OMB APPROVAL
OMB Number: 3235-0570
Expires: January 31, 2014
Estimated average burden
hours per response.....20.6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-01835
Pioneer Series Trust XI
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: December 31
Date of reporting period: January 1, 2013 through December 31, 2013
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
Pioneer Core
Equity Fund
(Formerly Pioneer Value Fund,
See "Note to Shareholders" on Page 4 for more information.)
--------------------------------------------------------------------------------
Annual Report | December 31, 2013
--------------------------------------------------------------------------------
Ticker Symbols:
Class A PIOTX
Class B PBOTX
Class C PCOTX
Class Y PVFYX
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 9
Prices and Distributions 10
Performance Update 11
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 24
Notes to Financial Statements 32
Report of Independent Registered Public Accounting Firm 42
Approval of Investment Advisory Agreement 44
Trustees, Officers and Service Providers 48
Pioneer Core Equity Fund | Annual Report | 12/31/13 1
President's Letter
Dear Shareowner,
When we look into 2014, we foresee U.S. economic growth matching or exceeding
2013 levels. While unemployment remains high, employment has been rising
steadily. Consumer incomes, savings, wealth, and debt-servicing capacity have
been solid buttresses for the recovering housing and auto industries. Industrial
activity is growing only moderately, but current corporate profits are generally
solid and balance sheets appear able to support needed capital spending and
dividend* payouts. Tax hikes, spending restraint and a better economy have
meaningfully cut the federal budget deficit. A modestly improving European
economy, continuing economic improvement in Japan, and a "soft landing" of 7%
growth in China appear likely to result in improving global growth in 2014,
further supporting the U.S. economy. In addition, we feel that continuing slack
in labor markets and capacity utilization offers the potential for continuing
growth without bottlenecks and rising inflation, making it possible for the
Federal Reserve (the Fed) to continue its accommodative monetary policies.
After observing the strengthening economic trends, the Fed decided in December
2013 to start scaling back its QE (quantitative easing) program, but also said
that short-term interest rates are likely to remain near zero for some time to
come, given that inflation remains subdued and unemployment remains high.
The U.S. government's partial shutdown in October 2013 rattled the markets to a
degree, but does not appear to have had a significant negative impact on the
economy or capital markets. As the year drew to a close, leaders in Washington
reached a bipartisan budget agreement that establishes top-line government
spending levels for the next two fiscal years, a move which should help to
defuse the threat of another shutdown. That certainly was welcome news for
investors who had grown weary of infighting in Washington and wary of the risks
the policy uncertainty caused.
There are certainly risks and uncertainties facing the global economy as we head
into 2014. The European economy, while improving, remains weak, the Japanese
economy faces a tax hike this spring, and a number of emerging market countries
are experiencing difficulties. There are also geopolitical worries abroad and
the aforementioned political fights at home. While most of the widely recognized
risks we've outlined may already be "priced into" the market, we believe
investors should continue to expect market volatility.
* Dividends are not guaranteed.
2 Pioneer Core Equity Fund | Annual Report | 12/31/13
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. And while diversification does not assure a profit
or protect against loss in a declining market, we believe there are still
opportunities for prudent investors to earn attractive returns. Our advice, as
always, is to work closely with a trusted financial advisor to discuss your
goals and work together to develop an investment strategy that meets your
individual needs, keeping in mind that there is no single best strategy that
works for every investor.
Pioneer's investment teams have, since 1928, sought out attractive opportunities
in global equity and bond markets, using in-depth research to identify
undervalued individual securities, and using thoughtful risk management to
construct portfolios which seek to balance potential risks and reward in an
ever-changing world.
We encourage you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
us.pioneerinvestments.com. We greatly appreciate your trust in us, and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These statements should not
be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer Core Equity Fund | Annual Report | 12/31/13 3
Portfolio Management Discussion | 12/31/13
Note to Shareholders: Effective June 7, 2013, Pioneer Research Fund ("the
predecessor fund") reorganized with Pioneer Value Fund. As a result of the
reorganization, Pioneer Value Fund was renamed Pioneer Core Equity Fund. The
investment strategies, performance and financial history, benchmark, inception
date, fiscal year end, and portfolio management team of the combined Fund are
that of the predecessor Pioneer Research Fund.
The domestic equity market delivered robust returns in 2013, as investors bid
higher the prices of stocks they believed would benefit from continued growth in
an improving economy spurred in part by highly supportive monetary policy from
the U.S. Federal Reserve (the Fed). In the following interview, Paul Cloonan and
John Peckham discuss the market environment and the factors that influenced the
performance of Pioneer Core Equity Fund during 12-month period ended December
31, 2013. Mr. Cloonan, Senior Vice President and Co-Head of Equity Research,
U.S., at Pioneer, and Mr. Peckham, Senior Vice President and Co-Head of Equity
Research, U.S., at Pioneer, are responsible for the day-to-day management of the
Fund.
Q How did the Fund perform during the 12-month period ended December 31, 2013?
A Pioneer Core Equity Fund's Class A shares returned 31.02% at net asset value
during the 12-month period ended December 31, 2013, while the Fund's
benchmark, the Standard & Poor's 500 Index (the S&P 500), returned 32.37%.
During the same period the average return of the 1,559 mutual funds in
Morningstar's Large Blend Funds category was 31.50%, and the average return
of the 918 mutual funds in Lipper's Large Cap Core Funds category was
31.34%.
Q How would you describe the investment environment for domestic equities
during the 12-month period ended December 31, 2013?
A The 12-month period was a very good one for domestic stocks. The U.S.
economy continued to grow steadily, albeit relatively slowly, with the job
market registering gains and the housing industry rebounding. Meanwhile, the
Fed maintained monetary policies designed to stimulate job growth and
lending by holding down short-term interest rates in an environment of
subdued inflation and continuing its quantitative easing (QE) bond-
purchasing program. Corporate earnings growth was encouraging, although
unspectacular. Near the end of the 12-month period, investors also grew less
concerned about the effects of partisan political disputes in Washington
over national economic policy after lawmakers reached two bipartisan
agreements: one in October which raised the country's debt ceiling and ended
the partial government shutdown, and another in December which
4 Pioneer Core Equity Fund | Annual Report | 12/31/13
established top-line Federal spending levels for the next two fiscal years.
Meanwhile, worries about the effects of international factors on the economy
abated, despite volatility in the emerging markets, as the European economy
seemed to have finally turned a corner from recession and China appeared to
have avoided a "hard landing" for its economy.
The U.S. stock market soared during the course of the 12-month period, with
23 of the 24 industry groups in the S&P 500 gaining 10% or more. The
consumer discretionary sector led the charge as rising consumer spending
helped fuel gains by many retailers, led by the stellar performance of
stocks such as internet companies Amazon.com and Netflix, and store-based
chains such as Ross Stores and TJX. Meanwhile, home improvement chains Home
Depot and Lowe's benefited both from increased consumer spending and the
recovery in the housing market. The period also saw turnarounds of some
once-troubled national retailers, such as Best Buy. Within the consumer
discretionary group, media stocks made big gains, helped by disciplined
company managements who were able to take advantage of rising advertising
spending and growing demand for programming as well as content across a
number of distribution channels.
Stocks in the financials sector also produced solid gains during the year,
especially life insurance companies, which rebounded primarily with the help
of rising stock prices in their investment portfolios. A steepening of the
yield curve, which reflects the difference between short-term and long-term
interest rates and slopes upward - or steepens - when long-term rates rise
and short-term rates remain low, also helped improve the profits of banks
and capital market-oriented firms in the financials sector during the
period, as those institutions can charge higher interest rates on the
longer-term loans they issue when yields on the longer end of the curve are
rising, while paying out less interest on short-term deposits received.
Nevertheless, some companies in the sector struggled, with real estate
investment trusts (REITs) turning in the poorest performance in the S&P 500
during the period. REITs were hampered by rising longer-term interest rates,
which increased borrowing costs.
Q What types of investments tended to detract from the Fund's
benchmark-relative performance during the 12-month period ended December 31,
2013?
A The Fund's slight underperformance of the S&P 500 during the period derived
mainly from stock selection results in the consumer staples, financials and
information technology sectors.
Several portfolio investments in the consumer staples group underperformed
the market, holding back the Fund's relative performance. One notable
disappointment in the sector was a position in Constellation Brands, a
global wine-and-spirits distribution company. Constellation's share price
declined
Pioneer Core Equity Fund | Annual Report | 12/31/13 5
amid early concerns that the company's stake in the U.S. distribution rights
for Corona Beer could be harmed by a potential anti-trust action by the U.S.
Justice Department. We sold the stock, but it subsequently recovered after
Constellation Brands was able to realize several benefits from a settlement
of the issue. We also sold the Fund's position in Coca-Cola FEMSA, the
Mexican bottling company with rights to Coca-Cola, after its stock
underperformed early in the fiscal year. Nevertheless, the investment was a
significant longer-term winner for the Fund.
The major factor holding back the Fund's relative results in the financials
sector was stock selection in REITs. While the portfolio's underweighted
position in REITs aided performance, security selection proved
disappointing. One such example was a holding in American Campus
Communities, a REIT that invests in college dormitories, which lagged during
the period when its lease occupancy rates fell short of expectations.
In information technology, the Fund's position in data storage specialist
EMC underperformed, despite decent earnings reports. In an environment
hampered by weak overall corporate spending in the information technology
sector, EMC's share price also was held back by concerns about the potential
effects of cloud computing on the company's business. EMC also has to deal
with emerging new challengers in the data storage and protection areas,
notably retailer Amazon.com, which outsources data services to other
companies. We have retained the Fund's investment in EMC, however, as we
believe the company is well positioned to compete over the longer term.
Another technology company in the portfolio that underperformed during the
period was Maxim Integrated Products, a semiconductor company that had
disappointing orders from Samsung, a major customer. We liquidated the
Fund's position.
Q What types of investments had the greatest positive effects on the Fund's
benchmark-relative performance during the 12-month period ended December 31,
2013?
A Investments in the health care, consumer discretionary and telecom services
sectors contributed substantially to the Fund's performance during the
period.
Within health care, a portfolio focus on larger biotechnology firms proved
successful. We have had an emphasis on biotechnology companies in the
portfolio for several years, and that group delivered big gains for the Fund
during the 12-month period as company development pipelines delivered new
drug therapies for major markets. A position in Gilead Sciences, which has
developed products for treating Hepatitis C and HIV infections, was a
significant contributor to the Fund's returns, as was Celgene, which
reported promising results in the development of cancer therapies, including
blood cancer drugs.
6 Pioneer Core Equity Fund | Annual Report | 12/31/13
In the consumer discretionary sector, notable contributions to the Fund's
performance came from two restaurant chains: Chipotle Mexican Grill and
Starbucks. Chipotle enjoyed impressive growth in both same-location sales
and new restaurants, while at the same time improving its profit margins. We
sold the Fund's position and took profits after the stock appreciated
significantly. Starbucks, meanwhile, expanded its beverage and food
offerings and continued to grow steadily, both domestically and
internationally, during the 12-month period.
In telecom services, the Fund's investments in Verizon and U.K.-based
Vodafone both posted significant gains during the 12-month period.
Vodafone's share price gained in value as the company restructured its
operations in Europe, while announcing plans to sell its interest in Verizon
Wireless to Verizon in the United States. Verizon, meanwhile, continued to
generate solid earnings growth.
The top individual contributor to Fund performance during the period was a
position in internet company Yahoo!, which had fallen into disfavor earlier.
Yahoo's share price increased as a new chief executive began repositioning
the company and investors saw opportunity to gain greater value from its
operations in China and in Japan.
Q What is your investment outlook?
A Our investment style remains focused on individual stock research and
selection; that is, finding good companies in which to invest the Fund's
assets. We believe that over the long run, this focus on fundamental
research of individual companies will lead to solid investment results
across the business cycle, and in a variety of market conditions.
We do believe, however, that 2014 has the potential to offer new
opportunities, even after the very strong equity market performance in 2013.
New money continues to flow into the equity market, and we expect that
economic growth in the United States should continue to strengthen, thus
supporting corporate earnings growth. International factors that can
sometimes impinge on the domestic economy also appear to have improved:
Europe's economy has stabilized, while fears about the effects of a downturn
in China's economy appear to have waned.
To be sure, challenges to both the domestic and European economies remain.
In addition, the emerging markets, which remain an important part of the
global economy, could continue to be volatile if capital flows to developing
nations decline. Nevertheless, we are positive about potential investment
opportunities in the coming year.
Pioneer Core Equity Fund | Annual Report | 12/31/13 7
Please refer to the Schedule of Investments on pages 17-23 for a full listing of
Fund securities.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These opinions should not
be relied upon for any other purposes.
8 Pioneer Core Equity Fund | Annual Report | 12/31/13
Portfolio Summary | 12/31/13
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 94.4%
International Common Stocks 4.2%
Depositary Receipts for International Stocks 1.4%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Information Technology 18.6%
Financials 16.4%
Health Care 14.5%
Consumer Discretionary 12.3%
Industrials 10.0%
Energy 9.9%
Consumer Staples 9.4%
Materials 3.5%
Telecommunication Services 2.9%
Utilities 2.5%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Apple, Inc. 4.33%
--------------------------------------------------------------------------------
2. Exxon Mobil Corp. 3.63
--------------------------------------------------------------------------------
3. Google, Inc. 3.26
--------------------------------------------------------------------------------
4. Microsoft Corp. 2.87
--------------------------------------------------------------------------------
5. Citigroup, Inc. 2.45
--------------------------------------------------------------------------------
6. Johnson & Johnson, Inc. 2.41
--------------------------------------------------------------------------------
7. Pfizer, Inc. 2.11
--------------------------------------------------------------------------------
8. The Walt Disney Co. 1.95
--------------------------------------------------------------------------------
9. The PNC Financial Services Group, Inc. 1.84
--------------------------------------------------------------------------------
10. Honeywell International, Inc. 1.83
--------------------------------------------------------------------------------
* This list excludes temporary cash investments and derivative instruments.
The Fund is actively managed, and current holdings may be different. The
holdings listed should not be considered recommendations to buy or sell any
security listed.
Pioneer Core Equity Fund | Annual Report | 12/31/13 9
Prices and Distributions | 12/31/13
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 12/31/13* 12/31/12*
--------------------------------------------------------------------------------
A $15.70 $12.06
--------------------------------------------------------------------------------
B $14.32 $11.04
--------------------------------------------------------------------------------
C $14.19 $10.93
--------------------------------------------------------------------------------
Y $15.85 $12.17
--------------------------------------------------------------------------------
Distributions per Share: 1/1/13- 12/31/13*
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $0.0942 $ -- $ --
--------------------------------------------------------------------------------
B $ -- $ -- $ --
--------------------------------------------------------------------------------
C $ -- $ -- $ --
--------------------------------------------------------------------------------
Y $0.1420 $ -- $ --
--------------------------------------------------------------------------------
* The Fund acquired the assets and liabilities of Pioneer Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial history
became the performance and financial history of the Fund. Historical
per-share amounts prior to June 7, 2013 have been adjusted to reflect the
conversion ratios used for the reorganization.
Index Definition
--------------------------------------------------------------------------------
The Standard & Poor's 500 Index is an unmanaged, commonly used measure of the
broad U.S. stock market. Index returns are calculated monthly, assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees,
expenses or sales charges. It is not possible to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 11-14.
10 Pioneer Core Equity Fund | Annual Report | 12/31/13
Performance Update | 12/31/13 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class A shares of Pioneer Core Equity Fund at public offering
price during the periods shown, compared to that of the Standard & Poor's 500
Index.
Average Annual Total Returns
(As of December 31, 2013)
--------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------------------------
10 Years 7.97% 7.33%
5 Years 17.72 16.34
1 Year 31.02 23.46
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated February 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.06%
--------------------------------------------------------------------------------
Value of $10,000 Investment
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Pioneer Core Standard & Poor's
Equity Fund 500 Index
12/31/2003 $ 9,425 $ 10,000
12/31/2004 $ 10,493 $ 11,087
12/31/2005 $ 11,248 $ 11,632
12/31/2006 $ 12,948 $ 13,467
12/31/2007 $ 13,852 $ 14,206
12/31/2008 $ 8,973 $ 8,951
12/31/2009 $ 11,585 $ 11,321
12/31/2010 $ 13,390 $ 13,029
12/31/2011 $ 13,520 $ 13,301
12/31/2012 $ 15,482 $ 15,427
12/31/2013 $ 20,284 $ 20,421
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class A shares of the Fund is
the performance of Class A shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
Pioneer Core Equity Fund | Annual Report | 12/31/13 11
Performance Update | 12/31/13 Class B Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class B shares of Pioneer Core Equity Fund during the periods
shown, compared to that of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of December 31, 2013)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 7.00% 7.00%
5 Years 16.63 16.63
1 Year 29.73 25.73
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated February 1, 2014)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
2.94% 2.15%
--------------------------------------------------------------------------------
Value of $10,000 Investment
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Pioneer Core Standard & Poor's
Equity Fund 500 Index
12/31/2003 $ 10,000 $ 10,000
12/31/2004 $ 11,051 $ 11,087
12/31/2005 $ 11,736 $ 11,632
12/31/2006 $ 13,383 $ 13,467
12/31/2007 $ 14,206 $ 14,206
12/31/2008 $ 9,116 $ 8,951
12/31/2009 $ 11,667 $ 11,321
12/31/2010 $ 13,357 $ 13,029
12/31/2011 $ 13,372 $ 13,301
12/31/2012 $ 15,167 $ 15,427
12/31/2013 $ 19,677 $ 20,421
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). The maximum CDSC for Class B shares is 4% and declines over five years.
For more complete information, please see the prospectus.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitation currently in
effect through May 1, 2015, for Class B shares. There can be no assurance that
Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class B shares of the Fund is
the performance of Class B shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
12 Pioneer Core Equity Fund | Annual Report | 12/31/13
Performance Update | 12/31/13 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class C shares of Pioneer Core Equity Fund for the periods
shown, compared to that of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of December 31, 2013)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 7.03% 7.03%
5 Years 16.63 16.63
1 Year 29.81 29.81
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated February 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
2.13%
--------------------------------------------------------------------------------
Value of $10,000 Investment
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Pioneer Core Standard & Poor's
Equity Fund 500 Index
12/31/2003 $ 10,000 $ 10,000
12/31/2004 $ 11,059 $ 11,087
12/31/2005 $ 11,741 $ 11,632
12/31/2006 $ 13,390 $ 13,467
12/31/2007 $ 14,220 $ 14,206
12/31/2008 $ 9,141 $ 8,951
12/31/2009 $ 11,693 $ 11,321
12/31/2010 $ 13,391 $ 13,029
12/31/2011 $ 13,406 $ 13,301
12/31/2012 $ 15,198 $ 15,427
12/31/2013 $ 19,729 $ 20,421
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). The performance of Class C shares does not reflect
the 1% front-end sales charge in effect prior to February 1, 2004. If you paid a
1% sales charge, your returns would be lower than those shown above. "If Held"
results represent the percent change in net asset value per share. Returns would
have been lower had sales charges been reflected. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class C shares of the Fund is
the performance of Class C shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
Pioneer Core Equity Fund | Annual Report | 12/31/13 13
Performance Update | 12/31/13 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Class Y shares of Pioneer Core Equity Fund during the periods
shown, compared to that of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of December 31, 2013)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 8.26% 8.26%
5 Years 18.05 18.05
1 Year 31.49 31.49
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated February 1, 2014)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
0.92%
--------------------------------------------------------------------------------
Value of $5 Million Investment
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Pioneer Core Standard & Poor's
Equity Fund 500 Index
12/31/2003 $ 5,000,000 $ 5,000,000
12/31/2004 $ 5,573,478 $ 5,543,709
12/31/2005 $ 5,983,133 $ 5,815,782
12/31/2006 $ 6,897,984 $ 6,733,574
12/31/2007 $ 7,419,522 $ 7,103,218
12/31/2008 $ 4,825,853 $ 4,475,720
12/31/2009 $ 6,247,679 $ 5,660,505
12/31/2010 $ 7,240,590 $ 6,514,343
12/31/2011 $ 7,327,651 $ 6,650,334
12/31/2012 $ 8,413,007 $ 7,713,571
12/31/2013 $ 11,062,635 $ 10,210,582
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
The Fund acquired the assets and liabilities of Pioneer Research Fund ("the
predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class Y shares of the Fund is
the performance of Class Y shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
Performance shown for periods prior to the inception of Class Y shares of the
predecessor fund on August 11, 2004, reflects the NAV performance of the
predecessor fund's Class A shares. The performance does not reflect differences
in expenses, including the Rule 12b-1 fees applicable to Class A shares. Since
fees for Class A shares are generally higher than those of Class Y shares, the
performance for Class Y shares of the predecessor fund prior to their inception
on August 11, 2004, would have been higher than that shown. Class Y shares are
not subject to sales charges and are available for limited groups of eligible
investors, including institutional investors. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
14 Pioneer Core Equity Fund | Annual Report | 12/31/13
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
--------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses.You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value (divided by) $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period" to
estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Core Equity Fund
Based on actual returns from July 1, 2013, through December 31, 2013.
--------------------------------------------------------------------------------
Share Class A B C Y
--------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00
on 7/1/13
--------------------------------------------------------------------------------
Ending Account Value $1,172.12 $1,165.17 $1,166.94 $1,174.96
(after expenses)
on 12/31/13
--------------------------------------------------------------------------------
Expenses Paid $ 5.42 $ 11.73 $ 10.49 $ 4.11
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.99%,
2.15%, 1.92%, and 0.75% for Class A, Class B, Class C, and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/365 (to reflect the one-half year period).
Pioneer Core Equity Fund | Annual Report | 12/31/13 15
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Core Equity Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from July 1, 2013, through December 31, 2013.
--------------------------------------------------------------------------------
Share Class A B C Y
--------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00
on 7/1/13
--------------------------------------------------------------------------------
Ending Account Value $1,020.21 $1,014.37 $1,015.53 $1,021.42
(after expenses)
on 12/31/13
--------------------------------------------------------------------------------
Expenses Paid $ 5.04 $ 10.92 $ 9.75 $ 3.82
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.99%,
2.15%, 1.92%, and 0.75% for Class A, Class B, Class C, and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/365 (to reflect the one-half year period).
16 Pioneer Core Equity Fund | Annual Report | 12/31/13
Schedule of Investments | 12/31/13
--------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------
COMMON STOCKS -- 99.4%
ENERGY -- 9.9%
Oil & Gas Equipment & Services -- 0.8%
250,137 Halliburton Co. $ 12,694,453
--------------------------------------------------------------------------------
Integrated Oil & Gas -- 4.6%
591,900 Exxon Mobil Corp. $ 59,900,280
171,145 Occidental Petroleum Corp. 16,275,890
--------------
$ 76,176,170
--------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 3.3%
151,300 Apache Corp. $ 13,002,722
265,700 ConocoPhillips, Inc. 18,771,705
75,500 EOG Resources, Inc. 12,671,920
299,654 Marathon Oil Corp. 10,577,786
--------------
$ 55,024,133
--------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 1.2%
217,584 Marathon Petroleum Corp. $ 19,958,980
--------------
Total Energy $ 163,853,736
--------------------------------------------------------------------------------
MATERIALS -- 3.5%
Commodity Chemicals -- 1.4%
280,900 LyondellBasell Industries NV $ 22,550,652
--------------------------------------------------------------------------------
Fertilizers & Agricultural Chemicals -- 1.2%
176,320 Monsanto Co. $ 20,550,096
--------------------------------------------------------------------------------
Specialty Chemicals -- 0.9%
149,475 Ecolab, Inc. $ 15,585,758
--------------
Total Materials $ 58,686,506
--------------------------------------------------------------------------------
CAPITAL GOODS -- 7.9%
Aerospace & Defense -- 3.0%
331,400 Honeywell International, Inc. $ 30,280,018
175,771 United Technologies Corp. 20,002,740
--------------
$ 50,282,758
--------------------------------------------------------------------------------
Building Products -- 0.0%+
1 Allegion Plc $ 44
--------------------------------------------------------------------------------
Electrical Components & Equipment -- 1.6%
353,400 Eaton Corp., Plc $ 26,900,808
--------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 0.9%
98,153 Cummins, Inc. $ 13,836,628
--------------------------------------------------------------------------------
Industrial Machinery -- 2.4%
315,934 Ingersoll-Rand Plc $ 19,461,534
158,000 Parker Hannifin Corp. 20,325,120
--------------
$ 39,786,654
--------------
Total Capital Goods $ 130,806,892
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/13 17
Schedule of Investments | 12/31/13 (continued)
--------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------
TRANSPORTATION -- 2.1%
Air Freight & Logistics -- 0.8%
92,010 FedEx Corp. $ 13,228,278
--------------------------------------------------------------------------------
Railroads -- 1.3%
125,302 Union Pacific Corp. $ 21,050,736
--------------
Total Transportation $ 34,279,014
--------------------------------------------------------------------------------
CONSUMER SERVICES -- 1.7%
Hotels, Resorts & Cruise Lines -- 0.8%
264,226 Marriott International, Inc. $ 13,042,195
--------------------------------------------------------------------------------
Restaurants -- 0.9%
185,645 Starbucks Corp. $ 14,552,712
--------------
Total Consumer Services $ 27,594,907
--------------------------------------------------------------------------------
MEDIA -- 5.1%
Broadcasting -- 0.8%
213,600 CBS Corp. (Class B) $ 13,614,864
--------------------------------------------------------------------------------
Cable & Satellite -- 1.4%
446,235 Comcast Corp. $ 23,188,602
--------------------------------------------------------------------------------
Movies & Entertainment -- 2.9%
422,019 The Walt Disney Co. $ 32,242,252
221,892 Time Warner, Inc. 15,470,310
--------------
$ 47,712,562
--------------
Total Media $ 84,516,028
--------------------------------------------------------------------------------
RETAILING -- 5.5%
Internet Retail -- 1.4%
59,006 Amazon.com, Inc.* $ 23,531,003
--------------------------------------------------------------------------------
Department Stores -- 0.7%
222,488 Macy's, Inc. $ 11,880,859
--------------------------------------------------------------------------------
Apparel Retail -- 1.2%
260,990 Ross Stores, Inc. $ 19,555,981
--------------------------------------------------------------------------------
Home Improvement Retail -- 1.6%
548,171 Lowe's Companies, Inc. $ 27,161,873
--------------------------------------------------------------------------------
Specialty Stores -- 0.6%
159,300 Dick's Sporting Goods, Inc. $ 9,255,330
--------------
Total Retailing $ 91,385,046
--------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 2.0%
Drug Retail -- 1.4%
321,408 CVS Caremark Corp. $ 23,003,171
--------------------------------------------------------------------------------
Food Retail -- 0.6%
173,600 Whole Foods Market, Inc. $ 10,039,288
--------------
Total Food & Staples Retailing $ 33,042,459
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Core Equity Fund | Annual Report | 12/31/13
--------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 5.5%
Soft Drinks -- 1.5%
293,680 PepsiCo, Inc. $ 24,357,819
--------------------------------------------------------------------------------
Packaged Foods & Meats -- 3.0%
431,485 Campbell Soup Co. $ 18,674,671
260,180 Green Mountain Coffee Roasters, Inc.* 19,664,404
122,073 The Hershey Co. 11,869,158
--------------
$ 50,208,233
--------------------------------------------------------------------------------
Tobacco -- 1.0%
455,219 Altria Group, Inc. $ 17,475,857
--------------
Total Food, Beverage & Tobacco $ 92,041,909
--------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 1.8%
Household Products -- 0.7%
196,604 Colgate-Palmolive Co. $ 12,820,547
--------------------------------------------------------------------------------
Personal Products -- 1.1%
238,047 The Estee Lauder Companies, Inc. $ 17,929,700
--------------
Total Household & Personal Products $ 30,750,247
--------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 4.6%
Health Care Equipment -- 0.7%
166,245 Covidien Plc $ 11,321,284
--------------------------------------------------------------------------------
Health Care Distributors -- 0.9%
225,989 Cardinal Health, Inc. $ 15,098,325
--------------------------------------------------------------------------------
Health Care Services -- 1.6%
141,962 DaVita HealthCare Partners, Inc.* $ 8,996,132
247,994 Express Scripts Holding Co.* 17,419,099
--------------
$ 26,415,231
--------------------------------------------------------------------------------
Managed Health Care -- 1.4%
181,890 Aetna, Inc. $ 12,475,835
110,769 Humana, Inc. 11,433,576
--------------
$ 23,909,411
--------------
Total Health Care Equipment & Services $ 76,744,251
--------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE
SCIENCES -- 9.9%
Biotechnology -- 3.5%
107,167 Celgene Corp.* $ 18,106,936
376,496 Gilead Sciences, Inc.* 28,293,674
161,208 Vertex Pharmaceuticals, Inc.* 11,977,754
--------------
$ 58,378,364
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/13 19
Schedule of Investments | 12/31/13 (continued)
--------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------
Pharmaceuticals -- 6.4%
141,013 Actavis Plc* $ 23,690,184
120,850 AstraZeneca Plc (A.D.R.) 7,174,864
434,518 Johnson & Johnson, Inc. 39,797,504
1,139,657 Pfizer, Inc. 34,907,694
--------------
$ 105,570,246
--------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 163,948,610
--------------------------------------------------------------------------------
BANKS -- 4.3%
Regional Banks -- 4.3%
366,200 BB&T Corp. $ 13,666,584
1 First Horizon National Corp. 12
860,820 KeyCorp 11,552,204
1,578,500 Regions Financial Corp. 15,611,365
392,464 The PNC Financial Services Group, Inc. 30,447,357
--------------
$ 71,277,522
--------------
Total Banks $ 71,277,522
--------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 8.6%
Other Diversified Financial Services -- 2.5%
777,432 Citigroup, Inc. $ 40,511,982
--------------------------------------------------------------------------------
Specialized Finance -- 0.6%
245,100 The NASDAQ OMX Group, Inc. $ 9,754,980
--------------------------------------------------------------------------------
Consumer Finance -- 0.8%
247,765 Discover Financial Services, Inc. $ 13,862,452
--------------------------------------------------------------------------------
Asset Management & Custody Banks -- 2.0%
62,500 Affiliated Managers Group, Inc.* $ 13,555,000
310,093 The Carlyle Group LP 11,045,513
249,443 Walter Investment Management Corp.* 8,820,304
--------------
$ 33,420,817
--------------------------------------------------------------------------------
Investment Banking & Brokerage -- 2.7%
851,600 Morgan Stanley Co. $ 26,706,176
103,388 The Goldman Sachs Group, Inc. 18,326,557
--------------
$ 45,032,733
--------------
Total Diversified Financials $ 142,582,964
--------------------------------------------------------------------------------
INSURANCE -- 3.5%
Life & Health Insurance -- 1.0%
242,578 Aflac, Inc. $ 16,204,210
--------------------------------------------------------------------------------
Multi-line Insurance -- 0.8%
361,600 Hartford Financial Services Group, Inc. $ 13,100,768
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Core Equity Fund | Annual Report | 12/31/13
--------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------
Property & Casualty Insurance -- 1.7%
155,898 ACE, Ltd. $ 16,140,120
221,063 The Allstate Corp. 12,056,776
--------------
$ 28,196,896
--------------
Total Insurance $ 57,501,874
--------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 10.4%
Internet Software & Services -- 5.8%
274,000 eBay, Inc.* $ 15,039,860
48,026 Google, Inc.* 53,823,218
693,932 Yahoo!, Inc.* 28,062,610
--------------
$ 96,925,688
--------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 1.7%
125,040 Visa, Inc. $ 27,843,907
--------------------------------------------------------------------------------
Systems Software -- 2.9%
1,265,412 Microsoft Corp. $ 47,364,371
--------------
Total Software & Services $ 172,133,966
--------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 6.8%
Communications Equipment -- 1.0%
185,902 F5 Networks, Inc.* $ 16,891,056
--------------------------------------------------------------------------------
Computer Hardware -- 4.3%
127,454 Apple, Inc. $ 71,515,717
--------------------------------------------------------------------------------
Computer Storage & Peripherals -- 1.5%
988,620 EMC Corp. $ 24,863,793
--------------
Total Technology Hardware & Equipment $ 113,270,566
--------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.3%
Semiconductors -- 1.3%
186,404 Analog Devices, Inc. $ 9,493,556
280,358 Xilinx, Inc. 12,874,039
--------------
$ 22,367,595
--------------
Total Semiconductors & Semiconductor Equipment $ 22,367,595
--------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 2.4%
Integrated Telecommunication Services -- 1.5%
508,846 Verizon Communications, Inc. $ 25,004,692
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/13 21
Schedule of Investments | 12/31/13 (continued)
--------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------
Wireless Telecommunication Services -- 0.9%
369,600 Vodafone Group Plc (A.D.R.) $ 14,528,976
--------------
Total Telecommunication Services $ 39,533,668
--------------------------------------------------------------------------------
UTILITIES -- 2.6%
Electric Utilities -- 1.5%
262,029 American Electric Power Co., Inc. $ 12,247,235
146,370 NextEra Energy, Inc. 12,532,199
--------------
$ 24,779,434
--------------------------------------------------------------------------------
Multi-Utilities -- 1.1%
491,870 Ameren Corp. $ 17,786,019
--------------
Total Utilities $ 42,565,453
--------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $1,349,011,276) $1,648,883,213
--------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 99.4%
(Cost $1,349,011,276) (a) $1,648,883,213
--------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 0.6% $ 10,334,209
--------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $1,659,217,422
================================================================================
* Non-income producing security.
(A.D.R.) American Depositary Receipts.
+ Amount rounds to less than 0.1%.
(a) At December 31, 2013, the net unrealized appreciation on investments
based on cost for federal income tax purposes of $1,352,553,555 was as
follows:
Aggregate gross unrealized appreciation for all investments in
which there is an excess of value over tax cost $299,356,230
Aggregate gross unrealized depreciation for all investments in
which there is an excess of tax cost over value (3,026,572)
-------------
Net unrealized appreciation $296,329,658
=============
Purchases and sales of securities (excluding temporary cash investments) for the
year ended December 31, 2013 aggregated $575,187,850 and $652,060,951,
respectively.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Level 1 - quoted prices in active markets for identical securities.
Level 2 - other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit
risk, etc.) See Notes to Financial Statements -- Note 1A.
Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments) See Notes to
Financial Statements -- Note 1A.
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans as Level 2 and securities valued using fair value methods
(other than prices supplied by independent pricing services) as Level 3.
The accompanying notes are an integral part of these financial statements.
22 Pioneer Core Equity Fund | Annual Report | 12/31/13
The following is a summary of the inputs used as of December 31, 2013, in
valuing the Fund's investments:
--------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------
Common Stocks $1,648,883,213 $ -- $ -- $1,648,883,213
--------------------------------------------------------------------------------
Total $1,648,883,213 $ -- $ -- $1,648,883,213
================================================================================
During the year ended December 31, 2013, there were no transfers between Levels
1, 2 and 3.
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/13 23
Statement of Assets and Liabilities | 12/31/13
ASSETS:
Investment in securities (cost $1,349,011,276) $1,648,883,213
Cash 15,680,753
Foreign currencies, at value (cost $2,956) 2,972
Receivables --
Investment securities sold 6,292,661
Fund shares sold 99,982
Dividends 1,987,188
Other 15,306
-------------------------------------------------------------------------------
Total assets $1,672,962,075
===============================================================================
LIABILITIES:
Payables --
Investment securities purchased $ 12,233,493
Fund shares repurchased 732,953
Dividends 67,668
Due to Pioneer Investment Management, Inc. 5,056
Due to affiliates 466,169
Accrued expenses 239,314
-------------------------------------------------------------------------------
Total liabilities $ 13,744,653
===============================================================================
NET ASSETS:
Paid-in capital $1,745,983,992
Undistributed net investment income 232,572
Accumulated net realized loss on investments and foreign
currency transactions (386,871,095)
Net unrealized appreciation on investments 299,871,937
Net unrealized appreciation on other assets and liabilities
denominated in foreign currencies 16
-------------------------------------------------------------------------------
Total net assets $1,659,217,422
===============================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $1,585,294,123/100,948,143 shares) $ 15.70
Class B (based on $2,999,473/209,453 shares) $ 14.32
Class C (based on $11,111,555/782,832 shares) $ 14.19
Class Y (based on $59,812,271/3,774,741 shares) $ 15.85
MAXIMUM OFFERING PRICE:
Class A ($15.70/94.25%) $ 16.66
===============================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Core Equity Fund | Annual Report | 12/31/13
Statement of Operations
For the Year Ended 12/31/13
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $9,327) $ 15,225,709
Interest 4,382
-------------------------------------------------------------------------------------------
Total investment income $ 15,230,091
-------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 4,546,900
Transfer agent fees
Class A 638,772
Class B 13,627
Class C 10,773
Class Y 1,095
Distribution fees
Class A 2,121,088
Class B 21,309
Class C 76,198
Shareholder communications expense 739,086
Administrative reimbursements 272,427
Custodian fees 25,621
Registration fees 191,138
Professional fees 127,619
Printing expense 94,523
Fees and expenses of nonaffiliated Trustees 37,774
Miscellaneous 10,623
-------------------------------------------------------------------------------------------
Total expenses $ 8,928,573
Less fees waived and expenses reimbursed by
Pioneer Investment Management, Inc. (7,712)
-------------------------------------------------------------------------------------------
Net expenses $ 8,920,861
-------------------------------------------------------------------------------------------
Net investment income $ 6,309,230
-------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investments $ 251,084,684
Other assets and liabilities denominated in
foreign currencies 4 $ 251,084,688
-------------------------------------------------------------------------------------------
Change in net unrealized appreciation on:
Investments $ (42,801,680)
Other assets and liabilities denominated in
foreign currencies 16 $ (42,801,664)
-------------------------------------------------------------------------------------------
Net gain on investments and foreign currency transactions $ 208,283,024
-------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 214,592,254
===========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/13 25
Statements of Changes in Net Assets
----------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/13 12/31/12
----------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 6,309,230 $ 470,888
Net realized gain on investments and foreign
currency transactions 251,084,688 2,455,304
Change in net unrealized appreciation (depreciation) on
investments and foreign currency transactions (42,801,664) 4,478,207
----------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $ 214,592,254 $ 7,404,399
----------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.09* and $0.08* per share, respectively) $ (5,422,071) $ (165,303)
Class C ($0.00* and $0.01* per share, respectively) -- (4,618)
Class Y ($0.14* and $0.10* per share, respectively) (462,355) (296,423)
----------------------------------------------------------------------------------------
Total distributions to shareowners $ (5,884,426) $ (466,344)
----------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale or exchange of shares $ 40,425,981 $ 20,385,338
Shares issued in reorganization 1,456,910,518 --
Reinvestment of distributions 5,188,297 223,399
Cost of shares repurchased (114,662,950) (15,593,080)
----------------------------------------------------------------------------------------
Net increase in net assets resulting from
Fund share transactions $1,387,861,846 $ 5,015,657
----------------------------------------------------------------------------------------
Net increase in net assets $1,596,569,674 $ 11,953,712
NET ASSETS:
Beginning of year $ 62,647,748 $ 50,694,036
----------------------------------------------------------------------------------------
End of year $1,659,217,422 $ 62,647,748
========================================================================================
Undistributed net investment income $ 232,572 $ 8,715
========================================================================================
* Historical per share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratios used for the reorganization of the fund with
Pioneer Research Fund.
The accompanying notes are an integral part of these financial statements.
26 Pioneer Core Equity Fund | Annual Report | 12/31/13
----------------------------------------------------------------------------------------
'13 Shares '13 Amount '12 Shares '12 Amount
----------------------------------------------------------------------------------------
Class A*
Shares sold 1,531,805 $ 21,575,373 902,360 $ 10,720,968
Shares issued in
reorganization 104,128,727 1,440,920,816 -- --
Reinvestment of distributions 324,881 5,078,946 12,293 148,549
Less shares repurchased (7,019,110) (101,470,474) (436,926) (5,137,526)
----------------------------------------------------------------------------------------
Net increase 98,966,303 $1,366,104,661 477,727 $ 5,731,991
========================================================================================
Class B*
Shares sold or exchanged 11,081 $ 136,434 59,812 $ 624,254
Shares issued in
reorganization 179,044 2,266,334 -- --
Less shares repurchased (86,727) (1,090,017) (169,153) (1,848,710)
----------------------------------------------------------------------------------------
Net increase 103,398 $ 1,312,751 (109,341) $ (1,224,456)
========================================================================================
Class C*
Shares sold 181,450 $ 2,280,382 250,499 $ 2,655,935
Shares issued in
reorganization 388,889 4,870,847 -- --
Reinvestment of distributions -- 206 365 3,987
Less shares repurchased (125,491) (1,610,723) (102,519) (1,112,254)
----------------------------------------------------------------------------------------
Net increase 444,848 $ 5,540,712 148,345 $ 1,547,668
========================================================================================
Class Y*
Shares sold 1,095,403 $ 16,433,792 532,676 $ 6,384,181
Shares issued in
reorganization 634,124 8,852,521 -- --
Reinvestment of distributions 7,172 109,145 5,812 70,863
Less shares repurchased (745,827) (10,491,736) (635,282) (7,494,590)
----------------------------------------------------------------------------------------
Net increase 990,872 $ 14,903,722 (96,794) $ (1,039,546)
========================================================================================
* Historical per share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratios used for the reorganization of the Fund with
Pioneer Research Fund.
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/13 27
Financial Highlights
----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/13(a) 12/31/12(a) 12/31/11(a) 12/31/10(a) 12/31/09(a)
----------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 12.06 $ 10.61 $ 10.57 $ 9.19 $ 7.20
----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.10 $ 0.08 $ 0.06 $ 0.06 $ 0.07
Net realized and unrealized gain (loss) on investments 3.63 1.45 0.05 1.38 2.02
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.73 $ 1.53 $ 0.11 $ 1.44 $ 2.09
----------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.09) $ (0.08) $ (0.07) $ (0.06) $ (0.10)
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.64 $ 1.45 $ 0.04 $ 1.38 $ 1.99
----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.70 $ 12.06 $ 10.61 $ 10.57 $ 9.19
============================================================================================================================
Total return* 31.02% 14.51% 0.97% 15.58% 29.11%
Ratio of net expenses to average net assets 0.99% 1.25% 1.25% 1.25% 1.25%
Ratio of net investment income to average net assets 0.70% 0.76% 0.59% 0.56% 0.90%
Portfolio turnover rate 67% 59% 57% 57% 90%
Net assets, end of period (in thousands) $1,585,294 $23,907 $15,957 $13,890 $13,866
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses 0.99% 1.59% 1.55% 1.53% 1.62%
Net investment income 0.70% 0.42% 0.29% 0.28% 0.53%
============================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
(a) The Fund acquired the assets and liabilities of Pioneer Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial history
became the performance and financial history of the Fund. Historical
per-share amounts prior to June 7, 2013 have been adjusted to reflect the
conversion ratio used to align the net asset values of the Predecessor Fund
with those of the Fund.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Core Equity Fund | Annual Report | 12/31/13
----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/13(d) 12/31/12(d) 12/31/11(d) 12/31/10(d) 12/31/09(d)
----------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 11.04 $ 9.73 $ 9.72 $ 8.49 $ 6.64
--------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.04)(b) $ (0.03)(b) $ (0.04) $ (0.03) 0.00(a)
Net realized and unrealized gain (loss) on investments 3.32 1.34 0.05 1.26 1.86
--------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.28 $ 1.31 $ 0.01 $ 1.23 $ 1.86
--------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ --(c) $ --(c) $ --(c) $ --(c) $(0.01)
--------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.28 $ 1.31 $ 0.01 $ 1.23 $ 1.85
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.32 $ 11.04 $ 9.73 $ 9.72 $ 8.49
==========================================================================================================================
Total return* 29.73% 13.42% 0.11% 14.49% 27.98%
Ratio of net expenses to average net assets 2.15% 2.15% 2.15% 2.15% 2.15%
Ratio of net investment income (loss) to average net assets (0.42)% (0.22)% (0.36)% (0.36)% 0.03%
Portfolio turnover rate 67% 59% 57% 57% 90%
Net assets, end of period (in thousands) $ 2,999 $ 1,171 $ 2,097 $ 3,434 $4,453
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses 2.51% 2.58% 2.52% 2.47% 2.54%
Net investment loss (0.78)% (0.65)% (0.73)% (0.68)% (0.36)%
==========================================================================================================================
(a) Amounts round to less than $0.01 per share.
(b) The amount shown for a share outstanding does not correspond with the net
investment gain on the Statement of Operations for the period due to timing
of the sales and repurchases of shares.
(c) Dividends and or capital gain distributions may continue to be reinvested in
Class B shares, and shareholders may exchange their Class B shares for Class
shares of other Pioneer Funds, as permitted by existing exchange privileges.
(d) The Fund acquired the assets and liabilities of Pioneer Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial history
became the performance and financial history of the Fund. Historical
per-share amounts prior to June 7, 2013 have been adjusted to reflect the
conversion ratio used to align the net asset values of the Predecessor Fund
with those of the Fund.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/13 29
Financial Highlights (continued)
-----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/13(c) 12/31/12(c) 12/31/11(c) 12/31/10(c) 12/31/09(c)
-----------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 10.93 $ 9.65 $ 9.64 $ 8.42 $ 6.61
-----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.02)(b) $ (0.01)(b) $ (0.03) $ (0.03) 0.00(a)
Net realized and unrealized gain (loss) on investments 3.28 1.30 0.04 1.25 1.84
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.26 $ 1.29 $ 0.01 $ 1.22 $ 1.84
-----------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ -- $ (0.01) $ -- $ -- $ (0.03)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.26 $ 1.28 $ 0.01 $ 1.22 $ 1.81
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.19 $ 10.93 $ 9.65 $ 9.64 $ 8.42
=============================================================================================================================
Total return* 29.81% 13.37% 0.11% 14.52% 27.93%
Ratio of net expenses to average net assets 1.92% 2.15% 2.15% 2.15% 2.15%
Ratio of net investment income (loss) to average net assets (0.17)% (0.14)% (0.32)% (0.33)% 0.01%
Portfolio turnover rate 67% 59% 57% 57% 90%
Net assets, end of period (in thousands) $ 11,112 $ 3,695 $ 1,829 $ 1,630 $ 1,422
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses 1.92% 2.31% 2.35% 2.38% 2.50%
Net investment income (loss) (0.17)% (0.30)% (0.52)% (0.56)% (0.34)%
=============================================================================================================================
(a) Amounts round to less than $0.01 per share.
(b) The amount shown for a share outstanding does not correspond with the net
investment gain on the Statement of Operations for the period due to timing
of the sales and repurchases of shares.
(c) The Fund acquired the assets and liabilities of Pioneer Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial history
became the performance and financial history of the Fund. Historical
per-share amounts prior to June 7, 2013 have been adjusted to reflect the
conversion ratio used to align the net asset values of the Predecessor Fund
with those of the Fund.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges ere taken into
account.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Core Equity Fund | Annual Report | 12/31/13
----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/13(a) 12/31/12(a) 12/31/11(a) 12/31/10(a) 12/31/09(a)
----------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 12.17 $ 10.69 $ 10.66 $ 9.27 $ 7.25
----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.14 $ 0.11 $ 0.10 $ 0.09 $ 0.13
Net realized and unrealized gain (loss) on investments 3.68 1.47 0.03 1.39 2.01
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 3.82 $ 1.58 $ 0.13 $ 1.48 $ 2.14
----------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.14) $ (0.10) $ (0.10) $ (0.09) $ (0.12)
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.68 $ 1.48 $ 0.03 $ 1.39 $ 2.02
----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.85 $ 12.17 $ 10.69 $ 10.66 $ 9.27
============================================================================================================================
Total return* 31.49% 14.81% 1.20% 15.89% 29.46%
Ratio of net expenses to average net assets 0.75% 1.02% 0.97% 0.96% 0.97%
Ratio of net investment income to average net assets 1.01% 0.97% 0.81% 0.86% 1.22%
Portfolio turnover rate 67% 59% 57% 57% 90%
Net assets, end of period (in thousands) $59,812 $33,875 $30,811 $47,810 $44,744
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses 0.75% 1.02% 0.97% 0.96% 0.97%
Net investment income 1.01% 0.97% 0.81% 0.86% 1.22%
============================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period.
(a) The Fund acquired the assets and liabilities of Pioneer Research Fund (the
"predecessor fund") on June 7, 2013 (the "reorganization"). As a result of
the reorganization, the predecessor fund's performance and financial history
became the performance and financial history of the Fund. Historical
per-share amounts prior to June 7, 2013 have been adjusted to reflect the
conversion ratio used to align the net asset values of the Predecessor Fund
with those of the Fund.
The accompanying notes are an integral part of these financial statements.
Pioneer Core Equity Fund | Annual Report | 12/31/13 31
Notes to Financial Statements | 12/31/13
1. Organization and Significant Accounting Policies
Pioneer Core Equity Fund (the Fund) is a diversified series of Pioneer Series
Trust XI, a Delaware statutory trust registered under the Investment Company Act
of 1940 as an open-end management investment company. The Fund acquired the
assets and liabilities of Pioneer Research Fund on June 7, 2013. Pioneer
Research Fund was the accounting survivor of the reorganization. Accordingly,
Pioneer Research Fund's performance and financial history became the performance
and financial history of the Fund. The financial highlights and shareholder
activity, as reflected in the statement of changes in net assets, have been
adjusted to reflect the conversion ratios used for the reorganization of the
Fund with Pioneer Research Fund. Prior to the reorganization, the Fund was named
Pioneer Value Fund. The investment objective of the Fund is to seek long-term
capital growth.
The Fund offers four classes of shares designated as Class A, Class B, Class C
and Class Y shares. Effective as of the close of business on December 31, 2009,
Class B shares are no longer offered to new or existing shareholders, except
that dividends and/or capital gain distributions may continue to be reinvested
in Class B shares, and shareholders may exchange their Class B shares for Class
B shares of other Pioneer funds, as permitted by existing exchange privileges.
Each class of shares represents an interest in the same portfolio of investments
of the Fund and has identical rights (based on relative net asset values) to
assets and liquidation proceeds. Share classes can bear different rates of
class-specific fees and expenses such as transfer agent and distribution fees.
Differences in class-specific fees and expenses will result in differences in
net investment income and, therefore, the payment of different dividends from
net investment income earned by each class. The Amended and Restated Declaration
of Trust of the Fund gives the Board the flexibility to specify either per-share
voting or dollar-weighted voting when submitting matters for shareholder
approval. Under per-share voting, each share of a class of the Fund is entitled
to one vote. Under dollar-weighted voting, a shareholder's voting power is
determined not by the number of shares owned, but by the dollar value of the
shares on the record date. Each share class has exclusive voting rights with
respect to matters affecting only that class, including with respect to the
distribution plan for that class. There is no distribution plan for Class Y
shares. Class B shares convert to Class A shares approximately eight years after
the date of purchase.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the Fund
to, among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets
32 Pioneer Core Equity Fund | Annual Report | 12/31/13
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gain or loss on investments during the reporting
period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. In computing
the net asset value, securities that have traded on an exchange are valued
at the last sale price on the principal exchange where they are traded.
Securities that have not traded on the date of valuation, or securities for
which sale prices are not available, generally are valued at the mean
between the last bid and asked prices. Short-term fixed-income securities
with remaining maturities of sixty days or less generally are valued at
amortized cost. Shares of money market mutual funds are valued at such
funds' net asset value.
Trading in foreign securities is substantially completed each day at various
times prior to the close of the NYSE. The values of such securities used in
computing the net asset value of the Fund's shares are determined as of such
times.
Securities for which independent pricing services are unable to supply
prices or for which market prices and/or quotations are not readily
available or are considered to be unreliable are valued by a fair valuation
team comprised of certain personnel of Pioneer Investment Management, Inc.
(PIM), the Fund's investment adviser, pursuant to procedures adopted by the
Fund's Board of Trustees. PIM's fair valuation team uses fair value methods
approved by the Valuation Committee of the Board of Trustees. PIM's fair
valuation team is responsible for monitoring developments that may impact
fair valued securities and for discussing and assessing fair values on an
ongoing basis, and at least quarterly, with the Valuation Committee of the
Board of Trustees.
Inputs used when applying fair value methods to value a security may include
credit ratings, the financial condition of the company, current market
conditions and comparable securities. The Fund may use fair value methods if
it is determined that a significant event has occurred after the close of
the exchange or market on which the security trades and prior to the
determination of the Fund's net asset value. Examples of a significant event
might include political or economic news, corporate restructurings, natural
disasters, terrorist activity or trading halts. Thus, the valuation of the
Fund's securities may differ significantly from exchange prices and such
differences could be material.
Pioneer Core Equity Fund | Annual Report | 12/31/13 33
At December 31, 2013, there were no securities that were valued using fair
value methods (other than securities that were valued using prices supplied
by independent pricing services).
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have passed
are recorded as soon as the Fund becomes aware of the ex-dividend data in
the exercise of reasonable diligence. Interest income, including interest on
income bearing cash accounts, is recorded on the accrual basis. Dividend and
interest income are reported net of unrecoverable foreign taxes withheld at
the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually received.
Further, the effects of changes in foreign currency exchange rates on
investments are not segregated in the statement of operations from the
effects of changes in the market prices of those securities, but are
included with the net realized and unrealized gain or loss on investments.
C. Forward Foreign Currency Contracts
The Fund may enter into forward foreign currency contracts (contracts) for
the purchase or sale of a specific foreign currency at a fixed price on a
future date. All contracts are marked to market daily at the applicable
exchange rates, and any resulting unrealized appreciation or depreciation
are recorded in the Fund's financial statements. The Fund records realized
gains and losses at the time a contract is offset by entry into a closing
transaction or extinguished by delivery of the currency. Risks may arise
upon entering into these contracts from the potential inability of
counterparties to meet the terms of the contract and from unanticipated
movements in the value of foreign currencies relative to the U.S. dollar.
The Fund had no outstanding forward foreign currency contracts as of
December 31, 2013.
34 Pioneer Core Equity Fund | Annual Report | 12/31/13
D. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no provision for federal income taxes is required.
As of December 31, 2013, the Fund did not accrue any interest or penalties
related to uncertain tax positions, which, if applicable, would be recorded
as an income tax expense in the Statement of Operations. Tax returns filed
within the prior three years remain subject to examination by Federal and
State tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences. At
December 31, 2013, the Fund reclassified $3 to increase undistributed net
investment income and $3 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 December 31, 2013, the Fund had a net capital loss carryforward of
$383,251,299, of which the following amounts will expire between 2016 and
2017 if not utilized: $63,705,837 in 2016 and $319,545,462 in 2017.
During the year ended December 31, 2013, a capital loss carryforward of
$52,792,975 was utilized to offset net realized gains by the Fund.
The tax character of distributions paid during the year ended December 31,
2013 and December 31, 2012 was as follows:
----------------------------------------------------------------------------
2013 2012
----------------------------------------------------------------------------
Distributions paid from:
Ordinary income $5,884,426 $466,344
----------------------------------------------------------------------------
Total $5,884,426 $466,344
============================================================================
Pioneer Core Equity Fund | Annual Report | 12/31/13 35
The following shows components of distributable earnings on a federal income
tax basis at December 31, 2013:
----------------------------------------------------------------------------
2013
----------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 155,055
Capital loss carryforward (383,251,299)
Net unrealized appreciation 296,329,674
----------------------------------------------------------------------------
Total $ (86,766,570)
============================================================================
The difference between book-basis and tax-basis net unrealized appreciation
is attributable to the tax deferral of losses on wash sales, tax basis
adjustments on Real Estate Investment Trust (REIT) holdings, partnerships
and other holdings.
E. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit),
earned $62,264 in underwriting commissions on the sale of Class A shares
during the year ended December 31, 2013.
F. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively (see Note 4). Class Y shares do not pay distribution fees. All
expenses and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services are allocated among the
classes of shares based on the number of accounts in each class and the
ratable allocation of related out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class B, Class C and Class Y shares
can reflect different transfer agent and distribution expense rates.
36 Pioneer Core Equity Fund | Annual Report | 12/31/13
G. Risks
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Fund more
susceptible to any economic, political, or regulatory developments or other
risks affecting those industries and sectors. The Fund's prospectus contains
unaudited information regarding the Fund's principal risks. Please refer to
that document when considering the Fund's principal risks.
H. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value of
the underlying securities (collateral), including accrued interest, is
required to be equal to or in excess of the repurchase price. The collateral
for all repurchase agreements is held in safekeeping in the customer-only
account of the Fund's custodian or a subcustodian of the Fund. PIM is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. Management fees are calculated daily at the annual rate of 0.50% of
the Fund's average daily net assets. Prior to June 7, 2013, the Fund paid a
basic management fee that was calculated at the annual rate of 0.60% of the
Fund's average daily net assets up to $5 billion, 0.575% of the next $5 billion
and 0.55% on the excess over $10 billion. The basic fee increased or decreased
by a maximum of 0.10%, based on the investment performance of the Fund's Class A
shares as compared to the Russell 1000 Value Index. The performance comparison
was made for a rolling 36-month period. Prior to June 7, 2013, the Pioneer
Research Fund (the accounting survivor of the reorganization) paid a management
fee that was calculated daily at the annual rate of 0.65% of such fund's average
daily net assets up to $1 billion, 0.60% of the next $4 billion and 0.55% on
assets over $5 billion. For the year ended December 31, 2013, the net management
fee (excluding waivers and/or assumption of expenses) was equivalent to 0.50% of
the Fund's average daily net assets.
PIM has contractually agreed to limit ordinary operating expenses of the Fund to
the extent required to reduce Fund expenses to 1.25%, 2.15% and 2.15% of the
average daily net assets attributable to Class A, Class B and Class C shares,
respectively. Class Y shares do not have an expense limitation. Fees waived and
expenses reimbursed during the year ended December 31, 2013 are reflected on the
Statement of Operations. These expense limitations are in effect through May 1,
2015. There can be no assurance that PIM will extend the expense limitation
agreement for a class of shares beyond the date referred to above.
Pioneer Core Equity Fund | Annual Report | 12/31/13 37
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
$113,910 in management fees, administrative costs and certain other
reimbursements payable to PIM at December 31, 2013.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts.
For the year ended December 31, 2013, such out-of-pocket expenses by class of
shares were as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $706,805
Class B 4,660
Class C 8,976
Class Y 15,645
--------------------------------------------------------------------------------
Total $739,086
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $307,547 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at December 31, 2013.
4. Distribution Plan
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B and Class C
shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net
assets attributable to Class A shares as compensation for personal services
and/or account maintenance services or distribution services with regard to
Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of the
average daily net assets attributable to Class B and Class C shares. The fee for
Class B and Class C shares consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class C
shares. Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $44,712 in distribution fees payable to PFD at December 31, 2013.
38 Pioneer Core Equity Fund | Annual Report | 12/31/13
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 12 months of purchase. Class B shares that are redeemed within five years
of purchase are subject to a CDSC at declining rates beginning at 4.00%, based
on the lower of cost or market value of shares being redeemed. Redemptions of
Class C shares within 12 months of purchase are subject to a CDSC of 1.00%,
based on the lower of cost or market value of shares being redeemed. Shares
purchased as part of an exchange remain subject to any CDSC that applied to the
original purchase of those shares. There is no CDSC for Class Y shares. Proceeds
from the CDSC are paid to PFD. For the year ended December 31, 2013, CDSC in the
amount of $1,949 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the year ended December 31, 2013, the Fund's expenses
were not reduced under such arrangements.
6. Reorganization Information
On June 7, 2013 ("Closing Date"), Pioneer Research Fund (the "predecessor fund")
was reorganized with the Fund. The purpose of this transaction was to combine
two funds (managed by PIM) with similar investment objectives and strategies.
This tax-free reorganization was accomplished by exchanging the assets and
liabilities of the predecessor fund for shares of the Fund. Shareowners holding
Class A, Class B, Class C and Class Y of the predecessor fund received Class A,
Class B, Class C and Class Y shares of the Fund, respectively, in the
reorganization. The investment portfolio of the predecessor fund, with an
aggregate value of $69,338,811 and an identified cost of $51,739,180 at June 7,
2013, was the principal asset acquired by the Fund.
For financial reporting purposes, assets received and shares issued by the Fund
were recorded at net asset value, however, the cost basis of the investments
received from the predecessor fund was carried forward to align ongoing
reporting of the Fund's realized and unrealized gains and losses with amounts
distributable to shareowners for tax reporting purposes.
The Fund was the legal survivor of the reorganization. The predecessor fund was
the accounting survivor of the reorganization. Accordingly, the predecessor
fund's performance and financial history became the performance and financial
history of the Fund. Prior to the reorganization, the Fund was named Pioneer
Value Fund.
Pioneer Core Equity Fund | Annual Report | 12/31/13 39
The following charts shows the details of the reorganization as of the Closing
Date:
--------------------------------------------------------------------------------------------
Pioneer Pioneer Core
Pioneer Value Fund Research Fund Equity Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
--------------------------------------------------------------------------------------------
Net Assets
Class A $1,440,920,816 $28,058,361 $1,468,979,177
Class B 2,266,334 864,098 3,130,432
Class C 4,870,847 4,859,909 9,730,756
Class Y 8,852,521 35,435,343 44,287,864
--------------------------------------------------------------------------------------------
Total Net
Assets $1,456,910,518 $69,217,711 $1,526,128,229
--------------------------------------------------------------------------------------------
Shares
Outstanding
Class A 104,128,727 2,027,338* 106,156,065
Class B 179,044 68,254* 247,298
Class C 388,889 387,861* 776,750
Class Y 634,124 2,538,345* 3,172,469
--------------------------------------------------------------------------------------------
Pre-conversion Conversion Post-conversion
shares Ratio* shares
--------------------------------------------------------------------------------------------
Class A 2,270,553 0.8929 2,027,338
Class B 74,320 0.9184 68,254
Class C 415,977 0.9324 387,861
Class Y 2,841,872 0.8932 2,538,345
* Share amounts have been adjusted to reflect the conversion ratios utilized
to align the net asset values of the Predecessor Fund with those of the
Fund.
--------------------------------------------------------------------------------------------
Shares issued
Exchange Ratio in reorganization**
--------------------------------------------------------------------------------------------
Class A 1.000 104,128,727
Class B 1.000 179,044
Class C 1.000 388,889
Class Y 1.000 634,124
** Reflects shares issued by the predecessor fund, the accounting survivor, as
shown on the Statement of Changes.
--------------------------------------------------------------------------------------------
Unrealized Accumulated
Appreciation Gain (Loss) on
on Closing Date Closing Date
--------------------------------------------------------------------------------------------
Fund $331,284,140 $ (610,173,465)
Predecessor Fund 17,599,630 (24,643,957)
40 Pioneer Core Equity Fund | Annual Report | 12/31/13
Assuming the Reorganization had been completed on January 1, 2013, the beginning
of the Fund's current fiscal period, the pro forma results of operations for the
fiscal year ended December 31, 2013, are as follows:
Net Investment income (loss) $ 21,022,659
Net realized and unrealized gains 397,205,093
--------------------------------------------------------------------------------
Change in net assets resulting from operations $418,227,752
--------------------------------------------------------------------------------
Because the combined investment portfolios have been managed as a single
integrated portfolio since the reorganization was completed, it is not practical
to separate the amounts of revenue and earnings of the Fund that have been
included in the Statements of Operations since the Reorganization was
consummated.
7. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a committed, unsecured revolving line of credit
facility. Borrowings are used solely for temporary or emergency purposes. The
Fund may borrow up to the lesser of the amount available under the facility or
the limits set for borrowing by the Fund's prospectus and the 1940 Act. The
credit facility is in the amount of $215 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% on an annualized basis, or the alternate base
rate, which is the greater of (a) the facility's administrative agent's daily
announced prime rate on the borrowing date, (b) 2% plus the federal funds rate
on the borrowing date and (c) 2% plus the overnight euro dollar rate on the
borrowing date. The Funds pay an annual commitment fee to participate in a
credit facility. The commitment fee is allocated among participating funds based
on an allocation schedule set forth in the credit agreement. For the year ended
December 31, 2013, the Fund had no borrowings under a credit facility.
Pioneer Core Equity Fund | Annual Report | 12/31/13 41
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareowners of Pioneer Core Equity Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Core Equity Fund (formerly Pioneer Value
Fund) (the "Fund") as of December 31, 2013, and the related statement of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Fund's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the 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 and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of December 31, 2013, by correspondence with the custodian
and brokers or by other appropriate auditing procedures where replies from
brokers were not received. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Core Equity Fund at December 31, 2013, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with U.S. generally accepted accounting
principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 25, 2014
42 Pioneer Core Equity Fund | Annual Report | 12/31/13
ADDITIONAL INFORMATION (unaudited)
The Fund was involved in a litigation matter in Germany that was settled in
December 2013. Under the terms of an indemnification agreement, PIM and certain
affiliates have agreed to indemnify the Fund in connection with losses and costs
related to settling this litigation.
Pioneer Core Equity Fund | Annual Report | 12/31/13 43
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Core Equity Fund (the Fund) pursuant to an investment advisory agreement
between PIM and the Fund. In order for PIM to remain the investment adviser of
the Fund, the Trustees of the Fund must determine annually whether to renew the
investment advisory agreement for the Fund.
The contract review process began in March 2013 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the process.
In July 2013, the Trustees approved the format of the contract review materials
and submitted their formal request to PIM to furnish information necessary to
evaluate the terms of the investment advisory agreement. The contract review
materials were provided to the Trustees in July 2013 and September 2013. After
reviewing and discussing the materials, the Trustees submitted a request for
additional information to PIM, and materials were provided in response to this
request. Meetings of the Independent Trustees of the Fund were held in July,
September, and November, 2013 to review and discuss the contract review
materials. In addition, the Trustees took into account the information related
to the Fund provided to the Trustees at regularly scheduled meetings.
At a meeting held on November 12, 2013, 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
disclosure, first quintile is most favorable to the Fund's shareowners. Thus,
highest relative performance would be first quintile and lowest relative
expenses would also be first quintile. The Trustees 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
44 Pioneer Core Equity Fund | Annual Report | 12/31/13
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
The Trustees review the Fund's performance on a regular basis, based on analysis
and data prepared by PIM for this purpose and discuss performance issues with
PIM on an ongoing basis. For purposes of their contract renewal deliberations,
the Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
performance of its peer group of funds as classified by Morningstar, Inc.
(Morningstar), an independent provider of investment company data, and with the
performance of the Fund's benchmark index. The Trustees considered that the
Fund's annualized total return was in the fifth quintile of its Morningstar
category for the one year period ended June 30, 2013, and in the second quintile
for the three, five and ten year periods ended June 30, 2013. The Trustees noted
the discussions held throughout the year regarding the Fund's performance and
confirmed that those discussions were factored into the Trustees' deliberations
concerning the renewal of the advisory agreement. The Trustees considered
reasons for the underperformance of the Fund relative to its peer group and the
steps recently taken in an effort to improve the performance of the Fund. The
Trustees agreed that they would continue to closely monitor the Fund's
performance.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund in
comparison to the management fees and expense ratios of its peer group of funds
as classified by Morningstar and also to the expense ratios of a peer group of
funds selected on the basis of criteria determined by the Independent Trustees
for this purpose using data provided by Strategic Insight Mutual Fund Research
and Consulting, LLC (Strategic Insight), an independent third party.
Pioneer Core Equity Fund | Annual Report | 12/31/13 45
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2013 was in the first quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period. The
Trustees considered that the Fund's expense ratio for the twelve months ended
June 30, 2013 was in the first quintile relative to its Strategic Insight peer
group for the comparable period, and in the second quintile relative to its
Morningstar category for the comparable period.
The Trustees reviewed management fees charged by PIM and PIM's affiliate,
Pioneer Institutional Asset Management, Inc. (together with PIM, "Pioneer") to
institutional and other clients, including publicly offered European funds
sponsored by affiliates of Pioneer, unaffiliated U.S. registered investment
companies (in a sub-advisory capacity), and unaffiliated foreign and domestic
separate accounts. The Trustees also considered PIM's costs in providing
services to the Fund and Pioneer's costs in providing services to the other
clients and considered the differences in management fees and profit margins for
Fund and non-Fund services. In evaluating the fees associated with Pioneer's
client accounts, the Trustees took into account the respective demands,
resources and complexity associated with the Fund and client accounts. The
Trustees noted that, in some instances, the fee rates for those clients were
lower than the management fee for the Fund and considered that, under the
investment advisory agreement with the Fund, PIM performs additional services
for the Fund that it does not provide to those other clients or services that
are broader in scope, including oversight of the Fund's other service providers
and activities related to compliance and the extensive regulatory and tax
regimes to which the Fund is subject. The Trustees also considered the different
entrepreneurial risks associated with PIM's management of the Fund and Pioneer's
management of the other client accounts. The Trustees concluded that the
management fee payable by the Fund to PIM was reasonable in relation to the
nature and quality of the services provided by PIM.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Fund in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors,
46 Pioneer Core Equity Fund | Annual Report | 12/31/13
including its organizational structure and method for allocating expenses. The
Trustees concluded that PIM's profitability with respect to the management of
the Fund was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
recognize that economies of scale are difficult to identify and quantify, rarely
identifiable on a fund-by-fund basis, and that, among other factors that may be
relevant, are the following: fee levels, expense subsidization, investment by
PIM in research and analytical capabilities and PIM's commitment and resource
allocation to the 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 particularly, for example during the recent difficult
periods for financial markets, as the level of services was maintained
notwithstanding a significant decline in PIM's fee revenues from the Fund.
Accordingly, the Trustees concluded that economies of scale, if any, were being
appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Fund. The Trustees considered the character and amount of fees paid by the Fund,
other than under the investment advisory agreement, for services provided by PIM
and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. The Trustees
considered the intangible benefits to PIM by virtue of its relationship with the
Fund and the other Pioneer funds. The Trustees concluded that the receipt of
these benefits was reasonable in the context of the overall relationship between
PIM and the Fund.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
Pioneer Core Equity Fund | Annual Report | 12/31/13 47
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy voting policies and procedures of the Funds are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Funds voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to share-
owners 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, except Mr. West,
serves as a Trustee of each of the 55 U.S. registered investment portfolios for
which Pioneer serves as investment adviser (the "Pioneer Funds"). Mr. West
serves as Trustee of 50 U.S. registered investment portfolios for which Pioneer
serves as investment adviser. The address for all Trustees and all officers of
the Fund is 60 State Street, Boston, Massachusetts 02109.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
48 Pioneer Core Equity Fund | Annual Report | 12/31/13
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 (63) Trustee since Private investor (2004 - 2008 and 2013 - Director, Broadridge Financial
Chairman of the Board 2006. Serves until present); Chairman (2008 - 2013) and Chief Solutions, Inc. (investor
and Trustee a successor Executive Officer (2008 - 2012), Quadriserv, Inc. communications and securities
trustee is elected (technology products for securities lending processing provider for
or earlier industry); and Senior Executive Vice President, financial services industry)
retirement or The Bank of New York (financial and securities (2009 - present); Director,
removal. services) (1986 - 2004) Quadriserv, Inc. (2005 -
2013); and Commissioner, New
Jersey State Civil Service
Commission (2011 - present)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (70) Trustee since Managing Partner, Federal City Capital Advisors Director of Enterprise
Trustee 2005. Serves until (corporate advisory services company) (1997 - Community Investment, Inc.
a successor 2004 and 2008 - present); Interim Chief Executive (privately held affordable
trustee is elected Officer, Oxford Analytica, Inc. (privately held housing finance company) (1985
or earlier research and consulting company) (2010); - 2010); Director of Oxford
retirement or Executive Vice President and Chief Financial Analytica, Inc. (2008 -
removal. Officer, I-trax, Inc. (publicly traded health present); Director of The
care services company) (2004 - 2007); and Swiss Helvetia Fund, Inc.
Executive Vice President and Chief Financial (closed-end fund) (2010 -
Officer, Pedestal Inc. (internet-based mortgage present); and Director of New
trading company) (2000 - 2002) York Mortgage Trust (publicly
traded mortgage REIT) (2004 -
2009, 2012 - present)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (69) Trustee since William Joseph Maier Professor of Political Trustee, Mellon Institutional
Trustee 2008. Serves until Economy, Harvard University (1972 - present) Funds Investment Trust and
a successor Mellon Institutional Funds
trustee is elected Master Portfolio (oversaw 17
or earlier portfolios in fund complex)
retirement or (1989-2008)
removal.
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Core Equity Fund | Annual Report | 12/31/13 49
Independent Trustees++ (continued)
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (66) Trustee since Founding Director, Vice President and Corporate None
Trustee 2004. Serves until Secretary, The Winthrop Group, Inc. (consulting
a successor firm) (1982 - present); Desautels Faculty of
trustee is elected Management, McGill University (1999 - present);
or earlier and Manager of Research Operations and
retirement or Organizational Learning, Xerox PARC, Xerox's
removal. advance research center (1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (65) Trustee since President and Chief Executive Officer, Newbury, Director of New America High
Trustee 2004. Serves until Piret & Company, Inc. (investment banking firm) Income Fund, Inc. (closed-end
a successor (1981 - present) investment company) (2004 -
trustee is elected present); and member, Board of
or earlier Governors, Investment Company
retirement or Institute (2000 - 2006)
removal.
------------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (85) Trustee since Senior Counsel, Sullivan & Cromwell LLP (law Director, The Swiss Helvetia
Trustee 2004. Serves until firm) (1998 - present); and Partner, Sullivan & Fund, Inc. (closed-end
a successor Cromwell LLP (prior to 1998) investment company) (1995 -
trustee is elected 2012); and Director, Invesco,
or earlier Ltd. (formerly AMVESCAP, PLC)
retirement or (investment manager)
removal. (1997-2005)
------------------------------------------------------------------------------------------------------------------------------------
50 Pioneer Core Equity Fund | Annual Report | 12/31/13
Interested Trustee++
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (55)* Trustee since 2007. Chairman (2013 - present), Director, CEO and None
Trustee, President and Chief Serves until a President of PIM-USA (since February 2007);
Executive Officer successor trustee Chairman (2013 - present), Director and President
is elected or of Pioneer and Pioneer Institutional Asset
earlier retirement Management, Inc. (since February 2007); President
or removal. and Chief Executive Officer of all the Pioneer
Funds (since 2014); Executive Vice President of all
of the Pioneer Funds (2007 - 2013); Director of
PGAM (2007 - 2010); Head of New Europe Division,
PGAM (2000 - 2005); and Head of New Markets
Division, PGAM (2005 - 2007)
------------------------------------------------------------------------------------------------------------------------------------
* Mr. Kingsbury is an Interested Trustee because he is an officer or director
of the fund's investment adviser and certain of its affiliates.
++ Effective January 28, 2014, Mr. Marc O. Mayer became an Independent Trustee
of the Fund and Mr. Kenneth J. Taubes became an Interested Trustee of the
Fund.
Pioneer Core Equity Fund | Annual Report | 12/31/13 51
Fund Officers+++
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (87)** Since 2004. Serves President of all of the Pioneer Funds; None
President and Chief at the discretion Non-Executive Chairman and a Director of Pioneer
Executive Officer*** of the Board. Investment Management USA Inc. ("PIM-USA") (until
November 2013); Chairman and a Director of Pioneer
(until November 2013); Chairman and Director of
Pioneer Institutional Asset Management, Inc. (until
November 2013); Director of Pioneer Alternative
Investment Management Limited (Dublin) (until
October 2011); President and a Director of Pioneer
Alternative Investment Management (Bermuda) Limited
and affiliated funds (until November 2013); Deputy
Chairman and a Director of Pioneer Global Asset
Management S.p.A. ("PGAM") (until April 2010);
Director of Nano-C, Inc. (since 2003); Director of
Cole Management Inc. (2004 - 2011); Director of
Fiduciary Counseling, Inc. (until December 2011);
Trustee of all of the Pioneer Funds (until November
2013); and Retired Partner, Wilmer Cutler Pickering
Hale and Dorr LLP
------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (49) Since 2004. Serves Vice President and Associate General Counsel of None
Secretary and Chief Legal at the discretion Pioneer since January 2008; Secretary and Chief
Officer of the Board. 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 (52) Since 2010. Serves Fund Governance Director of Pioneer since December None
Assistant Secretary at the discretion 2006 and Assistant Secretary of all the Pioneer
of the Board. 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 (51) Since 2010. Serves Counsel of Pioneer since June 2007 and Assistant None
Assistant Secretary at the discretion Secretary of all the Pioneer Funds since June 2010;
of the Board. and Vice President and Counsel at State Street Bank
from October 2004 to June 2007
------------------------------------------------------------------------------------------------------------------------------------
** Mr. Cogan resigned as a Trustee of the Pioneer Funds effective November 12,
2013.
*** Mr. Cogan resigned as President and Chief Executive Officer of the Fund
effective January 1, 2014.
+++ Mr. Mark D. Goodwin became Executive Vice President of the Fund effective
January 28, 2014.
52 Pioneer Core Equity Fund | Annual Report | 12/31/13
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (54) Since 2008. Serves Vice President - Fund Treasury of Pioneer; None
Treasurer and Chief at the discretion Treasurer of all of the Pioneer Funds since March
Financial and Accounting of the Board. 2008; Deputy Treasurer of Pioneer from March 2004
Officer of the Fund to February 2008; and Assistant Treasurer of all of
the Pioneer Funds from March 2004 to February 2008
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (48) Since 2004. Serves Director - Fund Treasury of Pioneer; and Assistant None
Assistant Treasurer at the discretion Treasurer of all of the Pioneer Funds
of the Board.
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (55) Since 2004. Serves Fund Accounting Manager - Fund Treasury of Pioneer; None
Assistant Treasurer at the discretion and Assistant Treasurer of all of the Pioneer Funds
of the Board.
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (34) Since 2009. Serves Fund Administration Manager - Fund Treasury of None
Assistant Treasurer at the discretion Pioneer since November 2008; Assistant Treasurer of
of the Board. 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 (61) Since 2010. Serves Chief Compliance Officer of Pioneer and of all the None
Chief Compliance Officer at the discretion Pioneer Funds since March 2010; Director of Adviser
of the Board. 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 (42) Since 2006. Serves Director - Transfer Agency Compliance of Pioneer None
Anti-Money Laundering Officer at the discretion and Anti-Money Laundering Officer of all the
of the Board. Pioneer funds since 2006
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Core Equity Fund | Annual Report | 12/31/13 53
This page for your notes.
54 Pioneer Core Equity Fund | Annual Report | 12/31/13
This page for your notes.
Pioneer Core Equity Fund | Annual Report | 12/31/13 55
This page for your notes.
56 Pioneer Core Equity Fund | Annual Report | 12/31/13
This page for your notes.
Pioneer Core Equity Fund | Annual Report | 12/31/13 57
This page for your notes.
58 Pioneer Core Equity Fund | Annual Report | 12/31/13
This page for your notes.
Pioneer Core Equity Fund | Annual Report | 12/31/13 59
This page for your notes.
60 Pioneer Core Equity Fund | Annual Report | 12/31/13
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
--------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Write to us:
--------------------------------------------------------------------------------
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: us.pioneerinvestments.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
[LOGO] PIONEER
Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
us.pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2014 Pioneer Investments 18630-08-0214
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.
Pioneer Series Trust XI:
Fees for audit services provided to the Fund, including fees associated
with the routine and non routine filings of its Form N-1A, totaled
approximately $30,187 in 2012 and $30,187 in 2012.
(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.
Pioneer Series Trust XI:
Audit-Related Fees
There were no audit-related and other services provided to the Fund
during the fiscal years ended December 31, 2013 and 2012.
(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.
Pioneer Series Trust XI:
Fees for tax compliance services, primarily for tax returns,
totaled $8,131 in 2013 and $8,290 in 2012.
(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.
Pioneer Series Trust XI:
Other Fees
There were no audit-related and other services provided to the Fund
during the fiscal years ended December 31, 2013 and 2012.
(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 auditcommittee 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 December 31, 2013 and 2012, 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 and affiliates,
as previously defined, totaled $8,131 in 2013 and $8,290 in 2012.
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has considered whether
the provision of non-audit services that were rendered to the Affiliates
(as defined) that were not pre-approved pursuant to paragraph (c)(7)(ii)
of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrant's audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's business experience during the past 5 years.
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R of Schedule 14(A)
in its definitive proxy statement, or this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust XI
By (Signature and Title)* /s/ Daniel K. Kingsbury
Daniel K. Kingsbury, President
Date February 27, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Daniel K. Kingsbury
Daniel K. Kingsbury, President
Date February 27, 2014
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date February 27, 2014
* Print the name and title of each signing officer under his or her signature.