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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-07318
Pioneer Series Trust VIII
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: November 30
Date of reporting period: December 1, 2013 through November 30, 2014
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
Pioneer International
Value Fund
--------------------------------------------------------------------------------
Annual Report | November 30, 2014
--------------------------------------------------------------------------------
Ticker Symbols:
Class A PIIFX
Class C PCITX
Class Y INVYX
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
President's Letter 2
Portfolio Management Discussion 4
Portfolio Summary 10
Prices and Distributions 11
Performance Update 12
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 24
Notes to Financial Statements 31
Report of Independent Registered Public Accounting Firm 44
Approval of Investment Advisory Agreement 45
Trustees, Officers and Service Providers 50
Pioneer International Value Fund | Annual Report | 11/30/14 1
President's Letter
Today's market environment presents numerous opportunities as well as challenges
for investors. A disparate global economic landscape has formed, with the U.S.
facing prospects for continued growth, while questions abound regarding the
outlook for other regions. Employment, household income, and corporate profits
have been rising in the U.S. and inflation pressures remain low. However, many
countries across Europe as well as Japan face muted growth. In addition, a
variety of factors have clouded the outlook for countries such as Russia and
Brazil and China's investment-driven economy continues to slow.
Monetary policies of major central banks are diverging, reflecting different
economic conditions. With the U.S. economy no longer in need of extraordinary
stimulus, the Federal Reserve Board may be closer to raising short-term interest
rates. Conversely, the European Central Bank and the Bank of Japan are likely to
be adding, not removing, stimulus.
While we anticipate continued growth for the U.S., the outlook is far from
certain, nor is the outlook for other regions necessarily dire. It remains to
be seen how weakness outside the U.S. will affect global growth and whether
easing monetary policies in other regions will spur an economic recovery.
While these economic conditions may lead to increasing volatility in 2015, we
believe the opportunity for investors to earn attractive returns will persist.
However, in an environment where interest rates remain low and equity valuations
have been buoyed by an extended bull market, we believe it is imperative
investors adhere to a disciplined investment approach that is consistent with
one's goals and objectives, being mindful of the tradeoff between risk and
return.
Since 1928 Pioneer's investment professionals have been focused on identifying
and capitalizing on investment opportunities that present themselves in a
variety of ever changing market conditions, including those we face today. We
seek returns consistent with our strategies' stated style and
2 Pioneer International Value Fund | Annual Report | 11/30/14
objectives and consistent with our shareholders' expectations, regardless of
market conditions. We believe our shareowners benefit from the experience and
tenure of our investment teams, the insights generated from extensive research
resources and a commitment to prudent risk management designed to mitigate
downside and preserve returns over time.
We encourage you to work with your financial advisor to develop an overall
investment plan that addresses both your short- and long-term goals, and to
implement such a plan in a disciplined manner, as we do when deploying
strategies on behalf of our shareowners.
We greatly appreciate your trust in us in the past and look forward to
continuing to serve you in the future.
Sincerely,
/s/ Lisa M. Jones
Lisa M. Jones
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These statements should not
be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer International Value Fund | Annual Report | 11/30/14 3
Portfolio Management Discussion | 11/30/14
In the follow interview, Madelynn Matlock discusses the market environment for
international equities and the factors that influenced the performance of
Pioneer International Value Fund during the 12-month period ended November 30,
2014. Ms. Matlock, a senior vice president and a portfolio manager at Pioneer,
Marco Pirondini, Head of Equities, U.S., and a portfolio manager at Pioneer, and
Andrea Salvatori, Head of Global Emerging Markets & Latin American Equities,
Head of Emerging Market Equity Research, and a senior portfolio manager at
Pioneer based in Pioneer's London office, are responsible for the day-to-day
management of the Fund.
Q How would you characterize the investment environment for international
equities during the 12-month period ended November 30, 2014?
A Up until September 2014, the investment environment was marked by a
continuation of the themes that we had witnessed during the first half of
the Fund's fiscal year: low interest rates, signs of improving global
economic growth, and accommodative policies of the world's central banks
that injected massive amounts of liquidity into the capital markets. In the
third quarter, however, economic growth in Japan and the euro zone slowed.
At the same time, economic data also indicated a slowdown in China as well
as in a number of other emerging economies, many of which appeared to be
weakening rapidly. Finally, geopolitical conflicts and concerns continued to
multiply over the final months of the 12-month reporting period,
particularly in the Middle East. One bright spot for consumers and many
businesses was the dramatic slide in oil prices, but that, too, came with a
caveat. With crude prices approaching their lowest levels since 2009 in the
weeks following the close of the Fund's annual reporting period, the
negative fallout in the oil-revenue-dependent emerging markets further
clouded the international investment picture.
Against this backdrop, international stocks lagged U.S. stocks during the
full 12-month period. Within international equity markets, Europe
outperformed the Pacific Rim and the developed markets outpaced the
4 Pioneer International Value Fund | Annual Report | 11/30/14
developing markets. From a sector perspective, information technology,
health care, and utilities were the best-performing sectors over the full 12
months.
Q How did the Fund perform against that backdrop during the 12-month period
ended November 30, 2014?
A Pioneer International Value Fund's Class A shares returned 1.55% at net
asset value during the 12-month period ended November 30, 2014, while the
Fund's benchmark, the Morgan Stanley Capital International (MSCI) Europe,
Australasia, Far East (EAFE) ND Index (the MSCI Index)(1), returned -0.02%.
During the same period, the average return of the 395 mutual funds in
Lipper's International Multi-Cap Core Funds category was 0.21%, and the
average return of the 760 mutual funds in Morningstar's Foreign Large Blend
Funds category was 0.02%.
Q What was the main reason behind the Fund's outperformance relative to the
MSCI Index benchmark during the 12-month period ended November 30, 2014?
A Positive stock selection results drove the Fund's performance relative to
the benchmark. Particularly helpful was the fact that the portfolio owned
the stocks of certain companies that were not part of the MSCI Index, and
which performed well during the period. These included MediaTek and Tata
Motors. MediaTek, a Taiwanese semiconductor company, rallied during the
period due to a positive response to its new chip design that has been
incorporated into mobile phones. Tata Motors, a multinational automotive
manufacturer based in India, saw rising demand primarily from China for its
luxury automobiles, which include such premier brands as Jaguar and Land
Rover.
(1) The MSCI information may only be used for your internal use, may not be
reproduced or redisseminated in any form and may not be used as a basis for
or a component of any financial instruments or products or indices. None of
the MSCI information is intended to constitute investment advice or a
recommendation to make (or refrain from making) any kind of investment
decision and may not be relied on as such. Historical data and analysis
should not be taken as an indication or guarantee of any future performance
analysis, forecast or prediction. The MSCI information is provided on an "as
is" basis and the user of this information assumes the entire risk of any
use made of this information. MSCI, each of its affiliates and each other
person involved in or related to compiling, computing or creating any MSCI
information (collectively, the "MSCI Parties") expressly disclaims all
warranties (including, without limitation, any warranties of originality,
accuracy, completeness, timeliness, non-infringement, merchantability and
fitness for a particular purpose) with respect to this information. Without
limiting any of the foregoing, in no event shall any MSCI Party have any
liability for any direct, indirect, special, incidental, punitive,
consequential (including, without limitation, lost profits) or any other
damages.
Pioneer International Value Fund | Annual Report | 11/30/14 5
Q What other investment strategies contributed to the Fund's positive results
during the 12-month period ended November 30, 2014?
A The Fund benefitted from its positioning in the pharmaceutical, technology,
financials, and consumer staples industries. Within the pharmaceutical
industry, the U.K. drug maker AstraZeneca, one of the portfolio's largest
holdings, saw its stock rise on speculation of a takeover bid by Pfizer. The
two companies were still in talks at the close of the reporting period. The
Fund's investment in Shire, a specialty biopharmaceutical firm, also rose
during the period on speculation of a potential takeover.
Among the portfolio's technology holdings, investments in Japan were
rewarding for benchmark-relative results. The software firm Fujitsu
benefitted from management's restructuring efforts aimed at achieving the
company's growth strategy. These efforts included streamlining the company's
operations and expanding investment in new domains. Also in Japan, the
Fund's investment in Hoya, the global optics leader, boosted results. Hoya
develops advanced optics technologies in the fields of information
technology, eye care, medical, and imaging systems. In an effort to reduce
operating costs, Hoya's management implemented a strategic transition to a
private cloud environment, thereby eliminating the need for expensive
computer upgrades.
While the Fund basically holds a benchmark-level weighting in financials - a
prudent strategy given the challenges facing the sector - our decision to
focus more on insurance and real estate investments, particularly in Europe
and Australia, aided benchmark-relative performance in financials. The
Fund's investments in Wereldhave, General Re, Gagfah, and Hibernia aided
returns during the period.
In the consumer staples area, the portfolio's position in Suntory Beverage &
Food also aided returns. The company, a distributor of non-alcoholic
beverages and food, selling such notable brands as Pepsi, Orangina and
Schweppes, is a spin-off from Suntory Group. Suntory's sales volume growth
in Japan has increased steadily over the years, accounting for more than
half of its sales, and the company's overseas business is expanding rapidly
through aggressive mergers and acquisitions. With the global soft drink
market growing at a fast pace, mostly in the emerging markets, we believe
Suntory is in a good position to capitalize on that trend.
6 Pioneer International Value Fund | Annual Report | 11/30/14
Q Which of your investment strategies detracted the most from the Fund's
performance during the 12-month period ended November 30, 3014?
A Energy stocks were among the poorest performers across the entire equity
spectrum during the period. The unexpectedly sharp decline in oil prices,
and lack of support from the OPEC cartel (Organization of the Petroleum
Exporting Countries), which declined to cut production in order to bolster
prices, created a ripple effect throughout the global economy. The impact
has been felt most profoundly among oil exploration and oil production
companies, which have reduced capital spending given the supply/demand
imbalance. While we had taken steps during the period to reduce the
portfolio's exposure to the energy sector, the surprisingly steep decline in
energy prices from June 2014 through the end of the period weighed on the
Fund's performance. Portfolio holdings of BG Group, Schlumberger, and Encana
were major performance detractors over the 12-month period.
The Fund's lower-than-benchmark exposure to utilities also detracted from
performance. European utilities turned out to be a surprisingly strong
sector during the period, despite heavy government regulation and weak
growth prospects. Given the accommodative monetary policies of central banks
around the globe that kept interest rates low, it appears that investors
were drawn to the higher yields offered by utility stocks. Despite the
overall underperformance in the sector, the Fund's position in Red Electrica
de Espana did make a positive contribution to returns.
Q Did the Fund have any exposure to derivatives during the 12-month period
ended November 30, 2014?
A Yes. In the spring of 2014, we believed that Japan's pro-growth policies
would push interest rates down and lead investors to sell their yen
positions. Accordingly, we hedged a portion of the Fund's Japanese holdings
from a declining yen in an effort to help protect gains as they were
converted back into the relatively stronger U.S. dollar. We accomplished the
hedging of the yen by selling a portion of the portfolio's yen-denominated
exposures forward by two or three months to offset the effects of any
decline in the yen's value. The strategy was not a major driver of the
Fund's performance during the period, but it did partially eliminate the
yen-denominated loss on a portion of the portfolio's Japanese holdings.
Pioneer International Value Fund | Annual Report | 11/30/14 7
Q What is your outlook for international stocks for the coming months?
A We are upbeat about prospects for international stocks over the intermediate
and longer term. That said, our near-term outlook is rather guarded as
concerns about global economic growth combined with a stronger U.S. dollar
are having an effect on corporate fundamentals, and the international equity
markets in general. Some European countries have fallen back toward
recession, but the European Central Bank (ECB) has significantly eased its
monetary policies in an effort to spur growth. In an historic move to
stimulate the economy in the euro zone, the ECB also announced that it would
begin charging interest on deposits held by banks to encourage those banks
to invest their excess cash rather than hoard it.
There are also risks to our outlook for emerging markets such as China and
Russia. Economic growth in China is slowing as the government there tries to
curtail credit growth, which has been exceptionally strong in recent years.
As an economy dependent on oil production, Russia also presents challenges
for global stability and economic growth, as does the unstable situation
Middle East, where many economies are oil-dependent. In our opinion, Japan
remains a bright spot as we think the country's aggressive monetary
policies, along with market reforms, should support equity prices there.
On the surface, the market environment appears complex and challenging. We
prefer, however, to look deeper and approach the markets with an
opportunistic eye. We fundamentally believe that by taking a
research-driven, bottom-up approach to investing, we can uncover undervalued
stocks of companies that have been overlooked by investors, or may have been
oversold in a rush to judgment.
Please refer to the Schedule of Investments on pages 17-23 for a full listing of
Fund securities.
8 Pioneer International Value Fund | Annual Report | 11/30/14
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
The Fund may invest a substantial amount of its assets in issuers located within
a specific region, and is, therefore, more susceptible to adverse developments
affecting those regions.
When interest rates rise, the prices of fixed-income securities in the Fund will
generally fall. Conversely, when interest rates fall, the prices of fixed-income
securities in the Fund will generally rise.
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 or sectors.
These risks may increase share price volatility.
Before investing, consider the product's investment objectives, risks, charges
and expenses. Contact your advisor or Pioneer Investments for a prospectus or
summary prospectus containing this information. Read it carefully.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These statements should not
be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer International Value Fund | Annual Report | 11/30/14 9
Portfolio Summary | 11/30/14
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of total long-term holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Financials 22.3%
Industrials 15.3%
Health Care 10.7%
Consumer Staples 10.0%
Materials 8.7%
Information Technology 8.5%
Consumer Discretionary 8.5%
Telecommunication Services 6.0%
Energy 5.8%
Utilities 4.2%
Geographical Distribution
--------------------------------------------------------------------------------
(As a percentage of total long-term holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Japan 26.3%
Switzerland 13.6%
France 13.2%
United Kingdom 12.0%
Germany 9.6%
Australia 6.7%
Sweden 3.1%
Spain 2.7%
Netherlands 2.3%
Jersey Channel Islands 1.8%
Curacao 1.5%
Luxembourg 1.4%
Ireland 1.3%
United States 1.2%
Canada 1.1%
Other (individually less than 1%) 2.2%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of total long-term holdings)*
1. Novartis AG 2.77%
--------------------------------------------------------------------------------
2. Roche Holding AG 2.70
--------------------------------------------------------------------------------
3. Sekisui Chemical Co., Ltd. 2.05
--------------------------------------------------------------------------------
4. AXA SA 2.04
--------------------------------------------------------------------------------
5. Croda International Plc 2.03
--------------------------------------------------------------------------------
6. Henkel AG & Co. KGaA 2.02
--------------------------------------------------------------------------------
7. Hitachi, Ltd. 2.02
--------------------------------------------------------------------------------
8. Vodafone Group Plc 1.98
--------------------------------------------------------------------------------
9. Fresenius SE & Co. KGaA 1.96
--------------------------------------------------------------------------------
10. Zurich Insurance Group AG 1.90
--------------------------------------------------------------------------------
* 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.
10 Pioneer International Value Fund | Annual Report | 11/30/14
Prices and Distributions | 11/30/14
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 11/30/14 11/30/13
--------------------------------------------------------------------------------
A $22.34 $22.49
--------------------------------------------------------------------------------
C $19.69 $19.91
--------------------------------------------------------------------------------
Y $22.41 $22.56
--------------------------------------------------------------------------------
Distributions per Share: 12/1/13-11/30/14
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Short-Term Long-Term
Class Dividends Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $0.4990 $ -- $ --
--------------------------------------------------------------------------------
C $0.3423 $ -- $ --
--------------------------------------------------------------------------------
Y $0.5862 $ -- $ --
--------------------------------------------------------------------------------
Index Definition
--------------------------------------------------------------------------------
The MSCI EAFE ND Index is an unmanaged, commonly used measure of international
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 12-14.
Pioneer International Value Fund | Annual Report | 11/30/14 11
Performance Update | 11/30/14 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class A shares of Pioneer International Value Fund at public
offering price during the periods shown, compared to that of the Morgan Stanley
Capital International (MSCI) Europe, Australasia and Far East (EAFE) ND Index.
Average Annual Total Returns
(As of November 30, 2014)
--------------------------------------------------------------------------------
Net Public MSCI
Asset Offering EAFE
Value Price ND
Period (NAV) (POP) Index
--------------------------------------------------------------------------------
10 Years 3.87% 3.26% 5.25%
5 Years 4.54 3.31 6.38
1 Year 1.55 -4.28 -0.02
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated April 1, 2014)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.69% 1.45%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer International Value Fund MSCI EAFE ND Index
11/30/2004 $ 9,425 $ 10,000
11/30/2005 $ 10,731 $ 11,325
11/30/2006 $ 13,529 $ 14,518
11/30/2007 $ 15,928 $ 17,029
11/30/2008 $ 8,071 $ 8,891
11/30/2009 $ 11,034 $ 12,244
11/30/2010 $ 10,820 $ 12,380
11/30/2011 $ 10,512 $ 11,870
11/30/2012 $ 11,077 $ 13,367
11/30/2013 $ 13,570 $ 16,686
11/30/2014 $ 13,780 $ 16,684
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitation currently in
effect through April 1, 2015, for Class A shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
12 Pioneer International Value Fund | Annual Report | 11/30/14
Performance Update | 11/30/14 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class C shares of Pioneer International Value Fund during the
periods shown, compared to that of the Morgan Stanley Capital International
(MSCI) Europe, Australasia and Far East (EAFE) ND Index.
Average Annual Total Returns
(As of November 30, 2014)
--------------------------------------------------------------------------------
MSCI
EAFE
If If ND
Period Held Redeemed Index
--------------------------------------------------------------------------------
10 Years 2.97% 2.97% 5.25%
5 Years 3.62 3.62 6.38
1 Year 0.60 0.60 -0.02
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated April 1, 2014)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
2.41% 2.35%
--------------------------------------------------------------------------------
THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer International Value Fund MSCI EAFE ND Index
11/30/2004 $10,000 $10,000
11/30/2005 $11,292 $11,325
11/30/2006 $14,125 $14,518
11/30/2007 $16,501 $17,029
11/30/2008 $ 8,285 $ 8,891
11/30/2009 $11,221 $12,244
11/30/2010 $10,906 $12,380
11/30/2011 $10,502 $11,870
11/30/2012 $10,973 $13,367
11/30/2013 $13,324 $16,686
11/30/2014 $13,404 $16,684
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitation currently in
effect through April 1, 2015, for Class C shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer International Value Fund | Annual Report | 11/30/14 13
Performance Update | 11/30/14 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Class Y shares of Pioneer International Value Fund during the
periods shown, compared to that of the Morgan Stanley Capital International
(MSCI) Europe, Australasia and Far East (EAFE) ND Index.
Average Annual Total Returns
(As of November 30, 2014)
--------------------------------------------------------------------------------
MSCI
EAFE
If If ND
Period Held Redeemed Index
--------------------------------------------------------------------------------
10 Years 4.12% 4.12% 5.25%
5 Years 4.98 4.98 6.38
1 Year 1.94 1.94 -0.02
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated April 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.04%
--------------------------------------------------------------------------------
THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer International Value Fund MSCI EAFE ND Index
11/30/2004 $5,000,000 $5,000,000
11/30/2005 $5,692,124 $5,662,290
11/30/2006 $7,176,276 $7,258,789
11/30/2007 $8,448,637 $8,514,536
11/30/2008 $4,280,835 $4,445,292
11/30/2009 $5,871,163 $6,121,847
11/30/2010 $5,782,344 $6,190,052
11/30/2011 $5,643,895 $5,935,161
11/30/2012 $5,970,689 $6,683,289
11/30/2013 $7,345,155 $8,343,094
11/30/2014 $7,487,516 $8,341,831
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class Y shares were first publicly offered on April 16, 2009. Performance shown
for periods prior to the inception of Class Y shares on April 16, 2009, reflects
the NAV performance of the Fund's Class A shares. The performance does not
reflect differences in expenses, including the Rule 12b-1 fees applicable to
Class A shares. Since fees for Class A shares are generally higher than those of
Class Y shares, the performance for Class Y shares prior to their inception
would have been higher than the performance shown. For the period beginning
April 16, 2009, the actual performance of Class Y shares is reflected. Class Y
shares are not subject to sales charges and are available for limited groups of
eligible investors, including institutional investors. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
14 Pioneer International Value Fund | Annual Report | 11/30/14
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
--------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value (divided by) $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's
number in the third row under the heading entitled "Expenses Paid
During Period" to estimate the expenses you paid on your account
during this period.
Expenses Paid on a $1,000 Investment in Pioneer International Value Fund
Based on actual returns from June 1, 2014 through November 30, 2014.
--------------------------------------------------------------------------------
Share Class A C Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00
Value on 6/1/14
--------------------------------------------------------------------------------
Ending Account $ 971.31 $ 967.12 $ 973.08
Value (after expenses)
on 11/30/14
--------------------------------------------------------------------------------
Expenses Paid $ 7.21 $ 11.64 $ 5.24
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 1.46%,
2.36%, and 1.06% for Class A, Class C, and Class Y shares, respectively,
multiplied by the average account value over the period, multiplied by
183/365 (to reflect the one-half year period).
Pioneer International Value Fund | Annual Report | 11/30/14 15
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads), or redemption fees 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 International Value Fund
Based on a hypothetical 5% return per year before expenses, reflecting the
period from June 1, 2014 through November 30, 2014.
--------------------------------------------------------------------------------
Share Class A C Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00
Value on 6/1/14
--------------------------------------------------------------------------------
Ending Account $1,017.75 $1,013.24 $1,019.75
Value (after expenses)
on 11/30/14
--------------------------------------------------------------------------------
Expenses Paid $ 7.38 $ 11.91 $ 5.37
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 1.46%,
2.36%, and 1.06% for Class A, Class C, and Class Y shares, respectively,
multiplied by the average account value over the period, multiplied by
183/365 (to reflect the one-half year period).
16 Pioneer International Value Fund | Annual Report | 11/30/14
Schedule of Investments | 11/30/14
------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------
COMMON STOCKS - 96.3%
ENERGY -- 5.7%
Oil & Gas Equipment & Services -- 1.4%
32,100 Schlumberger, Ltd. $ 2,758,995
------------------------------------------------------------------------------------------
Integrated Oil & Gas -- 3.2%
155,800 BG Group Plc $ 2,187,016
72,800 Eni S.p.A. 1,442,152
46,700 Total SA 2,595,827
---------------
$ 6,224,995
------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 1.1%
135,200 Encana Corp. $ 2,143,270
---------------
Total Energy $ 11,127,260
------------------------------------------------------------------------------------------
MATERIALS -- 8.4%
Commodity Chemicals -- 1.2%
195,000 Kuraray Co., Ltd. $ 2,373,183
------------------------------------------------------------------------------------------
Diversified Chemicals -- 1.4%
1,172,400 Incitec Pivot, Ltd. $ 2,842,498
------------------------------------------------------------------------------------------
Fertilizers & Agricultural Chemicals -- 1.5%
9,200 Syngenta AG $ 3,030,933
------------------------------------------------------------------------------------------
Specialty Chemicals -- 2.0%
100,400 Croda International Plc $ 3,843,970
------------------------------------------------------------------------------------------
Paper Packaging -- 1.2%
223,600 Amcor, Ltd. $ 2,312,744
------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 1.1%
82,600 BHP Billiton, Ltd. $ 2,132,898
---------------
Total Materials $ 16,536,226
------------------------------------------------------------------------------------------
CAPITAL GOODS -- 14.8%
Aerospace & Defense -- 0.5%
69,500 Rolls-Royce Holdings Plc $ 914,676
6,255,000 Rolls-Royce Holdings Plc (Class C) 9,776
---------------
$ 924,452
------------------------------------------------------------------------------------------
Building Products -- 2.2%
35,400 Daikin Industries, Ltd. $ 2,348,029
165,000 TOTO, Ltd. 1,969,254
---------------
$ 4,317,283
------------------------------------------------------------------------------------------
Electrical Components & Equipment -- 1.7%
41,200 Schneider Electric SE $ 3,367,276
------------------------------------------------------------------------------------------
Heavy Electrical Equipment -- 1.7%
153,600 ABB, Ltd. $ 3,449,233
------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer International Value Fund | Annual Report | 11/30/14 17
Schedule of Investments | 11/30/14 (continued)
------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------
Industrial Conglomerates -- 2.7%
84,100 Koninklijke Philips NV $ 2,535,939
23,600 Siemens AG 2,793,749
---------------
$ 5,329,688
------------------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 1.2%
97,700 Komatsu, Ltd. $ 2,313,108
------------------------------------------------------------------------------------------
Agricultural & Farm Machinery -- 1.3%
173,000 Kubota Corp. $ 2,677,957
------------------------------------------------------------------------------------------
Industrial Machinery -- 3.5%
73,200 GEA Group AG $ 3,494,854
139,900 Nabtesco Corp. 3,327,300
---------------
$ 6,822,154
---------------
Total Capital Goods $ 29,201,151
------------------------------------------------------------------------------------------
Automobiles & Components -- 2.6%
Tires & Rubber -- 1.0%
60,100 Bridgestone Corp. $ 2,064,906
------------------------------------------------------------------------------------------
Automobile Manufacturers -- 1.6%
18,400 Daimler AG $ 1,551,785
276,200 Tata Motors, Ltd. 1,502,731
---------------
$ 3,054,516
---------------
Total Automobiles & Components $ 5,119,422
------------------------------------------------------------------------------------------
Consumer Durables & Apparel -- 3.1%
Homebuilding -- 2.7%
63,700 Persimmon Plc $ 1,522,963
312,200 Sekisui Chemical Co., Ltd. 3,883,731
---------------
$ 5,406,694
------------------------------------------------------------------------------------------
Textiles -- 0.4%
566,000 Pacific Textiles Holdings, Ltd. $ 752,753
---------------
Total Consumer Durables & Apparel $ 6,159,447
------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 1.1%
Restaurants -- 1.1%
206,700 Domino's Pizza Group Plc $ 2,244,361
---------------
Total Consumer Services $ 2,244,361
------------------------------------------------------------------------------------------
RETAILING -- 1.3%
Apparel Retail -- 1.3%
61,100 Hennes & Mauritz AB $ 2,619,043
---------------
Total Retailing $ 2,619,043
------------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 3.0%
Drug Retail -- 1.6%
76,300 Sundrug Co., Ltd. $ 3,105,271
------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer International Value Fund | Annual Report | 11/30/14
------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------
Food Retail -- 1.4%
29,100 Casino Guichard Perrachon SA $ 2,808,290
---------------
Total Food & Staples Retailing $ 5,913,561
------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 3.0%
Soft Drinks -- 1.2%
66,000 Suntory Beverage & Food, Ltd. $ 2,336,605
------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 1.8%
49,300 Danone SA $ 3,483,713
---------------
Total Food, Beverage & Tobacco $ 5,820,318
------------------------------------------------------------------------------------------
Household & Personal Products -- 3.7%
Household Products -- 3.7%
38,700 Henkel AG & Co. KGaA $ 3,834,293
147,800 Unicharm Corp. 3,400,241
---------------
$ 7,234,534
---------------
Total Household & Personal Products $ 7,234,534
------------------------------------------------------------------------------------------
Health Care Equipment & Services -- 1.9%
Health Care Services -- 1.9%
68,700 Fresenius SE & Co. KGaA $ 3,724,075
---------------
Total Health Care Equipment & Services $ 3,724,075
------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES -- 8.5%
Pharmaceuticals -- 7.0%
54,300 Novartis AG $ 5,254,621
17,106 Roche Holding AG 5,116,717
48,600 Shire Plc 3,463,902
---------------
$ 13,835,240
------------------------------------------------------------------------------------------
Life Sciences Tools & Services -- 1.5%
51,400 Gerresheimer AG $ 2,839,231
---------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 16,674,471
------------------------------------------------------------------------------------------
BANKS -- 8.5%
Diversified Banks -- 8.5%
228,308 Banco Bilbao Vizcaya Argentaria SA $ 2,451,140
838,700 Barclays Plc 3,202,594
52,200 BNP Paribas SA 3,352,637
96,000 National Australia Bank, Ltd. 2,657,002
50,800 Sumitomo Mitsui Financial Group, Inc. 1,914,763
123,700 Swedbank AB 3,239,394
---------------
$ 16,817,530
---------------
Total Banks $ 16,817,530
------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer International Value Fund | Annual Report | 11/30/14 19
Schedule of Investments | 11/30/14 (continued)
------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 1.4%
Diversified Capital Markets -- 1.4%
148,700 UBS Group AG $ 2,671,580
---------------
Total Diversified Financials $ 2,671,580
------------------------------------------------------------------------------------------
INSURANCE -- 6.7%
Insurance Brokers -- 1.5%
33,300 Aon Plc* $ 3,079,917
------------------------------------------------------------------------------------------
Multi-line Insurance -- 3.8%
160,300 AXA SA $ 3,861,237
11,500 Zurich Insurance Group AG 3,603,570
---------------
$ 7,464,807
------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 1.4%
23,800 ACE, Ltd. $ 2,721,292
---------------
Total Insurance $ 13,266,016
------------------------------------------------------------------------------------------
REAL ESTATE -- 4.9%
Diversified REIT -- 2.2%
1,224,915 Hibernia Real Estate Investment Trust plc
(Exchange Ireland)* $ 1,720,403
507,700 Hibernia Real Estate Investment Trust plc
(Exchange Great Britain)* 714,374
23,200 Wereldhave NV 1,819,838
---------------
$ 4,254,615
------------------------------------------------------------------------------------------
Industrial REIT -- 1.4%
594,800 Goodman Group $ 2,757,521
------------------------------------------------------------------------------------------
Real Estate Operating Companies -- 1.3%
133,800 GAGFAH SA* $ 2,577,024
---------------
Total Real Estate $ 9,589,160
------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 8.2%
Technology Hardware, Storage & Peripherals -- 0.8%
36,700 NetApp, Inc. $ 1,561,585
------------------------------------------------------------------------------------------
Electronic Equipment Manufacturers -- 2.5%
501,100 Hitachi, Ltd. $ 3,829,163
1,086,000 PAX Global Technology, Ltd.* 1,193,160
---------------
$ 5,022,323
------------------------------------------------------------------------------------------
Electronic Components -- 4.9%
92,900 Hoya Corp. $ 3,301,860
27,400 Murata Manufacturing Co., Ltd. 2,959,933
261,500 Yaskawa Electric Corp. 3,392,113
---------------
$ 9,653,906
---------------
Total Technology Hardware & Equipment $ 16,237,814
------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer International Value Fund | Annual Report | 11/30/14
------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 5.9%
Integrated Telecommunication Services -- 1.5%
170,400 Orange SA $ 2,999,516
------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 4.4%
45,700 KDDI Corp. $ 2,918,977
27,700 SoftBank Corp. 1,857,912
1,025,518 Vodafone Group Plc 3,754,748
---------------
$ 8,531,637
---------------
Total Telecommunication Services $ 11,531,153
------------------------------------------------------------------------------------------
UTILITIES -- 3.6%
Electric Utilities -- 2.3%
28,500 Red Electrica Corp SA $ 2,607,048
77,900 SSE Plc 1,993,606
---------------
$ 4,600,654
------------------------------------------------------------------------------------------
Multi-Utilities -- 1.3%
104,357 GDF Suez $ 2,572,124
---------------
Total Utilities $ 7,172,778
------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $178,166,092) $ 189,659,900
------------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 96.3%
(Cost $178,166,092) (a) (b) $ 189,659,900
------------------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 3.7% $ 7,312,463
------------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $ 196,972,363
------------------------------------------------------------------------------------------
* Non-income producing security.
REIT Real Estate Investment Trust.
(a) At November 30, 2014, the net unrealized appreciation on investments based
on cost for federal income tax purposes of $179,548,817 was as follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $ 28,047,089
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (17,936,006)
---------------
Net unrealized appreciation $ 10,111,083
===============
The accompanying notes are an integral part of these financial statements.
Pioneer International Value Fund | Annual Report | 11/30/14 21
Schedule of Investments | 11/30/14 (continued)
(b) Distributions of investments by country of issue (excluding temporary cash
investments) as a percentage of total investment in securities, is as
follows:
Japan 26.3%
Switzerland 13.6
France 13.2
United Kingdom 12.0
Germany 9.6
Australia 6.7
Sweden 3.1
Spain 2.7
Netherlands 2.3
Jersey Channel Islands 1.8
Curacao 1.5
Luxembourg 1.4
Ireland 1.3
United States 1.2
Canada 1.1
Other (individually less than 1%) 2.2
-----
100.0%
=====
Purchases and sales of securities (excluding temporary cash investments) for the
year ended November 30, 2014 aggregated $262,581,607 and $380,267,676
respectively.
TOTAL RETURN SWAP AGREEMENT
------------------------------------------------------------------------------------------
Net
Notional Pay / Obligation Expiration Unrealized
Principal Counterparty Receive Entity/Index Coupon Date Appreciation
------------------------------------------------------------------------------------------
JPY 112,506 Citibank NA Receive JPX-NIKKEI 1M LIBOR 6/5/15 $427,999
INDEX 400 +53 bps
NOTE: Principal amounts are denominated in U.S. Dollars unless otherwise noted:
JPY Japanese Yen
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Level 1 -- quoted prices in active markets for identical securities.
Level 2 -- other significant observable inputs (Including quoted prices for
similar securities, interest rates, prepayment speeds, credit
risk, etc.) See Notes to Financial Statements -- Note 1A.
Level 3 -- significant unobservable inputs (Including the Fund's own
assumptions in determining fair value of investments) See Notes
to Financial Statements -- Note 1A.
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans as Level 2 and securities valued using fair value methods
(other than prices supplied by independent pricing services or broker-dealers)
are categorized as Level 3. See Notes to Financial Statements -- Note 1A.
The accompanying notes are an integral part of these financial statements.
22 Pioneer International Value Fund | Annual Report | 11/30/14
The following is a summary of the inputs used as of November 30, 2014, in
valuing the Fund's investments:
------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
------------------------------------------------------------------------------------
Common Stocks
Energy
Oil & Gas Equipment
& Services $ 2,758,995 $ -- $ -- $ 2,758,995
Oil & Gas Exploration
& Production 2,143,270 -- -- 2,143,270
Capital Goods
Aerospace & Defense 9,776 -- -- 9,776
Insurance
Insurance Brokers 3,079,917 -- -- 3,079,917
Property & Casualty
Insurance 2,721,292 -- -- 2,721,292
Technology Hardware
& Equipment
Technology Hardware,
Storage &
Peripherals 1,561,585 -- -- 1,561,585
All Other Common Stocks* -- 177,385,065 -- 177,385,065
------------------------------------------------------------------------------------
Total $12,274,835 $ 177,385,065 $ -- $189,659,900
====================================================================================
Other Financial Instruments
Net unrealized depreciation
on futures contracts $ (973,106) $ -- $ -- $ (973,106)
Net unrealized appreciation
on swap contracts -- 427,999 -- 427,999
Net unrealized depreciation
on forward foreign
currency contracts -- (778) -- (778)
------------------------------------------------------------------------------------
Total Other
Financial Instruments $ (973,106) $ 427,221 $ -- $ (545,885)
====================================================================================
* Level 2 securities are valued using inputs/data furnished by independent
pricing services using fair value factors.
The following is a summary of the fair valuation of certain Fund's assets and
liabilities as of November 30, 2014:
------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
------------------------------------------------------------------------------------
Assets:
Futures collateral $ -- $511,900 $ -- $511,900
Liabilities:
Due to custodian -- 232,537 -- 232,537
Variation margin 158,582 -- -- 158,582
------------------------------------------------------------------------------------
Total $158,582 $744,437 $ -- $903,019
====================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer International Value Fund | Annual Report | 11/30/14 23
Statement of Assets and Liabilities | 11/30/14
ASSETS:
Investment in securities (cost $178,166,092) $ 189,659,900
Cash 4,054,343
Futures collateral 511,900
Receivables --
Investment securities sold 2,612,477
Fund shares sold 11,047
Dividends and foreign taxes withheld 1,190,752
Interest 9,139
Unrealized appreciation on swap contracts 427,999
Prepaid expenses 193,292
---------------------------------------------------------------------------------------
Total assets $ 198,670,849
---------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Fund shares repurchased $ 129,464
Dividends 174
Net unrealized depreciation on futures contracts 973,106
Variation margin 158,582
Unrealized depreciation on forward foreign currency contracts 778
Due to affiliates 89,527
Due to custodian (cost $222,015) 232,537
Trustee fees 1,264
Accrued expenses 113,054
---------------------------------------------------------------------------------------
Total liabilities $ 1,698,486
=======================================================================================
NET ASSETS:
Paid-in capital $ 288,778,632
Undistributed net investment income 10,379,884
Accumulated net realized loss on investments, futures contracts,
swap contracts, written options and foreign currency transactions (113,022,795)
Net unrealized appreciation on investments 11,493,808
Net unrealized depreciation on futures contracts (973,106)
Net unrealized appreciation on swap contracts 427,999
Net unrealized depreciation on forward foreign currency contracts and
other assets and liabilities denominated in foreign currencies (112,059)
---------------------------------------------------------------------------------------
Total net assets $ 196,972,363
=======================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $83,544,337/3,739,216 shares) $ 22.34
Class C (based on $10,864,532/551,640 shares) $ 19.69
Class Y (based on $102,563,494/4,576,329 shares) $ 22.41
MAXIMUM OFFERING PRICE:
Class A ($22.34 (divided by) 94.25%) $ 23.70
=======================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer International Value Fund | Annual Report | 11/30/14
Statement of Operations
For the Year Ended 11/30/14
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $660,165) $ 12,474,966
Interest 966
----------------------------------------------------------------------------------------------
Total investment income $ 12,475,932
----------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 2,276,020
Transfer agent fees and expenses
Class A 261,642
Class B* 32,550
Class C 32,340
Class Y 796
Distribution fees
Class A 215,103
Class B* 23,930
Class C 112,089
Shareholder communications expense 205,266
Administrative reimbursement 101,524
Custodian fees 75,177
Registration fees 65,277
Professional fees 92,643
Printing expense 50,172
Fees and expenses of nonaffiliated Trustees 9,951
Miscellaneous 35,078
----------------------------------------------------------------------------------------------
Total operating expenses $ 3,589,558
Less fees waived and expenses reimbursed
by Pioneer Investment Management, Inc. (247,492)
----------------------------------------------------------------------------------------------
Net operating expenses $ 3,342,066
----------------------------------------------------------------------------------------------
Interest expense $ 13,059
----------------------------------------------------------------------------------------------
Net operating expenses and interest expense $ 3,355,125
----------------------------------------------------------------------------------------------
Net investment income $ 9,120,807
----------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
FUTURES CONTRACTS, WRITTEN OPTIONS, SWAP CONTRACTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) on:
Investments $ 35,288,790
Futures contracts (706,748)
Written options 245,400
Swap contracts 1,128,084
Forward foreign currency contracts and other assets
and liabilities denominated in foreign currencies 616,800 $ 36,572,326
----------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments $ (33,083,591)
Futures contracts (973,106)
Written options (4,400)
Swap contracts 427,999
Forward foreign currency contracts and other assets
and liabilities denominated in foreign currencies (936,837) $ (34,569,935)
----------------------------------------------------------------------------------------------
Net gain on investments, futures contracts, written options,
swap contracts and foreign currency transactions $ 2,002,391
----------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 11,123,198
==============================================================================================
* Class B Shares converted to Class A Shares on November 10, 2014.
The accompanying notes are an integral part of these financial statements.
Pioneer International Value Fund | Annual Report | 11/30/14 25
Statements of Changes in Net Assets
------------------------------------------------------------------------------------------
Year Ended Year Ended
11/30/14 11/30/13
------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 9,120,807 $ 4,963,376
Net realized gain on investments, futures contracts,
written options, swap contracts, and foreign
currency transactions 36,572,326 33,556,958
Change in net unrealized appreciation (depreciation) on
investments, futures contracts, written options, swap
contracts, and foreign currency transactions (34,569,935) 27,936,203
------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 11,123,198 $ 66,456,537
------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.50 and $0.32 per share, respectively) $ (1,912,284) $ (1,303,856)
Class B ($0.28 and $0.13 per share, respectively)* (41,082) (31,192)
Class C ($0.34 and $0.18 per share, respectively) (190,074) (106,135)
Class Y ($0.59 and $0.41 per share, respectively) (5,869,819) (4,720,129)
------------------------------------------------------------------------------------------
Total distributions to shareowners $ (8,013,259) $ (6,161,312)
------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale or exchange of shares $ 21,441,174 $ 25,441,277
Reinvestment of distributions 4,707,605 4,183,759
Cost of shares repurchased (157,345,597) (70,825,484)
------------------------------------------------------------------------------------------
Net decrease in net assets resulting from
Fund share transactions $ (131,196,818) $ (41,200,448)
------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $ (128,086,879) $ 19,094,777
NET ASSETS:
Beginning of year 325,059,242 305,964,465
------------------------------------------------------------------------------------------
End of year $ 196,972,363 $ 325,059,242
------------------------------------------------------------------------------------------
Undistributed net investment income $ 10,379,884 $ 6,967,103
==========================================================================================
* Class B Shares converted to Class A Shares on November 10, 2014.
The accompanying notes are an integral part of these financial statements.
26 Pioneer International Value Fund | Annual Report | 11/30/14
------------------------------------------------------------------------------------------
'14 Shares '14 Amount '13 Shares '13 Amount
------------------------------------------------------------------------------------------
Class A
Shares sold 418,347 $ 9,403,427 403,715 $ 8,332,086
Reinvestment of distributions 80,981 1,812,361 64,674 1,235,232
Less shares repurchased (610,364) (13,731,684) (677,810) (13,923,598)
------------------------------------------------------------------------------------------
Net decrease (111,036) $ (2,515,896) (209,421) $ (4,356,280)
==========================================================================================
Class B*
Shares sold or exchanged 6,745 $ 140,554 9,005 $ 172,833
Reinvestment of distributions 1,987 40,465 1,756 30,472
Less shares repurchased (161,834) (3,250,196) (98,308) (1,818,162)
------------------------------------------------------------------------------------------
Net decrease (153,102) $ (3,069,177) (87,547) $ (1,614,857)
==========================================================================================
Class C
Shares sold 128,228 $ 2,556,183 87,071 $ 1,610,139
Reinvestment of distributions 8,833 175,685 5,859 99,898
Less shares repurchased (129,224) (2,565,734) (147,362) (2,701,419)
------------------------------------------------------------------------------------------
Net increase (decrease) 7,837 $ 166,134 (54,432) $ (991,382)
==========================================================================================
Class Y
Shares sold 414,758 $ 9,341,010 745,049 $ 15,326,219
Reinvestment of distributions 119,763 2,679,094 147,625 2,818,157
Less shares repurchased (5,908,934) (137,797,983) (2,484,552) (52,382,305)
------------------------------------------------------------------------------------------
Net decrease (5,374,413) $ (125,777,879) (1,591,878) $ (34,237,929)
==========================================================================================
* Class B Shares converted to Class A Shares on November 10, 2014.
The accompanying notes are an integral part of these financial statements.
Pioneer International Value Fund | Annual Report | 11/30/14 27
Financial Highlights
------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/14 11/30/13 11/30/12 11/30/11 11/30/10
------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 22.49 $ 18.67 $ 17.99 $ 18.72 $ 19.16
------------------------------------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ 0.63 $ 0.27 $ 0.36 $ 0.37 $ 0.24
Net realized and unrealized gain (loss) on investments
and foreign currency transactions (0.28) 3.87 0.58 (0.88) (0.61)
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.35 $ 4.14 $ 0.94 $ (0.51) $ (0.37)
------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.50) $ (0.32) $ (0.26) $ (0.22) $ (0.07)
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.15) $ 3.82 $ 0.68 $ (0.73) $ (0.44)
------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 22.34 $ 22.49 $ 18.67 $ 17.99 $ 18.72
========================================================================================================================
Total return* 1.55% 22.50% 5.38% (2.84)% (1.94)%
Ratio of net expenses plus interest expense to average net assets(a) 1.46% 1.45% 1.45% 1.45% 1.45%
Ratio of net investment income to average net assets 2.72% 1.26% 1.89% 1.80% 1.18%
Portfolio turnover rate 100% 101% 61% 66% 66%
Net assets, end of period (in thousands) $83,544 $86,602 $75,784 $79,559 $89,145
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses plus interest expense(a) 1.70% 1.69% 1.82% 1.77% 1.76%
Net investment income 2.48% 1.02% 1.53% 1.48% 0.86%
========================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
(a) Includes interest expense of 0.01%, 0.00%, 0,00%, 0.00% and 0.00%,
respectively.
The accompanying notes are an integral part of these financial statements.
28 Pioneer International Value Fund | Annual Report | 11/30/14
-------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/14 11/30/13 11/30/12 11/30/11 11/30/10
-------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 19.91 $ 16.57 $ 15.97 $ 16.64 $ 17.12
-------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.35 $ 0.08 $ 0.18 $ 0.19 $ 0.06
Net realized and unrealized gain (loss) on investments
and foreign currency transactions (0.23) 3.44 0.53 (0.80) (0.54)
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.12 $ 3.52 $ 0.71 $ (0.61) $ (0.48)
-------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.34) $ (0.18) $ (0.11) $ (0.06) $ --
-------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.22) $ 3.34 $ 0.60 $ (0.67) $ (0.48)
-------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.69 $ 19.91 $ 16.57 $ 15.97 $ 16.64
=========================================================================================================================
Total return* 0.60% 21.43% 4.48% (3.71)% (2.80)%
Ratio of net expenses plus interest expense to average net assets(a) 2.36% 2.35% 2.35% 2.35% 2.35%
Ratio of net investment income (loss) to average net assets 1.78% 0.36% 0.99% 0.90% 0.26%
Portfolio turnover rate 100% 101% 61% 66% 66%
Net assets, end of period (in thousands) $10,865 $10,826 $ 9,910 $10,523 $ 12,126
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses plus interest expense(a) 2.44% 2.41% 2.63% 2.52% 2.58%
Net investment income (loss) 1.70% 0.30% 0.71% 0.73% 0.02%
=========================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
(a) Includes interest expense of 0.01%, 0.00%, 0,00%, 0.00% and 0.00%,
respectively.
The accompanying notes are an integral part of these financial statements.
Pioneer International Value Fund | Annual Report | 11/30/14 29
Financial Highlights (continued)
-----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/14 11/30/13 11/30/12 11/30/11 11/30/10
-----------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 22.56 $ 18.73 $ 18.07 $ 18.80 $ 19.22
-----------------------------------------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ 1.29 $ 0.37 $ 0.41 $ 0.44 $ 0.30
Net realized and unrealized gain (loss) on investments
and foreign currency transactions (0.85) 3.87 0.60 (0.87) (0.59)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.44 $ 4.24 $ 1.01 $ (0.43) $ (0.29)
-----------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.59) $ (0.41) $ (0.35) $ (0.30) $ (0.13)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.15) $ 3.83 $ 0.66 $ (0.73) $ (0.42)
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 22.41 $ 22.56 $ 18.73 $ 18.07 $ 18.80
=============================================================================================================================
Total return* 1.94% 23.02% 5.79% (2.39)% (1.51)%
Ratio of net expenses plus interest expense to average net assets(a) 1.06% 1.04% 1.01% 1.01% 1.01%
Ratio of net investment income to average net assets 3.89% 1.69% 2.35% 2.26% 1.63%
Portfolio turnover rate 100% 101% 61% 66% 66%
Net assets, end of period (in thousands) $102,563 $224,523 $216,217 $189,321 $195,147
=============================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period.
(a) Includes interest expense of 0.01%, 0.00%, 0,00%, 0.00% and 0.00%,
respectively.
The accompanying notes are an integral part of these financial statements.
30 Pioneer International Value Fund | Annual Report | 11/30/14
Notes to Financial Statements | 11/30/14
1. Organization and Significant Accounting Policies
Pioneer International Value Fund (the Fund) is the sole portfolio comprising
Pioneer Series Trust VIII, 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 long-term growth of
capital.
During the periods covered by this report, the Fund offered three classes of
shares designated as Class A, Class B, Class C and Class Y shares. Class Y
shares were first publicly offered on April 16, 2009. The Fund ceased to offer
Class B shares on November 10, 2014. Class B shares were converted to Class A
shares as of the close of business on November 10, 2014. Each class of shares
represents an interest in the same portfolio of investments of the Fund and has
identical rights (based on relative net asset values) to assets and liquidation
proceeds. Share classes can bear different rates of class-specific fees and
expenses such as transfer agent and distribution fees. Differences in class-
specific fees and expenses will result in differences in net investment income
and, therefore, the payment of different dividends from net investment income
earned by each class. The Amended and Restated Declaration of Trust of the Fund
gives the Board the flexibility to specify either per-share voting or dollar-
weighted voting when submitting matters for shareholder approval. Under
per-share voting, each share of a class of the Fund is entitled to one vote.
Under dollar-weighted voting, a shareholder's voting power is determined not by
the number of shares owned, but by the dollar value of the shares on the record
date. Each share class has exclusive voting rights with respect to matters
affecting only that class, including with respect to the distribution plan for
that class. There is no distribution plan for Class Y shares.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the Fund
to, among other things, make estimates and assumptions that affect the 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 International Value Fund | Annual Report | 11/30/14 31
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
using 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 using the mean
between the last bid and asked prices. Shares of money market mutual funds
are valued at such funds' net asset value.
The Fund invests primarily in securities of non-U.S. issuers. The principal
exchanges and markets for such securities have closing times prior to the
close of the NYSE. However, the value of these securities may be influenced
by changes in global markets occurring after the closing times of the local
exchanges and markets up to the time the Fund determines its net asset
value. Consequently, the Board of Trustees of the Fund has determined that
daily adjustments to the valuation of securities of non-U.S. issuers by
utilizing an independent pricing service that supplies an appropriate fair
value factor is appropriate for the Fund.
Securities for which independent pricing services are unable to supply
prices or for which market prices and/or quotations are not readily
available or are considered to be unreliable are valued by a fair valuation
team comprised of certain personnel of Pioneer Investment Management, Inc.
(PIM), the Fund's investment adviser, pursuant to procedures adopted by the
Fund's Board of Trustees. PIM's fair valuation team uses fair value methods
approved by the Valuation Committee of the Board of Trustees. PIM's fair
valuation team is responsible for monitoring developments that may impact
fair valued securities and for discussing and assessing fair value on an
ongoing basis, and at least quarterly, with the Valuation Committee of the
Board of Trustees.
Inputs used when applying fair value methods to value a security may include
credit ratings, the financial condition of the company, current market
conditions and comparable securities. The Fund may use fair value methods if
it is determined that a significant event has occurred after the close of
the exchange or market on which the security trades and prior to the
determination of the Fund's net asset value. Examples of a significant event
might include political or economic news, corporate restructurings, natural
disasters, terrorist activity or trading halts. Thus, the valuation of the
Fund's securities may differ significantly from exchange prices and such
differences could be material.
At November 30, 2014, there were no securities valued using fair value
methods (other than securities valued using prices supplied by independent
pricing services or broker-dealers).
32 Pioneer International Value Fund | Annual Report | 11/30/14
B. Investment Income and Transactions
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have passed
are recorded as soon as the Fund becomes aware of the ex-dividend data in
the exercise of reasonable diligence.
Interest income, including interest on income-bearing cash accounts, is
recorded on the accrual basis. Dividend and interest income are reported net
of unrecoverable foreign taxes withheld at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
C. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually received.
Further, the effects of changes in foreign currency exchange rates on
investments are not segregated in the Statement of Operations from the
effects of changes in the market price of those securities but are included
with the net realized and unrealized gain or loss on investments.
D. Forward Foreign Currency Contracts
The Fund may enter into forward foreign currency contracts (contracts) for
the purchase or sale of a specific foreign currency at a fixed price on a
future date. All contracts are marked to market daily at the applicable
exchange rates, and any resulting unrealized appreciation or depreciation
are recorded in the Fund's financial statements. The Fund records realized
gains and losses at the time a contract is offset by entry into a closing
transaction or extinguished by delivery of the currency. Risks may arise
upon entering into these contracts from the potential inability of
counterparties to meet the terms of the contract and from unanticipated
movements in the value of foreign currencies relative to the U.S. dollar
(see Note 6).
E. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no provision for federal income taxes is required.
As of November 30, 2014, the Fund did not accrue any interest or penalties
with
Pioneer International Value Fund | Annual Report | 11/30/14 33
respect to uncertain tax positions, which, if applicable, would be recorded
as an income tax expense in the Statement of Operations. Tax returns filed
within the prior three years remain subject to examination by federal and
state tax authorities.
In addition to the requirements of the Internal Revenue Code, the Fund may
also be required to pay local taxes on the recognition of capital gains
and/or the repatriation of foreign currencies in certain countries. During
the year ended November 30, 2014, the Fund paid no such taxes.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences. At
November 30, 2014, the Fund reclassified $2,305,233 to increase
undistributed net investment income and $2,305,233 to increase accumulated
net realized loss on investments and foreign currency transactions to
reflect permanent book/tax differences. These adjustments have no impact on
net assets or the results of operations.
At November 30, 2014, the Fund had a net capital loss carryforward of
$111,838,946, which will expire in 2017 if not utilized.
During the year ended November 30, 2014, a capital loss carryforward of
$34,851,189 was utilized to offset net realized gains by the Fund.
The tax character of distributions paid during the years ended November 30,
2014 and November 30, 2013 were as follows:
----------------------------------------------------------------------------
2014 2013
----------------------------------------------------------------------------
Distribution paid from:
Ordinary income $8,013,259 $6,161,312
----------------------------------------------------------------------------
Total $8,013,259 $6,161,312
============================================================================
The following shows the components of distributable earnings on a federal
income tax basis at November 30, 2014:
----------------------------------------------------------------------------
2014
----------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 11,006,670
Capital loss carryforward (111,838,946)
Net unrealized appreciation 9,026,007
----------------------------------------------------------------------------
Total $ (91,806,269)
============================================================================
34 Pioneer International Value Fund | Annual Report | 11/30/14
The difference between book-basis and tax-basis net unrealized appreciation
is attributable to the tax deferral of losses on wash sales, adjustments
relating to PFICs, and the mark to market of swaps and futures contracts.
F. 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 $11,933 in underwriting commissions on the sale of Class A shares
during the year ended November 30, 2014.
G. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A and Class C shares of the Fund, respectively (see
Note 4). Class Y shares do not pay distribution fees. All expenses and fees
paid to the 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 C and Class Y shares can
reflect different transfer agent and distribution expense rates.
H. Risks
Investing in foreign and/or emerging markets securities involves risks
relating to interest rates, currency exchange rates and economic and
political conditions. The Fund may invest a substantial amount of its assets
in issuers located in a limited number of countries and therefore is
susceptible to adverse economic, political or regulatory developments
affecting those countries. 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.
Pioneer International Value Fund | Annual Report | 11/30/14 35
I. 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.
J. Futures Contracts
The Fund may enter into futures transactions in order to attempt to hedge
against changes in interest rates, securities prices and currency exchange
rates or to seek to increase total return. Futures contracts are types of
derivatives. All futures contracts entered into by the Fund are traded on a
futures exchange. Upon entering into a futures contract, the Fund is
required to deposit with a broker an amount of cash or securities equal to
the minimum "initial margin" requirements of the associated futures
exchange. The amount of cash deposited with the broker as collateral at
November 30, 2014 was $511,900. Subsequent payments for futures contracts
("variation margin") are paid or received by the Fund, depending on the
daily fluctuation in the value of the contracts, and are recorded by the
Fund as unrealized gains or losses. When the contract is closed, the Fund
realizes a gain or loss equal to the difference between the opening and
closing value of the contract as well as any fluctuation in foreign currency
exchange rates where applicable. Futures contracts are subject to market
risk, interest rate risk and currency exchange rate risk. Changes in value
of the contracts may not directly correlate to the changes in value of the
underlying securities. With futures, there is minimal counterparty credit
risk to the Fund since futures are exchange-traded and the exchange's
clearinghouse, as counterparty to all exchange-traded futures, guarantees
the futures against default. The average value of contracts open during the
year ended November 30, 2014 was $5,797,404.
At November 30, 2014, open futures contracts were as follows:
----------------------------------------------------------------------------
Number of
Contracts Settlement Unrealized
Type Long/(Short) Month Value Depreciation
----------------------------------------------------------------------------
TOPIX Index Future (103) 12/14 ($12,233,201) ($973,106)
----------------------------------------------------------------------------
Total ($973,106)
============================================================================
K. Option Writing
The Fund may write put and covered call options to seek to increase total
return. When an option is written, the Fund receives a premium and becomes
obligated to purchase or sell the underlying security at a fixed price, upon
the
36 Pioneer International Value Fund | Annual Report | 11/30/14
exercise of the option. When the Fund writes an option, an amount equal to
the premium received by the Fund is recorded as a liability and is
subsequently adjusted to the current value of the option written. Premiums
received from writing options that expire unexercised are treated by the
Fund on the expiration date as realized gains from investments. The
difference between the premium and the amount paid on effecting a closing
purchase transaction, including brokerage commissions, is also treated as a
realized gain, or, if the premium is less than the amount paid for the
closing purchase transaction, as a realized loss. If a call option is
exercised, the premium is added to the proceeds from the sale of the
underlying security in determining whether the Fund has realized a gain or
loss. The Fund as writer of an option bears the market risk of an
unfavorable change in the price of the security underlying the written
option.
The average value of contracts open during the year ended November 30, 2014
was $6,859. Written put option contracts outstanding at period end are
listed at the end of the Fund's schedule of investments. There were no
written options outstanding at November 30, 2014.
Transactions in written options for the year ended November 30, 2014 are
summarized as follows:
----------------------------------------------------------------------------
Number of Contracts Premium Received
----------------------------------------------------------------------------
Options open at beginning of period 400 $ 245,400
Options opened (173) (97,919)
Options exercised 173 97,919
Options closed -- --
Options expired (400) (245,400)
----------------------------------------------------------------------------
Options open at end of period -- $ --
============================================================================
L. Total Return Swap Agreements
The Fund may enter into a total return swap to attempt to manage and/or gain
exposure to a security or market. Pursuant to a total return swap agreement,
the Fund negotiates with a counterparty to exchange a periodic stream of
payments. One party makes payments based on the total return of a reference
asset (such as a security or a basket of securities or securities index),
and in return receives fixed or floating rate interest payments. The total
return of the reference asset typically includes appreciation or
depreciation on the reference asset, plus any interest or dividend payments.
To the extent that the total return of the reference asset exceeds or falls
short of the offsetting interest rate obligation, the Fund will receive a
payment from or make a payment to the counterparty.
Pioneer International Value Fund | Annual Report | 11/30/14 37
Total return swap contracts are marked-to-market daily using valuations
supplied by independent sources and the change in value, if any, is recorded
as unrealized appreciation or depreciation in the Statement of Assets and
Liabilities. Payments received or made are recorded as realized gains or
losses in the Statement of Operations. Total return swap contracts are
subject to counterparty risk and unanticipated movements in value of
exchange rates, interest rates, securities or the index.
Open total return swap contracts at November 30, 2014 are listed in the
Schedule of Investments. The average value of swap contracts open during the
year ended November 30, 2014 was $168,348.
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 0.85% of
the Fund's average daily net assets up to $500 million and 0.75% of the excess
over $500 million. For the year ended November 30, 2014, the effective
management fee (excluding waivers and/or assumptions of expenses) was equivalent
to 0.85% of the Fund's average daily net assets.
PIM has contractually agreed to limit ordinary operating expenses to the extent
required to reduce Fund expenses to 1.45% and 2.35%, of the average daily net
assets attributable to Class A and Class C shares, respectively. Fees waived and
expenses reimbursed during the year ended November 30, 2014 are reflected on the
Statement of Operations. Class Y shares do not have an expense limitation. These
expense limitations are in effect through April 1, 2016. There can be no
assurance that PIM will extend the expense limitation agreement for a class of
shares beyond the date referred to above.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$23,683 in management fees, administrative costs and certain other
reimbursements payable to PIM at November 30, 2014.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
38 Pioneer International Value Fund | Annual Report | 11/30/14
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts. For
the year ended November 30, 2014, such out-of-pocket expenses by class of shares
were as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $ 99,837
Class B 9,177
Class C 13,252
Class Y 83,000
--------------------------------------------------------------------------------
Total $205,266
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $61,445 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at November 30, 2014.
4. Distribution Plan
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A and Class C shares.
Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net assets
attributable to Class A shares as compensation for personal services and/or
account maintenance services or distribution services with regard to Class A
shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of the average daily
net assets attributable to Class C shares. The fee for Class C shares consists
of a 0.25% service fee and a 0.75% distribution fee paid as compensation for
personal services and/or account maintenance services or distribution services
with regard to Class C shares. Included in "Due to affiliates" reflected on the
Statement of Assets and Liabilities is $4,399 in distribution fees payable to
PFD at November 30, 2014.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 12 months of purchase. Redemptions of Class C shares within 12 months of
purchase are subject to a CDSC of 1.00%, based on the lower of cost or market
value of shares being redeemed. Shares purchased as part of an exchange remain
subject to any CDSC that applied to the original purchase of those shares. There
is no CDSC for Class Y shares. Proceeds from the CDSCs are paid to PFD. For the
year ended November 30, 2014, CDSCs in the amount of $1,470 were paid to PFD.
Pioneer International Value Fund | Annual Report | 11/30/14 39
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses, due to interest earned
on cash held by PIMSS. For the year ended November 30, 2014, the Fund's expenses
were not reduced under such arrangements.
6. Forward Foreign Currency Contracts
At November 30, 2014, the Fund had entered into various forward foreign currency
contracts that obligate the Fund to deliver or take delivery of currencies at
specified future maturity dates. Alternatively, prior to the settlement date of
a forward foreign currency contract, the Fund may close out such contract by
entering into an offsetting contract. The average value of forward foreign
currency contracts open during the year ended November 30, 2014 was $3,306,603.
Open forward foreign currency contracts at November 30, 2014 were as follows:
---------------------------------------------------------------------------------------------------
Quantity/ Net
Shares Unrealized
Currency Purchased/ Book Settlement US $ Value at Appreciation
Description Counterparty (Sold) Value Date 11/30/14 (Depreciation)
---------------------------------------------------------------------------------------------------
JPY (Japanese Brown Brothers
Yen) Harriman & Co. 277,200 $ 2,351 12/1/14 $ (2,334) $ 17
JPY (Japanese Brown Brothers
Yen) Harriman & Co. 1,506,780 12,738 12/2/14 (12,688) 50
JPY (Japanese Brown Brothers
Yen) Harriman & Co. 2,705,940 22,949 12/1/14 (24,003) (1,054)
JPY (Japanese Brown Brothers
Yen) Harriman & Co. 1,882,800 16,005 12/1/14 (15,854) 151
JPY (Japanese Brown Brothers
Yen) Harriman & Co. 1,728,000 14,608 12/2/14 (14,550) 58
---------------------------------------------------------------------------------------------------
Total $ (778)
===================================================================================================
7. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a committed, unsecured revolving line of credit
facility. Borrowings are used solely for temporary or emergency purposes. The
Fund may borrow up to the lesser of the amount available under the facility or
the limits set for borrowing by the Fund's prospectus and the 1940 Act. The
credit facility in effect until February 12, 2014 was in the amount of $215
million. As of February 12, 2014, the facility is in the amount of $240 million.
Under such facility, depending on the type of loan, interest on borrowings is
payable at the London Interbank Offered Rate (LIBOR) plus 0.90% (0.85% as of
February 12, 2014) on an annualized basis, or the Alternate Base Rate, which is
the greater of (a) the facility's administrative agent's daily announced prime
rate on the borrowing date, (b) 2% plus the Federal Funds Rate on the borrowing
date and
40 Pioneer International Value Fund | Annual Report | 11/30/14
(c) 2% plus the overnight Euro dollar rate on the borrowing date. The Funds pay
an annual commitment fee to participate in a credit facility. The commitment fee
is allocated among participating Funds based on an allocation schedule set forth
in the credit agreement. For the year ended November 30, 2014, the Fund had no
outstanding borrowings.
8. Assets and Liabilities Offsetting
Financial instruments subject to an enforceable master netting agreement have
been offset on the Statement of Assets and Liabilities. The following charts
show gross assets and liabilities of the Fund as of November 30, 2014.
---------------------------------------------------------------------------------------------------
Assets:
Net
Gross Amounts Gross Amounts
Amounts of Assets Not Offset in
Offset Presented the Statement of
in the in the Assets and Liabilities
Gross Statement Statement --------------------------
Amounts of of Assets of Assets Cash
Recognized and and Financial Collateral Net
Description Assets Liabilities Liabilities Instruments Received Amount
---------------------------------------------------------------------------------------------------
Swap contracts $427,999 $ -- $427,999 $ -- $ -- $427,999
Forward foreign
currency contracts 276 (276) -- -- -- --
---------------------------------------------------------------------------------------------------
$428,275 $(276) $427,999 $ -- $ -- $427,999
===================================================================================================
---------------------------------------------------------------------------------------------------
Liabilities:
Net
Gross Amounts Gross Amounts
Amounts of Assets Not Offset in
Offset Presented the Statement of
in the in the Assets and Liabilities
Gross Statement Statement --------------------------
Amounts of of Assets of Assets Cash
Recognized and and Financial Collateral Net
Description Liabilities Liabilities Liabilities Instruments Pledged Amount
---------------------------------------------------------------------------------------------------
Swap contracts $ -- $ -- $ -- $ -- $ -- $ --
Forward foreign
currency
contracts 1,054 (276) 778 -- -- 778
---------------------------------------------------------------------------------------------------
$ 1,054 $(276) $ 778 $ -- $ -- $ 778
===================================================================================================
Pioneer International Value Fund | Annual Report | 11/30/14 41
9. Additional Disclosures about Derivative Instruments and Hedging Activities
Values of derivative instruments as of November 30, 2014 were as follows:
------------------------------------------------------------------------------------
Derivatives Not
Accounted for as Asset Derivatives 2014 Liabilities Derivatives 2014
Hedging Instruments -----------------------------------------------------------
Under Accounting Statement of Assets Statement of Assets
Standards Codification and Liabilities and Liabilities
(ASC) 815 Location Value Location Value
------------------------------------------------------------------------------------
Forward foreign Net unrealized Net unrealized
currency contracts appreciation on depreciation on
forward foreign forward foreign
currency currency
contracts $ -- contracts $ 778
Swap contracts Net unrealized Net unrealized
appreciation on depreciation on
swap contracts 427,999 swap contracts --
Futures contracts Net unrealized Net unrealized
appreciation on depreciation on
futures contracts -- futures contracts 973,106
------------------------------------------------------------------------------------
Total $427,999 $973,884
====================================================================================
The effect of derivative instruments on the Statement of Operations for the year
ended November 30, 2014 was as follows:
-------------------------------------------------------------------------------------------
Derivatives Not Realized Change in
Accounted for as Gain or Unrealized
Hedging Instruments (Loss) on Gain or (Loss)
Under Accounting Location of Gain or (Loss) Derivatives on Derivatives
Standards Codification on Derivatives Recognized Recognized Recognized
(ASC) 815 in Income in Income in Income
-------------------------------------------------------------------------------------------
Forward foreign Net realized gain (loss) on forward
currency contracts foreign currency contracts $1,011,089
Forward foreign Change in net unrealized
currency contracts appreciation (depreciation) on
forward foreign currency contracts $(818,207)
Futures contracts Net realized gain (loss) on
futures contracts $ (706,748)
Futures contracts Change in net unrealized
appreciation (depreciation) on
futures contracts $(973,106)
Swap contracts Net realized gain (loss) on
swap contracts $1,128,084
Swap contracts Change in net unrealized
appreciation (depreciation) on
swap contracts $ 427,999
Written options Net realized gain (loss) on
written options $ 245,400
Written options Change in net unrealized
appreciation (depreciation) on
written options $ (4,400)
42 Pioneer International Value Fund | Annual Report | 11/30/14
10. Change in Independent Registered Public Accounting Firm
The Board of Trustees of the Fund, with the approval and recommendation of the
Audit Committee, appointed Deloitte & Touche LLP to serve as the Fund's
independent registered public accounting firm for the fiscal year ending
November 30, 2014. Deloitte & Touche LLP replaces Ernst & Young LLP, which
resigned as the Fund's independent registered public accounting firm, effective
upon completion of the audit of the Fund's financial statements for the fiscal
year ended November 30, 2013.
During the periods that Ernst & Young LLP served as the Fund's independent
registered public accounting firm, including the Fund's two most recent fiscal
years ending November 30, 2013 and November 30, 2012, Ernst & Young LLP's
reports on the financial statements of the Fund have not contained an adverse
opinion or disclaimer of opinion and have not been qualified or modified as to
uncertainty, audit scope or accounting principles. Further, there have been no
disagreements with Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Ernst & Young LLP would have
caused Ernst & Young LLP to make reference to the subject matter of the
disagreement in connection with its report on the financial statements. In
addition, there have been no reportable events of the kind described in Item 304
(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934.
11. Conversion of Class B Shares
As of the close of business on November 10, 2014 (the "Conversion Date"), all
outstanding Class B shares of the Fund were converted to Class A shares.
Pioneer International Value Fund | Annual Report | 11/30/14 43
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust VIII and Shareowners of
Pioneer International Value Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer International Value Fund (the "Fund")
(the sole fund constituting Pioneer Series Trust VIII), as of November 30, 2014,
and the related statements of operations and changes in net assets, and the
financial highlights for year then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit. The statement of changes in net assets
of the Fund for the year ended November 30, 2013, and the financial highlights
for the years ended November 30, 2013, 2012, 2011, and 2010 were audited by
other auditors. Those auditors expressed an unqualified opinion on those
financial statements and financial highlights in their report dated January 24,
2014.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. The Fund
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of November 30, 2014, by correspondence with the
custodian and brokers; where replies were not received from brokers, we
performed other auditing procedures. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer International Value Fund as of November 30, 2014, and the results of its
operations, the changes in its net assets, and the financial highlights for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
January 26, 2015
44 Pioneer International Value Fund | Annual Report | 11/30/14
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer International Value Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether to
renew the investment advisory agreement for the Fund.
The contract review process began in January 2014 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the process.
Contract review materials were provided to the Trustees in March 2014 and July
2014. Supplemental contract review materials were provided to the Trustees in
September 2014. In addition, the Trustees reviewed and discussed the Fund's
performance at regularly scheduled meetings throughout the year, and took into
account other information related to the Fund provided to the Trustees at
regularly scheduled meetings, in connection with the review of the Fund's
investment advisory agreement.
In March 2014, the Trustees, among other things, discussed the memorandum
provided by Fund counsel that summarized the legal standards and other
considerations that are relevant to the Trustees in their deliberations
regarding the renewal of the investment advisory agreement, and reviewed and
discussed the qualifications of the investment management teams, as well as the
level of investment by the Fund's portfolio managers in the Fund. In July 2014,
the Trustees, among other things, reviewed the Fund's management fee and total
expense ratios, the financial statements of PIM and its parent companies, the
profitability analyses provided by PIM, and possible economies of scale. The
Trustees also reviewed the profitability of the institutional business of PIM
and PIM's affiliate, Pioneer Institutional Asset Management, Inc. (together with
PIM, "Pioneer"), as compared to that of PIM's fund management business, and
considered the differences between the fees and expenses of the Fund and the
fees and expenses of Pioneer's institutional accounts, as well as the different
services provided by PIM to the Fund and by Pioneer to the institutional
accounts. The Trustees further considered contract review materials in September
2014.
At a meeting held on September 16, 2014, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. In all quintile rankings referred to throughout this
Pioneer International Value Fund | Annual Report | 11/30/14 45
disclosure, first quintile is most favorable to the Fund's shareowners. The
Trustees did not identify any single factor as the controlling factor in
determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Fund and its research process. The Trustees considered the resources of PIM and
the personnel of PIM who provide investment management services to the Fund.
They also reviewed the amount of non-Fund assets managed by the portfolio
managers of the Fund. The Trustees considered the non-investment resources and
personnel of PIM involved in PIM's services to the Fund, including PIM's
compliance and legal resources and personnel. The Trustees noted the substantial
attention and high priority given by PIM's senior management to the Pioneer fund
complex.
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including Fund
officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Fund were
satisfactory and consistent with the terms of the investment advisory agreement.
Performance of the Fund
In considering the Fund's performance, the Trustees regularly review and discuss
analysis and data prepared by PIM and information comparing the Fund's
performance with the performance of its peer group of funds as classified by
each of Morningstar, Inc. (Morningstar) and Lipper, and with the performance of
the Fund's benchmark index. They also discuss the Fund's performance with PIM on
a regular basis. The Trustees confirmed that these regular reviews and
discussions were factored into the Trustees' deliberations concerning the
renewal of the advisory agreement. For purposes of their contract renewal
deliberations, the Trustees considered the discussions held throughout the year
regarding the Fund's performance and the performance results of the Fund over
various time periods, including the Fund's performance results for periods ended
June 30, 2014. The Trustees indicated
46 Pioneer International Value Fund | Annual Report | 11/30/14
that they were satisfied with PIM's investment discipline and approach in the
prevailing market conditions, notwithstanding relatively poor peer comparisons
of total return over the 1 and 5 year periods.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund in
comparison to the management fees and expense ratios of its peer group of funds
as classified by Morningstar and also to the expense ratios of a peer group of
funds selected on the basis of criteria determined by the Independent Trustees
for this purpose using data provided by Strategic Insight Mutual Fund Research
and Consulting, LLC (Strategic Insight), an independent third party.
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2014 was in the third quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period. The
Trustees also considered the breakpoint in the management fee schedule and the
reduced fee rate above a certain asset level. The Trustees considered that the
expense ratio of the Fund's Class A shares for the twelve months ended June 30,
2014 was in the fourth quintile relative to its Morningstar peer group and in
the third quintile relative its Strategic Insight peer group, in each case for
the comparable period. The Trustees considered that the expense ratio of the
Fund's Class Y shares for the twelve months ended June 30, 2014 was in the third
quintile relative to its Morningstar peer group and in the third quintile
relative its Strategic Insight peer group, in each case for the comparable
period. The Trustees noted that PIM was waiving fees and/or reimbursing expenses
in order to limit the ordinary operating expenses of the Fund. The Trustees
considered the impact of transfer agency, sub-transfer agency, and other non-
management fee expenses on the expense ratios of the Fund, and noted the impact
of expenses relating to small accounts and omnibus accounts on transfer and
sub-transfer agency expenses generally. The Trustees noted that they separately
review the Fund's transfer agency, sub-transfer agency and intermediary
arrangements.
The Trustees reviewed management fees charged by Pioneer to institutional and
other clients, including publicly offered European funds sponsored by affiliates
of Pioneer, unaffiliated U.S. registered investment companies (in a sub-advisory
capacity), and unaffiliated foreign and domestic separate accounts. The Trustees
also considered PIM's costs in providing services to the Fund and Pioneer's
costs in providing services to the other clients and considered the differences
in management fees and profit margins for Fund and non-Fund services. In
evaluating the fees associated with Pioneer's client accounts, the Trustees took
into account the respective demands, resources and complexity associated with
the Fund and client accounts. The Trustees
Pioneer International Value Fund | Annual Report | 11/30/14 47
noted that, in some instances, the fee rates for those clients were lower than
the management fee for the Fund and considered that, under the investment
advisory agreement with the Fund, PIM performs additional services for the Fund
that it does not provide to those other clients or services that are broader in
scope, including oversight of the Fund's other service providers and activities
related to compliance and the extensive regulatory and tax regimes to which the
Fund is subject. The Trustees also considered the different entrepreneurial
risks associated with PIM's management of the Fund and Pioneer's management of
the other client accounts.
The Trustees concluded that the management fee payable by the Fund to PIM was
reasonable in relation to the nature and quality of the services provided by PIM
to the Fund.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Fund in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
concluded that PIM's profitability with respect to the management of the Fund
was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
noted the breakpoint in the management fee schedule. The Trustees recognize that
economies of scale are difficult to identify and quantify, and that, among other
factors that may be relevant, are the following: fee levels, expense
subsidization, investment by PIM in research and analytical capabilities and
PIM's commitment and resource allocation to the Fund. The Trustees noted that
profitability also may be an indicator of the availability of any economies of
scale, although profitability may vary for other reasons including reductions in
expenses. The Trustees concluded that economies of scale, if any, were being
appropriately shared with the Funds.
48 Pioneer International Value Fund | Annual Report | 11/30/14
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Fund. The Trustees considered the character and amount of fees paid by the Fund,
other than under the investment advisory agreement, for services provided by PIM
and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. Pioneer is the
principal U.S. asset management business of Pioneer Global Asset Management, the
worldwide asset management business of UniCredit Group, which manages over $150
billion in assets (including the Funds). Pioneer and the Funds receive
reciprocal intangible benefits from the relationship, including mutual brand
recognition and, for the Funds, direct and indirect access to the resources of a
large global asset manager. The Trustees concluded that any such benefits
received by Pioneer as a result of its relationship with the Funds were
reasonable and their consideration of the advisory agreement between the Fund
and PIM and the fees thereunder were unaffected by Pioneer's possible receipt of
any such intangible benefits.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
Pioneer International Value Fund | Annual Report | 11/30/14 49
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at us.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Fund's Trustees and officers are listed below, together with their principal
occupations during at least the past five years. Trustees who are interested
persons of the Fund within the meaning of the 1940 Act are referred to as
Interested Trustees. Trustees who are not interested persons of the Fund are
referred to as Independent Trustees. Each of the Trustees serves as a Trustee of
each of the 53 U.S. registered investment portfolios for which Pioneer serves as
investment adviser (the "Pioneer Funds"). The address for all Trustees and all
officers of the Fund is 60 State Street, Boston, Massachusetts 02109.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
50 Pioneer International Value Fund | Annual Report | 11/30/14
Independent Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (64) Trustee since 2006. Private investor (2004-2008 and Director, Broadridge Financial
Chairman of the Board Serves until a 2013-present); Chairman (2008 - 2013) and Solutions, Inc. (investor
and Trustee successor trustee is Chief Executive Officer (2008 - 2012), communications and securities
elected or earlier Quadriserv, Inc. (technology products for processing provider for financial
retirement or removal. securities lending industry); and Senior services industry) (2009 -
Executive Vice President, The Bank of New present); Director, Quadriserv,
York (financial and securities services) Inc. (2005 - 2013); and
(1986 - 2004) Commissioner, New Jersey State
Civil Service Commission (2011 -
present)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (70) Trustee since 2005. Managing Partner, Federal City Capital Director of Enterprise Community
Trustee Serves until a Advisors (corporate advisory services Investment, Inc. (privately-held
successor trustee is company) (1997 - 2004 and 2008 - present); affordable housing finance
elected or earlier Interim Chief Executive Officer, Oxford company) (1985 - 2010); Director
retirement or removal. Analytica, Inc. (privately-held research and of Oxford Analytica, Inc. (2008 -
consulting company) (2010); Executive Vice present); Director of The Swiss
President and Chief Financial Officer, Helvetia Fund, Inc. (closed-end
I-trax, Inc. (publicly traded health care fund) (2010 - present); and
services company) (2004 - 2007); and Director of New York Mortgage
Executive Vice President and Chief Financial Trust (publicly traded mortgage
Officer, Pedestal Inc. (internet-based REIT) (2004 - 2009, 2012 -
mortgage trading company) (2000 - 2002) present)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (70) Trustee since 2008. William Joseph Maier Professor of Political Trustee, Mellon Institutional
Trustee Serves until a Economy, Harvard University (1972 - present) Funds Investment Trust and Mellon
successor trustee is Institutional Funds Master
elected or earlier Portfolio (oversaw 17 portfolios
retirement or removal. in fund complex) (1989-2008)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer International Value Fund | Annual Report | 11/30/14 51
Independent Trustees (continued)
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (67) Trustee since 1992. Founding Director, Vice President and None
Trustee Serves until a successor Corporate Secretary, The Winthrop Group,
trustee is elected or Inc. (consulting firm) (1982 - present);
earlier retirement or Desautels Faculty of Management, McGill
removal. University (1999 - present); and Manager of
Research Operations and Organizational
Learning, Xerox PARC, Xerox's advance
research center (1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (66) Trustee since 1992. President and Chief Executive Officer, Director of New America High
Trustee Serves until a successor Newbury, Piret & Company, Inc. (investment Income Fund, Inc. (closed-end
trustee is elected or banking firm) (1981 - present) investment company) (2004 -
earlier retirement or present); and member, Board of
removal. Governors, Investment Company
Institute (2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------------
Trustee since 2014. Consultant (investment company services) None
Fred J. Ricciardi (67)** Serves until a successor (2012 - present); Executive Vice President,
Trustee trustee is elected or BNY Mellon (financial and investment company
earlier retirement or services) (1969 - 2012); Director, BNY
removal. International Financing Corp. (financial
services) (2002 - 2012); and Director,
Mellon Overseas Investment Corp. (financial
services) (2009 - 2012)
------------------------------------------------------------------------------------------------------------------------------------
52 Pioneer International Value Fund | Annual Report | 11/30/14
Interested Trustee
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Kenneth J. Taubes (56)* Trustee since 2014. Director and Executive Vice President None
Trustee Serves until a (since 2008) and Chief Investment Officer,
successor trustee is U.S. (since 2010), of PIM-USA; Executive
elected or earlier Vice President of Pioneer (since 2008);
retirement or removal. Executive Vice President of Pioneer
Institutional Asset Management, Inc. (since
2009); Portfolio Manager of Pioneer (since
1999)
------------------------------------------------------------------------------------------------------------------------------------
* Mr. Taubes is an Interested Trustee because he is an officer or director of
the Fund's investment adviser and certain of its affiliates.
Pioneer International Value Fund | Annual Report | 11/30/14 53
Advisory Trustee
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Lorraine H. Monchak (58)** Advisory Trustee since Chief Investment Officer, 1199 SEIU None
2014. Funds (health care workers union pension
Funds) (2001 - present); Vice President -
International Investments Group, American
International Group, Inc. (insurance
company) (1993 - 2001); Vice President,
Corporate Finance and Treasury Group,
Citibank, N.A. (1980 - 1986 and 1990 -
1993); Vice President - Asset/Liability
Management Group, Federal Farm Funding
Corp. (government-sponsored Issuer of
debt securities) (1988 - 1990); Mortgage
Strategies Group, Shearson Lehman
Hutton, Inc. (investment bank) (1987 -
1988); and Mortgage Securities Group,
Drexel Burnham Lambert, Ltd. (investment
bank) (1986 - 1987)
------------------------------------------------------------------------------------------------------------------------------------
** Mr. Ricciardi became a Trustee and Ms. Monchak became a non-voting Advisory
Trustee on November 11, 2014.
54 Pioneer International Value Fund | Annual Report | 11/30/14
Fund Officers
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Lisa M. Jones (52) Since 2014. Serves at Chair, Director, CEO and President of None
President and the discretion of the Pioneer Investment Management USA (since
Chief Executive Officer Board. September 2014); Chair, Director, CEO and
President of Pioneer Investment Management,
Inc. (since September 2014); Chair,
Director, CEO and President of Pioneer Funds
Distributor, Inc. (since September 2014);
Chair, Director, CEO and President of
Pioneer Institutional Asset Management, Inc.
(since September 2014); and Chair, Director,
and CEO of Pioneer Investment Management
Shareholder Services, Inc. (since September
2014); Managing Director, Morgan Stanley
Investment Management (2010 - 2013); and
Director of Institutional Business, CEO of
International, Eaton Vance Management (2005
- 2010)
------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (49) Since 2003. Serves at Vice President and Associate General Counsel None
Secretary and Chief the discretion of the of Pioneer since January 2008; Secretary and
Legal Officer Board. Chief Legal Officer of all of the Pioneer
Funds since June 2010; Assistant Secretary
of all of the Pioneer Funds from September
2003 to May 2010; and Vice President and
Senior Counsel of Pioneer from July 2002 to
December 2007
------------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (53) Since 2010. Serves at Fund Governance Director of Pioneer since None
Assistant Secretary the discretion of the December 2006 and Assistant Secretary of all
Board. the Pioneer Funds since June 2010; Manager -
Fund Governance of Pioneer from December
2003 to November 2006; and Senior Paralegal
of Pioneer from January 2000 to November
2003
------------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (52) Since 2010. Serves at Senior Counsel of Pioneer since May 2013 and None
Assistant Secretary the discretion of the Assistant Secretary of all the Pioneer Funds
Board. since June 2010; Counsel of Pioneer from
June 2007 to May 2013
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (55) Since 2008. Serves at Vice President - Fund Treasury of Pioneer; None
Treasurer and Chief Financial the discretion of the Treasurer of all of the Pioneer Funds since
and Accounting Officer Board. March 2008; Deputy Treasurer of Pioneer from
of the Fund March 2004 to February 2008; and Assistant
Treasurer of all of the Pioneer Funds from
March 2004 to February 2008
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (49) Since 2000. Serves at Director - Fund Treasury of Pioneer; and None
Assistant Treasurer the discretion of the Assistant Treasurer of all of the Pioneer
Board. Funds
------------------------------------------------------------------------------------------------------------------------------------
Pioneer International Value Fund | Annual Report | 11/30/14 55
Fund Officers (continued)
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Fund Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (56) Since 2002. Serves at Fund Accounting Manager - Fund Treasury of None
Assistant Treasurer the discretion of the Pioneer; and Assistant Treasurer of all of
Board. the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (35) Since 2009. Serves at Fund Administration Manager - Fund Treasury None
Assistant Treasurer the discretion of the of Pioneer since November 2008; Assistant
Board. Treasurer of all of the Pioneer Funds since
January 2009; and Client Service Manager -
Institutional Investor Services at State
Street Bank from March 2003 to March 2007
------------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (62) Since 2010. Serves at Chief Compliance Officer of Pioneer and of None
Chief Compliance Officer the discretion of the all the Pioneer Funds since March 2010;
Board. Director of Adviser and Portfolio Compliance
at Pioneer since October 2005; and Senior
Compliance Officer for Columbia Management
Advisers, Inc. from October 2003 to October
2005
------------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (43) Since 2006. Serves at Director - Transfer Agency Compliance of None
Anti-Money Laundering Officer the discretion of the Pioneer and Anti-Money Laundering Officer of
Board. all the Pioneer funds since 2006
------------------------------------------------------------------------------------------------------------------------------------
56 Pioneer International Value Fund | Annual Report | 11/30/14
This page for your notes.
Pioneer International Value Fund | Annual Report | 11/30/14 57
This page for your notes.
58 Pioneer International Value Fund | Annual Report | 11/30/14
This page for your notes.
Pioneer International Value Fund | Annual Report | 11/30/14 59
This page for your notes.
60 Pioneer International Value Fund | Annual Report | 11/30/14
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
--------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Write to us:
--------------------------------------------------------------------------------
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: us.pioneerinvestments.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
[LOGO] PIONEER
Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
us.pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2015 Pioneer Investments 19448-08-0115
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 12(a)(1), a copy of
its code of ethics that applies to the registrant's principal
executive officer,principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
as an exhibit to its annual
report on this Form N-CSR (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
The audit services provided to the Fund were totaled
approximately $31,030 payable to Deloitte & Touche
LLP for the year ended November 30, 2014 and $38,568
were paid to the former auditor, Ernst & Young LLP
for the year ended November 30, 2013.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees and Other Fees
There were no audit related fees and other fees for
the Fund payable to Deloitte & Touche LLP for
the year ended November 30, 2014 and no audit related
fees and other fees were paid to the former auditor,
Ernst & Young LLP for the year ended November 30, 2013.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
Tax Fees
Fees for tax compliance services, primarily for tax
returns, totaled approximately $7,100 payable to
Deloitte & Touche LLP for the year ended November 30,
2014 and $8,131 were paid to the former auditor,
Ernst & Young LLP for the year ended November 30, 2013.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
Audit-Related Fees and Other Fees
There were no audit related fees and other fees for
the Fund payable to Deloitte & Touche LLP for
the year ended November 30, 2014 and no audit related
fees and other fees were paid to the former auditor,
Ernst & Young LLP for the year ended November 30, 2013.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into
on or after May 6, 2003, the effective date of the new
SEC pre-approval rules, the Fund's audit committee is
required to pre-approve services to affiliates defined by
SEC rules to the extent that the services are determined
to have a direct impact on the operations or financial
reporting of the Fund. For the years ended November 30, 2014
and 2013, there were no services provided to an affiliate
that required the Fund's audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountants engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrants accountant
for services rendered to the registrant, and rendered to the registrants
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Fund were $7,100
payable to Deloitte & Touche LLP for the year ended
November 30, 2014 and $8,131 were paid to the former
auditor, Ernst & Young LLP for the year ended November 30,
2013.
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Fundees has
considered whether the provision of non-audit services
that were rendered to the Affiliates (as defined) that were
not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining
the principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrant's audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's business experience during the past 5 years.
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R of Schedule 14(A)
in its definitive proxy statement, or this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust VIII
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date January 29, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date January 29, 2015
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date January 29, 2015
* Print the name and title of each signing officer under his or her signature.