Fund perform during the 12-month period ended December 31,
2016?
A Pioneer Core Equity Fund's Class A shares returned 8.39% at net asset value
during the 12-month period ended December 31, 2016, while the Fund's
benchmark, the Standard & Poor's 500 Index (the S&P 500), returned 11.94%.
During the same period, the average return of the 874 mutual funds in
Lipper's Large-Cap Core Funds category was 10.04%, and the average return
of the 1,409 mutual funds in Morningstar's Large Blend Funds category was
10.37%.
Q How would you describe the investment for stocks during the 12-month period
ended December 31, 2016?
A The market passed through several different phases in 2016. The year began
amidst a period of declining stock prices rooted in concerns about the
risks of a global recession. The year ended, however, with a vigorous post-
election rally driven by high optimism that the U.S. economy would be
entering a new period of faster growth rates, lower taxes, and less
restrictive governmental regulation, accompanied by higher interest rates
and increasing inflationary pressures. In between those extremes, market
sentiment shifted several times over the 12-month period.
At the start of the year, equities declined sharply, with some market
indices falling by almost 10% as commodity prices went into a tailspin and
global economic growth trends appeared to weaken. Risk-aversion dominated
the market and the appetites for equities and other risk-related assets
fell, as investors sought out safer havens, notably U.S. Treasuries. The
flight-to-safety environment led to a decline in the yield of the 10-year
Treasury, from 2.3% to 1.7%. The bear-market trends only lasted until the
second week of February, however, reversing dramatically as commodity
prices appeared to bottom and then rebounded, and new global and domestic
data
4 Pioneer Core Equity Fund | Annual Report | 12/31/16
releases indicated that economic growth was beginning to improve. Over the
next few months, stock prices moved steadily higher, led by companies in
cyclical sectors -- often in commodity-price-sensitive groups such as
energy and materials that had been the worst performers during the previous
market decline. The brisk market rally suffered a brief interruption in
late June when voters in the United Kingdom unexpectedly endorsed a plan
that would have the country exit ("Brexit") the European Union (E.U.).
While the Brexit vote briefly unsettled the markets due to uncertainties
about its effects on global trade, stock markets stabilized after a few
volatile days and moved gradually higher over the remainder of the summer.
Nevertheless, geopolitical factors weighed on investors' minds, including
conflict in the Middle East, uncertainties about the health of the E.U., an
attempted coup in Turkey, and the upcoming November elections in the United
States.
After the election, which resulted not only in Donald Trump's victory in
the presidential race, but also the preservation of the Republican Party's
majority in both houses of Congress, the market took off on a remarkable
rally that continued through the end of the year. Fueling the rally were
expectations that the economic policies proposed by a President Trump and
the Republican majority in Congress would lead to more economic growth,
less governmental regulation of corporations, and more prosperity in
general.
Q How were the principal factors that affected the Fund's performance
relative to the benchmark S&P 500 during the 12-month period ended December
31, 2016?
A The Fund generated a solid absolute return during the 12-month period, but
underperformed the S&P 500. Stock selection results detracted the most from
the Fund's benchmark-relative performance, particularly in the financials,
information technology, and consumer staples sectors. Stock selection in
energy, health care, and materials also detracted from the Fund's
benchmark-relative returns, while selection results in consumer
discretionary and industrials benefited relative returns.
Asset allocation decisions generally aided the Fund's benchmark-relative
performance during the period, with portfolio underweights to consumer
staples and utilities, and an overweight to industrials making the biggest
positive contributions. Meanwhile, an underweight to the outperforming
energy sector and an overweight to the underperforming telecom services
sector were the biggest detractors from the Fund's benchmark-relative
returns from an asset allocation standpoint.
Pioneer Core Equity Fund | Annual Report | 12/31/16 5
In general, the Fund weathered the early-year decline in the equity market
relatively well because of our emphasis in the portfolio on stocks of
better-quality, reasonably valued companies. However, the Fund's
conservative positioning left it vulnerable when market trends reversed and
stocks, particularly in the more cyclical sectors, rallied over most of the
period's final 10 months. During that timeframe, we remained unpersuaded
that global economic trends were as favorable as the markets seemed to
perceive, and so we retained our emphasis on higher-quality, more defensive
companies in the portfolio. As the year progressed, however, and as we
assessed economic fundamentals, we began to see new opportunities arise
during the summer, and so we re-positioned the Fund's portfolio to a more
aggressive stance. The shift contributed to performance, as the Fund's
Class A shares outdistanced the S&P 500 over the final six months of the
12-month period, returning 9.17%, while the S&P 500 returned 7.82%.
Unfortunately, the outperformance of the Fund over the period's final six
months was not significant enough to make up for all the benchmark-
relative performance lost during the mid-February through late-spring
portion of the market rally.
Q What were some of the individual portfolio holdings that had noteworthy
influences on the Fund's benchmark-relative performance, either positively
or negatively, during the 12-month period ended December 31, 2016?
A The most notable detractor from the Fund's benchmark-relative returns was a
position in Bank of America, which we had sold early in the year before the
company's stock price rebounded. The second most noteworthy drag on
benchmark-relative results came from a position in drug distributor
Cardinal Health, shares of which declined as the market became concerned
that the economics of drug distribution were likely to change. We sold the
Fund's shares of Cardinal Health and of another significant detractor from
benchmark-relative results: American Airlines. We have become increasingly
worried that the competitive landscape for airlines is changing as the
industry adds capacity and discount carriers become greater factors.
While we sold Cardinal Health and American Airlines, we retained the Fund's
positions in two other companies that significantly underperformed during
the period: paper products company Kimberly Clark and telecom services
company Verizon. Kimberly Clark fell victim to a poor year for consumer
staples companies in general; however, we believe the company remains well
positioned with highly competitive products in growing end-markets,
including diapers and adult personal care products. Verizon's shares
underperformed during a rally that saw stocks of more defensive companies
lag behind the overall market. We remain impressed by the longer-term
prospects for both Kimberly-Clark and Verizon.
6 Pioneer Core Equity Fund | Annual Report | 12/31/16
On the positive side, the position that made the biggest positive
contribution to the Fund's benchmark-relative performance during the period
was entertainment and media company Time Warner, a long-time core portfolio
holding. A producer of programming for television, movies, and other media,
Time Warner agreed to an acquisition by telecommunications company AT&T,
and the stock price rallied. The second-most influential contributor to the
Fund's benchmark-relative results during the period was PNC Financial, an
exceptionally well-managed banking company that continued to improve
results. The third-biggest supporter of the Fund's benchmark-relative
performance was a position in industrial company Ingersoll-Rand, whose many
products, including heating and ventilation equipment, are benefiting from
growth in non-residential construction. Other notable positive contributors
to the Fund's benchmark-relative returns over the 12-month period included
shares of Taiwan Semiconductor, whose advanced foundry for semiconductor
production gives it a strong competitive advantage, and Synchrony
Financial, the largest provider of private-label (including store brand)
credit cards. During the period, Synchrony benefited from growing consumer
spending and the increasing popularity of private-label cards to build
customer loyalty through features such as rewards programs.
Q Did the Fund own any derivative securities during the 12-month period ended
December 31, 2016? If so, did the investments have a material impact on
benchmark-relative results?
A At some points during the Fund's fiscal year, we owned S&P futures
contracts to provide portfolio liquidity without owning cash, which would
have been a drag on results in a rising market. The futures did not have a
material impact on benchmark-relative performance. The Fund did not own any
derivatives by the end of the period.
Q What is your investment outlook?
A The backdrop for investing has changed since the November elections. We
think we have entered a period in which interest rates are moving higher
and market expectations for greater inflationary pressures are rising.
Investors anticipate that President Trump will follow through on his
campaign promises to reduce corporate taxes and encourage U.S.-based
companies to expand domestically, rather than overseas. We also think the
Federal Reserve is likely to increase its pace of short-term rate hikes,
after raising the Federal funds rate just twice over the past two years.
Given our view, we have positioned the Fund's portfolio with a greater
emphasis on more cyclical companies, especially in the financials,
industrials, and consumer discretionary sectors. In financials, we have
Pioneer Core Equity Fund | Annual Report | 12/31/16 7
overweighted the Fund in banks and other companies - such as Schwab and
Synchrony - we believe should benefit from higher interest rates and
widening differences between lending rates and the costs of money. In the
industrials area, we favor companies levered to domestic economic activity,
such as Ingersoll-Rand, and those with good managements that also have
healthy end-markets, such as Illinois Tool Works. In an era when global
conflicts are not likely to diminish soon, we also favor companies such as
Raytheon, which produces defense products such as missiles and that have
exposure to the Middle East.
We think consumer spending should remain healthy, particularly in areas
such as housing construction and home improvements. We like companies that
can benefit from those trends, such as hardware retail chain Home Depot,
paint producer Sherwin Williams, and building products corporation Masco.
Long-term secular trends in the information technology sector also favor
enterprises with leadership positions in cloud-based computing and digital
advertising, including retailer Amazon, software corporation Microsoft, and
Alphabet, the corporate parent of Google.
At the start of a new year, the Fund has an underweighted position in
health care, a sector we believe will come under pressure because of
pricing issues and potential changes in the regulatory environment. Energy
stocks, which performed well in 2016, also do not appear attractive to us,
as we think current share prices reflect the full values driven by
improvement in oil prices as well as shifting economics to benefit shale
producers.
As always, we intend to maintain our emphasis on fundamental analysis to
identify companies that we think can generate economic value for the Fund.
We believe this is a sustainable approach that can deliver attractive
performance under varying market conditions, and throughout the business
cycle.
8 Pioneer Core Equity Fund | Annual Report | 12/31/16
Please refer to the Schedule of Investments on pages 17-21 for a full listing of
Fund securities.
All investments are subject to risk, including the possible loss of principal.
In the past several years, financial markets have experienced increased
volatility, depressed valuations, decreased liquidity and heightened
uncertainty. These conditions may continue, recur, worsen or spread.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
These risks may increase share price volatility.
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. Past performance is no
guarantee of future results.
Pioneer Core Equity Fund | Annual Report | 12/31/16 9
Portfolio Summary | 12/31/16
Portfolio Diversification
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(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 93.2%
International Common Stocks 5.7%
Depositary Receipts for International Stocks 1.1%
Sector Distribution
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(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Information Technology 22.1%
Financials 18.6%
Industrials 16.2%
Consumer Discretionary 14.5%
Health Care 9.5%
Consumer Staples 7.1%
Telecommunication Services 4.1%
Materials 3.5%
Energy 2.5%
Utilities 1.9%
10 Largest Holdings
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(As a percentage of equity holdings)*
1. Apple, Inc. 5.54%
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2. Verizon Communications, Inc. 4.17
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3. Microsoft Corp. 3.65
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4. Ingersoll-Rand Plc 3.52
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5. JPMorgan Chase & Co. 3.43
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6. Raytheon Co. 3.35
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7. Synchrony Financial 3.24
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8. Starbucks Corp. 2.92
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9. Johnson & Johnson 2.72
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10. The Charles Schwab Corp. 2.66
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* This list excludes temporary cash investments. The Fund is actively
managed, and current holdings may be different. The holdings listed should
not be considered recommendations to buy or sell any securities listed.
10 Pioneer Core Equity Fund | Annual Report | 12/31/16
Prices and Distributions | 12/31/16
Net Asset Value per Share
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Class 12/31/16 12/31/15
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A $18.01 $16.80
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C $16.17 $15.11
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Y $18.18 $16.95
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Distributions per Share: 1/1/16 - 12/31/16
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Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $0.2033 $ -- $ --
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C $0.0863 $ -- $ --
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Y $0.2540 $ -- $ --
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Index Definition
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The Standard & Poor's 500 Index is an unmanaged, commonly used measure of the
broad US stock market. Index returns are calculated monthly, assume reinvestment
of dividends and, unlike Fund returns, do not reflect any fees, expenses or
sales charges. It is not possible to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 12-14.
Pioneer Core Equity Fund | Annual Report | 12/31/16 11
Performance Update | 12/31/16 Class A Shares
Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Class A shares of Pioneer Core Equity Fund at public offering
price during the periods shown, compared to that of the Standard & Poor's 500
Index.
Average Annual Total Returns
(As of December 31, 2016)
--------------------------------------------------------------------------------
Net Public
Asset Offering S&P
Value Price 500
Period (NAV) (POP) Index
--------------------------------------------------------------------------------
10 years 6.33% 5.70% 6.94%
5 years 12.09 10.76 14.65
1 year 8.39 2.19 11.94
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2016)
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Gross
--------------------------------------------------------------------------------
0.93%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Core
Equity Fund S&P 500 Index
12/06 $ 9,425 $10,000
12/07 $10,079 $10,549
12/08 $ 6,529 $ 6,647
12/09 $ 8,429 $ 8,406
12/10 $ 9,743 $ 9,674
12/11 $ 9,837 $ 9,876
12/12 $11,265 $11,455
12/13 $14,759 $15,164
12/14 $16,300 $17,236
12/15 $16,057 $17,476
12/16 $17,405 $19,562
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class A shares of the Fund is
the performance of Class A shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
Please refer to the financial highlights for a more current expense ratio.
12 Pioneer Core Equity Fund | Annual Report | 12/31/16
Performance Update | 12/31/16 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class C shares of Pioneer Core Equity Fund for the
periods shown, compared to that of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of December 31, 2016)
--------------------------------------------------------------------------------
S&P
If If 500
Period Held Redeemed Index
--------------------------------------------------------------------------------
10 years 5.42% 5.42% 6.94%
5 years 11.11 11.11 14.65
1 year 7.58 7.58 11.94
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2016)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.74%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Core
Equity Fund S&P 500 Index
12/06 $10,000 $10,000
12/07 $10,620 $10,549
12/08 $ 6,826 $ 6,647
12/09 $ 8,733 $ 8,406
12/10 $10,001 $ 9,674
12/11 $10,012 $ 9,876
12/12 $11,350 $11,455
12/13 $14,733 $15,164
12/14 $16,136 $17,236
12/15 $15,759 $17,476
12/16 $16,953 $19,562
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). If you paid a 1% sales charge, your returns would
be lower than those shown above. "If Held" results represent the percent change
in net asset value per share. Returns would have been lower had sales charges
been reflected. All results are historical and assume the reinvestment of
dividends and capital gains. Other share classes are available for which
performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class C shares of the Fund is
the performance of Class C shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
Please refer to the financial highlights for a more current expense ratio.
Pioneer Core Equity Fund | Annual Report | 12/31/16 13
Performance Update | 12/31/16 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Class Y shares of Pioneer Core Equity Fund during the
periods shown, compared to that of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of December 31, 2016)
--------------------------------------------------------------------------------
Net
Asset S&P
Value 500
Period (NAV) Index
--------------------------------------------------------------------------------
10 years 6.67% 6.94%
5 years 12.42 14.65
1 year 8.73 11.94
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2016)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
0.62%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Core
Equity Fund S&P 500 Index
12/06 $5,000,000 $5,000,000
12/07 $5,378,036 $5,274,477
12/08 $3,498,017 $3,323,433
12/09 $4,528,627 $4,203,191
12/10 $5,248,338 $4,837,205
12/11 $5,311,444 $4,938,189
12/12 $6,098,164 $5,727,684
12/13 $8,018,746 $7,581,833
12/14 $8,880,471 $8,617,812
12/15 $8,772,737 $8,737,841
12/16 $9,538,951 $9,780,787
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class Y shares of the Fund is
the performance of Class Y shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
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.
Please refer to the financial highlights for a more current expense ratio.
14 Pioneer Core Equity Fund | Annual Report | 12/31/16
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an
investment of $1,000 at the beginning of the Fund's latest six-month period
and held throughout the six months.
Using the Tables
--------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period
as follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value (divided by) $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's
number in the third row under the heading entitled "Expenses Paid
During Period" to estimate the expenses you paid on your account
during this period.
Expenses Paid on a $1,000 Investment in Pioneer Core Equity Fund
Based on actual returns from July 1, 2016, through December 31, 2016.
--------------------------------------------------------------------------------
Share Class A C Y
--------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00
on 7/1/16
--------------------------------------------------------------------------------
Ending Account Value $1,091.65 $1,087.33 $1,093.09
on 12/31/16
--------------------------------------------------------------------------------
Expenses Paid $ 4.94 $ 9.23 $ 3.31
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.94%,
1.76% and 0.63% for Class A, Class C and Class Y shares, respectively,
multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).
Pioneer Core Equity Fund | Annual Report | 12/31/16 15
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values
and hypothetical expenses based on the Fund's actual expense ratio and an
assumed rate of return of 5% per year before expenses, which is not the
Fund's actual return. The hypothetical account values and expenses may not
be used to estimate the actual ending account balance or expenses you paid
for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with
the 5% hypothetical examples that appear in the shareholder reports of the
other funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Core Equity Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from July 1, 2016, through December 31, 2016.
--------------------------------------------------------------------------------
Share Class A C Y
--------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00
on 7/1/16
--------------------------------------------------------------------------------
Ending Account Value $1,020.41 $1,016.29 $1,021.97
on 12/31/16
--------------------------------------------------------------------------------
Expenses Paid $ 4.77 $ 8.92 $ 3.20
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.94%,
1.76% and 0.63% for Class A, Class C and Class Y shares, respectively,
multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period).
16 Pioneer Core Equity Fund | Annual Report | 12/31/16
Schedule of Investments | 12/31/16
---------------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------------
COMMON STOCKS -- 97.5%
ENERGY -- 1.9%
Oil & Gas Equipment & Services -- 1.2%
341,933 Halliburton Co. $ 18,495,156
---------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.7%
445,645 Cabot Oil & Gas Corp. $ 10,410,267
--------------
Total Energy $ 28,905,423
---------------------------------------------------------------------------------------------
MATERIALS -- 3.5%
Fertilizers & Agricultural Chemicals -- 1.1%
159,229 Agrium, Inc. $ 16,010,476
---------------------------------------------------------------------------------------------
Specialty Chemicals -- 1.2%
63,465 The Sherwin-Williams Co. $ 17,055,584
---------------------------------------------------------------------------------------------
Paper Packaging -- 1.2%
406,110 Sealed Air Corp. $ 18,413,027
--------------
Total Materials $ 51,479,087
---------------------------------------------------------------------------------------------
CAPITAL GOODS -- 10.7%
Aerospace & Defense -- 3.3%
343,993 Raytheon Co. $ 48,847,006
---------------------------------------------------------------------------------------------
Building Products -- 1.5%
732,958 Masco Corp. $ 23,176,132
---------------------------------------------------------------------------------------------
Industrial Machinery -- 5.9%
300,550 Illinois Tool Works, Inc. $ 36,805,353
682,733 Ingersoll-Rand Plc 51,232,284
--------------
$ 88,037,637
--------------
Total Capital Goods $ 160,060,775
---------------------------------------------------------------------------------------------
TRANSPORTATION -- 5.1%
Air Freight & Logistics -- 1.4%
187,315 United Parcel Service, Inc. (Class B) $ 21,473,792
---------------------------------------------------------------------------------------------
Railroads -- 2.5%
1,046,996 CSX Corp. $ 37,618,566
---------------------------------------------------------------------------------------------
Trucking -- 1.2%
181,268 JB Hunt Transport Services, Inc. $ 17,595,685
--------------
Total Transportation $ 76,688,043
---------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 2.9%
Restaurants -- 2.9%
766,496 Starbucks Corp. $ 42,555,858
--------------
Total Consumer Services $ 42,555,858
---------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/16 17
Schedule of Investments | 12/31/16 (continued)
---------------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------------
MEDIA -- 3.8%
Cable & Satellite -- 2.4%
513,393 Comcast Corp. $ 35,449,787
---------------------------------------------------------------------------------------------
Movies & Entertainment -- 1.4%
227,547 Time Warner, Inc. $ 21,965,112
--------------
Total Media $ 57,414,899
---------------------------------------------------------------------------------------------
RETAILING -- 7.5%
Internet Retail -- 2.5%
50,303 Amazon.com, Inc.* $ 37,720,711
---------------------------------------------------------------------------------------------
Home Improvement Retail -- 2.4%
266,791 The Home Depot, Inc. $ 35,771,337
---------------------------------------------------------------------------------------------
Specialty Stores -- 0.4%
79,035 Tiffany & Co. $ 6,119,680
---------------------------------------------------------------------------------------------
Automotive Retail -- 2.2%
94,682 Advance Auto Parts, Inc. $ 16,012,620
60,474 O'Reilly Automotive, Inc.* 16,836,566
--------------
$ 32,849,186
--------------
Total Retailing $ 112,460,914
---------------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 2.5%
Drug Retail -- 2.0%
370,307 CVS Health Corp. $ 29,220,925
---------------------------------------------------------------------------------------------
Food Retail -- 0.5%
266,702 Whole Foods Market, Inc. $ 8,203,754
--------------
Total Food & Staples Retailing $ 37,424,679
---------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 2.7%
Brewers -- 1.1%
166,199 Molson Coors Brewing Co. (Class B) $ 16,172,825
---------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 1.6%
238,038 The Hershey Co. $ 24,620,270
--------------
Total Food, Beverage & Tobacco $ 40,793,095
---------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 1.8%
Household Products -- 1.8%
232,192 Kimberly-Clark Corp. $ 26,497,751
--------------
Total Household & Personal Products $ 26,497,751
---------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 2.4%
Health Care Supplies -- 1.1%
90,221 The Cooper Companies, Inc. $ 15,782,360
---------------------------------------------------------------------------------------------
Managed Health Care -- 1.3%
96,105 Humana, Inc. $ 19,608,303
--------------
Total Health Care Equipment & Services $ 35,390,663
---------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Core Equity Fund | Annual Report | 12/31/16
---------------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE
SCIENCES -- 7.0%
Biotechnology -- 2.3%
161,775 Alder Biopharmaceuticals, Inc. $ 3,364,920
200,716 Celgene Corp.* 23,232,877
103,115 Vertex Pharmaceuticals, Inc.* 7,596,482
--------------
$ 34,194,279
---------------------------------------------------------------------------------------------
Pharmaceuticals -- 4.7%
343,577 Johnson & Johnson $ 39,583,506
926,346 Pfizer, Inc. 30,087,718
--------------
$ 69,671,224
--------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 103,865,503
---------------------------------------------------------------------------------------------
BANKS -- 8.1%
Diversified Banks -- 5.8%
578,107 JPMorgan Chase & Co. $ 49,884,853
706,369 US Bancorp 36,286,176
--------------
$ 86,171,029
---------------------------------------------------------------------------------------------
Regional Banks -- 2.3%
302,151 The PNC Financial Services Group, Inc. $ 35,339,581
--------------
Total Banks $ 121,510,610
---------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 8.9%
Specialized Finance -- 1.9%
510,975 Intercontinental Exchange, Inc. $ 28,829,210
---------------------------------------------------------------------------------------------
Consumer Finance -- 3.2%
1,300,337 Synchrony Financial $ 47,163,223
---------------------------------------------------------------------------------------------
Asset Management & Custody Banks -- 1.2%
48,596 BlackRock, Inc. $ 18,492,722
---------------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 2.6%
981,738 The Charles Schwab Corp. $ 38,749,199
--------------
Total Diversified Financials $ 133,234,354
---------------------------------------------------------------------------------------------
INSURANCE -- 1.1%
Property & Casualty Insurance -- 1.1%
449,541 XL Group, Ltd. $ 16,749,898
--------------
Total Insurance $ 16,749,898
---------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 12.9%
Internet Software & Services -- 6.3%
48,049 Alphabet, Inc. (Class A) $ 38,076,430
35,938 Alphabet, Inc. (Class C) 27,737,667
978,995 eBay, Inc.* 29,066,362
--------------
$ 94,880,459
---------------------------------------------------------------------------------------------
IT Consulting & Other Services -- 1.2%
320,534 Cognizant Technology Solutions Corp.* $ 17,959,520
---------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/16 19
Schedule of Investments | 12/31/16 (continued)
---------------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 1.8%
338,985 Visa, Inc. $ 26,447,610
---------------------------------------------------------------------------------------------
Systems Software -- 3.6%
856,356 Microsoft Corp. $ 53,213,962
--------------
Total Software & Services $ 192,501,551
---------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 7.7%
Communications Equipment -- 2.3%
1,140,990 Cisco Systems, Inc. $ 34,480,718
---------------------------------------------------------------------------------------------
Computer Storage & Peripherals -- 5.4%
696,138 Apple, Inc. $ 80,626,700
--------------
Total Technology Hardware & Equipment $ 115,107,418
---------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.0%
Semiconductors -- 1.0%
503,720 Taiwan Semiconductor Manufacturing Co., Ltd. (A.D.R.) $ 14,481,950
--------------
Total Semiconductors & Semiconductor Equipment $ 14,481,950
---------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 4.1%
Integrated Telecommunication Services -- 4.1%
1,136,336 Verizon Communications, Inc. $ 60,657,616
--------------
Total Telecommunication Services $ 60,657,616
---------------------------------------------------------------------------------------------
UTILITIES -- 1.9%
Electric Utilities -- 1.9%
453,528 American Electric Power Co., Inc. $ 28,554,123
--------------
Total Utilities $ 28,554,123
---------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $1,274,803,746) $1,456,334,210
---------------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 97.5%
(Cost $1,274,803,746) (a) $1,456,334,210
---------------------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 2.5% $ 37,804,685
---------------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $1,494,138,895
=============================================================================================
* Non-income producing security.
(A.D.R.) American Depositary Receipts.
(a) At December 31, 2016, the net unrealized appreciation on investments
based on cost for federal income tax purposes of $1,276,617,196 was as
follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $192,465,690
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (12,748,676)
------------
Net unrealized appreciation $179,717,014
============
Purchases and sales of securities (excluding temporary cash investments) for the
year ended December 31, 2016, aggregated $1,161,640,416 and $1,318,867,526,
respectively.
The accompanying notes are an integral part of these financial statements.
20 Pioneer Core Equity Fund | Annual Report | 12/31/16
The Fund is permitted to engage in purchase and sale transactions ("cross
trades") with certain funds and accounts for which Pioneer Investment
Management, Inc. serves as the Fund's investment adviser, as set forth in Rule
17a-7 under the Investment Company Act of 1940, pursuant to procedures adopted
by the Board of Trustees. Under these procedures, cross trades are effected at
current market prices. During the year ended December 31, 2016, the Fund engaged
in purchases and sales pursuant to these procedures amounting to $0 and
$1,418,400, respectively, resulting in a net realized loss of $492,024.
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.
The following is a summary of the inputs used as of December 31, 2016, in
valuing the Fund's investments:
--------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------
Common Stocks $1,456,334,210 $ -- $ -- $1,456,334,210
--------------------------------------------------------------------------------
Total $1,456,334,210 $ -- $ -- $1,456,334,210
================================================================================
During the year ended December 31, 2016, there were no transfers between Levels
1, 2 and 3.
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/16 21
Statement of Assets and Liabilities | 12/31/16
ASSETS:
Investment in securities (cost $1,274,803,746) $1,456,334,210
Cash 37,814,738
Receivables --
Fund shares sold 50,324
Dividends 1,284,477
--------------------------------------------------------------------------------
Total assets $1,495,483,749
================================================================================
LIABILITIES:
Payables --
Fund shares repurchased $ 639,854
Distributions 67,766
Due to affiliates 95,250
Accrued expenses 541,984
--------------------------------------------------------------------------------
Total liabilities $ 1,344,854
================================================================================
NET ASSETS:
Paid-in capital $1,352,119,127
Undistributed net investment income 321,901
Accumulated net realized loss on investments (39,832,597)
Net unrealized appreciation on investments 181,530,464
--------------------------------------------------------------------------------
Net assets $1,494,138,895
================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $1,436,207,652/79,732,456 shares) $ 18.01
Class C (based on $13,016,158/805,139 shares) $ 16.17
Class Y (based on $44,915,085/2,470,466 shares) $ 18.18
MAXIMUM OFFERING PRICE:
Class A ($18.01 (divided by) 94.25%) $ 19.11
================================================================================
The accompanying notes are an integral part of these financial statements.
22 Pioneer Core Equity Fund | Annual Report | 12/31/16
Statement of Operations
For the Year Ended 12/31/16
INVESTMENT INCOME:
Dividends (net of withholding tax of $292,932) $ 30,448,359
Interest 23,600
---------------------------------------------------------------------------------------------
Total investment income $ 30,471,959
---------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 7,294,357
Transfer agent fees
Class A 895,726
Class C 11,388
Class Y 18,346
Distribution fees
Class A 3,476,757
Class C 123,210
Shareholder communications expense 817,719
Administrative expense 624,347
Custodian fees 26,042
Registration fees 62,013
Professional fees 90,614
Printing expense 55,136
Fees and expenses of nonaffiliated Trustees 65,354
Miscellaneous 54,831
---------------------------------------------------------------------------------------------
Total expenses $ 13,615,840
---------------------------------------------------------------------------------------------
Net investment income $ 16,856,119
---------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FUTURES CONTRACTS:
Net realized gain (loss) on:
Investments $ 45,726,454
Futures contracts 1,703,615 $ 47,430,069
---------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation)
on investments $ 53,203,971
---------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments
and futures contracts $100,634,040
---------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $117,490,159
=============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/16 23
Statements of Changes in Net Assets
--------------------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/16 12/31/15
--------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income (loss) $ 16,856,119 $ 12,275,423
Net realized gain (loss) on investments, class actions
and futures contracts 47,430,069 170,329,069
Change in net unrealized appreciation (depreciation)
on investments 53,203,971 (207,621,244)
--------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $ 117,490,159 $ (25,016,752)
--------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.20 and $0.12 per share, respectively) $ (16,068,920) $ (10,718,695)
Class C ($0.09 and $0.01 per share, respectively) (69,203) (7,356)
Class Y ($0.25 and $0.18 per share, respectively) (623,537) (661,431)
--------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (16,761,660) $ (11,387,482)
--------------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 25,299,938 $ 41,123,837
Reinvestment of distributions 15,467,606 10,370,474
Cost of shares repurchased (174,484,709) (173,535,422)
--------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from
Fund share transactions $ (133,717,165) $ (122,041,111)
--------------------------------------------------------------------------------------------------
Net decrease in net assets $ (32,988,666) $ (158,445,345)
NET ASSETS:
Beginning of year $1,527,127,561 $1,685,572,906
--------------------------------------------------------------------------------------------------
End of year $1,494,138,895 $1,527,127,561
==================================================================================================
Undistributed net investment income $ 321,901 $ 674,822
==================================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Core Equity Fund | Annual Report | 12/31/16
------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
12/31/16 12/31/16 12/31/15 12/31/15
Shares Amount Shares Amount
------------------------------------------------------------------------------------------------
Class A
Shares sold 976,643 $ 16,421,975 1,305,754 $ 23,986,790
Reinvestment of
distributions 835,056 15,256,426 602,372 10,180,051
Less shares repurchased (8,452,628) (142,378,598) (8,948,092) (154,134,844)
------------------------------------------------------------------------------------------------
Net decrease (6,640,929) $ (110,700,197) (7,039,966) $ (119,968,003)
================================================================================================
Class C
Shares sold 163,251 $ 2,510,542 269,937 $ 4,172,645
Reinvestment of
distributions 3,831 62,819 438 6,653
Less shares repurchased (295,427) (4,379,785) (231,437) (3,555,586)
------------------------------------------------------------------------------------------------
Net increase
(decrease) (128,345) $ (1,806,424) 38,938 $ 623,712
================================================================================================
Class Y
Shares sold 368,360 $ 6,367,421 741,607 $ 12,964,402
Reinvestment of
distributions 8,046 148,361 10,778 183,770
Less shares repurchased (1,576,444) (27,726,326) (912,428) (15,844,992)
------------------------------------------------------------------------------------------------
Net decrease (1,200,038) $ (21,210,544) (160,043) $ (2,696,820)
================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/16 25
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/16 12/31/15 12/31/14 12/31/13(a) 12/31/12(a)
------------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 16.80 $ 17.18 $ 15.70 $ 12.06 $ 10.61
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.19(b) $ 0.13(b) $ 0.18 $ 0.10 $ 0.08
Net realized and unrealized gain (loss) on investments 1.22 (0.39) 1.46 3.63 1.45
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.41 $ (0.26) $ 1.64 $ 3.73 $ 1.53
------------------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.20) $ (0.12) $ (0.16) $ (0.09) $ (0.08)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.21 $ (0.38) $ 1.48 $ 3.64 $ 1.45
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.01 $ 16.80 $ 17.18 $ 15.70 $ 12.06
====================================================================================================================================
Total return* 8.39% (1.49)%(d) 10.44% 31.02% 14.51%
Ratio of net expenses to average net assets (c) 0.94% 0.93% 0.94% 0.99% 1.25%
Ratio of net investment income (loss) to average net assets 1.15% 0.75% 1.03% 0.70% 0.76%
Portfolio turnover rate 80% 100% 57% 67% 59%
Net assets, end of period (in thousands) $1,436,208 $1,450,815 $1,605,301 $1,585,294 $23,907
Ratios with no waiver of fees and assumption of expenses by
PIM and no reduction for fees paid indirectly:
Total expenses to average net assets (c) 0.94% 0.93% 0.94% 0.99% 1.59%
Net investment income (loss) to average net assets 1.15% 0.75% 1.03% 0.70% 0.42%
====================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
(a) The Fund acquired the assets and liabilities of Pioneer Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
predecessor fund with those of the Fund.
(b) The per share data presented above is based on the average shares
outstanding for the period presented.
(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 December 31, 2015, the total return would have been
(1.55)%.
+ Amount rounds to less than 0.01%.
The accompanying notes are an integral part of these financial statements.
26 Pioneer Core Equity Fund | Annual Report | 12/31/16
-----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/16 12/31/15 12/31/14 12/31/13(a) 12/31/12(a)
-----------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 15.11 $ 15.48 $ 14.19 $ 10.93 $ 9.65
-----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.05(b) $ (0.01)(b)(c) $ 0.02 $ (0.02)(c) $ (0.01)(c)
Net realized and unrealized gain (loss) on investments 1.10 (0.35) 1.33 3.28 1.30
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.15 $ (0.36) $ 1.35 $ 3.26 $ 1.29
-----------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.09) $ (0.01) $ (0.06) $ -- $ (0.01)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.06 $ (0.37) $ 1.29 $ 3.26 $ 1.28
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.17 $ 15.11 $ 15.48 $ 14.19 $ 10.93
=============================================================================================================================
Total return* 7.58% (2.34)%(e) 9.52% 29.81% 13.37%
Ratio of net expenses to average net assets (d) 1.76% 1.74% 1.81% 1.92% 2.15%
Ratio of net investment income (loss) to average net assets 0.33% (0.06)% 0.14% (0.17)% (0.14)%
Portfolio turnover rate 80% 100% 57% 67% 59%
Net assets, end of period (in thousands) $13,016 $14,106 $13,848 $ 11,112 $ 3,695
Ratios with no waiver of fees and assumption of expenses by
PIM and no reduction for fees paid indirectly:
Total expenses to average net assets (d) 1.76% 1.74% 1.81% 1.92% 2.31%
Net investment income (loss) to average net assets 0.33% (0.06)% 0.14% (0.17)% (0.30)%
=============================================================================================================================
* 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 Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
predecessor fund with those of the Fund.
(b) The per share data presented above is based on the average shares
outstanding for the period presented.
(c) The amount shown for a share outstanding does not correspond with the net
investment gain on the Statement of Operations for the period due to timing
of the sales and repurchase of shares.
(d) Includes interest expense of 0.00%, 0.00%, 0.00%+, 0.00% and 0.00%,
respectively.
(e) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2015, the total return would have been
(2.40)%.
+ Amount rounds to less than 0.01%.
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/16 27
Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/16 12/31/15 12/31/14 12/31/13(a) 12/31/12(a)
------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 16.95 $ 17.34 $ 15.85 $ 12.17 $ 10.69
------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.25(b) $ 0.19(b) $ 0.20 $ 0.14 $ 0.11
Net realized and unrealized gain (loss) on investments 1.23 (0.40) 1.51 3.68 1.47
------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.48 $ (0.21) $ 1.71 $ 3.82 $ 1.58
------------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.25) $ (0.18) $ (0.22) $ (0.14) $ (0.10)
------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.23 $ (0.39) $ 1.49 $ 3.68 $ 1.48
------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.18 $ 16.95 $ 17.34 $ 15.85 $ 12.17
==============================================================================================================================
Total return* 8.73% (1.21)%(d) 10.75% 31.49% 14.81%
Ratio of net expenses to average net assets (c) 0.63% 0.62% 0.63% 0.75% 1.02%
Ratio of net investment income (loss) to average net assets 1.47% 1.07% 1.37% 1.01% 0.97%
Portfolio turnover rate 80% 100% 57% 67% 59%
Net assets, end of period (in thousands) $44,915 $62,206 $66,424 $59,812 $33,875
==============================================================================================================================
* 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 Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
predecessor fund with those of the Fund.
(b) The per share data presented above is based on the average shares
outstanding for the period presented.
(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 December 31, 2015, the total return would have been
(1.27)%.
+ Amount rounds to less than 0.01%.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Core Equity Fund | Annual Report | 12/31/16
Notes to Financial Statements | 12/31/16
1. Organization and Significant Accounting Policies
Pioneer Core Equity Fund (the Fund) is a diversified series of Pioneer Series
Trust XI, a Delaware statutory trust registered under the Investment Company
Act of 1940 as an open-end management investment company. The investment
objective of the Fund is to seek long-term capital growth.
The Fund offers three classes of shares designated as Class A, Class C and Class
Y shares. 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 of Trustees 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 (U.S. GAAP) that require the management
of the Fund to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of income,
expenses and gain or loss on investments during the reporting period. Actual
results could differ from those estimates.
The Fund is an investment company and follows investment company
accounting and reporting guidance under U.S. GAAP. The following is a
summary of significant accounting policies followed by the Fund in the
preparation of its financial statements:
A. Security Valuation
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.
Pioneer Core Equity Fund | Annual Report | 12/31/16 29
Equity securities that have traded on an exchange are valued by using the
last sale price on the principal exchange where they are traded. Equity
securities that have not traded on the date of valuation, or securities for
which sale prices are not available, generally are valued using the mean
between the last bid and asked prices or, if both last bid and asked prices
are not available, at the last quoted bid price. Last sale and bid and
asked prices are provided by independent third party pricing services. In
the case of equity securities not traded on an exchange, prices are
typically determined by independent third party pricing services using a
variety of techniques and methods.
The value of foreign securities is translated into U.S. dollars based on
foreign currency exchange rate quotations supplied by a third party pricing
source. Trading in non-U.S. equity securities is substantially completed
each day at various times prior to the close of the NYSE. The values of
such securities used in computing the net asset value of the Fund's shares
are determined as of such times. The Fund may use a fair value model
developed by an independent pricing service to value non-U.S. equity
securities.
Securities for which independent pricing services or broker-dealers 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 and a wholly owned
indirect subsidiary of UniCredit S.p.A. (UniCredit), pursuant to procedures
adopted by the Fund's Board of Trustees. PIM's fair valuation team uses
fair value methods approved by the Valuation Committee of the Board of
Trustees. PIM's fair valuation team is responsible for monitoring
developments that may impact fair valued securities and for discussing and
assessing fair values on an ongoing basis, and at least quarterly, with the
Valuation Committee of the Board of Trustees.
Inputs used when applying fair value methods to value a security may
include credit ratings, the financial condition of the company, current
market conditions and comparable securities. The Fund may use fair value
methods if it is determined that a significant event has occurred after the
close of the exchange or market on which the security trades and prior to
the determination of the Fund's net asset value. Examples of a significant
event might include political or economic news, corporate restructurings,
natural disasters, terrorist activity or trading halts. Thus, the valuation
of the Fund's securities may differ significantly from exchange prices and
such differences could be material.
At December 31, 2016, there were no securities valued using fair value
methods (other than securities valued using prices supplied by independent
pricing services).
30 Pioneer Core Equity Fund | Annual Report | 12/31/16
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, including
interest on income bearing cash accounts, is recorded on the accrual basis.
Dividend and interest income are reported net of unrecoverable foreign
taxes withheld at the applicable country rates.
Security transactions are recorded as of trade date. Gains and losses on
sales of investments are calculated on the identified cost method for both
financial reporting and federal income tax purposes.
C. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually
received. Further, the effects of changes in foreign currency exchange
rates on investments are not segregated in the Statement of Operations from
the effects of changes in the market prices of those securities, but are
included with the net realized and unrealized gain or loss on investments.
D. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its net taxable income and net realized capital gains, if any, to
its shareowners. Therefore, no provision for federal income taxes is
required. As of December 31, 2016, the Fund did not accrue any interest or
penalties with respect to uncertain tax positions, which, if applicable,
would be recorded as an income tax expense in the Statement of Operations.
Tax returns filed within the prior three years remain subject to
examination by Federal and State tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. GAAP. 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
Pioneer Core Equity Fund | Annual Report | 12/31/16 31
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 December 31, 2016, the Fund
reclassified $447,380 to decrease undistributed net investment income,
$16,954,514 to decrease accumulated net realized loss on investments and
$16,507,134 to decrease paid-in capital to reflect permanent book/tax
differences. These adjustments have no impact on net assets or the results
of operations.
At December 31, 2016, the Fund had a net capital loss carryforward of
$38,019,147 which will expire in 2017 if not utilized.
During the year ended December 31, 2016, a capital loss carryforward of
$1,868,878 was utilized to offset net realized gains by the Fund.
The tax character of distributions paid during the years ended December 31,
2016 and December 31, 2015 was as follows:
---------------------------------------------------------------------------
2016 2015
---------------------------------------------------------------------------
Distributions paid from:
Ordinary income $16,761,660 $11,387,482
---------------------------------------------------------------------------
Total $16,761,660 $11,387,482
===========================================================================
The following shows components of distributable earnings on a federal
income tax basis at December 31, 2016:
---------------------------------------------------------------------------
2016
---------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 321,901
Capital loss carryforward (38,019,147)
Net unrealized appreciation 179,717,014
---------------------------------------------------------------------------
Total $142,019,768
===========================================================================
The difference between book-basis and tax-basis net unrealized appreciation
is attributable to the tax deferral of losses on wash sales.
E. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit, earned $50,020 in
underwriting commissions on the sale of Class A shares during the year
ended December 31, 2016.
32 Pioneer Core Equity Fund | Annual Report | 12/31/16
F. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A and Class C shares of the Fund, respectively (see
Note 4). Class Y shares do not pay distribution fees. All expenses and fees
paid to the Fund's transfer agent for its services are allocated among the
classes of shares based on the number of accounts in each class and the
ratable allocation of related out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class C and Class Y shares can
reflect different transfer agent and distribution expense rates.
G. Risks
All investments are subject to risk, including the possible loss of
principal. In the past several years, financial markets have experienced
increased volatility, depressed valuations, decreased liquidity and
heightened uncertainty. These conditions may continue, recur, worsen or
spread.
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Fund more
susceptible to any economic, political, or regulatory developments or other
risks affecting those industries and sectors. The Fund's prospectus
contains unaudited information regarding the Fund's principal risks. Please
refer to that document when considering the Fund's principal risks.
H. Futures Contracts
The Fund may enter into futures transactions in order to attempt to hedge
against changes in interest rates, securities prices and currency exchange
rates or to seek to increase total return. Futures contracts are types of
derivatives. All futures contracts entered into by the Fund are traded on a
futures exchange. Upon entering into a futures contract, the Fund is
required to deposit with a broker an amount of cash or securities equal to
the minimum "initial margin" requirements of the associated futures
exchange. Subsequent payments for futures contracts ("variation margin")
are paid or received by the Fund, depending on the daily fluctuation in the
value of the contracts, and are recorded by the Fund as unrealized
appreciation or depreciation. When the contract is closed, the Fund
realizes a gain or loss equal to the difference between the opening and
closing value of the contract as well as
Pioneer Core Equity Fund | Annual Report | 12/31/16 33
any fluctuation in foreign currency exchange rates where applicable.
Futures contracts are subject to market risk, interest rate risk and
currency exchange rate risk. Changes in value of the contracts may not
directly correlate to the changes in value of the underlying securities.
The average value of contracts open during the year ended December 31, 2016
was $6,645,877. There were no open futures contracts at December 31, 2016.
2. Management Agreement
PIM manages the Fund's portfolio. Management fees are calculated daily at the
annual rate of 0.50% of the Fund's average daily net assets. For the year ended
December 31, 2016, the net management fee (excluding waivers and/or
assumption of expenses) was equivalent to 0.50% 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
$64,567 in management fees, administrative costs and certain other
reimbursements payable to PIM at December 31, 2016.
3. Transfer Agent
Boston Financial Data Services, Inc. serves as the transfer agent to the Fund at
negotiated rates. Transfer agent fees and payables shown on the Statement of
Operations and the Statement of Assets and Liabilities, respectively, include
sub-transfer agent expenses incurred through the Fund's omnibus relationship
contracts.
In addition, the Fund reimbursed the transfer agent for out-of-pocket expenses
incurred by the transfer agent related to shareholder communications activities
such as proxy and statement mailings and outgoing phone calls. For the year
ended December 31, 2016, such out-of-pocket expenses by class of shares were
as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $788,077
Class C 12,142
Class Y 17,500
--------------------------------------------------------------------------------
Total $817,719
================================================================================
34 Pioneer Core Equity Fund | Annual Report | 12/31/16
4. Distribution Plan
The Fund has adopted a distribution plan (the 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. Included in "Due to
affiliates" reflected on the Statement of Assets and Liabilities is $30,683 in
distribution fees payable to PFD at December 31, 2016.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 12 months of purchase. Redemptions of Class C shares within 12 months of
purchase are subject to a CDSC of 1.00%, based on the lower of cost or market
value of shares being redeemed. Shares purchased as part of an exchange remain
subject to any CDSC that applied to the original purchase of those shares. There
is no CDSC for Class Y shares. Proceeds from the CDSC are paid to PFD. For the
year ended December 31, 2016, CDSC in the amount of $2,374 were paid to PFD.
5. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a committed, unsecured revolving line of credit
facility. Borrowings are used solely for temporary or emergency purposes. The
Fund may borrow up to the lesser of the amount available under the facility or
the limits set for borrowing by the Fund's prospectus and the 1940 Act. The
credit facility in effect until February 9, 2016, was in the amount of $240
million. As of February 10, 2016, the facility is in the amount of $220 million.
Under such facility, depending on the type of loan, interest on borrowings is
payable at the London Interbank Offered Rate (LIBOR) plus 0.85% on an annualized
basis, or the Alternate Base Rate, which is the greater of (a) the facility's
administrative agent's daily announced prime rate on the borrowing date, (b) 2%
plus the Federal Funds Rate on the borrowing date and (c) 2% plus the overnight
Eurodollar rate on the borrowing date. The Funds pay an annual commitment fee to
participate in a credit facility. The commitment fee is allocated among
participating Funds based on an allocation schedule set forth in the credit
agreement. For the year ended December 31, 2016, the Fund had no borrowings
under the credit facility.
Pioneer Core Equity Fund | Annual Report | 12/31/16 35
6. Additional Disclosures about Derivative Instruments and Hedging Activities
The Fund's use of derivatives subjects it to the following risks:
Interest rate risk relates to the fluctuations in the value of interest-bearing
securities due to changes in the prevailing levels of market interest rates.
Credit risk relates to the ability of the issuer of a financial instrument to
make further principal or interest payments on an obligation or commitment that
it has to the Fund.
Foreign exchange rate risk relates to fluctuations in the value of an asset or
liability due to changes in currency exchange rates.
Equity risk relates to the fluctuations in the value of financial instruments as
a result of changes in market prices (other than those arising from interest
rate risk or foreign exchange risk), whether caused by factors specific to an
individual investment, its issuer, or all factors affecting all instruments
traded in a market or market segment.
Commodity risk relates to the risk that the value of a commodity or commodity
index will fluctuate based on increases or decreases in the commodities market
and factors specific to a particular industry or commodity.
The effect of derivative instruments (not considered to be hedging instruments
for accounting disclosure purposes) on the Statement of Operations by risk
exposure at December 31, 2016 was as follows:
--------------------------------------------------------------------------------
Statement of Operations
Foreign
Interest Credit Exchange Equity Commodity
Rate Risk Risk Rate Risk Risk Risk
--------------------------------------------------------------------------------
Net realized gain
(loss) on
Futures contracts $ -- $ -- $ -- $1,703,615 $ --
--------------------------------------------------------------------------------
Total Value $ -- $ -- $ -- $1,703,615 $ --
================================================================================
36 Pioneer Core Equity Fund | Annual Report | 12/31/16
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust XI and Shareowners of
Pioneer Core Equity Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Core Equity Fund (the "Fund") (the Fund
constituting Pioneer Series Trust XI), as of December 31, 2016, and the related
statement of operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended and the financial
highlights for each of the three years in the period then ended. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits. The financial
highlights for the years ended December 31, 2013, and 2012, were audited by
other auditors. Those auditors expressed an unqualified opinion on those
financial statements and financial highlights in their report dated February 25,
2014.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. The Fund
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 December 31, 2016, by correspondence with the
custodian. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Core Equity Fund as of December 31, 2016, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended and the financial highlights for each of the three
years in the period then ended, in conformity with accounting principles
generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 22, 2017
Pioneer Core Equity Fund | Annual Report | 12/31/16 37
Additional Information (unaudited)
Pioneer Investment Management, Inc. (the "Adviser"), the Portfolio's
investment adviser, is currently an indirect, wholly owned subsidiary of
UniCredit S.p.A. ("UniCredit"). On December 12, 2016, UniCredit announced
that it has entered into a binding agreement for the sale of its Pioneer
Investments business, which includes the Adviser, to Amundi (the
"Transaction"). Amundi is headquartered in Paris, France, and, as of
September 30, 2016, had more than $1.1 trillion in assets under management
worldwide. The closing of the Transaction is expected to happen in 2017,
subject to certain regulatory and antitrust approvals, and other conditions.
Under the Investment Company Act of 1940, the closing of the Transaction
will cause the Portfolio's current investment advisory agreement with the
Adviser to terminate. Accordingly, the Portfolio's Board of Trustees will be
asked to approve a new investment advisory agreement for the Portfolio. If
approved by the Board, the Portfolio's new investment advisory agreement will
be submitted to the shareholders of the Portfolio for their approval.
38 Pioneer Core Equity Fund | Annual Report | 12/31/16
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Core Equity 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 2016 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 2016 and May
2016. 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 2016, 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 May 2016,
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 July and
September 2016.
At a meeting held on September 13, 2016, 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 approving the
renewal of the investment advisory agreement, the Trustees considered various
factors that they determined were relevant, including the factors described
below. The Trustees did not identify any single factor as the controlling factor
in determining to approve the renewal of the agreement.
Pioneer Core Equity Fund | Annual Report | 12/31/16 39
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 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
throughout the year 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 discussed the Fund's performance with PIM on a
more frequent basis in light of the Fund's unfavorable performance compared to
its benchmark index and peers over certain periods. The Trustees noted PIM's
explanation for the Fund's relative performance and the steps taken by PIM to
address the Fund's performance, including enhancing the investment process used
for the Fund. It also was noted that Craig Sterling, a Senior Vice President and
Head of Equity Research, U.S., became a portfolio manager of the Fund in May,
2015. The Trustees' reviews and discussions, including the steps taken by PIM to
address the Fund's performance, were factored into the Trustees' deliberations
concerning the renewal of the advisory agreement.
40 Pioneer Core Equity Fund | Annual Report | 12/31/16
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. In all
quintile rankings referred to below, first quintile is most favorable to the
Fund's shareowners.
The Trustees considered that the Fund's management fee for the most recent
fiscal year 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 considered that the expense ratio of the Fund's Class A shares for the
most recent fiscal year was in the first quintile relative to its Morningstar
peer group and in the first quintile relative to 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 and that the results of the most recent such review
were considered in the consideration of the Fund's expense ratio.
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 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.
Pioneer Core Equity Fund | Annual Report | 12/31/16 41
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, including the profit margins, 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
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 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
42 Pioneer Core Equity Fund | Annual Report | 12/31/16
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 Core Equity Fund | Annual Report | 12/31/16 43
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
Boston Financial Data 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 46 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.
44 Pioneer Core Equity Fund | Annual Report | 12/31/16
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 (66) Trustee since 2006. Private investor (2004 - 2008 and 2013 - Director, Broadridge Financial
Chairman of the Board Serves until a present); Chairman (2008 - 2013) and Chief Solutions, Inc. (investor
and Trustee successor trustee is Executive Officer (2008 - 2012), Quadriserv, communications and securities
elected or earlier Inc. (technology products for securities processing provider for
retirement or removal. lending industry); and Senior Executive Vice financial services industry)
President, The Bank of New York (financial and (2009 - present); Director,
securities services) (1986 - 2004) Quadriserv, Inc. (2005 -
2013); and Commissioner, New
Jersey State Civil Service
Commission (2011 - 2015)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (73) Trustee since 2005. Managing Partner, Federal City Capital Director of New York Mortgage
Trustee Serves until a Advisors (corporate advisory services company) Trust (publicly-traded
successor trustee is (1997 - 2004 and 2008 - present); Interim mortgage REIT) (2004 - 2009,
elected or earlier Chief Executive Officer, Oxford Analytica, 2012 - present); Director of
retirement or removal. Inc. (privately-held research and consulting The Swiss Helvetia Fund, Inc.
company) (2010); Executive Vice President and (closed-end fund) (2010 -
Chief Financial Officer, I-trax, Inc. present); Director of Oxford
(publicly traded health care services company) Analytica, Inc. (2008 -
(2004 - 2007); and Executive Vice President present); and Director of
and Chief Financial Officer, Pedestal Inc. Enterprise Community
(internet-based mortgage trading company) Investment, Inc.
(2000 - 2002); Private consultant (1995-1997), (privately-held affordable
Managing Director, Lehman Brothers (investment housing finance company) (1985
banking firm) (1992-1995); and Executive, The - 2010)
World Bank (1979-1992)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (72) 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
successor trustee is Mellon Institutional Funds
elected or earlier Master Portfolio (oversaw 17
retirement or removal. portfolios in fund complex)
(1989-2008)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Core Equity Fund | Annual Report | 12/31/16 45
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 (69) Trustee since 1990. Founding Director, Vice President and None
Trustee Serves until a Corporate Secretary, The Winthrop Group, Inc.
successor trustee is (consulting firm) (1982 - present); Desautels
elected or earlier Faculty of Management, McGill University (1999
retirement or removal. - present); and Manager of Research Operations
and Organizational Learning, Xerox PARC,
Xerox's advance research center (1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (68) Trustee since 1982. President and Chief Executive Officer, Newbury Director of New America High
Trustee Serves until a Piret Company (investment banking firm) (1981 Income Fund, Inc. (closed-end
successor trustee is - present) investment company) (2004 -
elected or earlier present); and Member, Board of
retirement or removal. Governors, Investment Company
Institute (2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------------
Fred J. Ricciardi (69) Trustee since 2014. Consultant (investment company services) (2012 None
Trustee Serves until a - present); Executive Vice President, BNY
successor trustee is Mellon (financial and investment company
elected or earlier services) (1969 - 2012); Director, BNY
retirement or removal. International Financing Corp. (financial
services) (2002 - 2012); and Director, Mellon
Overseas Investment Corp. (financial services)
(2009 - 2012)
------------------------------------------------------------------------------------------------------------------------------------
46 Pioneer Core Equity Fund | Annual Report | 12/31/16
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 (58)* Trustee since 2014. Director and Executive Vice President (since None
Trustee Serves until a 2008) and Chief Investment Officer, U.S.
successor trustee is (since 2010) of Pioneer Investment
elected or earlier Management-USA (PIM-USA); Executive Vice
retirement or removal. President of Pioneer (since 2008); Executive
Vice President of Pioneer Institutional Asset
Management, Inc. (since 2009); and Portfolio
Manager of Pioneer (since 1999)
------------------------------------------------------------------------------------------------------------------------------------
* Mr. Taubes is an Interested Trustee because he is an officer of the Fund's
investment adviser and certain of its affiliates.
Pioneer Core Equity Fund | Annual Report | 12/31/16 47
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 Monchak (60)** Advisory Trustee since Chief Investment Officer, 1199 SEIU Funds Trustee of Pioneer closed-end
Advisory Trustee 2014. (healthcare workers union pension funds) (2001 investment companies (5
- present); Vice President - International portfolios) (Sept. 2015 -
Investments Group, American International present)
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
Corporation (government-sponsored issuer of
debt securities) (1988 - 1990); Mortgage
Strategies Group, Shearson Lehman Hutton, Inc.
(investment bank) (1987 - 1988); and Mortgage
Strategies Group, Drexel Burnham Lambert, Ltd.
(investment bank) (1986 - 1987)
------------------------------------------------------------------------------------------------------------------------------------
** Ms. Monchak is a non-voting advisory trustee.
48 Pioneer Core Equity Fund | Annual Report | 12/31/16
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 (54) Since 2014. Serves at Chair, Director, CEO and President of PIM-USA Trustee of Pioneer closed-end
President and Chief the discretion of the (since September 2014); Chair, Director, CEO investment companies (5
Executive Officer Board. and President of Pioneer Investment portfolios) (Sept. 2015 -
Management, Inc. (since September 2014); present)
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 (52) Since 2003. Serves at Vice President and Associate General Counsel None
Secretary and the discretion of the of Pioneer since January 2008; Secretary and
Chief 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 (55) 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 (54) 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; and Counsel of Pioneer from
June 2007 to May 2013
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (57) 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
March 2004 to February 2008; and Assistant
Treasurer of all of the Pioneer Funds from
March 2004 to February 2008
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Core Equity Fund | Annual Report | 12/31/16 49
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
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (51) Since 2000. Serves at Director - Fund Treasury of Pioneer; and None
Assistant Treasurer the discretion of the Assistant Treasurer of all of the Pioneer
Board. Funds
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (58) Since 2002. Serves at Fund Accounting Manager - Fund Treasury of None
Assistant Treasurer the discretion of the Pioneer; and Assistant Treasurer of all of the
Board. Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (37) Since 2009. Serves at Fund Administration Manager - Fund Treasury of None
Assistant Treasurer the discretion of the 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 (64) Since 2010. Serves at Chief Compliance Officer of Pioneer and of all None
Chief Compliance Officer the discretion of the the Pioneer Funds since March 2010; Chief
Board. Compliance Officer of Pioneer Institutional
Asset Management, Inc. since January 2012;
Chief Compliance Officer of Vanderbilt Capital
Advisors, LLC since July 2012: 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 (45) 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
------------------------------------------------------------------------------------------------------------------------------------
50 Pioneer Core Equity Fund | Annual Report | 12/31/16
This page for your notes.
Pioneer Core Equity Fund | Annual Report | 12/31/16 51
This page for your notes.
52 Pioneer Core Equity Fund | Annual Report | 12/31/16
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:
--------------------------------------------------------------------------------
Pioneer Funds
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) 2017 Pioneer Investments 18630-11-0217
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.
The audit fees for the Trust were $23,167
payable to Deloitte & Touche LLP for the year ended
December 31, 2016 and $23,129 for the year ended December 31, 2015.
(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.
There were no audit-related services in 2016 or 2015.
(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.
The tax fees for the Trust were $5,628
payable to Deloitte & Touche LLP for the year ended
December 31, 2016 and $5,600 for the year ended December 31, 2015.
(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.
There were no other fees in 2016 or 2015.
(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 Trust'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 Trust. For the
years ended December 31 2016 and 2015, there were no
services provided to an affiliate that required the
Trust'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 Trust were $5,628
payable to Deloitte & Touche LLP for the year ended
December 31, 2016 and $5,600 for the year ended December 31, 2015.
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees
has considered whether the provision of non-audit
services that were rendered to the Affiliates (as
defined) that were not pre- approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is
compatible with maintaining the principal accountant's
independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrant's audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's business experience during the past 5 years.
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R of Schedule 14(A)
in its definitive proxy statement, or this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust XI
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date March 1, 2017
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 March 1, 2017
By (Signature and Title)* /s/ Mark E. Bradley
Mark E. Bradley, Treasurer & Chief Accounting & Financial Officer
Date March 1, 2017
* Print the name and title of each signing officer under his or her signature.