Pioneer Growth
Opportunities Fund
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Annual Report | December 31, 2012
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Ticker Symbols:
Class A PGOFX
Class B GOFBX
Class C GOFCX
Class R PGRRX
Class Y GROYX
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 24
Notes to Financial Statements 33
Report of Independent Registered Public Accounting Firm 42
Approval of Investment Advisory Agreement 44
Trustees, Officers and Service Providers 48
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 1
President's Letter
Dear Shareowner,
Pioneer has been cautiously optimistic about the U.S. economy from the start of
the year, and the data continues to be encouraging. Employment continues to
rise, albeit slowly, and we believe it should continue to do so in 2013, barring
a negative shock to the system. The housing and auto sectors continue to
recover, benefiting from record-low interest rates. Banks' willingness to lend
to consumers and businesses also continues to rise, broad measures of inflation
remain subdued, and, if the weather improves in 2013, that should help to bring
food prices back down. While corporate profit growth has slowed, many U.S.
companies still have strong balance sheets and continue to display the ability
to both pay and increase dividends*.
While the so-called "fiscal cliff" scheduled to take effect at year-end
dominated the media in December--and while no deal was struck before markets
closed for the year--investors who owned financial assets like equities and
high-yield corporate bonds generally enjoyed good returns in 2012. The Standard
& Poor's 500 Index returned 16% in 2012, and the Bank of America Merrill Lynch
High Yield Master II Index returned 15.6%. Meanwhile, the higher-quality
Barclays Capital Aggregate Bond Index gained 4.2% for the year, the safer-still
Barclays Capital Intermediate Treasuries Index returned 3.9%, and 3-month
Treasury bills, generally regarded as essentially "risk free" by the markets,
returned just 0.1% in 2012.
Despite generally improving economic conditions and positive market returns in
2012, investors still face daunting challenges in the year ahead, although we
remain optimistic that the underlying economic trends are moving in the right
direction. The year-end "fiscal cliff" deal did not eliminate the risk of
further tax increases or spending cuts, nor did it eliminate the risk that the
U.S. could face further downgrades to its credit rating from one or more of the
major ratings agencies. The Federal Reserve Board continues to provide
extraordinary support to the U.S. economy and the bond market, but will not do
so indefinitely. Europe has made progress towards dampening its sovereign-debt
crisis, but has not resolved the problem as yet; the region also was mired in a
recession as 2012 drew to a close. In Asia, Japan continues to struggle with low
economic growth,
* Dividends are not guaranteed.
2 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
deflation, high levels of debt, and an aging population. In the emerging
markets, China and other developing economies, while generally in better shape
than most "developed" markets, also face a range of ongoing challenges.
While most of the risks outlined above are widely recognized and may already be
"priced in" to the market, we believe investors should continue to expect market
volatility tied to these factors.
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. And while diversification alone does not assure a
profit or protect against loss in a declining market, we believe there are still
opportunities for prudent investors to earn attractive returns. Our advice, as
always, is to work closely with a trusted financial advisor to discuss your
goals and work together to develop an investment strategy that meets your
individual needs, keeping in mind that there is no single best strategy that
works for every investor.
In 2013, Pioneer proudly celebrates its 85th anniversary. Since 1928, our
investment teams have sought out attractive opportunities in global equity and
bond markets, using in-depth research to identify undervalued individual
securities, and using thoughtful risk management to construct portfolios which
balance potential risks and reward in an ever-changing world.
We encourage you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
us.pioneerinvestments.com. We greatly appreciate your trust in us, and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These statements should not
be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 3
Portfolio Management Discussion | 12/31/12
In the following interview, Brian Stack discusses the factors that influenced
the performance of Pioneer Growth Opportunities Fund during the 12-month period
ended December 31, 2012. Mr. Stack, senior vice president and portfolio manager
at Pioneer, is responsible for the daily management of the Fund.
Q How did the Fund perform during the 12 months ended December 31, 2012?
A Pioneer Growth Opportunities Fund's Class A shares returned 6.58% at net
asset value during the 12 months ended December 31, 2012, while the Fund's
benchmark, the Russell 2000 Growth Index (the Russell Index), returned
14.59%. During the same period, the average return of the 526 mutual funds
in Lipper's Small Cap Growth Funds category was 13.09%.
Q What were the primary reasons for the Fund's underperformance of the Russell
Index during the 12 months ended December 31, 2012?
A The past fiscal year was a challenging time for us in managing the Fund, as
the stock selection process we employ turned out to be not very well-suited
to the broader market environment which prevailed during the 12-month
period.
We employ a "growth at a reasonable price" (GARP) discipline in managing the
Fund. GARP targets what we believe to be attractively priced companies with
above-average growth potential, defensible business models, solid
competitive positions, and innovative products or other growth drivers that
can prevail even in an uncertain economic environment. The GARP approach did
not work out particularly well for the Fund over the past year, but we still
believe it to be an effective investment approach over the long term.
Within the small-cap space in particular, the 12-month period was
characterized by the outperformance of slower-growing firms with higher
levels of leverage on their balance sheets, while companies with faster-
growing earnings and what we believed to be better overall fundamentals
lagged the overall small-cap market.
Our GARP stock selection process for the Fund was least effective in the
information technology sector during the 12-month period, but the
portfolio's underweight in real estate investment trusts (REITs) also
weighed on benchmark-relative performance, as did not owning some
early-stage biotechnology stocks that benefited from either the release of
positive clinical data or new drug approvals from the Food and Drug
Administration (FDA). Historically, the portfolio has not had significant
exposure to REITs or to early-stage biotechnology stocks, and that
long-standing practice hurt relative performance over the 12-month period.
4 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Q What specific portfolio holdings had the biggest negative effects on the
Fund's performance during the 12 months ended December 31, 2012?
A The individual Fund holding that detracted the most from performance during
the period was Spirit AeroSystems, a manufacturer of commercial fuselages
and wing systems. We purchased the stock based on a vibrant commercial
aerospace cycle and the company's ongoing effort to diversify its customer
base beyond its former parent company, Boeing. During the period, however,
Spirit encountered cost overruns in multiple manufacturing programs, shaking
our confidence in management's control systems. Another underperformer
during the 12-month period was the Fund's position in the mall-based
retailer Express. We liked the company's management and its "test-and-react"
strategy aimed at helping Express stay ahead of fashion trends with its
young-adult customers. Two quarterly earnings disappointments, however,
shook our confidence in the company's strategy. We eliminated both Spirit
AeroSystems and Express from the portfolio before the end of the period.
A position in Questcor Pharmaceuticals likewise detracted from the Fund's
performance during the 12-month period. Questcor is a specialty
pharmaceutical company with a single, fast-growing product (Acthar Gel) that
is used to treat three separate diseases of the central nervous system. Late
in the third quarter of 2012, health insurer Aetna announced that new
prescriptions for Acthar Gel would require explicit prior approval -
potentially restricting future sales growth. We had already sold a large
portion of the Fund's position in Questcor, but the sharp decline in the
stock's price after Aetna's announcement caused the portfolio's remaining
weighting in Questcor to detract meaningfully from performance. We chose to
sell the balance of the Fund's Questcor position, as we believe uncertainty
will continue to have an effect on the company's stock for the foreseeable
future.
Q What sector allocations or individual securities aided the Fund's
performance during the 12 months ended December 31, 2012?
A Health care was home to a number of the Fund's leading performance
contributors during the past year. The top performer in the portfolio within
health care was Catalyst Health Solutions, which was acquired by SXC Health
Solutions. We held on to the Fund's shares in the combined company, which is
now called Catamaran Corporation, and that decision further helped
performance as the stock continued to gain ground following the merger. We
sold the Fund's position in Catamaran late in the fiscal year after the
stock reached our price target.
The portfolio's position in professional staffing provider On Assignment
also posted strong gains during 2012. With so much uncertainty lingering
regarding the general economic outlook, many employers have been
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 5
choosing to hire temporary information technology and health care
professionals rather than staffing open positions with full-time employees,
and that practice has boosted On Assignment's performance.
The Fund also benefited from exceptionally strong stock selection in the
energy sector during the period. One reason for the Fund's strong showing in
the sector was a position in Cabot Oil & Gas. Cabot, a low-cost producer of
natural gas, features the best production growth profile in the industry.
The company has shown the ability to grow, even with the currently depressed
price of natural gas, and we believe it can continue to do so as natural gas
prices slowly improve due to increased demand and limited production growth.
Cabot remains a top holding in the Fund as of year-end.
Q Broadly speaking, how was the Fund positioned as of December 31, 2012?
A Keeping in mind that the Fund's sector weights are a residual effect of our
bottom-up security selection process, energy represented the portfolio's
largest sector overweight relative to the benchmark as of year-end, followed
by health care and materials. The Fund's overweight to energy stemmed mainly
from positions in natural gas stocks. The natural gas industry as a whole
has delivered weak performance in recent years as an unfavorable balance of
supply and demand has weighed on the commodity. If the price of natural gas
begins to recover, however, those companies stand to benefit. We expect that
the longer-term demand for natural gas will be boosted by the development of
an export market for the commodity, and by increased domestic demand from
utilities and U.S. manufacturers.
Consumer stocks, financials, and industrials represented the Fund's largest
sector underweights relative to the Russell Index as of December 31, 2012.
Consumer stocks generally performed very well in 2012, and many stocks in
the group entered 2013 with what we feel are elevated valuations, even as
higher tax rates and continued uncertainty in the job market continue to
threaten future consumer spending levels.
During the second half of the Fund's fiscal year, we reduced the portfolio's
weighting to information technology and also reduced the number of holdings
in companies whose growth potential, in our opinion, may be poorly
understood by investors at the present time. We also reduced the portfolio's
positions in companies that are facing short-term challenges. While the Fund
has, in the past, realized strong performance from ownership of such an
eclectic array of stocks, those types of holdings found little favor in the
market environment that characterized the 12-month period ended December 31,
2012.
Q How would you characterize your outlook as we head into 2013?
A Despite the potential short-term economic and political challenges still
facing the markets, we hold a positive view on the outlook for stocks in
2013. Both home prices and homebuilding activity appear to have found a
bottom, which should contribute to improved consumer sentiment. Our
6 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
optimism about the longer-term outlook for equities is supported by what we
believe are attractive stock valuations relative to other asset classes. We
note that small-cap valuations, while above average, remain well below
recent highs, and that the rate of profit growth for small-cap companies
appears to be accelerating.
We are maintaining our focus on adding value to the Fund through individual
stock selection. While 2012 was a difficult year for the Fund in terms of
benchmark-relative performance, we believe investors will begin looking past
broad, macroeconomic factors and return their focus to individual stock
fundamentals in the year ahead. While it can be difficult to outperform in a
momentum-driven market, we believe, ultimately, that stocks of companies
with consistent earnings and reasonable valuations will be rewarded. We
believe the portfolio is well-positioned to build on its long-term track
record in the months and years ahead.
Note to shareholders: Pioneer's Board of Trustees has approved the
reorganization of Pioneer Select Mid Cap Growth Fund into Pioneer Growth
Opportunities Fund. It is expected that the reorganization will be completed
in April or May 2013. The combined fund will have the same investment
strategies and policies as, and be managed by the management team of,
Pioneer Select Mid Cap Growth Fund (led by Ken Winston, vice president and
portfolio manager at Pioneer). It is anticipated that the performance
history of the combined fund will be that of Pioneer Select Mid Cap Growth
Fund. The combined fund will be named Pioneer Select Mid Cap Growth Fund.
Please refer to the Schedule of Investments on pages 17-23 for a full listing of
Fund securities.
Investments in small companies may offer the potential for higher returns, but
are also subject to greater short-term price fluctuations than larger, more
established companies.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
These risks may increase share price volatility.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These opinions should not
be relied upon for any other purposes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 7
Portfolio Summary | 12/31/12
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 95.1%
International Common Stocks 3.9%
Depository Receipts for International Stocks 1.0%
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]
Health Care 23.1%
Information Technology 20.5%
Industrials 16.4%
Consumer Discretionary 14.5%
Energy 10.8%
Materials 5.9%
Financials 5.2%
Consumer Staples 3.6%
10 Largest Holdings
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(As a percentage of equity holdings)*
1. Cabot Oil & Gas Corp. 2.50%
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2. Jazz Pharmaceuticals Plc 2.11
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3. WR Grace & Co. 1.78
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4. Quidel Corp. 1.76
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5. Salix Pharmaceuticals, Ltd. 1.70
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6. Gartner, Inc. 1.56
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7. On Assignment, Inc. 1.54
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8. Cinemark Holdings, Inc. 1.51
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9. Joy Global, Inc. 1.42
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10. ViroPharma, Inc. 1.42
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* This list excludes temporary cash investments and derivative instruments.
The portfolio is actively managed, and current holdings may be different.
The holdings listed should not be considered recommendations to buy or sell
any security listed.
8 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Prices and Distributions | 12/31/12
Net Asset Value per Share
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Class 12/31/12 12/31/11
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A $28.34 $26.59
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B $23.44 $22.31
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C $23.96 $22.68
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R $28.07 $26.43
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Y $29.51 $27.55
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Distributions per Share: 1/1/12-12/31/12
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Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $ -- $ -- $ --
--------------------------------------------------------------------------------
B $ -- $ -- $ --
--------------------------------------------------------------------------------
C $ -- $ -- $ --
--------------------------------------------------------------------------------
R $ -- $ -- $ --
--------------------------------------------------------------------------------
Y $ -- $ -- $ --
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Index Definition
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The Russell 2000 Growth Index measures the performance of U.S. small-cap growth
stocks. Index returns are calculated monthly, assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses, or sales charges.
It is not possible to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 10-14.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 9
Performance Update | 12/31/12 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 Pioneer Growth Opportunities Fund at public offering price,
compared to that of the Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------------------------
10 Years 7.82% 7.18%
5 Years 2.80 1.59
1 Year 6.58 0.46
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.26%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Growth
Opportunities Fund Russell 2000 Growth Index
12/31/2002 $ 9,425 $ 10,000
12/31/2003 $ 13,537 $ 14,854
12/31/2004 $ 16,546 $ 16,979
12/31/2005 $ 17,301 $ 17,685
12/31/2006 $ 18,128 $ 20,045
12/31/2007 $ 17,422 $ 21,457
12/31/2008 $ 11,256 $ 13,188
12/31/2009 $ 16,097 $ 17,733
12/31/2010 $ 19,252 $ 22,891
12/31/2011 $ 18,765 $ 22,226
12/31/2012 $ 20,000 $ 25,468
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.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class A shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class A shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance shown would be lower.
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 and can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
10 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Performance Update | 12/31/12 Class B Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 6.58% 6.58%
5 Years 1.41 1.41
1 Year 5.07 1.07
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
2.49%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Growth
Opportunities Fund Russell 2000 Growth Index
12/31/2002 $ 10,000 $ 10,000
12/31/2003 $ 14,264 $ 14,854
12/31/2004 $ 17,290 $ 16,979
12/31/2005 $ 17,908 $ 17,685
12/31/2006 $ 18,579 $ 20,045
12/31/2007 $ 17,639 $ 21,457
12/31/2008 $ 11,217 $ 13,188
12/31/2009 $ 15,816 $ 17,733
12/31/2010 $ 18,697 $ 22,891
12/31/2011 $ 18,003 $ 22,226
12/31/2012 $ 18,915 $ 25,468
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). The maximum CDSC is 4% and declines over five years. For more complete
information, please see the prospectus.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class B shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class B shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). If all the expenses of the Fund were
reflected, the performance shown would be lower.
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 and 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 taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 11
Performance Update | 12/31/12 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 6.80% 6.80%
5 Years 1.71 1.71
1 Year 5.64 5.64
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
2.13%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Growth
Opportunities Fund Russell 2000 Growth Index
12/31/2002 $ 10,000 $ 10,000
12/31/2003 $ 14,264 $ 14,854
12/31/2004 $ 17,290 $ 16,979
12/31/2005 $ 17,952 $ 17,685
12/31/2006 $ 18,658 $ 20,045
12/31/2007 $ 17,733 $ 21,457
12/31/2008 $ 11,295 $ 13,188
12/31/2009 $ 15,960 $ 17,733
12/31/2010 $ 18,909 $ 22,891
12/31/2011 $ 18,273 $ 22,226
12/31/2012 $ 19,304 $ 25,468
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class C shares of the Fund for periods prior to December
10, 2004, is based on the performance of the predecessor fund's Class C shares,
which has been restated to reflect differences in any applicable sales charges
(but not differences in expenses). This adjustment has the effect of reducing
the previously reported performance of the predecessor fund. If all the expenses
of the Fund were reflected, the performance shown would be lower.
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 and can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
12 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Performance Update | 12/31/12 Class R Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 7.71% 7.71%
5 Years 2.60 2.60
1 Year 6.21 6.21
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.57%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Growth
Opportunities Fund Russell 2000 Growth Index
12/31/2002 $ 10,000 $ 10,000
12/31/2003 $ 14,367 $ 14,854
12/31/2004 $ 17,560 $ 16,979
12/31/2005 $ 18,362 $ 17,685
12/31/2006 $ 19,239 $ 20,045
12/31/2007 $ 18,489 $ 21,457
12/31/2008 $ 11,946 $ 13,188
12/31/2009 $ 17,076 $ 17,733
12/31/2010 $ 20,372 $ 22,891
12/31/2011 $ 19,795 $ 22,226
12/31/2012 $ 21,023 $ 25,468
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.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance shown for Class R shares for periods prior to December 10, 2004, is
based on the performance of the predecessor fund's Class A shares, which has
been restated to reflect any differences in any applicable sales charges (but
not differences in expenses). This adjustment has the effect of reducing the
previously reported performance of the predecessor fund. If all the expenses of
the Fund were reflected, the performance would be lower than the performance
shown.
Performance shown for periods from December 10, 2004, to the inception of Class
R shares on August 3, 2009, is based on the performance of Pioneer Growth
Opportunities Fund's Class A shares, reduced to reflect the higher distribution
and service fees for Class R shares. Class R 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 and 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.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 13
Performance Update | 12/31/12 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Pioneer Growth Opportunities Fund, compared to that of the
Russell 2000 Growth Index.
Average Annual Total Returns
(As of December 31, 2012)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 8.23% 8.23%
5 Years 3.34 3.34
1 Year 7.12 7.12
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2012)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
0.75%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Growth
Opportunities Fund Russell 2000 Growth Index
12/31/2002 $ 5,000,000 $ 5,000,000
12/31/2003 $ 7,183,265 $ 7,427,171
12/31/2004 $ 8,780,200 $ 8,489,733
12/31/2005 $ 9,189,747 $ 8,842,304
12/31/2006 $ 9,691,337 $ 10,022,351
12/31/2007 $ 9,353,769 $ 10,728,558
12/31/2008 $ 6,074,148 $ 6,593,783
12/31/2009 $ 8,737,658 $ 8,866,571
12/31/2010 $ 10,508,351 $ 11,445,643
12/31/2011 $ 10,291,684 $ 11,112,831
12/31/2012 $ 11,023,869 $ 12,733,924
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.
Pioneer Growth Opportunities Fund acquired the assets and liabilities of
predecessor Safeco Growth Opportunities Fund on December 10, 2004. The
performance for Class Y shares for periods prior to December 10, 2004, is based
on the performance of the predecessor fund's Class A shares, which has been
restated to reflect any differences in any applicable sales charges (but not
differences in expenses). This adjustment has the effect of reducing the
previously reported performance of the predecessor fund. If all the expenses of
the Fund were reflected, the performance shown would be lower.
Performance shown for periods from December 10, 2004, to the inception of Class
Y shares on September 23, 2005, reflects the NAV performance of the Pioneer
Growth Opportunities Fund's Class A shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to Class A
shares. Since fees for Class A shares are generally higher than those of Class Y
shares, the performance for Class Y shares prior to their inception would have
been higher than that shown. Class Y shares are not subject to sales charges and
are available for limited groups of eligible investors, including institutional
investors. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers, Fund performance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
14 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
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 Growth Opportunities Fund
Based on actual returns from July 1, 2012, through December 31, 2012.
--------------------------------------------------------------------------------
Share Class A B C R Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 7/1/12
--------------------------------------------------------------------------------
Ending Account Value $ 990.89 $ 983.71 $ 986.74 $ 989.47 $ 993.32
(after expenses)
on 12/31/12
--------------------------------------------------------------------------------
Expenses Paid $ 6.26 $ 13.36 $ 10.54 $ 8.00 $ 3.81
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.25%, 2.68%,
2.11%, 1.60% and 0.76% for Class A, Class B, Class C, Class R, 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 Growth Opportunities Fund | Annual Report | 12/31/12 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 Growth Opportunities Fund
Based on a hypothetical 5% return per year before expenses, reflecting the
period from July 1, 2012, through December 31, 2012.
--------------------------------------------------------------------------------
Share Class A B C R Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 7/1/12
--------------------------------------------------------------------------------
Ending Account Value $1,018.85 $1,011.66 $1,014.53 $1,017.09 $1,021.32
(after expenses)
on 12/31/12
--------------------------------------------------------------------------------
Expenses Paid $ 6.34 $ 13.55 $ 10.68 $ 8.11 $ 3.86
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.25%, 2.68%,
2.11%, 1.60% and 0.76% for Class A, Class B, Class C, Class R, 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 Growth Opportunities Fund | Annual Report | 12/31/12
Schedule of Investments | 12/31/12
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
COMMON STOCKS -- 99.7%
ENERGY -- 10.9%
Oil & Gas Equipment & Services -- 1.4%
233,384 Basic Energy Services, Inc.* $ 2,662,911
78,900 Dresser-Rand Group, Inc.* 4,429,446
--------------
$ 7,092,357
---------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 8.4%
76,700 Bonanza Creek Energy, Inc.* $ 2,131,493
256,543 Cabot Oil & Gas Corp. 12,760,449
104,300 Cobalt International Energy, Inc.* 2,561,608
329,070 Comstock Resources, Inc.* 4,978,829
541,100 EXCO Resources, Inc.* 3,663,247
158,900 Gulfport Energy Corp.* 6,073,158
251,000 McMoRan Exploration Co.* 4,028,550
123,100 Oasis Petroleum, Inc.* 3,914,580
100,900 Trilogy Energy Corp. 2,957,904
--------------
$ 43,069,818
---------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.5%
69,100 SemGroup Corp.* $ 2,700,428
---------------------------------------------------------------------------------------
Coal & Consumable Fuels -- 0.6%
372,177 Arch Coal, Inc. $ 2,724,336
--------------
Total Energy $ 55,586,939
---------------------------------------------------------------------------------------
MATERIALS -- 6.0%
Commodity Chemicals -- 0.8%
50,000 Westlake Chemical Corp. $ 3,965,000
---------------------------------------------------------------------------------------
Specialty Chemicals -- 3.1%
543,000 Flotek Industries, Inc.* $ 6,624,600
135,300 WR Grace & Co.* 9,096,219
--------------
$ 15,720,819
---------------------------------------------------------------------------------------
Construction Materials -- 2.1%
105,400 Eagle Materials, Inc. $ 6,165,900
91,500 Vulcan Materials Co. 4,762,575
--------------
$ 10,928,475
--------------
Total Materials $ 30,614,294
---------------------------------------------------------------------------------------
CAPITAL GOODS -- 6.5%
Construction & Engineering -- 1.7%
582,600 Great Lakes Dredge & Dock Corp. $ 5,202,618
112,200 KBR, Inc. 3,357,024
--------------
$ 8,559,642
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 17
Schedule of Investments | 12/31/12 (continued)
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 2.4%
114,000 Joy Global, Inc. $ 7,270,920
329,700 The Manitowoc Co., Inc. 5,169,696
--------------
$ 12,440,616
---------------------------------------------------------------------------------------
Industrial Machinery -- 2.4%
105,800 Chart Industries, Inc.* $ 7,053,686
136,280 Kennametal, Inc. 5,451,200
--------------
$ 12,504,886
--------------
Total Capital Goods $ 33,505,144
---------------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES -- 5.0%
Diversified Support Services -- 1.5%
235,600 Mobile Mini, Inc.* $ 4,907,548
283,700 Performant Financial Corp.* 2,865,370
--------------
$ 7,772,918
---------------------------------------------------------------------------------------
Human Resource & Employment Services -- 2.8%
388,485 On Assignment, Inc.* $ 7,878,476
357,200 WageWorks, Inc.* 6,358,160
--------------
$ 14,236,636
---------------------------------------------------------------------------------------
Research & Consulting Services -- 0.7%
42,111 CoStar Group, Inc.* $ 3,763,460
--------------
Total Commercial Services & Supplies $ 25,773,014
---------------------------------------------------------------------------------------
TRANSPORTATION -- 4.9%
Air Freight & Logistics -- 1.1%
303,300 XPO Logistics, Inc.* $ 5,271,354
---------------------------------------------------------------------------------------
Airlines -- 2.6%
108,100 Alaska Air Group, Inc.* $ 4,658,029
48,820 Allegiant Travel Co. 3,583,876
384,200 US Airways Group, Inc.* 5,186,700
--------------
$ 13,428,605
---------------------------------------------------------------------------------------
Trucking -- 1.2%
676,200 Swift Transportation Co.* $ 6,166,944
--------------
Total Transportation $ 24,866,903
---------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 6.4%
Home Furnishings -- 0.8%
152,800 Ethan Allen Interiors, Inc. $ 3,928,488
---------------------------------------------------------------------------------------
Homebuilding -- 0.8%
99,400 Lennar Corp. $ 3,843,798
---------------------------------------------------------------------------------------
Housewares & Specialties -- 0.7%
57,000 Tupperware Brands Corp. $ 3,653,700
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
Apparel, Accessories & Luxury Goods -- 2.9%
53,601 Carter's, Inc.* $ 2,982,896
166,700 G-III Apparel Group, Ltd.* 5,706,141
179,500 Hanesbrands, Inc.* 6,429,690
--------------
$ 15,118,727
---------------------------------------------------------------------------------------
Footwear -- 1.2%
415,956 Crocs, Inc.* $ 5,985,607
--------------
Total Consumer Durables & Apparel $ 32,530,320
---------------------------------------------------------------------------------------
CONSUMER SERVICES -- 2.9%
Casinos & Gaming -- 0.7%
426,600 Scientific Games Corp.* $ 3,698,622
---------------------------------------------------------------------------------------
Leisure Facilities -- 0.8%
63,000 Six Flags Entertainment Corp. $ 3,855,600
---------------------------------------------------------------------------------------
Restaurants -- 0.5%
35,800 Buffalo Wild Wings, Inc.* $ 2,606,956
---------------------------------------------------------------------------------------
Education Services -- 0.9%
204,463 Grand Canyon Education, Inc.* $ 4,798,747
--------------
Total Consumer Services $ 14,959,925
---------------------------------------------------------------------------------------
MEDIA -- 1.5%
Movies & Entertainment -- 1.5%
297,619 Cinemark Holdings, Inc. $ 7,732,142
--------------
Total Media $ 7,732,142
---------------------------------------------------------------------------------------
RETAILING -- 3.7%
Internet Retail -- 0.8%
189,375 HomeAway, Inc.* $ 4,166,250
---------------------------------------------------------------------------------------
Apparel Retail -- 1.4%
94,000 Abercrombie & Fitch Co. $ 4,509,180
106,800 Francesca's Holdings Corp.* 2,772,528
--------------
$ 7,281,708
---------------------------------------------------------------------------------------
Computer & Electronics Retail -- 0.7%
146,900 GameStop Corp. $ 3,685,721
---------------------------------------------------------------------------------------
Specialty Stores -- 0.8%
67,500 Vitamin Shoppe, Inc.* $ 3,871,800
--------------
Total Retailing $ 19,005,479
---------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 0.5%
Food Retail -- 0.5%
145,798 Natural Grocers by Vitamin Cottage, Inc.* $ 2,783,284
--------------
Total Food & Staples Retailing $ 2,783,284
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 19
Schedule of Investments | 12/31/12 (continued)
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 2.6%
Packaged Foods & Meats -- 2.6%
139,000 B&G Foods, Inc. $ 3,935,090
144,200 Flowers Foods, Inc. 3,355,534
149,300 Green Mountain Coffee Roasters, Inc.* 6,175,048
--------------
$ 13,465,672
--------------
Total Food, Beverage & Tobacco $ 13,465,672
---------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 11.8%
Health Care Equipment -- 5.2%
385,053 ABIOMED, Inc.* $ 5,182,813
229,225 Conceptus, Inc.* 4,816,017
271,800 DexCom, Inc.* 3,699,198
44,134 HeartWare International, Inc.* 3,705,049
210,300 Insulet Corp.* 4,462,566
237,300 Masimo Corp. 4,985,673
--------------
$ 26,851,316
---------------------------------------------------------------------------------------
Health Care Supplies -- 4.3%
167,500 Align Technology, Inc.* $ 4,648,125
287,400 Endologix, Inc.* 4,092,576
108,500 Haemonetics Corp.* 4,431,140
480,300 Quidel Corp.* 8,967,201
--------------
$ 22,139,042
---------------------------------------------------------------------------------------
Health Care Facilities -- 1.7%
277,100 Brookdale Senior Living, Inc.* $ 7,016,172
497,452 LCA-Vision, Inc.* 1,417,738
--------------
$ 8,433,910
---------------------------------------------------------------------------------------
Managed Health Care -- 0.6%
57,800 WellCare Health Plans, Inc.* $ 2,814,282
--------------
Total Health Care Equipment & Services $ 60,238,550
---------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES -- 11.3%
Biotechnology -- 5.1%
348,249 Alkermes Plc* $ 6,449,571
121,900 Cubist Pharmaceuticals, Inc.* 5,127,114
382,500 Exact Sciences Corp.* 4,050,675
714,200 Neurocrine Biosciences, Inc.* 5,342,216
566,800 NPS Pharmaceuticals, Inc.* 5,157,880
--------------
$ 26,127,456
---------------------------------------------------------------------------------------
Pharmaceuticals -- 6.2%
374,300 Akorn, Inc.* $ 5,000,648
202,805 Jazz Pharmaceuticals Plc* 10,789,226
214,900 Salix Pharmaceuticals, Ltd.* 8,699,152
The accompanying notes are an integral part of these financial statements.
20 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
Pharmaceuticals -- (continued)
318,100 ViroPharma, Inc.* $ 7,239,956
--------------
$ 31,728,982
--------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 57,856,438
---------------------------------------------------------------------------------------
BANKS -- 1.0%
Regional Banks -- 1.0%
73,600 Signature Bank* $ 5,250,624
--------------
Total Banks $ 5,250,624
---------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 3.7%
Consumer Finance -- 0.7%
69,884 First Cash Financial Services, Inc.* $ 3,467,644
---------------------------------------------------------------------------------------
Asset Management & Custody Banks -- 1.4%
71,100 Financial Engines, Inc.* $ 1,973,025
125,600 Walter Investment Management Corp.* 5,403,312
--------------
$ 7,376,337
---------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 1.6%
520,900 E*TRADE Financial Corp.* $ 4,662,055
111,600 Evercore Partners, Inc. 3,369,204
--------------
$ 8,031,259
--------------
Total Diversified Financials $ 18,875,240
---------------------------------------------------------------------------------------
REAL ESTATE -- 0.5%
Residential REIT -- 0.5%
57,200 American Campus Communities, Inc. $ 2,638,636
--------------
Total Real Estate $ 2,638,636
---------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 15.6%
Internet Software & Services -- 3.6%
288,200 Brightcove, Inc.* $ 2,605,328
256,300 ExactTarget, Inc.* 5,126,000
415,900 SciQuest, Inc.* 6,596,174
244,018 Vocus, Inc.* 4,241,033
--------------
$ 18,568,535
---------------------------------------------------------------------------------------
IT Consulting & Other Services -- 1.6%
172,800 Gartner, Inc.* $ 7,952,256
---------------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 2.0%
73,600 WEX, Inc.* $ 5,547,232
433,200 WNS Holdings, Ltd. (A.D.R.)* 4,513,944
--------------
$ 10,061,176
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 21
Schedule of Investments | 12/31/12 (continued)
---------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------
Application Software -- 7.0%
148,533 Aspen Technology, Inc.* $ 4,105,452
106,500 Guidewire Software, Inc.* 3,165,180
205,900 Nuance Communications, Inc.* 4,595,688
180,400 QLIK Technologies, Inc.* 3,918,288
77,700 Solera Holdings, Inc.* 4,154,619
422,540 Tangoe, Inc.* 5,015,550
200,500 TIBCO Software, Inc.* 4,413,005
292,500 TiVo, Inc.* 3,603,600
30,233 Ultimate Software Group, Inc.* 2,854,298
--------------
$ 35,825,680
---------------------------------------------------------------------------------------
Systems Software -- 1.4%
29,300 CommVault Systems, Inc.* $ 2,042,503
179,340 Fortinet, Inc.* 3,778,694
50,000 Imperva, Inc.* 1,576,500
--------------
$ 7,397,697
--------------
Total Software & Services $ 79,805,344
---------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 1.5%
Communications Equipment -- 1.5%
250,300 Aruba Networks, Inc.* $ 5,193,725
143,500 Procera Networks, Inc.* 2,661,925
--------------
$ 7,855,650
--------------
Total Technology Hardware & Equipment $ 7,855,650
---------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 3.4%
Semiconductors -- 3.4%
487,000 Entropic Communications, Inc.* $ 2,576,230
210,000 Monolithic Power Systems, Inc. 4,678,800
185,300 Semtech Corp.* 5,364,435
243,900 Skyworks Solutions, Inc.* 4,951,170
--------------
$ 17,570,635
--------------
Total Semiconductors & Semiconductor Equipment $ 17,570,635
---------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
---------------------------------------------------------------------------------------
Principal
Amount ($) Value
---------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $442,266,381) $ 510,914,233
---------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 99.7%
(Cost $442,266,381) (a) $ 510,914,233
---------------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 0.3% $ 1,612,215
---------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $ 512,526,448
=======================================================================================
* Non-income producing security.
(A.D.R.) American Depositary Receipt.
REIT Real Estate Investment Trust.
(a) At December 31, 2012, the net unrealized gain on investments based on
cost for federal income tax purposes of $447,494,033 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 76,577,918
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (13,157,718)
--------------
Net unrealized gain $ 63,420,200
==============
Purchases and sales of securities (excluding temporary cash investments) for the
year ended December 31, 2012 aggregated $754,625,993 and $827,470,752,
respectively.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Level 1 - quoted prices in active markets for identical securities.
Level 2 - other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit
risk, etc.) See Notes to Financial Statements -- Note 1A.
Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments) See Notes to
Financial Statements -- Note 1A.
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans as Level 2 and securities valued using fair value methods
(other than prices supplied by independent pricing services) are categorized
as Level 3. See Notes to Financial Statements -- Note 1A.
The following is a summary of the inputs used as of December 31, 2012, in
valuing the Fund's investments:
--------------------------------------------------------------------------------
Level 1 Level Level 3 Total
--------------------------------------------------------------------------------
Common Stocks $510,914,233 $-- $-- $510,914,233
--------------------------------------------------------------------------------
Total $510,914,233 $-- $-- $510,914,233
================================================================================
During the year ended December 31, 2012, there were no transfers between Levels
1, 2 and 3.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 23
Statement of Assets and Liabilities | 12/31/12
ASSETS:
Investment in securities (cost $442,266,381) $510,914,233
Receivables --
Investment securities sold 11,108,684
Fund shares sold 224,265
Dividends 54,683
Prepaid expenses 41,804
--------------------------------------------------------------------------------
Total assets $522,343,669
================================================================================
LIABILITIES:
Payables --
Investment securities purchased $ 8,361,323
Fund shares repurchased 1,126,247
Due to custodian 49,034
Due to affiliates 224,287
Accrued expenses 56,330
--------------------------------------------------------------------------------
Total liabilities $ 9,817,221
================================================================================
NET ASSETS:
Paid-in capital $538,185,336
Accumulated net realized loss on investments
and options contracts (94,306,746)
Net unrealized gain on investments 68,647,852
Net unrealized gain on other assets and liabilities
denominated in foreign currencies 6
--------------------------------------------------------------------------------
Total net assets $512,526,448
================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $419,159,021/14,791,791 shares) $ 28.34
Class B (based on $10,172,422/433,890 shares) $ 23.44
Class C (based on $38,786,084/1,618,962 shares) $ 23.96
Class R (based on $7,626,954/271,742 shares) $ 28.07
Class Y (based on $36,781,967/1,246,587 shares) $ 29.51
MAXIMUM OFFERING PRICE:
Class A (28.34 (divided by) 94.25%) $ 30.07
================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Statement of Operations
For the Year Ended 12/31/12
INVESTMENT INCOME:
Dividends (Net of foreign taxes withheld of $532) $ 2,799,714
Interest 19,508
Income from securities loaned, net 169
------------------------------------------------------------------------------------------------
Total investment income $ 2,819,391
================================================================================================
EXPENSES:
Management fees $ 3,615,988
Transfer agent fees and expenses
Class A 797,321
Class B 95,758
Class C 57,654
Class R 4,302
Class Y 2,429
Distribution fees
Class A 1,131,160
Class B 137,464
Class C 416,202
Class R 44,169
Shareholder communications expense 621,577
Administrative reimbursements 164,468
Custodian fees 31,184
Registration fees 83,593
Professional fees 74,786
Printing expense 14,269
Fees and expenses of nonaffiliated trustees 20,470
Miscellaneous 33,463
------------------------------------------------------------------------------------------------
Total expenses $ 7,346,257
------------------------------------------------------------------------------------------------
Net expenses $ 7,346,257
------------------------------------------------------------------------------------------------
Net investment loss $ (4,526,866)
------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
CLASS ACTIONS AND OPTIONS CONTRACTS:
Net realized gain (loss) on:
Investments $ 26,823,362
Class actions 256,359
Other assets and liabilities denominated in
foreign currencies (2,598)
Written options closed/expired 759,953 $ 27,837,076
------------------------------------------------------------------------------------------------
Change in net unrealized gain on:
Investments $ 12,831,641
Written options (42,050)
Other assets and liabilities denominated in foreign currencies 6 $ 12,789,597
------------------------------------------------------------------------------------------------
Net gain on investments and written options $ 40,626,673
------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 36,099,807
================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 25
Statements of Changes in Net Assets
-------------------------------------------------------------------------------------
Year Ended Year Ended
12/30/12 12/30/11
-------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment loss $ (4,526,866) $ (6,342,457)
Net realized gain on investments and written options 27,837,076 78,782,849
Change in net unrealized gain (loss) on investments 12,789,597 (86,311,577)
-------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $ 36,099,807 $ (13,871,185)
-------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale or exchange of shares $ 31,712,071 $ 52,812,803
Cost of shares repurchased (104,513,213) (133,580,761)
-------------------------------------------------------------------------------------
Net decrease in net assets resulting from
Fund share transactions $ (72,801,142) $ (80,767,958)
-------------------------------------------------------------------------------------
Net decrease in net assets (36,701,335) (94,639,143)
NET ASSETS:
Beginning of year 549,227,783 643,866,926
-------------------------------------------------------------------------------------
End of year $ 512,526,448 $ 549,227,783
=====================================================================================
The accompanying notes are an integral part of these financial statements.
26 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Statements of Changes in Net Assets
-------------------------------------------------------------------------------------
'12 Shares '12 Amount '11 Shares '11 Amount
-------------------------------------------------------------------------------------
Class A
Shares sold 708,741 $ 20,783,882 1,257,632 $ 35,074,021
Less shares repurchased (2,560,512) (73,259,010) (3,157,647) (87,102,644)
-------------------------------------------------------------------------------------
Net decrease (1,851,771) $ (52,475,128) (1,900,015) $ (52,028,623)
=====================================================================================
Class B
Shares exchanged 39,683 $ 960,965 74,049 $ 1,734,440
Less shares repurchased (364,133) (8,904,041) (543,924) (12,672,154)
-------------------------------------------------------------------------------------
Net decrease (324,450) $ (7,943,076) (469,875) $ (10,937,714)
=====================================================================================
Class C
Shares sold 205,091 $ 4,986,075 260,737 $ 6,040,826
Less shares repurchased (414,065) (10,424,788) (530,537) (12,590,565)
-------------------------------------------------------------------------------------
Net decrease (208,974) $ (5,438,714) (269,800) $ (6,549,739)
=====================================================================================
Class R
Shares sold 77,120 $ 2,190,658 211,063 $ 5,754,560
Less shares repurchased (147,185) (4,192,388) (261,747) (7,128,539)
-------------------------------------------------------------------------------------
Net decrease (70,065) $ (2,001,730) (50,684) $ (1,373,979)
=====================================================================================
Class Y
Shares sold 83,947 $ 2,790,491 148,487 $ 4,208,956
Less shares repurchased (262,055) (7,732,986) (484,567) (14,086,859)
-------------------------------------------------------------------------------------
Net decrease (178,108) $ (4,942,495) (336,080) $ (9,877,903)
=====================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 27
Financial Highlights
-----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
-----------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 26.59 $ 27.28 $ 22.81 $ 15.95 $ 25.24
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.23) $ (0.28) $ (0.22) $ (0.07) $ (0.07)
Net realized and unrealized gain (loss) on investments 1.98 (0.41) 4.69 6.93 (8.91)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.75 $ (0.69) $ 4.47 $ 6.86 $ (8.98)
-----------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- -- (0.31)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.75 $ (0.69) $ 4.47 $ 6.86 $ (9.29)
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 28.34 $ 26.59 $ 27.28 $ 22.81 $ 15.95
=============================================================================================================================
Total return* 6.58%(a) (2.53)% 19.60% 43.01% (35.39)%
Ratio of net expenses to average net assets+ 1.25% 1.26% 1.29% 1.35% 1.28%
Ratio of net investment loss to average net assets+ (0.74)% (0.95)% (0.86)% (0.53)% (0.29)%
Portfolio turnover rate 137% 112% 114% 140% 221%
Net assets, end of period (in thousands) $419,159 $442,574 $505,960 $463,880 $171,415
Ratios with no waiver of fees and assumption of expenses by the
Adviser and no reduction for fees paid indirectly:
Net expenses 1.25% 1.26% 1.29% 1.35% 1.28%
Net investment loss (0.74)% (0.95)% (0.86)% (0.53)% (0.29)%
Ratios with waiver of fees and assumption of expenses by
the Adviser and reduction for fees paid indirectly:
Net expenses 1.25% 1.26% 1.29% 1.35% 1.28%
Net investment loss (0.74)% (0.95)% (0.86)% (0.53)% (0.28)%
=============================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
(a) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
6.54%.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 22.31 $ 23.17 $ 19.60 $ 13.90 $ 22.42
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.70) $ (0.66) $ (0.55) $ (0.11) $ (0.39)
Net realized and unrealized gain (loss) on investments 1.83 (0.20) 4.12 5.81 (7.82)
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.13 $ (0.86) $ 3.57 $ 5.70 $ (8.21)
------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- -- (0.31)
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.13 $ (0.86) $ 3.57 $ 5.70 $ (8.52)
------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 23.44 $ 22.31 $ 23.17 $ 19.60 $ 13.90
========================================================================================================================
Total return* 5.07%(a) (3.71)% 18.21% 41.01% (36.41)%
Ratio of net expenses to average net assets+ 2.68% 2.49% 2.45% 2.58% 2.84%
Ratio of net investment loss to average net assets+ (2.21)% (2.19)% (2.03)% (1.54)% (1.86)%
Portfolio turnover rate 137% 112% 114% 140% 221%
Net assets, end of period (in thousands) $10,172 $16,919 $28,464 $40,989 $ 1,153
Ratios with no waiver of fees and assumption of expenses by the
Adviser and no reduction for fees paid indirectly:
Net expenses 2.68% 2.49% 2.45% 2.58% 2.84%
Net investment loss (2.21)% (2.19)% (2.03)% (1.54)% (1.86)%
Ratios with waiver of fees and assumption of expenses by the
Adviser and reduction for fees paid indirectly:
Net expenses 2.68% 2.49% 2.45% 2.58% 2.82%
Net investment loss (2.21)% (2.19)% (2.03)% (1.54)% (1.84)%
========================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
(a) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
5.00%.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 29
Financial Highlights (continued)
---------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
---------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 22.68 $ 23.47 $ 19.81 $ 14.02 $ 22.57
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment loss $ (0.41) $ (0.46) $ (0.42) $ (0.09) $ (0.27)
Net realized and unrealized gain (loss) on investments 1.69 (0.33) 4.08 5.88 (7.97)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.28 $ (0.79) $ 3.66 $ 5.79 $ (8.24)
---------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- -- (0.31)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.28 $ (0.79) $ 3.66 $ 5.79 $ (8.55)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 23.96 $ 22.68 $ 23.47 $ 19.81 $ 14.02
=====================================================================================================================
Total return* 5.64%(a) (3.37)% 18.48% 41.30% (36.30)%
Ratio of net expenses to average net assets+ 2.11% 2.13% 2.26% 2.39% 2.65%
Ratio of net investment loss to average net assets+ (1.60)% (1.82)% (1.83)% (1.33)% (1.64)%
Portfolio turnover rate 137% 112% 114% 140% 221%
Net assets, end of period (in thousands) $38,786 $41,448 $49,239 $49,845 $ 696
Ratios with no waiver of fees and assumption of expenses
by the Adviser and no reduction for fees paid indirectly:
Net expenses 2.11% 2.13% 2.26% 2.39% 2.65%
Net investment loss (1.60)% (1.82)% (1.83)% (1.33)% (1.64)%
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 2.11% 2.13% 2.26% 2.39% 2.64%
Net investment loss (1.60)% (1.82)% (1.83)% (1.33)% (1.63)%
=====================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
(a) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
5.60%.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
----------------------------------------------------------------------------------------------------------
Year Year Year 8/3/09
Ended Ended Ended to
12/31/12 12/31/11 12/31/10 12/31/09 (a)
----------------------------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 26.43 $ 27.20 $ 22.80 $ 20.45
----------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment loss $ (0.36) $ (0.37) $ (0.29) $ (0.04)
Net realized and unrealized gain (loss) on investments 2.00 (0.40) 4.69 2.39
----------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.64 $ (0.77) $ 4.40 $ 2.35
----------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.64 $ (0.77) $ 4.40 $ 2.35
----------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 28.07 $ 26.43 $ 27.20 $ 22.80
==========================================================================================================
Total return* 6.21%(c) (2.83)% 19.30% 11.49%(b)
Ratio of net expenses to average net assets+ 1.60% 1.57% 1.55% 1.58%**
Ratio of net investment loss to average net assets+ (1.10)% (1.25)% (1.12)% (0.49)%**
Portfolio turnover rate 137% 112% 114% 140%**
Net assets, end of period (in thousands) $ 7,627 $ 9,033 $10,677 $10,515
Ratios with reduction for fees paid indirectly:
Net expenses 1.60% 1.57% 1.55% 1.58%**
Net investment loss (1.10)% (1.25)% (1.12)% (0.49)%**
==========================================================================================================
(a) Class R shares were first publicly offered on August 3, 2009.
(b) Not annualized.
(c) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
6.16%.
* 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 each end of each period.
** Annualized.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 31
Financial Highlights (continued)
---------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/12 12/31/11 12/31/10 12/31/09 12/31/08
---------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 27.55 $ 28.13 $ 23.39 $ 16.26 $ 25.59
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations:
Net investment income (loss) $ (0.08) $ (0.14) $ (0.11) $ 0.01(a) $ 0.05
Net realized and unrealized gain (loss) on investments 2.04 (0.44) 4.85 7.13 (9.07)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.96 $ (0.58) $ 4.74 $ 7.13 $ (9.02)
---------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain -- -- -- -- (0.31)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 1.96 $ (0.58) $ 4.74 $ 7.13 $ (9.33)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 29.51 $ 27.55 $ 28.13 $ 23.39 $ 16.26
=====================================================================================================================
Total return* 7.12%(b) (2.06)% 20.26% 43.85% (35.06)%
Ratio of net expenses to average net assets+ 0.76% 0.75% 0.76% 0.77% 0.79%
Ratio of net investment income (loss) to average net assets+ (0.25)% (0.44)% (0.34)% (0.04)% 0.23%
Portfolio turnover rate 137% 112% 114% 140% 221%
Net assets, end of period (in thousands) $36,782 $39,253 $49,527 $82,061 $42,259
Ratios with waiver of fees and assumption of expenses
by the Adviser and reduction for fees paid indirectly:
Net expenses 0.76% 0.75% 0.76% 0.77% 0.79%
Net investment income (loss) (0.25)% (0.44)% (0.34)% 0.04% 0.23%
=====================================================================================================================
* 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.
+ Ratios with no reduction for fees paid indirectly.
(a) The amount shown for share outstanding does not correspond with the net
investment loss on the Statement of Operations for the period due to the
timing of sales and repurchases of shares.
(b) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended December 31, 2012, the total return would have been
7.07%.
The accompanying notes are an integral part of these financial statements.
32 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Notes to Financial Statements | 12/31/12
1. Organization and Significant Accounting Policies
Pioneer Growth Opportunities Fund (the Fund) is one of two series comprising
Pioneer Series Trust II, a Delaware statutory trust. The Fund is registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is growth of capital.
The Fund offers five classes of shares designated as Class A, Class B, Class C,
Class R, and Class Y shares. Class R shares were first publicly offered on
August 3, 2009. Class Y shares were first publicly offered on September 23,
2005. Effective as of the close of business on December 31, 2009, Class B shares
are no longer offered to new or existing shareholders, except that dividends
and/or capital gain distributions may continue to be reinvested in Class B
shares, and shareholders may exchange their Class B shares for Class B shares of
other Pioneer funds, as permitted by existing exchange privileges. Each class of
shares represents an interest in the same portfolio of investments of the Fund
and has identical rights (based on relative net asset values) to assets and
liquidation proceeds. Share classes can bear different rates of class-specific
fees and expenses such as transfer agent and distribution fees. Differences in
class-specific fees and expenses will result in differences in net investment
income and, therefore, the payment of different dividends from net investment
income earned by each class. The Amended and Restated Declaration of Trust of
the Fund gives the Board the flexibility to specify either per share voting or
dollar-weighted voting when submitting matters for shareholder approval. Under
per share voting, each share of a class of the Fund is entitled to one vote.
Under dollar-weighted voting, a shareholder's voting power is determined not by
the number of shares owned, but by the dollar value of the shares on the record
date. Each share class has exclusive voting rights with respect to matters
affecting only that class, including with respect to the distribution plan for
that class. There is no distribution plan for Class Y shares. Class B shares
convert to Class A shares approximately eight years after the date of purchase.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the Fund
to, among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
income, expenses, and gain or loss on investments during the reporting period.
Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 33
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. In computing
the net asset value, securities that have traded on an exchange are valued
at the last sale price on the principal exchange where they are traded.
Securities that have not traded on the date of valuation, or securities for
which sale prices are not available, generally are valued at the mean
between the last bid and asked prices. Short-term fixed income securities
with remaining maturities of sixty days or less generally are valued at
amortized cost. Money market mutual funds are valued at net asset value.
Trading in foreign securities is substantially completed each day at various
times prior to the close of the NYSE. The values of such securities used in
computing the net asset value of the Fund's shares are determined as of such
times.
Securities for which market prices and/or quotations are not readily
available or are considered to be unreliable are valued by or at the
direction or with the approval of the Valuation Committee using fair value
methods pursuant to procedures adopted by the Board of Trustees. The
Valuation Committee is comprised of certain members of the Board of
Trustees. The Fund may use fair value methods if it is determined that a
significant event has occurred after the close of the exchange or market on
which the security trades and prior to the determination of the Fund's net
asset value. Examples of a significant event might include political or
economic news, corporate restructurings, natural disasters, terrorist
activity or trading halts. Thus, the valuation of the Fund's securities may
differ significantly from exchange prices and such differences could be
material. Pioneer Investment Management, Inc. (PIM) 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.
At December 31, 2012, there were no securities that were valued using fair
value methods (other than prices supplied by independent pricing services).
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.
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.
34 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually received.
Further, the effects of changes in foreign currency exchange rates on
investments are not segregated in the statement of operations from the
effects of changes in market price of those securities but are included with
the net realized and unrealized gain or loss on investments.
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no provision for federal taxes is required. As of
December 31, 2012, the Fund did not have any interest and penalties related
to uncertain tax positions, which, if applicable, would be recorded as an
income tax expense on the Statement of Operations. Tax years for the prior
three fiscal years remain subject to examination by federal and state tax
authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences. At
December 31, 2012, the Fund reclassified $4,529,464 to decrease paid-in
capital, $4,526,866 to decrease net investment loss, and $2,598 to decrease
accumulated net realized loss on investments to reflect permanent book/tax
differences. These adjustments have no impact on net assets or the results
of operations.
At December 31, 2012, the Fund had a net capital loss carryforward of
$89,079,094, of which, the following amounts will expire between 2016 and
2017 if not utilized: $61,681,654 in 2016 and $27,397,440 in 2017.
There were no distributions paid during the years ended December 31, 2012
and December 31, 2011.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 35
The following shows the components of accumulated losses on a federal income
tax basis at December 31, 2012:
----------------------------------------------------------------------------
2012
----------------------------------------------------------------------------
Accumulated losses:
Capital loss carryforward $(89,079,094)
Unrealized appreciation 63,420,206
----------------------------------------------------------------------------
Total $(25,658,888)
============================================================================
The difference between book basis and tax basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit),
earned $16,950 in underwriting commissions on the sale of Class A shares
during the year ended December 31, 2012.
E. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day. During the year ended December 31, 2012. The Fund recognized
gains of $256,359 in settlement of class action lawsuits from several
different companies, as reflected on the Statement of Operations.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B, Class C and Class R shares of the Fund,
respectively (see Note 4). Class Y shares do not pay distribution fees. All
expenses and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services are allocated among the
classes of shares based on the number of accounts in each class and the
ratable allocation of related out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class B, Class C, Class R and Class
Y shares can reflect different transfer agent and distribution expense
rates.
36 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
F. Risks
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Fund more
susceptible to any economic, political, or regulatory developments or other
risks affecting 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.
G. Securities Lending
The Fund may lend securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a securities loan
transaction, the Fund typically receives cash collateral from the borrower
equal to at least the value of the securities loaned, which is invested in
temporary investments. Credit Suisse AG, New York Branch, as the Fund's
securities lending agent, manages the Fund's securities lending collateral.
The income earned on the investment of collateral is shared with the
borrower and the lending agent in payment of any rebate due to the borrower
with respect to the securities loan, and in compensation for the lending
agent's services to the Fund. The Fund also continues to receive payments in
lieu of dividends or interest on the securities loaned. Gain or loss on the
value of the loaned securities that may occur during the term of the loan
will be for the account of the Fund. The amount of the collateral is
required to be adjusted daily to reflect any price fluctuation in the value
of the loaned securities. If the required market value of the collateral is
less than the value of the loaned securities, the borrower is required to
deliver additional collateral for the account of the Fund prior to the close
of business on that day. The Fund has the right, under the lending
agreement, to terminate the loan and recover the securities from the
borrower with prior notice. The Fund is required to return the cash
collateral to the borrower and could suffer a loss if the value of the
collateral, as invested, has declined. As of May 8, 2012 the Fund has ended
its involvement with the securities lending program.
H. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value of
the underlying securities (collateral), including accrued interest, is
required to be equal to or in excess of the repurchase price. The collateral
for all repurchase agreements is held in safekeeping in the customer-only
account of the Fund's custodian or a subcustodian of the Fund. PIM is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 37
I. Option Writing
The Fund may buy and sell put and call options, or write put and covered
call options on portfolio securities in order to produce incremental earning
or protect against changes in the value of portfolio securities. The Fund
generally purchases put options or writes covered call options to hedge
against adverse movements in the value of portfolio holdings. When an option
is written, the Fund receives a premium and becomes obligated to sell or
purchase the underlying security at a fixed price, upon the exercise of the
option. When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently adjusted
to the current value of the option written. Premiums received from writing
options that expire unexercised are treated by the Fund on the expiration
date as realized gains from investments. The difference between the premium
and the amount paid on effecting a closing purchase transaction, including
brokerage commissions, is also treated as a realized gain, or, if the
premium is less than the amount paid for the closing purchase transaction,
as a realized loss. If a call option is exercised, the premium is added to
the proceeds from the sale of the underlying security in determining whether
the Fund has realized a gain or loss. The Fund as writer of an option bears
the market risk of an unfavorable change in the price of the security
underlying the written option.
Transactions in written call options for the year ended December 31, 2012
are summarized as follows:
----------------------------------------------------------------------------
Number of Premiums
Contracts Received
----------------------------------------------------------------------------
Options outstanding at beginning of year 829 $ 131,222
Options opened 7,347 957,791
Options exercised (2,695) (535,964)
Options closed (416) (57,562)
Options expired (5,065) (495,487)
----------------------------------------------------------------------------
Options outstanding at end of year -- $ --
============================================================================
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. Management fees are calculated daily at the annual rate of 0.65% 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.
38 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $48,336 in management fees, administrative costs and certain
other reimbursements payable to PIM at December 31, 2012.
Effective March 5, 2012, PIM has retained Brown Brothers Harriman & Co. to
provide certain sub-administration and accounting services to the Fund.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts.
For the year ended December 31, 2012 such out-of-pocket expenses by class of
shares were as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $447,336
Class B 34,957
Class C 101,038
Class R 28,719
Class Y 9,527
--------------------------------------------------------------------------------
Total $621,577
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $159,016 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at December 31, 2012.
4. Distribution and Service Plans
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B, Class C and
Class R shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average
daily net assets attributable to Class A shares as compensation for personal
services and/or account maintenance services or distribution services with
regard to Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of
the average daily net assets attributable to Class B and Class C shares. The fee
for Class B and Class C shares consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 39
and Class C shares. Pursuant to the Plan, the Fund further pays PFD 0.50% of the
average daily net assets attributable to Class R shares for distribution
services. Included in "Due to affiliates" reflected on the Statement of Assets
and Liabilities is $16,935 in distribution fees payable to PFD at December 31,
2012.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay securities dealers, plan
administrators or other service organizations that agree to provide certain
services to retirement plans or plan participants holding shares of the Fund a
service fee of up to 0.25% of the Fund's average daily net assets attributable
to Class R shares held by such plans.
In addition, redemptions of each class of shares (except Class R and Class Y
shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of
1.00% may be imposed on redemptions of certain net asset value purchases of
Class A shares within 12 months of purchase. Class B shares that are redeemed
within five years of purchase are subject to a CDSC at declining rates beginning
at 4.00%, based on the lower of cost or market value of shares being redeemed.
Redemptions of Class C shares within one year of purchase are subject to a CDSC
of 1.00%, based on the lower of cost or market value of shares being redeemed.
Shares purchased as part of an exchange remain subject to any CDSC that applied
to the original purchase of those shares. There is no CDSC for Class R or Class
Y shares. Proceeds from the CDSCs are paid to PFD. For the year ended December
31, 2012, CDSCs in the amount of $11,025 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses, due to interest earned
on cash held by PIMSS. For the year ended December 31, 2012, the Fund's expenses
were not reduced under such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a committed, unsecured revolving line of credit
facility. Borrowings are used solely for temporary or emergency purposes. The
Fund 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 January 20, 2012 was in the amount of $165
million. Under such facility, interest on borrowings was payable at the higher
of the London Interbank Offered Rate (LIBOR) on the borrowing date plus 1.25% on
an annualized basis or the Federal Funds Rate on the borrowing date plus 1.25%
on an annualized basis. The credit facility in effect as of February 15, 2012 is
in the amount of $215 million. Under such facility, depending on the type of
loan, interest on borrowings is payable at LIBOR plus 0.90% on an
40 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
annualized basis, or the Alternate Base Rate, which is the greater of (a) the
facility's administrative agent's daily announced prime rate on the borrowing
date, (b) 2% plus the Federal Funds Rate on the borrowing date and (c) 2% plus
the overnight Euro dollar rate on the borrowing date. The Funds pay an annual
commitment fee to participate in a credit facility. The commitment fee is
allocated among participating Funds based on an allocation schedule set forth in
the credit agreement. For the year ended December 31, 2012, the Fund had no
borrowings under a credit facility.
7. Additional Disclosures about Derivative Instruments and Hedging Activities
The effect of derivative instruments on the Statement of Operations for the year
ended December 31, 2012 was as follows:
---------------------------------------------------------------------------------------------------
Derivatives Not Change in
Accounted for as Realized Unrealized
Hedging Instruments Gain on Gain or (Loss)
Under Accounting Location of Gain or (Loss) Derivatives on Derivatives
Standards Codification on Derivatives Recognized Recognized Recognized
(ASC) 815 in Income in Income in Income
---------------------------------------------------------------------------------------------------
Equity Contracts -- Options Net realized gain on written options
closed/expired $759,953
Equity Contracts -- Options Change in net unrealized gain on
written options $(42,050)
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 41
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust II and Shareowners of Pioneer
Growth Opportunities Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Growth Opportunities Fund (one of the
series comprising Pioneer Series Trust II (the "Trust")) as of December 31,
2012, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated
therein. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Trust's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Trust's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of December 31, 2012, by correspondence with the custodian
and brokers or by other appropriate auditing procedures where replies from
brokers were not received. 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 Growth Opportunities Fund of Pioneer Series Trust II at December 31,
2012, 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 financial
highlights for each of the periods indicated therein, in conformity with U.S.
generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 25, 2013
42 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Additional Information (unaudited)
Subsequent Event
The Board of Trustees of Pioneer Growth Opportunities Fund has approved
certain changes to the Fund's investment objective, strategies and portfolio
management. The changes are effective as of May 1, 2013. The Portfolio will be
renamed Pioneer Select Mid Cap Growth Fund.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 43
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Growth Opportunities 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 March 2012 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the process.
In July 2012, the Trustees approved the format of the contract review materials
and submitted their formal request to PIM to furnish information necessary to
evaluate the terms of the investment advisory agreement. The contract review
materials were provided to the Trustees in July 2012 and September 2012. After
reviewing and discussing the materials, the Trustees submitted a request for
additional information to PIM, and materials were provided in response to this
request. Meetings of the Independent Trustees of the Fund were held in July,
September, October, and November, 2012 to review and discuss the contract review
materials. In addition, the Trustees took into account the information related
to the Fund provided to the Trustees at each regularly scheduled meeting.
At a meeting held on November 13, 2012, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Fund, its research process and its process for trade execution. The Trustees
considered the resources of PIM and the personnel of PIM who provide investment
management services to 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.
44 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
The Trustees also considered the substantial attention and high priority given
by PIM's senior management to the Pioneer fund complex. In addition, the
Trustees considered PIM's plans to increase resources in its investment
management function and other enhancements to PIM's advisory capabilities.
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
The Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
performance of its peer group of funds as classified by Morningstar, Inc.
(Morningstar), an independent provider of investment company data, and with the
performance of the Fund's benchmark index. The Trustees considered that the
Fund's annualized total return was in the third quintile of its Morningstar
category for the one and five year periods ended June 30, 2012, and in the fifth
quintile of its Morningstar category for the three year period ended June 30,
2012. (In all quintile rankings referred to throughout this disclosure, first
quintile is most favorable to the Fund's shareowners. Thus, highest relative
performance would be first quintile and lowest relative expenses would also be
first quintile.) The Trustees considered reasons for the underperformance of the
Fund relative to its peer group and the steps recently taken by PIM in an effort
to improve the performance of the Fund. The Trustees agreed that they would
continue to closely monitor the Fund's performance.
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 Trust Research
and Consulting, LLC (Strategic Insight), an independent third party.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 45
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2012 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 noted that there were no breakpoints in the Fund's management fee
schedule and considered information that showed that the current fee for the
Fund would remain competitive at higher asset levels. The Trustees also
considered that the Fund's expense ratio for the twelve months ended June 30,
2012 was in the first quintile relative to its Strategic Insight peer group for
the comparable period.
The Trustees reviewed gross and net management fees charged by PIM to its
institutional and other clients, including publicly offered European funds, 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 to its other clients and considered the
differences in management fees and profit margins for PIM's Fund and non-Fund
services. In evaluating the fees associated with PIM'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 the other client accounts. The Trustees
concluded that the management fee payable by the Fund to PIM was reasonable in
relation to the nature and quality of the services provided by PIM.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Fund in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors,
46 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
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, rarely
identifiable on a Fund-by-Fund basis, 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 Funds. 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 particularly, for example during the recent difficult
periods for financial markets, as the level of services was maintained
notwithstanding a significant decline in PIM's fee revenues from the Funds.
Accordingly, the Trustees concluded that economies of scale, if any, were being
appropriately shared with the Fund.
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. The Trustees
also considered the benefits to the Fund and to PIM and its affiliates from the
use of "soft" commission dollars generated by the Fund to pay for research and
brokerage services. The Trustees considered the intangible benefits to PIM by
virtue of its relationship with the Fund and the other Pioneer funds. The
Trustees concluded that the receipt of these benefits was reasonable in the
context of the overall relationship between PIM and the Fund.
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 Growth Opportunities Fund | Annual Report | 12/31/12 47
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at us.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Fund's Trustees and Officers are listed on the following pages, 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 56 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.
48 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
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 (62) Trustee since 2006. Chairman and Chief Executive Officer, Director, Broadridge
Chairman of the Board and Serves until a successor Quadriserv, Inc. (technology products Financial Solutions, Inc.
Trustee trustee is elected or for securities lending industry) (2008 - (investor communications and
earlier retirement or present); private investor (2004 - securities processing
removal. 2008); and Senior Executive Vice provider for financial
President, The Bank of New York services industry) (2009 -
(financial and securities services) present); Director,
(1986 - 2004) Quadriserv, Inc. (2005 -
present); and Commissioner,
New Jersey State Civil
Service Commission (2011 -
present)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (69) Trustee since 2005. Managing Partner, Federal City Capital Director of Enterprise
Trustee Serves until a successor Advisors (corporate advisory services Community Investment, Inc.
trustee is elected or company) (1997 - 2004 and 2008 - (privately-held affordable
earlier retirement or present); Interim Chief Executive housing finance company)
removal. Officer, Oxford Analytica, Inc. (1985 - 2010); Director of
(privately held research and consulting Oxford Analytica, Inc. (2008
company) (2010); Executive Vice - present); Director of The
President and Chief Financial Officer, Swiss Helvetia Fund, Inc.
I-trax, Inc. (publicly traded health (closed-end fund) (2010 -
care services company) (2004 - 2007); present); and Director of
and Executive Vice President and Chief New York Mortgage Trust
Financial Officer, Pedestal Inc. (publicly traded mortgage
(internet-based mortgage trading REIT) (2004 - 2009, 2012 -
company) (2000 - 2002) present)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (68) Trustee since 2008. William Joseph Maier Professor of Trustee, Mellon
Trustee Serves until a successor Political Economy, Harvard University Institutional Funds
trustee is elected or (1972 - present) Investment Trust and Mellon
earlier retirement or Institutional Funds Master
removal. Portfolio (oversaw 17
portfolios in fund complex)
(1989-2008)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 49
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 (65) Trustee since 2004. Founding Director, Vice President and None
Trustee Serves until a successor Corporate Secretary, The Winthrop Group,
trustee is elected or Inc. (consulting firm) (1982-present);
earlier retirement or Desautels Faculty of Management, McGill
removal. University (1999 - present); and Manager
of Research Operations and
Organizational Learning, Xerox PARC,
Xerox's advance research center
(1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (64) Trustee since 2004. President and Chief Executive Officer, Director of New America High
Trustee Serves until a successor Newbury, Piret & Company, Inc. Income Fund, Inc.
trustee is elected or (investment banking firm) (1981 - (closed-end investment
earlier retirement or present) company) (2004 - present);
removal. and member, Board of
Governors, Investment
Company Institute (2000 -
2006)
------------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (84) Trustee since 2008. Senior Counsel, Sullivan & Cromwell LLP Director, The Swiss Helvetia
Trustee Serves until a successor (law firm) (1998 - present); and Fund, Inc. (closed-end
trustee is elected or Partner, Sullivan & Cromwell LLP (prior investment company); and
earlier retirement or to 1998) Director, Invesco, Ltd.
removal. (formerly AMVESCAP, PLC)
(investment manager)
(1997-2005)
------------------------------------------------------------------------------------------------------------------------------------
50 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
Interested Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (86)* Trustee since 2004. Non-Executive Chairman and a director of None
Trustee, President and Serves until a successor Pioneer Investment Management USA Inc.
Chief Executive Officer of trustee is elected or ("PIM-USA"); Chairman and a director of
the Fund earlier retirement or Pioneer; Chairman and Director of
removal. Pioneer Institutional Asset Management,
Inc. (since 2006); Director of Pioneer
Alternative Investment Management
Limited (Dublin) (until October 2011);
President and a director of Pioneer
Alternative Investment Management
(Bermuda) Limited and affiliated funds;
Deputy Chairman and a director of
Pioneer Global Asset Management S.p.A.
("PGAM") (until April 2010); Director of
Nano-C, Inc. (since 2003); Director of
Cole Management Inc. (2004 - 2011);
Director of Fiduciary Counseling, Inc.
(until December 2011); President of all
of the Pioneer Funds; and Retired
Partner, Wilmer Cutler Pickering Hale
and Dorr LLP
------------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (54)* Trustee since 2007. Director, CEO and President of PIM-USA None
Trustee and Executive Vice Serves until a successor (since February 2007); Director and
President trustee is elected or President of Pioneer and Pioneer
earlier retirement or Institutional Asset Management, Inc.
removal. (since February 2007); Executive Vice
President of all of the Pioneer Funds
(since March 2007); Director of PGAM
(2007 - 2010); Head of New Europe
Division, PGAM (2000 - 2005); Head of
New Markets Division, PGAM (2005 - 2007)
------------------------------------------------------------------------------------------------------------------------------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are
officers or directors of the Fund's investment adviser and certain of its
affiliates.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 51
Fund Officers
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (48) Since 2004. Serves at the Vice President and Associate General None
Secretary discretion of the Board. Counsel of Pioneer since January 2008
and Secretary 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 (51) Since 2010. Serves at the Fund Governance Director of Pioneer None
Assistant Secretary discretion of the Board. since December 2006 and Assistant
Secretary of all 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 (50) Since 2010. Serves at the Counsel of Pioneer since June 2007 and None
Assistant Secretary discretion of the Board. Assistant Secretary of all the Pioneer
Funds since June 2010; and Vice
President and Counsel at State Street
Bank from October 2004 to June 2007
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (53) Since 2008. Serves at the Vice President - Fund Treasury of None
Treasurer and Chief discretion of the Board. Pioneer; Treasurer of all of the Pioneer
Financial and Accounting Funds since March 2008; Deputy Treasurer
Officer of the Fund of Pioneer from March 2004 to February
2008; and Assistant Treasurer of all of
the Pioneer Funds from March 2004 to
February 2008
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (47) Since 2004. Serves at the Assistant Vice President - Fund Treasury None
Assistant Treasurer discretion of the Board. of Pioneer; and Assistant Treasurer of
all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (54) Since 2004. Serves at the Fund Accounting Manager - Fund Treasury None
Assistant Treasurer discretion of the Board. of Pioneer; and Assistant Treasurer of
all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
52 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (33) Since 2009. Serves at the Fund Administration Manager - Fund None
Assistant Treasurer discretion of the Board. Treasury of Pioneer since November 2008;
Assistant 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 (60) Since 2010. Serves at the Chief Compliance Officer of Pioneer and None
Chief Compliance Officer discretion of the Board. of all the Pioneer Funds since March
2010; 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
------------------------------------------------------------------------------------------------------------------------------------
Kelley O'Donnell (41) Since 2006. Serves at the Director--Transfer Agency Compliance of None
Anti-Money Laundering discretion of the Board. Pioneer and Anti-Money Laundering
Officer Officer of all the Pioneer Funds since
2006
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 53
This page for your notes.
54 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 55
This page for your notes.
56 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 57
This page for your notes.
58 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
This page for your notes.
Pioneer Growth Opportunities Fund | Annual Report | 12/31/12 59
This page for your notes.
60 Pioneer Growth Opportunities Fund | Annual Report | 12/31/12
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
--------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Write to us:
--------------------------------------------------------------------------------
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: us.pioneerinvestments.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.