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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21460
Pioneer Series Trust II
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: November 30
Date of reporting period: December 1, 2012 through November 30, 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 Select
Mid Cap Growth Fund
(Formerly Pioneer Growth Opportunities Fund.
See "Note to Shareholders" on page 8 for more information.)
--------------------------------------------------------------------------------
Annual Report | November 30, 2013
--------------------------------------------------------------------------------
Ticker Symbols:
Class A PGOFX
Class B GOFBX
Class C GOFCX
Class R PGRRX
Class Y GROYX
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 10
Prices and Distributions 11
Performance Update 12
Comparing Ongoing Fund Expenses 17
Schedule of Investments 19
Financial Statements 28
Notes to Financial Statements 37
Report of Independent Registered Public Accounting Firm 45
Approval of Investment Advisory Agreement 46
Trustees, Officers and Service Providers 50
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 1
President's Letter
Dear Shareowner,
When we look at the U.S. economy heading into 2014, we continue to see slow, but
steady, growth. Employment has also been rising steadily, but only modestly.
Consumer incomes, savings, wealth, and debt-servicing capacity have been solid
buttresses for the recovering housing and auto industries. Industrial activity
is growing only modestly, but current corporate profits are generally solid and
balance sheets appear able to support needed capital spending and dividend*
payouts. The scaled-back "fiscal cliff" tax increases and spending cuts have
meaningfully cut the budget deficit without driving the economy into recession.
In addition, we feel that continuing slack in labor markets and capacity
utilization offers the potential for continuing growth without bottlenecks and
rising inflation.
After observing the strengthening economic trends, the Federal Reserve (the Fed)
hinted that it might begin scaling back its "QE" quantitative easing program
later in 2013 and could terminate its bond purchases altogether sometime in
2014. In September, however, the Fed surprised many market participants by
deciding not to start scaling back QE yet, but announced later in the year that
it would, in fact, begin tapering QE. The Fed has 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 too high.
The U.S. government's partial shutdown in October rattled the markets to a
degree, but did not immediately have 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
diffuse the threat of another shutdown. That certainly was welcome news for
investors who had grown weary of the uncertainty caused by the constant,
politically motived bickering over the nation's fiscal policies.
There are certainly risks and uncertainties that continue to plague the global
economy as we head into the new year. The European economy remains weak, though
it is beginning to show signs of stabilization, and a number of countries in the
emerging markets have experienced difficulties. Still, a potential ending of
the European recession, continuing economic improvement in Japan in response to
the new government's easing policies, and a "soft landing" of 7% growth in China
could very well result in an improving global outlook in 2014.
* Dividends are not guaranteed.
2 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
There are also geopolitical worries abroad and the aforementioned political
fights at home, and 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.
The Fed's aggressive monetary policies and fears about economic growth had
helped drive long-term Treasury yields to unsustainably low levels; the return
to more normal levels has resulted in disappointing returns for bond investors
during much of 2013, but the stock market has delivered double-digit returns to
equity investors who were willing to brave the "wall of worry".
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 shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. These statements should not
be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 3
Portfolio Management Discussion | 11/30/13
Pioneer Select Mid Cap Growth Fund outperformed both its Lipper and Morningstar
peers as well as its benchmark during the 12-month period ended November 30,
2013. The 12-month period featured generally strong equity performance. In the
following interview, Ken Winston reviews the investment background and details
some of the decisions that drove Fund performance during the period. Mr.
Winston, a vice president and portfolio manager at Pioneer, heads the Fund's
management team, which also includes Shaji John, a vice president and portfolio
manager at Pioneer, and Jon Stephenson, a vice president and portfolio manager
at Pioneer. Mr. Winston, Mr. John and Mr. Stephenson are responsible for the
day-to-day management of the Fund.
Q How would you describe the investment environment for equities during the
twelve-month period ended November 30, 2013?
A Economic output in the U.S. continued to grow during the 12-month period
despite formidable headwinds. Among the headwinds were political posturing
in Washington, D.C., over the nation's fiscal policy and debt ceiling that
had some in the markets fearing a possible default on U.S. government debt,
gradual spending cuts to the U.S. budget that took place throughout the
Fund's fiscal year ("sequestration"), and the mid-October shutdown of the
Federal government. Higher tax rates and the possibility that the Federal
Reserve (the Fed) would slow or "taper" its quantitative easing program
added to investors' concerns, with the tapering talk leading to a summer
spike in market interest rates. Nevertheless, low inflation, generally low
interest rates (despite their mid-year advance) and expanding corporate
earnings made equities appealing enough to draw investors into the stock
market. Better employment data and the ongoing recovery in the housing
market also inspired investors to add to their stock portfolios. Earnings
growth slowed somewhat in the latter part of the 12-month period, but stock
prices still forged ahead as market participants were willing to pay more in
terms of valuations as they pursued potential growth.
Q How did the Fund perform in that environment during the 12-month period
ended November 30, 2013?
A Pioneer Select Mid Cap Growth Fund's Class A shares returned 36.96% at net
asset value during the 12 month-period ended November 30, 2013, while the
Fund's benchmark, the Russell Midcap Growth Index (the Russell Index),
returned 33.91%. During the same period, the average return of the
4 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
377 mutual funds in Lipper's Mid Cap Growth Funds category was 33.29%, and
the average return of the 705 mutual funds in Morningstar's Mid Cap Growth
Funds category was 32.91%.
Q Which of the Fund's holdings or investment strategies had beneficial effects
on benchmark-relative performance during the 12-month period ended November
30, 2013?
A Nearly all of the Fund's outperformance of the benchmark Russell Index
derived from successful stock selection. With regard to sector allocation,
the Fund's benchmark-relative results were held back by an underweight to
the strong consumer discretionary sector, and an overweight to information
technology, a sector which underperformed during the period. The negative
effects of those two sectors on benchmark-relative performance were largely
offset by the Fund's overweight stance in the strong health care and energy
sectors. Overall, however, sector allocation effects on benchmark-relative
performance during the full 12-month period were minor.
With regard to stock selection, the Fund's holding of consumer staples stock
Green Mountain Coffee Roasters, makers of Keurig brand single-cup coffee
systems, continued to surpass market expectations for earnings and cash flow
during the period. Green Mountain's agreement to supply coffee pods to
Starbucks and Dunkin Donuts is proving very beneficial, and some of the
company's competitive threats have faded.
In health care, the Fund's shares of NPS Pharmaceuticals, a global company
with two key drugs focused on rare disorders, was a solid contributor to
relative returns during the 12-month period. The shares benefited from three
key factors in 2013. First, NPS successfully launched Gattex, a drug
approved for the treatment of short bowel syndrome, a condition that occurs
when parts of the large intestine are missing, most frequently due to
surgery. Second, NPS finalized the submission of its drug Natpara, which
treats hypoparathyroidism, an orphan disorder marked by imbalances in
calcium homeostasis. Lastly, the company's performance benefited from its
agreement to regain ex-U.S. marketing rights for both Gattex and Natpara
from its partner, in exchange for a modest equity investment. Another strong
contributor to the Fund's benchmark-relative returns in the health care
sector was Salix Pharmaceuticals, which focuses on treatments for
gastrointestinal disorders. Salix's shares traded at an inexpensive
valuation early in 2013, as investors had written off the company's key drug
pipeline initiatives. During the year, however, Salix demonstrated
stronger-than-expected results for its core drug, Xifaxan, which is used
primarily to treat
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 5
hepatic encephalopathy (a worsening of brain function caused by liver
dysfunction). Salix also announced an accretive acquisition near the end of
2013 that implied significant upward bias to the company's long-term
earnings potential.
In information technology, the portfolio's position in Costar, a leading
information provider to the commercial real estate industry, also
contributed to the Fund's benchmark-relative returns during the period.
Costar has built a proprietary database that catalogs the entire commercial
real estate market. Primarily of interest to commercial brokers, the data
are now used by investors, lenders, appraisers, and others. The company also
acquired Loopnet, an Internet-based competitor, a move that has given Costar
access to new market opportunities. In consumer discretionary, the
portfolio's position in Lear, a major supplier of automotive seats and
electrical systems, gained market share amid industry consolidation during
the period, and the company's share price rose accordingly. We believe that
Lear will benefit further as the European auto industry, which has lagged
its U.S. counterpart, begins to recover, as roughly 40% of Lear's business
comes from Europe.
Q Which of the Fund's holdings detracted from benchmark-relative results
during the 12-month period ended November 30, 2013?
A A portfolio underweight (relative to the Russell Index) in Netflix as well
as having a zero weighting in Tesla Motors were significant detractors from
the Fund's benchmark-relative results during the period. Both stocks
delivered exceptional performance during the Fund's fiscal year; but,
although we admire both companies, neither could qualify as major portfolio
holdings based on our strict, valuation-sensitive stock selection process.
The portfolio's position in biopharmaceutical company Amarin was the
period's worst benchmark-relative performer for the Fund in health care.
Amarin was unable to form a partnership with a larger firm to market and
distribute a key company product. Without such support or an offer to
acquire the financially pressed company, Amarin's prospects faded and
investors fled the stock. We exited the Fund's position, but incurred a
loss, though Amarin's shares did fall sharply lower after we sold them.
6 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
In financials, the Fund's position in Walter Investment Management, a
mortgage servicer, saw profitability shrink as homeowners pulled back on
refinancing activity when interest rates rose. We sharply reduced the Fund's
exposure to the stock.
In information technology, the Fund's position in Akamai detracted from
relative performance during the period. Akamai's services help to speed
cloud content and applications around the Internet. Akamai's share price
declined when Netflix opted to bring those functions in-house, but we still
favor Akamai's longer-term prospects and added to the Fund's position during
the period. Another subpar performer in the sector for the portfolio during
the period was Rackspace Hosting, which we sold before period end. Rackspace
offers hosting services for companies that choose to outsource key
technology functions. The company's growth has slowed in the face of
increased competition. Although the shares detracted from benchmark-
relative performance during the Fund's fiscal year ended November 30, 2013,
the position did benefit the Fund's performance over the entire time
Rackspace was a portfolio holding.
We also eliminated the Fund's shares of The Fresh Market, a supermarket
chain emphasizing fresh and natural foods. Year-over-year comparative sales
results for Fresh Market's stores have disappointed, undercutting the
company's share price. Another Fund position we eliminated during the period
was American Eagle Outfitters, a specialty retailer targeting teen fashions.
The market for teen apparel has been sluggish, and the overseas growth we
anticipated has not materialized.
Q What is your investment outlook?
A The Fund's new fiscal year began amidst an environment of higher equity
valuations than those that prevailed 12 months ago. However, given the
likelihood of continued low interest rates, institutional and individual
portfolios still seem over-allocated to bonds and other fixed-income
securities. We believe those investment categories have little potential for
satisfactory returns, and so stocks, even though pricier than a year ago,
continue to be the best investment alternative, in our opinion. In addition,
the macroeconomic environment appears more favorable because the headwinds
we outlined earlier have pretty much abated. As business and
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 7
consumer confidence strengthens, we anticipate increased capital spending
and accelerated hiring by corporate America, whose balance sheets, in
general, are cash-heavy.
Note to Shareholders: Effective June 7, 2013, Pioneer Select Mid Cap Growth Fund
("the predecessor fund") reorganized with Pioneer Growth Opportunities Fund
("the reorganization"). As a result of the reorganization, Pioneer Growth
Opportunities Fund was renamed Pioneer Select Mid Cap Growth Fund. The
investment strategies, performance and financial history, inception date, fiscal
year end, and portfolio management team of the combined Fund are that of the
predecessor Pioneer Select Mid Cap Growth Fund.
Please refer to the Schedule of Investments on pages 19-27 for a full listing of
Fund securities.
8 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
Investments in mid-sized companies may offer the potential for higher returns,
but are also subject to greater short-term price fluctuations than larger, more
established companies.
When interest rates rise, the prices of fixed income securities in the fund will
generally fall. Conversely, when interest rates fall, the prices of fixed income
securities in the fund will generally rise.
The portfolio invests in REIT securities, the value of which can fall for a
variety of reasons, such as declines in rental income, fluctuating interest
rates, poor property management, environmental liabilities, uninsured damage,
increased competition, or changes in real estate tax laws.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
These risks may increase share price volatility.
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 statements should not
be relied upon for any other purposes.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 9
Portfolio Summary | 11/30/13
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 89.4%
International Common Stocks 8.9%
Depositary Receipts for International Stocks 1.7%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Consumer Discretionary 23.1%
Information Technology 18.6%
Industrials 16.1%
Health Care 14.9%
Energy 8.4%
Financials 7.0%
Materials 5.8%
Consumer Staples 3.4%
Telecommunication Services 1.5%
Utilities 1.2%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Cabot Oil & Gas Corp. 2.19%
--------------------------------------------------------------------------------
2. Actavis plc 1.89
--------------------------------------------------------------------------------
3. Lear Corp. 1.80
--------------------------------------------------------------------------------
4. Michael Kors Holdings, Ltd. 1.73
--------------------------------------------------------------------------------
5. Catamaran Corp. 1.41
--------------------------------------------------------------------------------
6. Akamai Technologies, Inc. 1.41
--------------------------------------------------------------------------------
7. Gulfport Energy Corp. 1.35
--------------------------------------------------------------------------------
8. CoStar Group, Inc. 1.30
--------------------------------------------------------------------------------
9. LKQ Corp. 1.30
--------------------------------------------------------------------------------
10. Towers Watson & Co. 1.28
--------------------------------------------------------------------------------
* This list excludes temporary cash investments and derivative instruments.
The portfolio is actively managed, and current holdings may be different.
The holdings listed should not be considered recommendations to buy or sell
any security listed.
10 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
Prices and Distributions | 11/30/13
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 11/30/13* 11/30/12*
--------------------------------------------------------------------------------
A $37.55 $31.75
--------------------------------------------------------------------------------
C $31.23 $27.15
--------------------------------------------------------------------------------
Y $39.32 $32.95
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 11/30/13* 6/7/13*
--------------------------------------------------------------------------------
B* $30.34 $28.14
--------------------------------------------------------------------------------
R* $37.05 $33.86
--------------------------------------------------------------------------------
Distributions per Share: 12/1/12-11/30/13*
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $ -- $0.3433 $4.8222
--------------------------------------------------------------------------------
B $ -- $ -- $1.7556
--------------------------------------------------------------------------------
C $ -- $0.3213 $4.6250
--------------------------------------------------------------------------------
R $ -- $ -- $1.7556
--------------------------------------------------------------------------------
Y $ -- $0.3464 $4.8496
--------------------------------------------------------------------------------
Index Definition
--------------------------------------------------------------------------------
The Russell Midcap Growth Index is an unmanaged index that measures the
performance of U.S. mid-cap growth stocks. Index returns are calculated monthly,
assume reinvestment of dividends and, unlike Fund returns, do not reflect any
fees, expenses or sales charges. It is not possible to invest directly in an
index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 12-16.
* The Fund acquired the assets and liabilities of Pioneer Select Mid Cap
Growth Fund (the "predecessor (fund") on June 7, 2013 (the
"reorganization"). As a result of the reorganization, the predecessor fund's
performance and financial history became the performance and financial
history of the Fund. The predecessor fund did not offer Class B shares or
Class R shares. Accordingly, no financial information is presented for
Class B shares or Class R shares for periods prior to June 7, 2013.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratios used for the reorganization.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 11
Performance Update | 11/30/13 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 Select Mid Cap Growth Fund at
public offering price during the periods shown, compared to that of the Russell
Midcap Growth Index.
Average Annual Total Returns
(As of November 30, 2013)
--------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------------------------
10 Years 9.75% 9.09%
5 Years 22.24 20.79
1 Year 36.96 29.07
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2013 as revised June 10, 2013)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.16%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Select Mid Cap Growth Fund Russell Midcap Growth Index
11/30/2003 $ 9,425 $10,000
11/30/2004 $10,079 $10,426
11/30/2005 $11,985 $11,149
11/30/2006 $13,216 $12,330
11/30/2007 $15,029 $12,121
11/30/2008 $ 8,748 $ 6,413
11/30/2009 $12,725 $ 8,686
11/30/2010 $15,388 $11,026
11/30/2011 $16,278 $11,000
11/30/2012 $17,435 $12,589
11/30/2013 $23,878 $18,942
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Select Mid Cap Growth
Fund ("the predecessor fund") on June 7, 2013 ("the reorganization"). As a
result of the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund. The
performance of Class A shares of the Fund is the performance of Class A shares
of the predecessor fund for periods prior to the reorganization, and has not
been restated to reflect any differences in expenses.
The predecessor fund was established in connection with the reorganization of
Regions Morgan Keegan Select Mid Cap Growth Fund into the predecessor fund on
May 15, 2009. The performance of Class A shares of the predecessor fund for
periods prior to May 15, 2009, includes the performance of Regions Morgan Keegan
Select Mid Cap Growth Fund's Class A shares, which has been restated to reflect
differences in any applicable sales charges (but not differences in expenses).
This adjustment has the effect of reducing the previously reported performance
of Regions Morgan Keegan Select Mid Cap Growth Fund. A different investment
adviser served as the adviser of Regions Morgan Keegan Select Mid Cap Growth
Fund.
12 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
Performance Update | 11/30/13 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 Select Mid Cap Growth Fund during
the periods shown, compared to that of the Russell Midcap Growth Index.
Average Annual Total Returns
(As of November 30, 2013)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 8.89% 8.89%
5 Years 21.25 21.25
1 Year 35.52 31.52
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2013, as revised June 10, 2013)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
2.63%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Select Mid Cap Growth Fund Russell Midcap Growth Index
11/30/2003 $10,000 $10,000
11/30/2004 $10,618 $10,426
11/30/2005 $12,533 $11,149
11/30/2006 $13,717 $12,330
11/30/2007 $15,483 $12,121
11/30/2008 $ 8,945 $ 6,413
11/30/2009 $12,914 $ 8,686
11/30/2010 $15,499 $11,026
11/30/2011 $16,275 $11,000
11/30/2012 $17,301 $12,589
11/30/2013 $23,446 $18,942
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 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 Select Mid Cap Growth
Fund ("the predecessor fund") on June 7, 2013 ("the reorganization"). As a
result of the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund. The prede-
cessor fund did not offer Class B shares. Accordingly, the performance of Class
B shares of the Fund is the performance of Class A shares of the predecessor
fund for periods prior to the reorganization, restated to reflect the higher
distribution and service fees of Class B shares, but not other differences in
expenses.
The predecessor fund was established in connection with the reorganization of
Regions Morgan Keegan Select Mid Cap Growth Fund into the predecessor fund on
May 15, 2009. The performance shown for Class B shares of the Fund for periods
prior to May 15, 2009, is based on the performance of Regions Morgan Keegan
Select Mid Cap Growth Fund's Class A shares, which has been restated to reflect
differences in any applicable sales charges and the higher distribution and
service fees of Class B shares of the Fund (but not differences in expenses).
This adjustment has the effect of reducing the previously reported performance
of Regions Morgan Keegan Select Mid Cap Growth Fund. A different investment
adviser served as the adviser of Regions Morgan Keegan Select Mid Cap Growth
Fund.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 13
Performance Update | 11/30/13 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 Select Mid Cap Growth Fund during
the periods shown, compared to that of the Russell Midcap Growth Index.
Average Annual Total Returns
(As of November 30, 2013)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 8.96% 8.96%
5 Years 21.15 21.15
1 Year 35.76 35.76
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2013, as revised June 10, 2013)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
2.07%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Select Mid Cap Growth Fund Russell Midcap Growth Index
11/30/2003 $10,000 $10,000
11/30/2004 $10,621 $10,426
11/30/2005 $12,590 $11,149
11/30/2006 $13,819 $12,330
11/30/2007 $15,681 $12,121
11/30/2008 $ 9,037 $ 6,413
11/30/2009 $13,051 $ 8,686
11/30/2010 $15,634 $11,026
11/30/2011 $16,384 $11,000
11/30/2012 $17,375 $12,589
11/30/2013 $23,588 $18,942
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Select Mid Cap Growth
Fund ("the predecessor fund") on June 7, 2013 ("the reorganization"). As a
result of the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund. The
performance of Class C shares of the Fund is the performance of Class C shares
of the predecessor fund for periods prior to the reorganization, and has not
been restated to reflect any differences in expenses.
The predecessor fund was established in connection with the reorganization of
Regions Morgan Keegan Select Mid Cap Growth Fund into the predecessor fund on
May 15, 2009. The performance of Class C shares of the predecessor fund for
periods prior to May 15, 2009, includes the performance of Regions Morgan Keegan
Select Mid Cap Growth Fund's Class C shares, which has been restated to reflect
differences in any applicable sales charges (but not differences in expenses).
This adjustment has the effect of reducing the previously reported performance
of Regions Morgan Keegan Select Mid Cap Growth Fund. A different investment
adviser served as the adviser of Regions Morgan Keegan Select Mid Cap Growth
Fund.
14 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
Performance Update | 11/30/13 Class R Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class R shares of Pioneer Select Mid Cap Growth Fund during
the periods shown, compared to that of the Russell Midcap Growth Index.
Average Annual Total Returns
(As of November 30, 2013)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
10 Years 9.21% 9.21%
5 Years 21.64 21.64
1 Year 36.34 36.34
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2013, as revised June 10, 2013)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.55%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Select Mid Cap Growth Fund Russell Midcap Growth Index
11/30/2003 $10,000 $10,000
11/30/2004 $10,644 $10,426
11/30/2005 $12,595 $11,149
11/30/2006 $13,819 $12,330
11/30/2007 $15,637 $12,121
11/30/2008 $ 9,057 $ 6,413
11/30/2009 $13,108 $ 8,686
11/30/2010 $15,772 $11,026
11/30/2011 $16,602 $11,000
11/30/2012 $17,693 $12,589
11/30/2013 $24,123 $18,942
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class R shares are not subject to sales charges and are available for limited
groups of eligible investors. All results are historical and assume the
reinvestment of dividends and capital gains. Other share classes are available
for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Select Mid Cap Growth
Fund ("the predecessor fund") on June 7, 2013 ("the reorganization"). As a
result of the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund. The prede-
cessor fund did not offer Class R shares. Accordingly, the performance of Class
R shares of the Fund is the performance of Class A shares of the predecessor
fund for periods prior to the reorganization, restated to reflect the higher
distribution and service fees of Class R shares, but not other differences in
expenses.
The predecessor fund was established in connection with the reorganization of
Regions Morgan Keegan Select Mid Cap Growth Fund into the predecessor fund on
May 15, 2009. The performance shown for Class R shares of the Fund for periods
prior to May 15, 2009, is based on the performance of Regions Morgan Keegan
Select Mid Cap Growth Fund's Class A shares, which has been restated to reflect
differences in any applicable sales charges and the higher distribution and
service fees of Class R shares of the Fund (but not differences in expenses).
This adjustment has the effect of reducing the previously reported performance
of Regions Morgan Keegan Select Mid Cap Growth Fund. A different investment
adviser served as the adviser of Regions Morgan Keegan Select Mid Cap Growth
Fund.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 15
Performance Update | 11/30/13 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 Select Mid Cap Growth Fund during
the periods shown, compared to that of the Russell Midcap Growth Index.
Average Annual Total Returns
(As of November 30, 2013)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
Life-of-Class
(6/23/2004) 10.20% 10.20%
5 Years 22.74 22.74
1 Year 37.40 37.40
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2013, as revised June 10, 2013)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
0.69%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Select Mid Cap Growth Fund Russell Midcap Growth Index
6/30/2004 $ 5,000,000 $5,000,000
11/30/2004 $ 5,110,906 $5,071,178
11/30/2005 $ 6,086,709 $5,422,693
11/30/2006 $ 6,727,271 $5,997,151
11/30/2007 $ 7,660,445 $5,895,489
11/30/2008 $ 4,471,893 $3,119,465
11/30/2009 $ 6,532,479 $4,225,020
11/30/2010 $ 7,933,622 $5,363,171
11/30/2011 $ 8,425,414 $5,350,341
11/30/2012 $ 9,065,671 $6,123,343
11/30/2013 $12,455,564 $9,213,694
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class Y shares are not subject to sales charges and are available for limited
groups of eligible investors, including institutional investors. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Select Mid Cap Growth
Fund ("the predecessor fund") on June 7, 2013 ("the reorganization"). As a
result of the reorganization, the predecessor fund's performance and financial
history became the performance and financial history of the Fund. The
performance of Class Y shares of the Fund is the performance of Class Y shares
of the predecessor fund for periods prior to the reorganization, and has not
been restated to reflect any differences in expenses.
The predecessor fund was established in connection with the reorganization of
Regions Morgan Keegan Select Mid Cap Growth Fund into the predecessor fund on
May 15, 2009. The performance of Class Y shares of the predecessor fund for
periods prior to May 15, 2009, includes the performance of Regions Morgan Keegan
Select Mid Cap Growth Fund's Class I shares, which has been restated to reflect
differences in any applicable sales charges (but not differences in expenses).
This adjustment has the effect of reducing the previously reported performance
of Regions Morgan Keegan Select Mid Cap Growth Fund. A different investment
adviser served as the adviser of Regions Morgan Keegan Select Mid Cap Growth
Fund.
16 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
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 Select Mid Cap Growth Fund
Based on actual returns from June 1, 2013 through November 30, 2013.
----------------------------------------------------------------------------------------------
Share Class A B C R Y
----------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 6/1/13**
----------------------------------------------------------------------------------------------
Ending Account $1,148.13 $1,140.80 $1,142.86 $1,146.20 $1,149.50
Value (after expenses)
on 11/30/13
----------------------------------------------------------------------------------------------
Expenses Paid $ 6.03 $ 13.39 $ 10.58 $ 7.91 $ 4.10
During Period*
----------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.12%, 2.58%,
1.97% 1.52% and 0.76% for Class A, Class B, Class C, Class R and Class Y,
respectively, multiplied by the average account value over the period,
multiplied by 183/365 and 177/365 for Class B and Class R (to reflect the
partial year period).
** The Fund acquired the assets and liabilities of Pioneer Select Mid Cap
Growth Fund (the "predecessor fund") on June 7, 2013 (the "reorganization").
As a result of the reorganization, the predecessor fund's performance and
financial history became the performance and financial history of the Fund.
The predecessor fund did not offer Class B shares or Class R shares.
Accordingly, no financial information is presented for Class B share or
Class R shares for periods prior to June 7, 2013.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 17
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Select Mid Cap Growth Fund
Based on a hypothetical 5% return per year before expenses, reflecting the
period from June 1, 2013 through November 30, 2013.
------------------------------------------------------------------------------------------
Share Class A B C R Y
------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 6/1/13**
------------------------------------------------------------------------------------------
Ending Account $1,019.45 $1,011.74 $1,015.19 $1,016.88 $1,021.26
Value (after expenses)
on 11/30/13
------------------------------------------------------------------------------------------
Expenses Paid $ 5.67 $ 12.58 $ 9.95 $ 7.43 $ 3.85
During Period*
------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.12%, 2.58%,
1.97% 1.52% and 0.76% for Class A, Class B, Class C, Class R and Class Y,
respectively, multiplied by the average account value over the period,
multiplied by 183/365 and 177/365 for Class B and Class R (to reflect the
partial year period).
** The Fund acquired the assets and liabilities of Pioneer Select Mid Cap
Growth Fund (the "predecessor fund") on June 7, 2013 (the "reorganization").
As a result of the reorganization, the predecessor fund's performance and
financial history became the performance and financial history of the Fund.
The predecessor fund did not offer Class B shares or Class R shares.
Accordingly, no financial information is presented for Class B share or
Class R shares for periods prior to June 7, 2013.
18 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
Schedule of Investments | 11/30/13
------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------
COMMON STOCKS -- 100.8%
ENERGY -- 8.5%
Oil & Gas Equipment & Services -- 0.3%
144,487 Basic Energy Services, Inc.* $ 2,050,271
72,469 Frank's International NV* 1,734,183
--------------
$ 3,784,454
------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 6.0%
202,037 Bill Barrett Corp.* $ 5,432,775
737,507 Cabot Oil & Gas Corp. 25,407,120
97,807 Cobalt International Energy, Inc.* 2,174,250
75,622 EQT Corp. 6,436,188
248,417 Goodrich Petroleum Corp.* 4,779,543
269,749 Gulfport Energy Corp.* 15,761,434
35,852 Pioneer Natural Resources Co. 6,372,693
88,606 Trilogy Energy Corp. 2,241,763
--------------
$ 68,605,766
------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 1.7%
138,244 Delek US Holdings, Inc. $ 4,183,263
84,994 Marathon Petroleum Corp.* 7,032,404
137,425 PBF Energy, Inc. 3,964,711
73,693 Tesoro Corp. 4,320,621
--------------
$ 19,500,999
------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.5%
96,545 SemGroup Corp. $ 5,925,932
--------------
Total Energy $ 97,817,151
------------------------------------------------------------------------------------
MATERIALS -- 5.9%
Commodity Chemicals -- 1.4%
125,608 Methanex Corp. $ 7,712,331
73,954 Westlake Chemical Corp. 8,325,741
--------------
$ 16,038,072
------------------------------------------------------------------------------------
Industrial Gases -- 0.4%
42,229 Airgas, Inc. $ 4,587,336
------------------------------------------------------------------------------------
Specialty Chemicals -- 2.4%
384,572 Flotek Industries, Inc.* $ 8,052,938
40,349 The Sherwin-Williams Co. 7,385,077
132,083 WR Grace & Co.* 12,683,930
--------------
$ 28,121,945
------------------------------------------------------------------------------------
Construction Materials -- 0.8%
110,292 Eagle Materials, Inc. $ 8,602,776
------------------------------------------------------------------------------------
Paper Packaging -- 0.3%
38,873 Rock Tenn Co. $ 3,670,389
------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 19
Schedule of Investments | 11/30/13 (continued)
------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------
Paper Products -- 0.6%
128,565 KapStone Paper and Packaging Corp. $ 6,849,943
--------------
Total Materials $ 67,870,461
------------------------------------------------------------------------------------
CAPITAL GOODS -- 5.6%
Building Products -- 0.3%
90,359 Fortune Brands Home & Security, Inc. $ 3,939,652
------------------------------------------------------------------------------------
Construction & Engineering -- 0.3%
83,789 KBR, Inc. $ 2,834,582
------------------------------------------------------------------------------------
Electrical Components & Equipment -- 0.4%
36,293 Roper Industries, Inc. $ 4,707,202
------------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 0.9%
112,748 Terex Corp.* $ 4,095,007
289,002 The Manitowoc Co., Inc. 5,950,551
--------------
$ 10,045,558
------------------------------------------------------------------------------------
Industrial Machinery -- 2.9%
95,755 Chart Industries, Inc.* $ 9,316,962
57,184 Dover Corp. 5,188,876
140,537 Ingersoll-Rand Plc 10,037,153
111,414 Lincoln Electric Holdings, Inc. 7,963,873
86,429 Mueller Water Products, Inc. 744,154
--------------
$ 33,251,018
------------------------------------------------------------------------------------
Trading Companies & Distributors -- 0.8%
36,186 WW Grainger, Inc. $ 9,333,093
--------------
Total Capital Goods $ 64,111,105
------------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES -- 5.5%
Environmental & Facilities Services -- 0.6%
62,401 Stericycle, Inc.* $ 7,330,869
------------------------------------------------------------------------------------
Diversified Support Services -- 1.5%
120,626 Healthcare Services Group, Inc. $ 3,496,948
162,466 Mobile Mini, Inc.* 6,563,626
103,679 United Rentals, Inc.* 7,125,858
--------------
$ 17,186,432
------------------------------------------------------------------------------------
Human Resource & Employment Services -- 2.2%
131,969 Towers Watson & Co. $ 14,859,709
172,832 WageWorks, Inc.* 9,903,274
--------------
$ 24,762,983
------------------------------------------------------------------------------------
Research & Consulting Services -- 1.2%
101,590 The Advisory Board Co.* $ 6,574,905
108,629 Verisk Analytics, Inc.* 7,072,834
--------------
$ 13,647,739
--------------
Total Commercial Services & Supplies $ 62,928,023
------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------
TRANSPORTATION -- 5.2%
Airlines -- 3.1%
69,782 Copa Holdings SA $ 10,566,390
360,035 Delta Air Lines, Inc. 10,433,814
147,152 United Continental Holdings, Inc.* 5,775,716
369,851 US Airways Group, Inc.* 8,684,101
--------------
$ 35,460,021
------------------------------------------------------------------------------------
Marine -- 0.7%
696,283 Diana Shipping, Inc.* $ 7,972,440
------------------------------------------------------------------------------------
Railroads -- 1.4%
52,396 Genesee & Wyoming, Inc.* $ 5,040,495
97,251 Kansas City Southern 11,769,316
--------------
$ 16,809,811
--------------
Total Transportation $ 60,242,272
------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 2.7%
Auto Parts & Equipment -- 1.8%
251,765 Lear Corp. $ 20,873,836
------------------------------------------------------------------------------------
Motorcycle Manufacturers -- 0.9%
144,584 Harley-Davidson, Inc. $ 9,690,020
--------------
Total Automobiles & Components $ 30,563,856
------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 5.2%
Consumer Electronics -- 0.8%
188,417 Garmin, Ltd.* $ 9,149,530
------------------------------------------------------------------------------------
Home Furnishings -- 0.7%
55,610 Mohawk Industries, Inc.* $ 7,786,512
------------------------------------------------------------------------------------
Apparel, Accessories & Luxury Goods -- 3.7%
56,889 Carter's, Inc. $ 4,020,346
117,632 G-III Apparel Group, Ltd.* 7,087,328
169,387 Hanesbrands, Inc. 11,874,029
246,943 Michael Kors Holdings, Ltd.* 20,138,202
8,974 Vince Holding Corp. 262,669
--------------
$ 43,382,574
--------------
Total Consumer Durables & Apparel $ 60,318,616
------------------------------------------------------------------------------------
CONSUMER SERVICES -- 4.0%
Casinos & Gaming -- 1.7%
167,394 Las Vegas Sands Corp. $ 11,998,802
211,511 Melco Crown Entertainment, Ltd. (A.D.R.)* 7,527,676
--------------
$ 19,526,478
------------------------------------------------------------------------------------
Hotels, Resorts & Cruise Lines -- 0.3%
123,446 Norwegian Cruise Line Holdings, Ltd.* $ 4,209,509
------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 21
Schedule of Investments | 11/30/13 (continued)
------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------
Restaurants -- 1.5%
27,952 Chipotle Mexican Grill, Inc.* $ 14,642,935
14,698 Panera Bread Co.* 2,599,929
--------------
$ 17,242,864
------------------------------------------------------------------------------------
Specialized Consumer Services -- 0.5%
194,567 H&R Block, Inc. $ 5,426,474
--------------
Total Consumer Services $ 46,405,325
------------------------------------------------------------------------------------
MEDIA -- 1.5%
Broadcasting -- 0.7%
95,820 Discovery Communications, Inc.* $ 8,362,211
------------------------------------------------------------------------------------
Cable & Satellite -- 0.4%
54,625 Liberty Global Plc* $ 4,687,371
------------------------------------------------------------------------------------
Movies & Entertainment -- 0.4%
143,824 Cinemark Holdings, Inc. $ 4,744,754
--------------
Total Media $ 17,794,336
------------------------------------------------------------------------------------
RETAILING -- 9.8%
Distributors -- 1.3%
457,147 LKQ Corp.* $ 15,154,423
------------------------------------------------------------------------------------
Internet Retail -- 2.5%
261,389 HomeAway, Inc.* $ 9,540,698
8,539 Netflix, Inc.* 3,123,566
8,983 priceline.com, Inc.* 10,710,700
109,866 Shutterfly, Inc.* 5,188,971
--------------
$ 28,563,935
------------------------------------------------------------------------------------
General Merchandise Stores -- 1.4%
103,443 Dollar General Corp.* $ 5,890,044
190,381 Dollar Tree, Inc.* 10,594,703
--------------
$ 16,484,747
------------------------------------------------------------------------------------
Apparel Retail -- 1.6%
116,533 Ross Stores, Inc. $ 8,910,113
142,517 TJX Companies, Inc. 8,961,469
--------------
$ 17,871,582
------------------------------------------------------------------------------------
Home Improvement Retail -- 0.7%
173,583 Lowe's Companies, Inc. $ 8,241,721
------------------------------------------------------------------------------------
Specialty Stores -- 1.4%
83,610 Dick's Sporting Goods, Inc.* $ 4,725,637
156,296 Tractor Supply Co.* 11,442,430
--------------
$ 16,168,067
------------------------------------------------------------------------------------
Automotive Retail -- 0.9%
205,227 CarMax, Inc.* $ 10,333,179
--------------
Total Retailing $ 112,817,654
------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 0.2%
Food Retail -- 0.2%
78,148 Natural Grocers by Vitamin Cottage, Inc.* $ 2,874,283
--------------
Total Food & Staples Retailing $ 2,874,283
------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 2.6%
Distillers & Vintners -- 0.3%
53,400 Constellation Brands, Inc.* $ 3,759,894
------------------------------------------------------------------------------------
Soft Drinks -- 0.6%
109,631 Monster Beverage Corp.* $ 6,487,963
------------------------------------------------------------------------------------
Packaged Foods & Meats -- 1.7%
137,415 B&G Foods, Inc. $ 4,758,681
166,796 ConAgra Foods, Inc. 5,502,600
68,111 Flowers Foods, Inc. 1,480,052
109,888 Green Mountain Coffee Roasters, Inc.* 7,404,253
--------------
$ 19,145,586
--------------
Total Food, Beverage & Tobacco $ 29,393,443
------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 0.7%
Personal Products -- 0.7%
64,468 Nu Skin Enterprises, Inc. $ 8,241,589
--------------
Total Household & Personal Products $ 8,241,589
------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 5.2%
Health Care Equipment -- 1.7%
156,568 Edwards Lifesciences Corp.* $ 10,259,901
302,129 Masimo Corp. 8,649,953
--------------
$ 18,909,854
------------------------------------------------------------------------------------
Health Care Supplies -- 1.0%
100,161 Align Technology, Inc.* $ 5,472,797
359,309 Endologix, Inc.* 6,420,852
--------------
$ 11,893,649
------------------------------------------------------------------------------------
Health Care Services -- 1.4%
359,529 Catamaran Corp.* $ 16,405,308
------------------------------------------------------------------------------------
Health Care Facilities -- 0.6%
215,367 Brookdale Senior Living, Inc.* $ 6,280,102
------------------------------------------------------------------------------------
Managed Health Care -- 0.5%
81,311 WellCare Health Plans, Inc.* $ 6,041,407
--------------
Total Health Care Equipment & Services $ 59,530,320
------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 9.9%
Biotechnology -- 3.3%
198,407 Alkermes Plc* $ 8,011,675
118,469 Cubist Pharmaceuticals, Inc.* 8,116,311
452,288 Neurocrine Biosciences, Inc.* 4,441,468
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 23
Schedule of Investments | 11/30/13 (continued)
------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------
Biotechnology -- (continued)
324,668 NPS Pharmaceuticals, Inc.* $ 8,574,482
120,030 Vertex Pharmaceuticals, Inc.* 8,332,483
--------------
$ 37,476,419
------------------------------------------------------------------------------------
Pharmaceuticals -- 4.8%
134,770 Actavis plc* $ 21,976,944
80,979 Jazz Pharmaceuticals Plc* 9,468,065
149,544 Salix Pharmaceuticals, Ltd.* 12,682,827
83,260 Shire Plc (A.D.R.) 11,307,541
--------------
$ 55,435,377
------------------------------------------------------------------------------------
Life Sciences Tools & Services -- 1.8%
100,665 Agilent Technologies, Inc. $ 5,392,624
165,512 Bruker Corp.* 3,201,002
122,041 Charles River Laboratories International, Inc.* 6,366,879
61,282 Illumina, Inc.* 6,005,636
--------------
$ 20,966,141
--------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 113,877,937
------------------------------------------------------------------------------------
BANKS -- 0.7%
Regional Banks -- 0.7%
79,273 Signature Bank* $ 8,422,756
--------------
Total Banks $ 8,422,756
------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 4.9%
Specialized Finance -- 0.7%
207,119 The NASDAQ OMX Group, Inc. $ 8,137,706
------------------------------------------------------------------------------------
Consumer Finance -- 0.7%
155,259 Discover Financial Services, Inc. $ 8,275,305
------------------------------------------------------------------------------------
Asset Management & Custody Banks -- 2.8%
52,929 Affiliated Managers Group, Inc.* $ 10,599,032
332,771 Blackstone Group LP 9,510,595
100,551 Financial Engines, Inc. 6,812,330
137,567 Walter Investment Management Corp.* 5,245,430
--------------
$ 32,167,387
------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 0.7%
233,855 Morgan Stanley Co. $ 7,319,662
--------------
Total Diversified Financials $ 55,900,060
------------------------------------------------------------------------------------
INSURANCE -- 0.5%
Insurance Brokers -- 0.5%
76,078 Aon Plc* $ 6,211,008
--------------
Total Insurance $ 6,211,008
------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
24 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------
REAL ESTATE -- 1.0%
Specialized REIT -- 1.0%
386,482 Weyerhaeuser Co. $ 11,644,703
--------------
Total Real Estate $ 11,644,703
------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 13.1%
Internet Software & Services -- 5.8%
366,036 Akamai Technologies, Inc.* $ 16,369,130
81,406 CoStar Group, Inc.* 15,161,053
136,415 eBay, Inc.* 6,891,686
81,841 Facebook, Inc.* 3,847,345
10,827 Google, Inc.* 11,472,181
39,961 LinkedIn Corp.* 8,952,463
102,454 Yandex NV* 4,072,546
--------------
$ 66,766,404
------------------------------------------------------------------------------------
IT Consulting & Other Services -- 0.4%
78,452 Gartner, Inc.* $ 5,071,922
------------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 3.1%
30,512 Alliance Data Systems Corp.* $ 7,391,837
278,256 Genpact, Ltd.* 4,980,782
8,958 MasterCard, Inc. 6,815,336
247,635 Vantiv, Inc.* 7,503,340
91,259 WEX, Inc.* 9,058,368
--------------
$ 35,749,663
------------------------------------------------------------------------------------
Application Software -- 2.9%
132,810 Aspen Technology, Inc.* $ 5,249,979
524,562 Cadence Design Systems, Inc.* 6,950,446
140,648 Guidewire Software, Inc.* 6,713,129
123,611 Qlik Technologies, Inc.* 3,100,164
131,406 Salesforce.com, Inc.* 6,844,939
108,684 SS&C Technologies Holdings, Inc.* 4,685,367
--------------
$ 33,544,024
------------------------------------------------------------------------------------
Systems Software -- 0.9%
54,707 ServiceNow, Inc.* $ 2,905,489
84,300 VMware, Inc.* 6,797,109
$ 9,702,598
--------------
Total Software & Services $ 150,834,611
------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 1.8%
Communications Equipment -- 1.1%
109,347 F5 Networks, Inc.* $ 8,994,884
171,904 Finisar Corp.* 3,556,694
--------------
$ 12,551,578
------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 25
Schedule of Investments | 11/30/13 (continued)
------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------
Computer Hardware -- 0.4%
34,319 Stratasys, Ltd.* $ 4,041,749
------------------------------------------------------------------------------------
Computer Storage & Peripherals -- 0.3%
54,000 SanDisk Corp. $ 3,680,100
--------------
Total Technology Hardware & Equipment $ 20,273,427
------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 4.0%
Semiconductor Equipment -- 0.4%
256,098 Applied Materials, Inc. $ 4,430,495
------------------------------------------------------------------------------------
Semiconductors -- 3.6%
96,871 Analog Devices, Inc. $ 4,671,120
120,926 Avago Technologies, Ltd. 5,409,020
94,896 Cree, Inc.* 5,295,197
137,069 Mellanox Technologies, Ltd.* 5,337,467
128,667 Monolithic Power Systems, Inc. 4,297,478
271,263 Skyworks Solutions, Inc.* 7,212,883
198,501 Xilinx, Inc. 8,819,399
--------------
$ 41,042,564
--------------
Total Semiconductors & Semiconductor Equipment $ 45,473,059
------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 1.6%
Wireless Telecommunication Services -- 1.6%
134,859 Crown Castle International Corp.* $ 10,010,584
95,256 SBA Communications Corp.* 8,112,954
--------------
$ 18,123,538
--------------
Total Telecommunication Services $ 18,123,538
------------------------------------------------------------------------------------
UTILITIES -- 0.7%
Electric Utilities -- 0.2%
20,092 ITC Holdings Corp. $ 1,817,924
------------------------------------------------------------------------------------
Gas Utilities -- 0.3%
51,280 National Fuel Gas Co. $ 3,460,374
------------------------------------------------------------------------------------
Water Utilities -- 0.2%
103,104 Aqua America, Inc. $ 2,481,713
--------------
Total Utilities $ 7,760,011
------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $866,423,342) $1,159,429,544
------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 100.8%
(Cost $866,423,342) (a) $1,159,429,544
------------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- (0.8)% $ (9,091,298)
------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $1,150,338,246
====================================================================================
The accompanying notes are an integral part of these financial statements.
26 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
* Non-income producing security.
(A.D.R.) American Depositary Receipts.
REIT Real Estate Investment Trust.
(a) At November 30, 2013, the net unrealized appreciation on
investments based on cost for federal income tax purposes of
$867,976,370 was as follows:
Aggregate gross unrealized appreciation for all investments in
which there is an excess of value over tax cost $ 300,300,032
Aggregate gross unrealized depreciation for all investments in
which there is an excess of tax cost over value (8,846,858)
-------------
Net unrealized appreciation $ 291,453,174
=============
Purchases and sales of securities (excluding temporary cash investments) for the
year ended November 30, 2013 aggregated $752,559,438 and $836,906,963,
respectively. Excluded from these amounts are $30,667,614 and $26,793,471 in
purchases and sales, respectively, that resulted from realigning the Fund's
portfolio holdings with those of the Predecessor Fund.
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 following is a summary of the inputs used as of November 30, 2013, in
valuing the Fund's investments:
--------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------
Common Stocks $1,159,429,544 $ -- $ -- $1,159,429,544
--------------------------------------------------------------------------------
Total $1,159,429,544 $ -- $ -- $1,159,429,544
================================================================================
During the year ended November 30, 2013, there were no transfers between Levels
1, 2 and 3.
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 27
Statement of Assets and Liabilities | 11/30/13
ASSETS:
Investment in securities (cost $866,423,342) $1,159,429,544
Foreign currencies, at value (cost $7,692) 7,545
Receivables --
Investment securities sold 6,356,424
Fund shares sold 396,932
Dividends 481,193
Other 60,943
--------------------------------------------------------------------------------
Total assets $1,166,732,581
================================================================================
LIABILITIES:
Payables --
Investment securities purchased $ 12,744,894
Fund shares repurchased 1,270,347
Due to custodian 1,856,751
Due to affiliates 408,458
Accrued expenses 113,885
--------------------------------------------------------------------------------
Total liabilities $ 16,394,335
================================================================================
NET ASSETS:
Paid-in capital $ 849,250,275
Undistributed net investment income 330,329
Accumulated net realized gain on investments 7,751,592
Net unrealized appreciation on investments 293,006,202
Net unrealized depreciation on assets and liabilities
denominated in foreign currencies (152)
--------------------------------------------------------------------------------
Total net assets $1,150,338,246
================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $946,725,271/25,213,185 shares) $ 37.55
Class B (based on $9,146,482/301,504 shares) $ 30.34
Class C (based on $66,068,912/2,115,714 shares) $ 31.23
Class R (based on $9,746,141/263,034 shares) $ 37.05
Class Y (based on $118,651,440/3,017,574 shares) $ 39.32
MAXIMUM OFFERING PRICE:
Class A ($37.55 (divided by) 94.25%) $ 39.84
================================================================================
The accompanying notes are an integral part of these financial statements.
28 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
Statement of Operations
For the Year Ended 11/30/13
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $28,944) $ 4,339,651
Interest 4,685
-------------------------------------------------------------------------------------
Total investment income $ 4,344,336
=====================================================================================
EXPENSES:
Management fees $ 4,733,804
Transfer agent fees and expenses
Class A 735,069
Class B 30,653
Class C 45,484
Class R 1,861
Class Y 3,267
Distribution fees
Class A 1,537,719
Class B 45,248
Class C 359,876
Class R 22,086
Shareholder communication expense 587,104
Administrative reimbursements 226,019
Custodian fees 27,227
Registration fees 58,452
Professional fees 103,839
Printing expense 48,158
Fees and expenses of nonaffiliated Trustees 29,213
Miscellaneous 37,956
-------------------------------------------------------------------------------------
Total expenses $ 8,633,035
-------------------------------------------------------------------------------------
Net investment loss $ (4,288,699)
-------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on:
Investments $128,678,626
Other assets and liabilities denominated in
foreign currencies 2,755 $128,681,381
-------------------------------------------------------------------------------------
Change in net unrealized appreciation on:
Investments $110,946,077
Other assets and liabilities denominated in
foreign currencies 112 $110,946,189
-------------------------------------------------------------------------------------
Net gain on investments $239,627,570
-------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $235,338,871
=====================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 29
Statements of Changes in Net Assets
---------------------------------------------------------------------------------------------
Year Ended Year Ended
11/30/13 11/30/12
---------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment loss $ (4,288,699) $ (2,277,943)
Net realized gain on investments 128,681,381 36,723,833
Change in net unrealized gain (loss) on investments 110,946,189 (1,536,330)
---------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 235,338,871 $ 32,909,560
---------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net realized gain:
Class A ($5.17* and $0.00 per share, respectively) $ (77,659,880) $ --
Class B ($1.76 and $0.00 per share, respectively) (501,362) --
Class C ($4.95* and $0.00 per share, respectively) (4,990,691) --
Class R ($1.76 and $0.00 per share, respectively) (435,729) --
Class Y ($5.20* and $0.00 per share, respectively) (14,582,306) --
---------------------------------------------------------------------------------------------
Total distributions to shareowners $ (98,169,968) $ --
---------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 61,915,865 $ 49,740,808
Shares issued in reorganization 575,347,564 --
Reinvestment of distributions 89,555,900 --
Cost of shares repurchased (164,155,418) (91,199,301)
---------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from Fund share transactions $ 562,663,911 $ (41,458,493)
---------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $ 699,832,814 $ (8,548,933)
NET ASSETS:
Beginning of year 450,505,432 459,054,365
---------------------------------------------------------------------------------------------
End of year $1,150,338,246 $ 450,505,432
---------------------------------------------------------------------------------------------
Undistributed net investment income $ 330,329 $ 71,932
=============================================================================================
* Historical per share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratios used for the reorganization of the Fund
(formerly known as Pioneer Growth Opportunities Fund) with Pioneer Select
Mid Cap Growth Fund.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
Statements of Changes in Net Assets (continued)(1)
--------------------------------------------------------------------------------------------------------------------
'13 Shares '13 Amount '12 Shares '12 Amount
--------------------------------------------------------------------------------------------------------------------
Class A*
Shares sold 869,576 $ 31,042,240 620,991 $ 19,718,219
Shares issued in
reorganization 14,033,389 480,408,023 -- --
Reinvestment of distributions 2,121,622 74,791,090 -- --
Less shares repurchased (2,388,188) (84,583,556) (2,278,742) (72,535,773)
--------------------------------------------------------------------------------------------------------------------
Net decrease 14,636,399 $501,657,797 (1,657,751) $ (52,817,554)
====================================================================================================================
Class B
Shares sold 10,174 $ 302,228 -- $ --
Shares issued in
reorganization 344,312 9,689,683 -- --
Reinvestment of distributions 16,318 493,621 -- --
Less shares repurchased (69,300) (2,072,494) -- --
--------------------------------------------------------------------------------------------------------------------
Net decrease 301,504 $ 8,413,038 -- $ --
====================================================================================================================
Class C*
Shares sold 302,146 $ 9,332,626 102,534 $ 2,791,454
Shares issued in
reorganization 1,500,584 43,279,821 -- --
Reinvestment of distributions 126,461 3,770,515 -- --
Less shares repurchased (283,509) (8,546,394) (143,833) (4,046,284)
--------------------------------------------------------------------------------------------------------------------
Net decrease 1,645,682 $ 47,836,568 (41,299) $ (1,254,830)
====================================================================================================================
Class R
Shares sold 50,406 $ 1,834,987 -- $ --
Shares issued in
reorganization 254,059 8,602,193 -- --
Reinvestment of distributions 10,855 401,099 -- --
Less shares repurchased (52,286) (1,896,736) -- --
--------------------------------------------------------------------------------------------------------------------
Net increase (decrease) 263,034 $ 8,941,543 -- $ --
====================================================================================================================
Class Y*
Shares sold 521,105 $ 19,403,784 813,309 $ 27,231,135
Shares issued in
reorganization 934,367 33,367,844 -- --
Reinvestment of distributions 283,655 10,099,575 -- --
Less shares repurchased (1,818,152) (67,056,238) (441,537) (14,617,244)
--------------------------------------------------------------------------------------------------------------------
Net increase (decrease) (79,025) $ (4,185,035) 371,772 $ 12,613,891
====================================================================================================================
(1) As a result of the reorganization, financial reporting for Class B and Class
R commenced on June 7, 2013. See Notes to Financial Statements - Note 1.
* Historical share amounts prior to June 7, 2013 have been adjusted to reflect
the conversion ratios used for the reorganization of the Fund (formerly
known as Pioneer Growth Opportunities Fund) with Pioneer Select Mid Cap
Growth Fund.
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 31
Financial Highlights
-----------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/13 (a) 11/30/12 (a) 11/30/11 (a) 11/30/10 (a) 11/30/09 (a)(b)
-----------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 31.75 $ 29.64 $ 28.02 $ 23.17 $ 16.03
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment loss $ (0.14) $ (0.18) $ (0.15) $ (0.13) $ (0.10)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 11.11 2.29 1.77 4.98 7.34
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 10.97 $ 2.11 $ 1.62 $ 4.85 $ 7.24
-----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain (5.17) -- -- -- (0.10)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 5.80 $ 2.11 $ 1.62 $ 4.85 $ 7.14
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 37.55 $ 31.75 $ 29.64 $ 28.02 $ 23.17
===================================================================================================================================
Total return* 36.96% 7.11%(d) 5.79%(c) 20.92% 45.46%
Ratio of net expenses to average net assets 1.12% 1.16% 1.15% 1.21% 1.29%
Ratio of net investment loss to average net assets (0.56)% (0.54)% (0.44)% (0.61)% (0.39)%
Portfolio turnover rate 100% 86% 81% 88% 91%
Net assets, end of period (in thousands) $946,725 $335,702 $362,504 $387,037 $73,077
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses 1.12% 1.16% 1.15% 1.21% 1.29%
Net investment loss (0.56)% (0.54)% (0.44)% (0.61)% (0.39)%
===================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
(a) The Fund acquired the assets and liabilities of Pioneer Select Mid Cap
Growth Fund (the "predecessor fund") on June 7, 2013 (the "reorganization").
As a result of the reorganization, the predecessor fund's performance and
financial history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
predecessor fund with those of the Fund. See Notes to Financial Statements
-- Note 1.
(b) Effective May 15, 2009, Pioneer Investment Management, Inc. became the
adviser of the Fund.
(c) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2011, the total return would have been
5.61%.
(d) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2012, the total return would have been
7.02%.
The accompanying notes are an integral part of these financial statements.
32 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
------------------------------------------------------------------------------------------
6/7/13 (a)
to 11/30/13
------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 28.14
------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ (0.30)
Net realized and unrealized gain on investments 4.26
------------------------------------------------------------------------------------------
Net increase in net assets from investment operations $ 3.96
------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain (1.76)
------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.20
------------------------------------------------------------------------------------------
Net asset value, end of period $ 30.34
==========================================================================================
Total return* 14.08%***
Ratio of net expenses to average net assets 2.58%**
Ratio of net investment loss to average net assets (2.06)%**
Portfolio turnover rate 100%
Net assets, end of period (in thousands) $ 9,146
Ratios with no waiver of fees and assumption of expenses by the Adviser:
Total expenses 2.58%**
Net investment loss (2.06)%**
==========================================================================================
(a) Financial reporting for Class B shares commenced on June 7, 2013. See Notes
to Financial Statements -- Note 1.
* Assumes initial investment at net asset value at the beginning of the
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of the period and no sales charges.
Total return would be reduced if sales charges were taken into account.
** Annualized.
*** Not annualized.
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 33
Financial Highlights (continued)
-----------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/13 (a) 11/30/12 (a) 11/30/11 (a) 11/30/10 (a) 11/30/09 (a)(b)
-----------------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 27.15 $ 25.60 $ 24.43 $ 20.40 $ 14.22
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment loss $ (0.24) $ (0.44) $ (0.38) $ (0.31) $ (0.27)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 9.27 1.99 1.55 4.34 6.54
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 9.03 $ 1.55 $ 1.17 $ 4.03 $ 6.27
-----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain (4.95) -- -- -- (0.09)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 4.08 $ 1.55 $ 1.17 $ 4.03 $ 6.18
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 31.23 $ 27.15 $ 25.60 $ 24.43 $ 20.40
===================================================================================================================================
Total return* 35.76% 6.05%(d) 4.80%(c) 19.79% 44.43%
Ratio of net expenses to average net assets 1.97% 2.16% 2.07% 2.14% 2.31%
Ratio of net investment loss to average net assets (1.43)% (1.54)% (1.37)% (1.54)% (1.44)%
Portfolio turnover rate 100% 86% 81% 88% 91%
Net assets, end of period (in thousands) $66,069 $12,761 $13,090 $13,565 $ 5,017
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses 1.97% 2.16% 2.07% 2.25% 2.31%
Net investment loss (1.43)% (1.54)% (1.37)% (1.64)% (1.44)%
===================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
(a) The Fund acquired the assets and liabilities of Pioneer Select Mid Cap
Growth Fund (the "predecessor fund") on June 7, 2013 (the "reorganization").
As a result of the reorganization, the predecessor fund's performance and
financial history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
predecessor fund with those of the Fund. See Notes to Financial Statements
-- Note 1.
(b) Effective May 15, 2009, Pioneer Investment Management, Inc. became the
adviser of the Fund.
(c) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2011, the total return would have been
4.67%.
(d) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2012, the total return would have been
5.97%.
The accompanying notes are an integral part of these financial statements.
34 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
--------------------------------------------------------------------------------------------
6/7/13 (a)
to 11/30/13
--------------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 33.86
--------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ (0.17)
Net realized and unrealized gain on investments 5.12
--------------------------------------------------------------------------------------------
Net increase in net assets from investment operations $ 4.95
--------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain (1.76)
--------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 3.19
--------------------------------------------------------------------------------------------
Net asset value, end of period $ 37.05
============================================================================================
Total return* 14.62%***
Ratio of net expenses to average net assets 1.52%**
Ratio of net investment loss to average net assets (1.00)%**
Portfolio turnover rate 100%
Net assets, end of period (in thousands) $ 9,746
Ratios with no waiver of fees and assumption of expenses by the Adviser:
Total expenses 1.52%**
Net investment loss (1.00)%**
============================================================================================
(a) Financial reporting for Class R shares commenced on June 7, 2013. See Notes
to Financial Statements -- Note 1.
* Assumes initial investment at net asset value at the beginning of the
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of the period and no sales charges.
Total return would be reduced if sales charges were taken into account.
** Annualized.
*** Not annualized.
The accompanying notes are an integral part of these financial statements.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 35
Financial Highlights (continued)
-----------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
11/30/13 (a) 11/30/12 (a) 11/30/11 (a) 11/30/10 (a) 11/30/09 (a)(b)
-----------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 32.95 $ 30.63 $ 28.84 $ 23.75 $ 16.36
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment loss $ (0.06) $ (0.04) $ (0.00)(c) $ (0.04) $ (0.02)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 11.63 2.36 1.79 5.13 7.51
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 11.57 $ 2.32 $ 1.79 $ 5.09 $ 7.49
-----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net realized gain (5.20) -- -- -- (0.10)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 6.37 $ 2.32 $ 1.79 $ 5.09 $ 7.39
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 39.32 $ 32.95 $ 30.63 $ 28.84 $ 23.75
===================================================================================================================================
Total return* 37.40% 7.60%(f) 6.20%(e) 21.45% 46.08%
Ratio of net expenses to average net assets 0.76% 0.73% 0.71% 0.74% 0.97%
Ratio of net investment loss to average net assets (0.18)% (0.11)% (0.00)(d) (0.14)% (0.05)%
Portfolio turnover rate 100% 86% 81% 88% 91%
Net assets, end of period (in thousands) $118,651 $102,042 $83,460 $107,870 $81,580
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses 0.76% 0.73% 0.71% 0.74% 0.97%
Net investment loss (0.18)% (0.11)% (0.00)(d) (0.14)% (0.05)%
===================================================================================================================================
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period.
(a) The Fund acquired the assets and liabilities of Pioneer Select Mid Cap
Growth Fund (the "predecessor fund") on June 7, 2013 (the "reorganization").
As a result of the reorganization, the predecessor fund's performance and
financial history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
predecessor fund with those of the Fund. See Notes to Financial Statements
-- Note 1.
(b) Effective May 15, 2009, Pioneer Investment Management, Inc. became the
adviser of the Fund.
(c) Rounds to less than $0.01 or $(0.01) per share.
(d) Rounds to less than 0.01%.
(e) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2011, the total return would have been
6.08%.
(f) If the Fund had not recognized gains in settlement of class action lawsuits
during the year ended November 30, 2012, the total return would have been
7.52%.
The accompanying notes are an integral part of these financial statements.
36 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
Notes to Financial Statements | 11/30/13
1. Organization and Significant Accounting Policies
Pioneer Select Mid Cap Growth Fund (the Fund) is one of two portfolios
comprising Pioneer Series Trust II, a Delaware statutory trust. The Fund is
registered under the Investment Company Act of 1940 as a diversified, open-end
management investment company. The Fund acquired the assets and liabilities of
Pioneer Select Mid Cap Growth Fund (the "predecessor fund"), a series of Pioneer
Series Trust I on June 7, 2013. The predecessor fund was the accounting survivor
of the reorganization. Accordingly, the predecessor fund's performance and
financial history became the performance and financial history of the Fund. The
financial highlights and shareholder activity, as reflected in the Statement of
Changes in net assets, have been adjusted to reflect the conversion ratios used
for the reorganization of the Fund with the predecessor fund. Prior to the
reorganization, the Fund was named Pioneer Growth Opportunities Fund. The
predecessor fund acquired the assets and stated liabilities of the Regions
Morgan Keegan Select Mid Cap Growth Fund on May 15, 2009. The investment
objective of the Fund is long-term capital growth.
The Fund offers five classes of shares designated as Class A, Class B, Class C,
Class R and Class Y shares. The predecessor fund did not offer Class B shares
or Class R shares. Accordingly, financial reporting for Class B shares and
Class R shares commenced on June 7, 2013, and no financial information has been
presented for Class B shares or Class R shares for prior periods. 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
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 37
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gains and losses on investments during the
reporting period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. In computing
the net asset value, securities that have traded on an exchange are valued
at the last sale price on the principal exchange where they are traded.
Securities that have not traded on the date of valuation, or securities for
which sale prices are not available, generally are valued at the mean
between the last bid and asked prices. 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. 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. 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.
38 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
At November 30, 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 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. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no provision for federal income taxes is required.
As of November 30, 2013, the Fund did not accrue any interest and penalties
with respect to uncertain tax positions, which, if applicable, would be
recorded as an income tax expense in the Statement of Operations. Tax
returns filed within the prior three years are subject to examination by
Federal and State tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences. At
November 30, 2013, the Fund reclassified $5,655,507 to decrease
paid-in-capital, $5,624,467 to increase accumulated undistributed net
investment income and $31,040 to increase accumulated net realized gain to
reflect permanent box/tax differences. These adjustments have no impact on
net assets or the results of operations.
During the year ended November 30, 2013, a capital loss carryforward of
$89,075,286 was utilized to offset net realized gains by the Fund.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 39
The tax character of distributions paid by Pioneer Select Mid Cap Growth
Fund were as follows:
----------------------------------------------------------------------------
2013
----------------------------------------------------------------------------
Distributions paid from:
Ordinary Income $ 4,565,456
Long-term capital gain $93,604,512
----------------------------------------------------------------------------
Total $98,169,968
============================================================================
The following shows the components of distributable earnings on a federal
income tax basis at November 30, 2013:
----------------------------------------------------------------------------
2013
----------------------------------------------------------------------------
Distributable earnings:
Undistributed long-term gain $ 9,634,949
Net unrealized appreciation 291,453,022
----------------------------------------------------------------------------
Total $301,087,971
============================================================================
Due to a different tax survivor and different tax year end, the tax amounts
include those related to the Fund for the tax period January 1, 2013 to
November 30, 2013.
The difference between book-basis and tax-basis net unrealized appreciation
is attributable to the tax deferral of losses on wash sales and the tax
basis adjustments on other holdings.
C. 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 $36,044 in underwriting commissions on the sale of Class A shares
during the year ended November 30, 2013.
D. 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, Class C and Class R shares of the Fund,
respectively (see Note 4). Class Y shares do not pay distribution fees. All
expenses and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services are allocated among the
classes of shares based on the number of accounts in each class and the
ratable allocation of related out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
40 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
investment income dividends to Class A, Class B, Class C, Class R and Class
Y shares can reflect different transfer agent and distribution expense
rates.
E. Risks
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Fund more
susceptible to any economic, political or regulatory developments or other
risks affecting these industries or sectors. The Fund's prospectus contains
unaudited information regarding the Fund's principal risks. Please refer to
that document when considering the Fund's principal risks.
F. 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 an annual rate equal to
0.625% of the Fund's average daily net assets up to $500 million, 0.60% of the
next $500 million and 0.575% on assets over $1 billion. Prior to June 7, 2013,
the Fund paid an annual fee equal to 0.65% of the Fund's average daily net
assets. Prior to June 7, 2013, the predecessor fund paid a management fee at an
annual rate equal to 0.65% of the predecessor fund's average daily net assets up
to $500 million, 0.60% of the next $500 million and 0.575% on assets over $1
billion. Morgan Asset Management, Inc. (MAM) served as the investment adviser to
the predecessor Regions Morgan Keegan Select Mid Cap Growth Fund through May 15,
2009. For the year ended November 30, 2013, the effective management fee was
equivalent to 0.61% of the Fund's average daily net assets.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$90,193 in management fees, administrative costs and certain other
reimbursements payable to PIM at November 30, 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
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 41
statement mailings, outgoing phone calls and omnibus relationship contracts. For
the year ended November 30, 2013, such out-of-pocket expenses by class of shares
were as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $423,176
Class B 8,433
Class C 59,153
Class R 12,720
Class Y 83,622
--------------------------------------------------------------------------------
Total $587,104
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $281,680 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at November 30, 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 and Class C shares.
Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net assets
attributable to Class A shares as compensation for personal services and/or
account maintenance services or distribution services with regard to Class A
shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of the average daily
net assets attributable to Class C shares. The fee for Class C shares consists
of a 0.25% service fee and a 0.75% distribution fee paid as compensation for
personal services and/or account maintenance services or distribution services
with regard to Class C shares. Included in "Due to affiliates" reflected on the
Statement of Assets and Liabilities is $36,585 in distribution fees payable to
PFD at November 30, 2013.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 12 months of purchase. Redemptions of Class C shares within one year of
purchase are subject to a CDSC of 1.00%, based on the lower of cost or market
value of shares being redeemed. Shares purchased as part of an exchange remain
subject to any CDSC that applied to the original purchase of those shares. There
is no CDSC for Class Y shares. Proceeds from the CDSCs are paid to PFD. For the
year ended November 30, 2013, CDSCs in the amount of $8,062 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS which
may result in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the year ended November 30, 2013, the Fund's expenses
were not reduced under such arrangements.
42 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a committed, unsecured revolving line of credit
facility. Borrowings are used solely for temporary or emergency purposes. The
Fund may borrow up to the lesser of the amount available under the facility or
the limits set for borrowing by the Fund's prospectus and the 1940 Act. The
credit facility in 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 the
credit facility. The commitment fee is allocated among participating Funds based
on an allocation schedule set forth in the credit agreement. For the year ended
November 30, 2013, the Fund had no borrowings under the credit facility.
7. Reorganization Information
On June 7, 2013 ("Closing Date"), the predecessor fund was reorganized with the
Fund. The purpose of this transaction was to combine two funds (managed by PIM)
with similar investment objectives and strategies.
This tax-free reorganization was accomplished by exchanging the assets and
liabilities of the predecessor fund for shares of the Fund. Shareowners holding
Class A, Class C and Class Y shares of the predecessor fund received Class A,
Class C and Class Y shares of the Fund, respectively, in the reorganization. The
predecessor fund did not offer Class B shares or Class R shares. Financial
reporting for Class B shares and Class R shares commenced on June 7, 2013. The
investment portfolio of the predecessor fund, with an aggregate value of
$552,334,360 and an identified cost of $442,091,974 at June 7, 2013, was the
principal asset acquired by the Fund.
For financial reporting purposes, assets received and shares issued by the Fund
were recorded at net asset value, however, the cost basis of the investments
received from the predecessor fund was carried forward to align ongoing
reporting of the Fund's realized and unrealized gains and losses with amounts
distributable to shareowners for tax reporting purposes.
The Fund was the legal survivor of the reorganization. The predecessor fund was
the accounting survivor of the reorganization. Accordingly, the predecessor
fund's performance and financial history became the performance and financial
history of the Fund. Prior to the reorganization, the Fund was named Pioneer
Growth Opportunities Fund.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 43
The following charts show the details of the reorganization as of the Closing
Date:
----------------------------------------------------------------------------------------
Pioneer Growth Pioneer Select Mid Pioneer Select Mid
Opportunities Fund Cap Growth Fund Cap Growth Fund
(Pre-Reorganization) (Pre-Reorganization) (Pre-Reorganization)
----------------------------------------------------------------------------------------
Net Assets
Class A $480,408,023 $375,031,477 $ 855,439,500
Class B 9,689,683 -- 9,689,683
Class C 43,279,821 14,188,415 57,468,236
Class R 8,602,193 -- 8,602,193
Class Y 33,367,844 92,797,966 126,165,810
Total Net Assets $575,347,564 $482,017,858 $1,057,365,422
Shares Outstanding
Class A 14,033,389 10,956,195* 24,989,584
Class B 344,312 -- 344,312
Class C 1,500,584 491,969* 1,992,553
Class R 254,059 -- 254,059
Class Y 934,367 2,598,660* 3,533,027
----------------------------------------------------------------------------------------
Pre-conversion Post-conversion
Shares Conversion Ratio* Shares
----------------------------------------------------------------------------------------
Class A 18,313,828 0.5928 10,956,195
Class C 769,464 0.6394 491,969
Class Y 4,382,522 0.5930 2,598,660
* Share amounts have been adjusted to reflect the conversion ratios utilized
to align the net asset values of the predecessor fund with those of the
Fund.
-----------------------------------------------------------------------------------------
Shares Issued In
Exchange Ratio Reorganization**
-----------------------------------------------------------------------------------------
Class A 1.000 14,033,389
Class B 1.000 344,312
Class C 1.000 1,500,584
Class R 1.000 254,059
Class Y 1.000 934,367
** Reflects shares issued by the predecessor fund, the accounting survivor as
shown on the Statement of Changes.
-----------------------------------------------------------------------------------------
Unrealized Accumulated
Appreciation Gain (Loss)
on Closing Date on Closing Date
-----------------------------------------------------------------------------------------
Predecessor Fund $117,287,618 $ 47,932,022
Fund 110,242,386 (30,439,766)
Assuming the Reorganization had been completed on December 1, 2012, the
beginning of the Fund's current fiscal period, the pro forma results of
operations for the fiscal year ended November 30, 2013, are as follows:
Net Investment income (loss) $ (6,405,202)
Net realized and unrealized gains 345,088,972
---------------------------------------------------------------------------------------
Change in net assets resulting from operations $338,683,770
=======================================================================================
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.
44 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust II and the Shareowners of
Pioneer Select Mid Cap Growth Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Select Mid Cap Growth Fund (the "Fund")
(one of the portfolios constituting Pioneer Series Trust II) as of November 30,
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 periods indicated therein.
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 November 30, 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 Select Mid Cap Growth Fund (one of the portfolios constituting Pioneer
Series Trust II) at November 30, 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 periods
indicated therein, in conformity with U.S. generally accepted accounting
principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
January 24, 2014
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 45
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Select Mid Cap Growth Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether to
renew the investment advisory agreement for the Fund.
The contract review process began in 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 each regularly scheduled meeting.
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
46 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
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 fourth quintile of its Morningstar
category for the one year period ended June 30, 2013, and in the third quintile
of its Morningstar category for the three year period 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 indicated that they were satisfied with the discussions with PIM with
respect to 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 Select Mid Cap Growth Fund | Annual Report | 11/30/13 47
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 also considered the breakpoints in the management fee schedule and the
reduced fee rates above certain asset levels. The Trustees considered that the
Fund's expense ratio for the twelve months ended June 30, 2013 was in the second
quintile relative to its Morningstar peer group and in the first quintile
relative to its Strategic Insight peer group, in each case for the comparable
period.
The Trustees 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
48 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
noted that the profitability of any adviser was affected by numerous factors,
including its organizational structure and method for allocating expenses. The
Trustees concluded that PIM's profitability with respect to the management of
the Fund was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
noted the breakpoints in the management fee schedule. The Trustees recognize
that economies of scale are difficult to identify and quantify, 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 Select Mid Cap Growth Fund | Annual Report | 11/30/13 49
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
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 on the following pages, together
with their principal occupations during at least the past five years. Trustees
who are interested persons of the Fund within the meaning of the 1940 Act are
referred to as Interested Trustees. Trustees who are not interested persons of
the Fund are referred to as Independent Trustees. Each of the Trustees, except
Mr. West, serves as a trustee of each of the 54 U.S. registered investment
portfolios for which Pioneer serves as investment adviser (the "Pioneer Funds").
Mr. West serves as a Trustee of 49 Pioneer funds. The address for all Trustees
and all officers of the Fund is 60 State Street, Boston, Massachusetts 02109.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
50 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
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 2006. Chairman (2008 - present) and Chief Director, Broadridge Financial
Chairman of the Board and Serves until a Executive Officer (2008 - 2012), Solutions, Inc. (investor
Trustee successor trustee is Quadriserv, Inc. (technology products communications and securities
elected or earlier for securities lending industry) (2008 - processing provider for
retirement or present); private investor (2004 - financial services industry)
removal. 2008); and Senior Executive Vice (2009 - present); Director,
President, The Bank of New York Quadriserv, Inc. (2005 -
(financial and securities services) (1986 present); and Commissioner, New
- 2004) Jersey State Civil Service
Commission (2011 - present)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (69) Trustee since 2005. Managing Partner, Federal City Capital Director of Enterprise
Trustee Serves until a Advisors (corporate advisory services Community Investment, Inc.
successor trustee is company) (1997 - 2004 and 2008 - (privately-held affordable
elected or earlier present); Interim Chief Executive housing finance company) (1985 -
retirement or Officer, Oxford Analytica, Inc. 2010); Director of Oxford
removal. (privately held research and consulting Analytica, Inc. (2008 -
company) (2010); Executive Vice present); Director of The Swiss
President and Chief Financial Officer, Helvetia Fund, Inc. (closed-end
I-trax, Inc. (publicly traded health fund) (2010 - present); and
care services company) (2004 - 2007); Director of New York Mortgage
and Executive Vice President and Chief Trust (publicly traded mortgage
Financial Officer, Pedestal Inc. REIT) (2004 - 2009, 2012 -
(internet-based mortgage trading present)
company) (2000 - 2002)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (69) Trustee since 2008. William Joseph Maier Professor of Trustee, Mellon Institutional
Trustee Serves until a Political Economy, Harvard University Funds Investment Trust and
successor trustee is (1972 - present) Mellon Institutional Funds
elected or earlier Master Portfolio (oversaw 17
retirement or portfolios in fund complex)
removal. (1989-2008)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 51
Independent Trustees (continued)
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (66) Trustee since 2004. Founding Director, Vice President and None
Trustee Serves until a Corporate Secretary, The Winthrop Group,
successor trustee is Inc. (consulting firm) (1982-present);
elected or earlier Desautels Faculty of Management, McGill
retirement or University (1999 - present); and Manager
removal. of Research Operations and
Organizational Learning, Xerox PARC,
Xerox's advance research center
(1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (65) Trustee since 2004. President and Chief Executive Officer, Director of New America High
Trustee Serves until a Newbury, Piret & Company, Inc. Income Fund, Inc. (closed-end
successor trustee is (investment banking firm) (1981 - investment company) (2004 -
elected or earlier present) present); and member, Board of
retirement or Governors, Investment Company
removal. Institute (2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (85) Trustee since 2008. Senior Counsel, Sullivan & Cromwell LLP Director, The Swiss Helvetia
Trustee Serves until a (law firm) (1998 - present); and Partner, Fund, Inc. (closed-end
successor trustee is Sullivan & Cromwell LLP (prior to 1998) investment company) (1995 -
elected or earlier 2012); and Director, Invesco,
retirement or Ltd. (formerly AMVESCAP, PLC)
removal. (investment manager) (1997-2005)
------------------------------------------------------------------------------------------------------------------------------------
52 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
Interested Trustees
------------------------------------------------------------------------------------------------------------------------------------
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. Director, CEO and President of PIM-USA None
Trustee and Executive Vice Serves until a (since February 2007); Director and
President+ successor trustee is President of Pioneer and Pioneer
elected or earlier Institutional Asset Management, Inc.
retirement or (since February 2007); Executive Vice
removal. President of all of the Pioneer Funds
(since March 2007); Director of PGAM
(2007 - 2010); Head of New Europe
Division, PGAM (2000 - 2005); Head of New
Markets Division, PGAM (2005 - 2007)
------------------------------------------------------------------------------------------------------------------------------------
* Mr. Kingsbury is an Interested Trustee because he is an officer or director
of the Fund's investment adviser and certain of its affiliates.
+ Mr. Kingsbury became President and Chief Executive Officer of the Fund
effective January 1, 2014.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 53
Fund Officers
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (87)** Since 2004. Serves at President of all the Pioneer Funds; None
President and Chief the discretion of the Non-Executive Chairman and a director of
Executive Officer of the Board. Pioneer Investment Management USA Inc.
Fund*** ("PIM-USA") (until November 2013); and
Chairman and a director of Pioneer;
Chairman 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 (48) Since 2004. Serves at Vice President and Associate General None
Secretary the discretion of the Counsel of Pioneer since January 2008
Board. and Secretary of all of the Pioneer
Funds since June 2010; Assistant
Secretary 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 at Fund Governance Director of Pioneer None
Assistant Secretary the discretion of the since December 2006 and Assistant
Board. Secretary of all the Pioneer Funds since
June 2010; Manager - Fund Governance of
Pioneer from December 2003 to November
2006; and Senior Paralegal of Pioneer
from January 2000 to November 2003
------------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (50) Since 2010. Serves at Counsel of Pioneer since June 2007 and None
Assistant Secretary the discretion of the Assistant Secretary of all the Pioneer
Board. Funds since June 2010; and Vice
President and Counsel at State Street
Bank from October 2004 to June 2007
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (53) Since 2008. Serves at Vice President - Fund Treasury of None
Treasurer and Chief the discretion of the Pioneer; Treasurer of all of the Pioneer
Financial and Accounting Board. Funds since March 2008; Deputy Treasurer
Officer of the Fund of Pioneer from March 2004 to February
2008; and Assistant Treasurer of all of
the Pioneer Funds from March 2004 to
February 2008
------------------------------------------------------------------------------------------------------------------------------------
** 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.
54 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (48) Since 2004. Serves at Assistant Vice President - Fund Treasury of None
Assistant Treasurer the discretion of the Pioneer; and Assistant Treasurer of all of the
Board. Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (55) Since 2004. Serves at Fund Accounting Manager - Fund Treasury of None
Assistant Treasurer the discretion of the Pioneer; and Assistant Treasurer of all of the
Board. Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (33) Since 2009. Serves at Fund Administration Manager - Fund Treasury of None
Assistant Treasurer the discretion of the Pioneer since November 2008; Assistant Treasurer
Board. of all of the Pioneer Funds since January 2009;
and Client Service Manager - Institutional
Investor Services at State Street Bank from March
2003 to March 2007
------------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (61) Since 2010. Serves at Chief Compliance Officer of Pioneer and of all the None
Chief Compliance Officer the discretion of the Pioneer Funds since March 2010; Director of
Board. Adviser and Portfolio Compliance at Pioneer since
October 2005; and Senior Compliance Officer for
Columbia Management Advisers, Inc. from October
2003 to October 2005
------------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (42) Since 2006. Serves at Director--Transfer Agency Compliance of Pioneer None
Anti-Money Laundering the discretion of the and Anti-Money Laundering Officer of all the
Officer Board. Pioneer Funds since 2006
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 55
This page for your notes.
56 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
This page for your notes.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 57
This page for your notes.
58 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
This page for your notes.
Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13 59
This page for your notes.
60 Pioneer Select Mid Cap Growth Fund | Annual Report | 11/30/13
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 23474-04-0114
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 II:
Fees for audit services provided to the Fund, including
fees associated with the filings of its Form N-1A,
totaled approximately $32,209 in 2013 and
approximately $35,127 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 II:
Audit-Related Fees
There were no fees for audit-related or other services
provided to the Funds during the fiscal years ended
November 30, 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 II:
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 II:
Other Fees
There were no fees for audit-related or other services
provided to the Funds during the fiscal years ended
November 30, 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.
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(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered
into on or after May 6, 2003, the effective date of the
new SEC pre-approval rules, the Fund's audit
committee is required to pre-approve services to
affiliates defined by SEC rules to the extent that the
services are determined to have a direct impact on the
operations or financial reporting of the Fund. For the
years ended November 30, 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 approximately
$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 II
By (Signature and Title)* /s/ Daniel K. Kingsbury
Daniel K. Kingsbury, President
Date January 29, 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 January 29, 2014
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date January 29, 2014
* Print the name and title of each signing officer under his or her signature.