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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 811-07611
Pioneer Value Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, 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: September 30
Date of reporting period: October 1, 2003 through March 31, 2004
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 SHAREOWNERS.
PIONEER
-----------------------
VALUE
FUND
Semiannual
Report
3/31/04
[LOGO]
Table of Contents
- --------------------------------------------------------------------------------
Letter to Shareowners 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 7
Schedule of Investments 10
Financial Statements 17
Notes to Financial Statements 25
Trustees, Officers and Service Providers 32
The Pioneer Family of Mutual Funds 33
Programs and Services for Pioneer Shareowners 34
Retirement Plans from Pioneer 36
Pioneer Value Fund
- --------------------------------------------------------------------------------
LETTER TO SHAREOWNERS 3/31/04
- --------------------------------------------------------------------------------
Dear Shareowners,
- --------------------------------------------------------------------------------
Last year's stock market rally carried over into early 2004 but ran out of
steam as investors reassessed the dramatic rise in stock valuations. The
technology-rich NASDAQ Composite Index, having risen the fastest, was the first
to feel pressure; the Dow Jones Industrial Average and Standard & Poor's 500
soon gave up some gains as well. By the end of March, these major indicators
were little changed from year-end levels but well ahead of where they stood a
year ago.
In general terms, smaller companies outperformed large companies and emerging
markets outpaced developed countries, as both benefited from weakness in the
U.S. dollar. Corporate bonds, here and overseas, recorded strong gains. U.S.
Treasury issues also performed well, as the Federal Reserve Board signaled that
it was in no hurry to raise interest rates, given the mixed economic data it
was seeing.
Those mixed economic reports were also responsible for the stock market's
sluggishness. While corporate profits expanded at a healthy rate, unemployment
remained high and consumer confidence dropped sharply in February. Increased
productivity, a company's ability to produce more goods or services for each
hour worked, was a major factor in the disappointing pace of job creation.
However, jobs data improved markedly in March when the government reported U.S.
employers added over 300,000 jobs, the largest figure in years; at the same
time, January and February numbers were revised upward. Payroll expansion
reached into most sectors, while employment held steady in manufacturing after
a long period of declines. The markets reacted positively to the jobs report.
We believe that renewed hiring means companies are optimistic about the outlook
for profits in the months ahead. In fact, many businesses are building up
inventories in expectation of increased product demand.
The key drivers of the expansion, low interest rates and reduced federal income
taxes, remain in place. Consequently, we think the U.S. economy retains
impressive growth potential through the rest of this year. An expanding economy
could have implications for the way your portfolio is balanced, so an
appointment with your professional financial advisor may well be in order.
More growth choices from Pioneer
When you talk to your adviser, ask to hear about the Pioneer Oak Ridge and
Pioneer Papp Funds. These six additions to our product lineup are designed to
broaden your opportunities to pursue growth. Please consider each fund's
investment objectives, risks, charges and expenses carefully before investing.
The prospectus contains this and other information about each fund and should
be read carefully before you invest or send money. To obtain a prospectus and
for other information on any Pioneer fund, call 1-800-225-6292 or visit our
website at www.pioneerfunds.com.
Respectfully,
/s/ Osbert M. Hood
Osbert M. Hood
President Pioneer Investment Management, 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 the opinion of Fund management 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.
1
Pioneer Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY 3/31/04
- --------------------------------------------------------------------------------
Portfolio Diversification
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[the following information was represented as a pie chart in the printed
material]
U.S. Common Stocks 92.0%
Depositary Receipts
for International Stocks 4.7%
Temporary Cash
Investments 2.2%
International
Common Stocks 1.1%
[end pie chart]
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[the following information was represented as a pie chart in the printed
material]
Financials 30.7%
Energy 13.5%
Consumer
Discretionary 9.7%
Health Care 9.3%
Industrials 9.2%
Information
Technology 7.6%
Telecommunication
Services 7.1%
Materials 6.0%
Consumer
Staples 5.7%
Utilities 1.2%
[end pie chart]
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Citigroup, Inc. 5.22% 6. Berkshire Hathaway, Inc. 2.19%
2. Bank of America Corp. 3.80 7. ConocoPhillips 2.18
3. Freddie Mac 2.77 8. HCA, Inc. 2.06
4. Hewlett-Packard Co. 2.26 9. McDonald's Corp. 1.94
5. Time Warner, Inc. 2.24 10. Waste Management, Inc. 1.89
*This list excludes money market and derivative instruments. Portfolio holdings
will vary for other periods.
2
Pioneer Value Fund
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PERFORMANCE UPDATE 3/31/04 CLASS A SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 3/31/04 9/30/03
$18.72 $16.25
Net
Distributions per Share Investment Short-Term Long-Term
(10/1/03 - 3/31/04) Income Capital Gains Capital Gains
$0.0783 $ - $0.0404
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund at public offering price, compared to
that of the Russell 1000 Value Index.
- -----------------------------------------
Average Annual Total Returns
(As of March 31, 2004)
Net Asset Public Offering
Period Value Price*
10 Years 8.44% 7.80%
5 Years 4.80 3.56
1 Year 37.69 29.75
- -----------------------------------------
All returns reflect investment of distributions at net asset value.
* Reflects deduction of the maximum 5.75% sales charge at the beginning of the
period.
[the following information was represented as a line chart in the printed
material]
Pioneer Russell 1000
Value Fund* Value Index
---------- ------------
3/94 $9,425 $10,000
9/94 $10,095 $10,321
$12,105 $13,181
9/96 $13,580 $15,546
$19,820 $22,124
9/98 $15,069 $22,921
$16,857 $27,213
9/00 $19,604 $29,639
$17,864 $26,998
9/02 $14,867 $22,422
$18,277 $27,884
3/04 $21,198 $32,805
[end line chart]
The Russell 1000 Value Index is a measure of the performance of the
value-oriented stocks in the Russell 1000 Index. Index returns assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees,
expenses or sales charges. You cannot invest directly in any index.
Data shown represents past performance. Past performance does not guarantee
future results. Assumes reinvestment of all distributions at net asset value.
Investment return and principal value fluctuate, and shares, when redeemed, may
be worth more or less than their original cost. Current performance may be
lower or higher than the performance shown. For performance data that is
current to the most recent month-end, please call 1-800-225-6292 or visit our
web site www.pioneerfunds.com.
3
Pioneer Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/04 CLASS B SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 3/31/04 9/30/03
$17.77 $15.45
Net
Distributions per Share Investment Short-Term Long-Term
(10/1/03 - 3/31/04) Income Capital Gains Capital Gains
$ - $ - $0.0404
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund, compared to that of the Russell 1000
Value Index.
- -----------------------------------------
Average Annual Total Returns
(As of March 31, 2004)
If If
Period Held Redeemed*
Life-of-Class
(7/1/96) 4.97% 4.97%
5 Years 3.53 3.37
1 Year 35.78 31.78
- -----------------------------------------
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of the maximum applicable contingent deferred sales charge
(CDSC) at the end of the period. The maximum CDSC of 4% declines to zero over
six years.
[the following information was represented as a line chart in the printed
material]
Pioneer Russell 1000
Value Fund* Value Index
---------- ------------
7/96 $10,000 $10,000
9/96 $10,926 $10,695
$15,797 $15,220
9/98 $11,886 $15,769
$13,149 $18,721
9/00 $15,097 $20,391
$13,611 $18,573
9/02 $11,205 $15,425
$13,570 $19,181
3/04 $15,647 $22,567
[end line chart]
The Russell 1000 Value Index is a measure of the performance of the
value-oriented stocks in the Russell 1000 Index. Index returns assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees,
expenses or sales charges. You cannot invest directly in any index.
Data shown represents past performance. Past performance does not guarantee
future results. Assumes reinvestment of all distributions at net asset value.
Investment return and principal value fluctuate, and shares, when redeemed, may
be worth more or less than their original cost. Current performance may be
lower or higher than the performance shown. For performance data that is
current to the most recent month-end, please call 1-800-225-6292 or visit our
web site www.pioneerfunds.com.
4
Pioneer Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/04 CLASS C SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 3/31/04 9/30/03
$17.81 $15.49
Net
Distributions per Share Investment Short-Term Long-Term
(10/1/03 - 3/31/04) Income Capital Gains Capital Gains
$ - $ - $0.0404
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund at public offering price, compared to
that of the Russell 1000 Value Index.
- -----------------------------------------
Average Annual Total Returns
(As of March 31, 2004)
If If
Period Held Redeemed*
Life-of-Class
(7/1/96) 5.00% 5.00%
5 Years 3.57 3.57
1 Year 36.19 36.19
- -----------------------------------------
All returns reflect reinvestment of distributions at net asset value.
* The performance of Class C shares does not reflect the 1% front-end sales
charge in effect prior to February 1, 2004. If you paid a 1% sales charge,
your returns would be lower than those shown above. Class C shares held
for less than 1 year are subject to a 1% contingent deferred sales charge.
[the following information was represented as a line chart in the printed
material]
Pioneer Russell 1000
Value Fund* Value Index
---------- -----------
7/96 $10,000 $10,000
9/96 $10,921 $10,695
$15,781 $15,220
9/98 $11,904 $15,769
$13,166 $18,721
9/00 $15,119 $20,391
$13,610 $18,573
9/02 $11,190 $15,425
$13,607 $19,181
3/04 $15,685 $22,567
[end line chart]
The Russell 1000 Value Index is a measure of the performance of the
value-oriented stocks in the Russell 1000 Index. Index returns assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees,
expenses or sales charges. You cannot invest directly in any index.
Data shown represents past performance. Past performance does not guarantee
future results. Assumes reinvestment of all distributions at net asset value.
Investment return and principal value fluctuate, and shares, when redeemed, may
be worth more or less than their original cost. Current performance may be
lower or higher than the performance shown. For performance data that is
current to the most recent month-end, please call 1-800-225-6292 or visit our
web site www.pioneerfunds.com.
5
Pioneer Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/04 CLASS R SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 3/31/04 9/30/03
$18.70 $16.24
Net
Distributions per Share Investment Short-Term Long-Term
(10/1/03 - 3/31/04) Income Capital Gains Capital Gains
$0.0617 $ - $0.0404
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund at public offering price, compared to
that of the Russell 1000 Value Index.
- ----------------------------------
Average Annual Total Returns+
(As of March 31, 2004)
If If
Period Held Redeemed*
10 Years 7.93% 7.93%
5 Years 4.33 4.33
1 Year 37.41 37.41
- ----------------------------------
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of 1% CDSC. Shares sold within 18 months of purchase may
be subject to the CDSC.
[the following information was represented as a line chart in the printed
material]
Pioneer Russell 1000
Value Fund* Value Index
---------- -----------
3/94 $10,000 $10,000
9/94 $10,684 $10,321
$12,747 $13,181
9/96 $14,228 $15,546
$20,663 $22,124
9/98 $15,631 $22,921
$17,399 $27,213
9/00 $20,133 $29,639
$18,254 $26,998
9/02 $15,113 $22,422
$18,522 $27,884
3/04 $21,453 $32,805
[end line chart]
+ The performance of Class R shares for the period prior to the commencement of
operations of Class R shares on April 1, 2003 is based on the performance of
Class A shares, reduced to reflect the higher distribution and service fees of
Class R shares. For the period after April 1, 2003, the actual performance of
Class R shares is reflected, which performance may be influenced by the
smaller asset size of Class R shares compared to Class A shares.
The Russell 1000 Value Index is a measure of the performance of the
value-oriented stocks in the Russell 1000 Index. Index returns assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees,
expenses or sales charges. You cannot invest directly in any index.
Data shown represents past performance. Past performance does not guarantee
future results. Assumes reinvestment of all distributions at net asset value.
Investment return and principal value fluctuate, and shares, when redeemed, may
be worth more or less than their original cost. Current performance may be
lower or higher than the performance shown. For performance data that is
current to the most recent month-end, please call 1-800-225-6292 or visit our
web site www.pioneerfunds.com.
6
Pioneer Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 3/31/04
- --------------------------------------------------------------------------------
The stock market continued to rise through the final quarter of 2003 and into
this year, then took a modest breather late in this year's first quarter. The
period favored the Fund's value discipline, as value stocks in general
outperformed their growth counterparts. In the following discussion, portfolio
manager Rod Wright describes those events and the decisions that affected
Pioneer Value Fund's performance over the last six months.
Q: Please describe the investment background over the last six months.
A: As the economic recovery gathered strength, investors were encouraged by
the increase being reported in corporate profits. Fueling the recovery in
large measure were the lowest short-term interest rates in over 40 years
and broad federal income tax cuts that put added cash into the hands of
individuals and businesses. However, the markets stalled in March, as
unemployment remained stubbornly high despite the continued economic
expansion. Renewed geopolitical concerns and a dip in consumer confidence
added to market uncertainty. Consumers account for more than half of US
economic activity, and any pullback in their spending is taken as a
negative sign.
Q: How did Pioneer Value Fund perform against that background?
A: For the six months ended March 31, 2004, Pioneer Value Fund's Class A, B, C
and R shares had total returns at net asset value of 15.98%, 15.30%,
15.27% and 15.82%, respectively. In comparison, the Russell 1000 Value
Index, the Fund's benchmark, returned 17.65% for the same period. The
Fund's Lipper Large-Cap Value peers returned 15.94% for the six months
ended March 31, 2004.
Q: Which of your decisions or strategies had the most impact on performance?
A: Stock selection was generally favorable over this period, but sector
emphasis hurt results, accounting for the Fund's relative underperformance
versus the benchmark. In particular, we were underweight compared to our
benchmark in financial stocks, a decision based on our expectation that
interest rates would begin to rise and put pressure on the earnings of
financial companies.
7
Pioneer Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 3/31/04 (continued)
- --------------------------------------------------------------------------------
But rates stayed low, and financials were one of the market's
better-performing sectors over this period. A number of mergers within the
industry also pushed up prices. In addition, the stronger economy had a
positive impact on credit quality, favoring lending institutions.
Countrywide Financial, a mortgage lender, was the Fund's biggest gainer
among financial issues. Countrywide rose on news of surprisingly strong
earnings as mortgage rates remained low and home refinancings continued.
Citigroup, the Fund's largest holding, also rose during the period.
Q: What other decisions or strategies had an impact on performance?
A: Our overweight commitment to energy stocks aided results, as rising oil
prices boosted their profit outlook. Successful stock selection added to
the Fund's strong performance in this sector. Suncor Energy, which
extracts oil from oil-bearing sands by means of a costly process,
benefited when oil prices reached levels that allowed for profitable
operations. Transocean Inc., a leading offshore drilling company, also saw
increased activity as oil prices moved higher. Utilities companies
generally added to Fund results, but Dominion Resources underperformed.
Results benefited from good stock selection in the telecommunications
sector, an area in which we maintained a neutral weighting compared to the
benchmark. AT&T Wireless was a standout performer, rising sharply when
news broke of its pending acquisition by Cingular. In technology, Motorola
rose when operating results improved for the first time in three years.
Strategic steps by Motorola's new management, including sale of the
company's semiconductor unit, also benefited results.
Tyco International, a diversified industrial company, rose as disciplined
new management distanced the company from earlier problems, eliminated
some non-essential business units and strengthened the firm's balance
sheet by cutting outstanding debt. Another industrial company, Waste
Management, rose on the basis of a successful turnaround. Management cut
costs and upgraded systems while successfully integrating a number of
8
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
acquisitions. The growing economy also boosted results, as waste volumes
are tied to the level of business activity.
In healthcare, Wellpoint Health Networks, a leading managed-care company,
rose on the basis of earnings increases, increased market share and the
imposition of higher premiums. Wellpoint has also agreed to merge with
Anthem, another major health-benefits company. In a related area, our
overweight position in Merck hurt results; large pharmaceutical companies
were laggards over the period.
Q: Which of the Fund's other holdings held back results?
A: Shares of Freddie Mac (The Federal Home Loan Mortgage Corporation), an
issuer of mortgage-backed securities, declined. Shares weakened when
questions arose about its method of calculating earnings, raising the
possibility of more stringent regulation and greater government
involvement with its operations.
Among industrial issues, the rising price of oil pulled down the Fund's
transportation stocks. In addition, Southwest Airlines was hurt by an
unresolved contract dispute with flight attendants. Donaldson Co., which
manufactures filtration systems, declined following a disappointing
earnings report.
Q: What is your outlook for the economy and for value stocks?
A: We believe the economy will continue expanding in the months ahead.
However, some of the good economic news we anticipate may already be
reflected in stock prices. In addition, if the expansion begins to
generate inflationary forces in the economy, the Federal Reserve Board is
likely to raise interest rates, a move that would dampen investor
enthusiasm. Nevertheless, we are still finding good values, and with
corporate fundamentals strong and improving, we expect good returns on
equities for the balance of this year.
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 the opinion of Fund management 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.
9
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/04 (unaudited)
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 98.8%
Energy - 13.4%
Integrated Oil & Gas - 6.9%
775,000 BP Amoco Plc (A.D.R.)+ $ 39,680,000
600,000 ChevronTexaco Corp. 52,668,000
1,200,000 ConocoPhillips 83,772,000
1,100,000 Exxon Mobil Corp. 45,749,000
1,024,400 Occidental Petroleum Corp. 47,173,620
--------------
$ 269,042,620
--------------
Oil & Gas Drilling - 2.9%
1,550,000 ENSCO International, Inc. $ 43,663,500
550,000 Nabors Industries, Inc.* 25,162,500
1,525,000 Transocean Offshore, Inc.* 42,532,250
--------------
$ 111,358,250
--------------
Oil & Gas Exploration & Production - 3.6%
700,000 Anadarko Petroleum Corp. $ 36,302,000
800,000 Devon Energy Corp.+ 46,520,000
2,050,000 Suncor Energy, Inc. 56,067,500
--------------
$ 138,889,500
--------------
Total Energy $ 519,290,370
--------------
Materials - 6.0%
Aluminum - 0.5%
600,000 Alcoa, Inc. $ 20,814,000
--------------
Commodity Chemicals - 1.4%
600,000 Air Products & Chemicals, Inc. $ 30,072,000
550,000 E.I. du Pont de Nemours and Co. 23,221,000
--------------
$ 53,293,000
--------------
Diversified Chemical - 0.8%
500,000 PPG Industries, Inc. $ 29,150,000
--------------
Diversified Metals & Mining - 1.6%
944,100 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 36,904,869
300,000 Phelps Dodge Corp.* 24,498,000
--------------
$ 61,402,869
--------------
Metal & Glass Containers - 0.9%
500,000 Ball Corp. $ 33,890,000
--------------
10 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Paper Products - 0.8%
500,000 Weyerhaeuser Co. $ 32,750,000
--------------
Total Materials $ 231,299,869
--------------
Capital Goods - 4.5%
Aerospace & Defense - 1.1%
425,000 Northrop Grumman Corp. $ 41,828,500
--------------
Industrial Conglomerates - 3.4%
760,000 Donaldson Co., Inc. $ 20,162,800
2,400,000 Tyco International Ltd. 68,760,000
525,000 United Technologies Corp. 45,307,500
--------------
$ 134,230,300
--------------
Total Capital Goods $ 176,058,800
--------------
Commercial Services & Supplies - 1.9%
Environmental Services - 1.9%
2,400,000 Waste Management, Inc. $ 72,432,000
--------------
Total Commercial Services & Supplies $ 72,432,000
--------------
Transportation - 2.7%
Airlines - 0.7%
2,050,000 Southwest Airlines Co. $ 29,130,500
--------------
Railroads - 1.1%
750,000 Canadian National Railway Co. $ 29,497,500
200,000 Union Pacific Corp. 11,964,000
--------------
$ 41,461,500
--------------
Trucking - 0.9%
500,000 United Parcel Service $ 34,920,000
--------------
Total Transportation $ 105,512,000
--------------
Hotels, Restaurants & Leisure - 1.9%
Restaurants - 1.9%
2,600,000 McDonald's Corp. $ 74,282,000
--------------
Total Hotels, Restaurants & Leisure $ 74,282,000
--------------
Media - 7.0%
Broadcasting & Cable TV - 2.3%
850,000 Clear Channel Communications, Inc. $ 35,997,500
1,096,400 Comcast Corp.* 31,510,536
700,000 Cox Communications, Inc.*+ 22,120,000
--------------
$ 89,628,036
--------------
The accompanying notes are an integral part of these financial statements. 11
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Movies & Entertainment - 3.7%
5,100,000 Time Warner, Inc.* $ 85,986,000
1,400,000 Viacom, Inc. (Class B) 54,894,000
--------------
$ 140,880,000
--------------
Publishing - 1.0%
450,000 Gannett Co. $ 39,663,000
--------------
Total Media $ 270,171,036
--------------
Retailing - 0.7%
Department Stores - 0.7%
800,000 J.C. Penney Co., Inc.+ $ 27,824,000
--------------
Total Retailing $ 27,824,000
--------------
Food & Drug Retailing - 1.9%
Food Retail - 1.9%
1,000,000 Kraft Foods Inc. $ 32,010,000
1,350,000 Kroger Co.* 22,464,000
75,000 Nestle SA (Registered Shares) 19,109,411
--------------
$ 73,583,411
--------------
Total Food & Drug Retailing $ 73,583,411
--------------
Food, Beverage & Tobacco - 2.8%
Packaged Foods & Meats - 1.1%
2,000,000 Sara Lee Corp. $ 43,720,000
--------------
Soft Drinks - 1.7%
1,200,000 PepsiCo, Inc. $ 64,620,000
--------------
Total Food, Beverage & Tobacco $ 108,340,000
--------------
Household & Personal Products - 1.0%
Personal Products - 1.0%
600,000 Kimberly-Clark Corp. $ 37,860,000
--------------
Total Household & Personal Products $ 37,860,000
--------------
Health Care Equipment & Services - 5.0%
Health Care Distributors - 1.0%
800,000 Johnson & Johnson $ 40,576,000
--------------
Health Care Facilities - 2.6%
1,946,100 HCA, Inc. $ 79,050,582
1,950,000 Tenet Healthcare Corp.* 21,762,000
--------------
$ 100,812,582
--------------
12 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Managed Health Care - 1.4%
475,000 Wellpoint Health Networks, Inc.* $ 54,017,000
--------------
Total Health Care Equipment & Services $ 195,405,582
--------------
Pharmaceuticals & Biotechnology - 4.1%
Pharmaceuticals - 4.1%
1,500,000 Merck & Co., Inc. $ 66,285,000
1,850,000 Pfizer, Inc. 64,842,500
1,800,000 Schering-Plough Corp. 29,196,000
--------------
$ 160,323,500
--------------
Total Pharmaceuticals & Biotechnology $ 160,323,500
--------------
Banks - 12.6%
Diversified Banks - 7.3%
1,800,000 Bank of America Corp. $ 145,764,000
900,000 Charter One Financial, Inc. 31,824,000
750,000 Fleet Boston Financial Corp. 33,675,000
1,600,000 U.S. Bancorp 44,240,000
500,000 Wells Fargo & Co. 28,335,000
--------------
$ 283,838,000
--------------
Regional Banks - 0.5%
450,000 North Fork Bancorporation,Inc. $ 19,044,000
--------------
Thrifts & Mortgage Finance - 4.8%
633,333 Countrywide Financial Corp. $ 60,736,635
1,800,000 Freddie Mac 106,308,000
450,000 Washington Mutual, Inc. 19,219,500
--------------
$ 186,264,135
--------------
Total Banks $ 489,146,135
--------------
Diversified Financials - 10.8%
Asset Management & Custody Banks - 1.4%
1,800,000 The Bank of New York Co., Inc. $ 56,700,000
--------------
Consumer Finance - 0.5%
400,000 American Express Co. $ 20,740,000
--------------
Investment Banking & Brokerage - 3.7%
450,000 Goldman Sachs Group, Inc. $ 46,957,500
600,000 Lehman Brothers Holdings, Inc. 49,722,000
800,000 Merrill Lynch & Co., Inc. 47,648,000
--------------
$ 144,327,500
--------------
The accompanying notes are an integral part of these financial statements. 13
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Diversified Financial Services - 5.2%
3,873,800 Citigroup, Inc. $ 200,275,460
--------------
Total Diversified Financials $ 422,042,960
--------------
Insurance - 6.9%
Insurance Brokers - 1.1%
875,000 Marsh & McLennan Co., Inc. $ 40,512,500
--------------
Multi-Line Insurance - 3.6%
800,000 American International Group, Inc. $ 57,080,000
900 Berkshire Hathaway, Inc.* 83,970,000
--------------
$ 141,050,000
--------------
Property & Casualty Insurance - 2.2%
750,000 Allstate Corp. $ 34,095,000
400,000 Ambac Financial Group, Inc. 29,512,000
300,000 Chubb Corp. 20,862,000
--------------
$ 84,469,000
--------------
Total Insurance $ 266,031,500
--------------
Software & Services - 2.8%
Data Processing & Outsourced Services - 2.8%
1,000,000 Automatic Data Processing, Inc. $ 42,000,000
1,600,000 First Data Corp. 67,456,000
--------------
$ 109,456,000
--------------
Total Software & Services $ 109,456,000
--------------
Technology Hardware & Equipment - 4.6%
Communications Equipment - 0.8%
1,900,000 Motorola, Inc. $ 33,440,000
--------------
Computer Hardware - 2.6%
3,800,000 Hewlett-Packard Co. $ 86,792,000
150,000 IBM Corp. 13,776,000
--------------
$ 100,568,000
--------------
Electronic Equipment & Instruments - 1.2%
1,600,000 Koninklijke Philips Electronics $ 46,368,000
--------------
Total Technology Hardware & Equipment $ 180,376,000
--------------
14 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Telecommunication Services - 7.0%
Integrated Telecommunication Services - 4.7%
1,150,000 Alltel Corp. $ 57,373,500
1,700,000 AT&T Corp. 33,269,000
2,500,000 BellSouth Corp. 69,225,000
600,000 Verizon Communications, Inc. 21,924,000
--------------
$ 181,791,500
--------------
Wireless Telecommunication Services - 2.3%
3,800,000 AT&T Wireless Services, Inc.* $ 51,718,000
10,000,000 Vodafone Group Plc 23,740,554
550,000 Vodafone Group Plc (A.D.R.) 13,145,000
--------------
$ 88,603,554
--------------
Total Telecommunication Services $ 270,395,054
--------------
Utilities - 1.2%
Electric Utilities - 1.2%
700,000 Dominion Resources, Inc. $ 45,010,000
--------------
Total Utilities $ 45,010,000
--------------
TOTAL COMMON STOCKS
(Cost $3,011,784,693) $3,834,840,217
--------------
The accompanying notes are an integral part of these financial statements. 15
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
Principal
Amount Value
TEMPORARY CASH INVESTMENTS - 2.2%
Repurchase Agreement - 0.3%
$12,400,000 UBS, Inc., 0.97%, dated 3/31/04, repurchase
price of $12,400,000 plus accrued interest on
4/1/04 collateralized by $11,644,000 U.S.
Treasury Bond, 6.75%, 5/15/05 $ 12,400,000
--------------
Security Lending Collateral - 1.9%
72,915,200 Securities Lending Investment Fund, 1.0% $ 72,915,200
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $85,315,200) $ 85,315,200
--------------
TOTAL INVESTMENT IN SECURITIES - 101.0%
(Cost $3,097,099,893) (a) $3,920,155,417
--------------
OTHER ASSETS AND LIABILITIES - (1.0)% $ (38,436,303)
--------------
TOTAL NET ASSETS - 100.0% $3,881,719,114
--------------
* Non-income producing securities.
A.D.R. American Depository Receipts
(a) At March 31, 2004, the net unrealized gain on investments
based on cost for federal income tax purposes of
$3,097,099,893 was as follows:
Aggregate gross unrealized gain for all investments in
which there is an excess of value over tax cost $ 860,371,846
Aggregate gross unrealized loss for all investments in
which there is an excess of tax cost over value (37,316,322)
-------------
Net unrealized gain $ 823,055,524
-------------
+ At March 31, 2004, the following securities were on loan:
Shares Security Market Value
250,000 BP Amoco Plc (A.D.R.) $12,800,000
515,400 Cox Communications, Inc. $16,286,640
334,200 Devon Energy Corp. $19,433,730
637,200 J.C. Penney Co., Inc. $22,161,816
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended March 31, 2004 aggregated $646,280,974 and $756,346,353,
respectively.
16 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 3/31/04 (unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities (including securities loaned of
$70,682,186) (cost $3,097,099,893) $3,920,155,417
Receivables -
Investment securities sold 78,641,994
Fund shares sold 2,936,445
Dividends, interest and foreign taxes withheld 5,560,821
Other 123,476
--------------
Total assets $4,007,418,153
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 45,634,860
Fund shares repurchased 2,195,398
Upon return of securities loaned 72,915,200
Due to Bank 394,621
Due to affiliates 4,212,615
Accrued expenses 346,345
--------------
Total liabilities $ 125,699,039
--------------
NET ASSETS:
Paid-in capital $2,920,037,172
Accumulated net investment income 12,544,139
Accumulated net realized gain on investments and foreign
currency transactions 126,061,483
Net unrealized gain on investments 823,055,524
Net unrealized gain on assets and liabilities denominated
in foreign currencies 20,796
--------------
Total net assets $3,881,719,114
--------------
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $3,843,212,038/205,299,646 shares) $ 18.72
--------------
Class B (based on $29,553,164/1,662,814 shares) $ 17.77
--------------
Class C (based on $8,946,334/502,240 shares) $ 17.81
--------------
Class R (based on $7,578/405 shares) $ 18.70
--------------
MAXIMUM OFFERING PRICE:
Class A ($18.72 [divided by] 94.25%) $ 19.86
--------------
Class C ($17.81 [divided by] 99.00%) $ 17.99
--------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/04
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $184,754) $ 32,934,315
Interest 299,548
Income from securities loaned, net 49,872
------------
Total investment income $ 33,283,735
------------
EXPENSES:
Management fees
Basic fee $ 11,352,475
Performance adjustment 446,365
Transfer agent fees
Class A 3,594,800
Class B 73,403
Class C 24,854
Class R 3
Distribution fees
Class A 4,309,892
Class B 131,280
Class C 39,648
Class R 6
Administrative fees 359,800
Custodian fees 87,441
Registration fees 47,843
Fees and expenses of nonaffiliated trustees 28,160
Miscellaneous 30,981
------------
Total expenses $ 20,526,951
------------
Less fees paid indirectly (17,279)
Less other credits - Professional Fees (26,829)
Less other credits - Printing Fees (278,555)
------------
Net expenses $ 20,204,288
------------
Net investment income $ 13,079,447
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) from:
Investments $147,020,054
Other assets and liabilities denominated in foreign
currencies (29,486) $146,990,568
------------ ------------
Change in net unrealized gain from:
Investments $386,783,801
Other assets and liabilities denominated in foreign
currencies 155,955 $386,939,756
------------ ------------
Net gain on investments and foreign currency transactions $533,930,324
------------
Net increase in net assets resulting from operations $547,009,771
------------
The accompanying notes are an integral part of these financial statements. 18
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/04 and the Year Ended 9/30/03
Six Months
Ended
3/31/04 Year Ended
(unaudited) 9/30/03
FROM OPERATIONS:
Net investment income $ 13,079,447 $ 27,571,486
Net realized gain (loss) on investments and foreign
currency transactions 146,990,568 (6,014,714)
Change in net unrealized gain on investments and
foreign currency transactions 386,939,756 648,601,696
-------------- --------------
Net increase in net assets resulting from operations $ 547,009,771 $ 670,158,468
-------------- --------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.08 and $0.24 per share, respectively) $ (16,357,154) $ (51,967,828)
Class B ($0.00 and $0.10 per share, respectively) - (151,062)
Class C ($0.00 and $0.10 per share, respectively) - (42,012)
Class R ($0.06 and $0.06 per share, respectively) (2) (2)
Net realized gain:
Class A ($0.04 and $2.11 per share, respectively) $ (8,442,480) $ (412,167,757)
Class B ($0.04 and $2.11 per share, respectively) (57,538) (3,027,905)
Class C ($0.04 and $2.11 per share, respectively) (17,230) (1,069,111)
Class R ($0.04 and $0.00 per share, respectively) (1) -
---------------- ---------------
Total distributions to shareowners $ (24,874,405) (468,425,677)
--------------- ---------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 82,099,428 $ 168,214,756
Reinvestment of distributions 22,728,748 437,945,687
Cost of shares repurchased (198,221,654) (393,771,669)
--------------- ---------------
Net increase (decrease) in net assets resulting from
fund share transactions (93,393,478) 212,388,774
--------------- ---------------
Net increase in net assets $ 428,741,888 $ 414,121,565
NET ASSETS:
Beginning of period 3,452,977,226 3,038,855,661
--------------- ---------------
End of period (including accumulated net investment
income of $12,544,139 and $15,821,848,
respectively) $3,881,719,114 $3,452,977,226
--------------- ---------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/04 and the Year Ended 9/30/03
'04 Shares '04 Amount '03 Shares '03 Amount
(unaudited) (unaudited)
CLASS A
Shares sold 3,991,789 $ 72,048,479 9,607,170 $ 146,560,494
Reinvestment of distributions 1,300,056 22,661,434 28,545,217 434,044,832
Less shares repurchased (10,757,233) (194,231,949) (24,720,333) (373,704,092)
----------- ------------- ----------- --------------
Net increase (decrease) (5,465,388) $ (99,522,036) 13,432,054 $ 206,901,234
----------- ------------- ----------- --------------
CLASS B
Shares sold 426,661 $ 7,378,311 868,028 $ 12,968,947
Reinvestment of distributions 3,251 52,391 201,911 2,933,220
Less shares repurchased (169,397) (2,906,764) (889,846) (12,610,377)
----------- ------------- ----------- --------------
Net increase 260,515 $ 4,523,938 180,093 $ 3,291,790
----------- ------------- ----------- --------------
CLASS C
Shares sold 154,273 $ 2,665,608 574,508 $ 8,684,815
Reinvestment of distributions 924 14,923 66,620 967,635
Less shares repurchased (62,855) (1,082,939) (520,937) (7,457,200)
----------- ------------- ----------- --------------
Net increase 92,342 $ 1,597,592 120,191 $ 2,195,250
----------- ------------- ----------- --------------
CLASS R (a)
Shares sold 369 $ 7,030 $ 36 $ 500
Reinvestment of distributions - - - -
Less shares repurchased - (2) - -
----------- ---------------- ------------- --------------
Net increase 369 $ 7,028 $ 36 $ 500
----------- --------------- ------------- --------------
(a) Class R shares were first publicly offered April 1, 2003.
The accompanying notes are an integral part of these financial statements. 20
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/04 Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS A (unaudited) 9/30/03 9/30/02 9/30/01 9/30/00 9/30/99
Net asset value, beginning of period $ 16.25 $ 15.29 $ 19.12 $ 22.67 $ 20.16 $ 18.32
--------- ---------- --------- --------- ---------- ----------
Increase (decrease) from investment
operations:
Net investment income $ 0.07 $ 0.11 $ 0.15 $ 0.17 $ 0.20 $ 0.21
Net realized and unrealized gain (loss)
on investments and foreign currency
transactions 2.52 3.20 (3.17) (2.05) 3.02 1.97
--------- ---------- --------- --------- ---------- ----------
Net increase (decrease) from
investment operations $ 2.59 $ 3.31 $ (3.02) $ (1.88) $ 3.22 $ 2.18
Distributions to shareowners:
Net investment income (0.08) (0.24) (0.09) (0.14) (0.20) (0.19)
Net realized gain (0.04) (2.11) (0.72) (1.53) (0.51) (0.15)
--------- ---------- --------- --------- ---------- ----------
Net increase (decrease) in net asset value $ 2.47 $ 0.96 $ (3.83) $ (3.55) $ 2.51 $ 1.84
--------- ---------- --------- --------- ---------- ----------
Net asset value, end of period $ 18.72 $ 16.25 $ 15.29 $ 19.12 $ 22.67 $ 20.16
--------- ---------- --------- --------- ---------- ----------
Total return* 15.98% 22.94% (16.78)% (8.88)% 16.29% 11.86%
Ratio of net expenses to average net assets+ 1.06%** 1.19% 1.16% 1.01% 0.96% 0.96%
Ratio of net investment income to average
net assets+ 0.70%** 0.85% 0.74% 0.76% 0.81% 0.93%
Portfolio turnover rate 35%** 40% 61% 3% 3% 12%
Net assets, end of period (in thousands) $3,843,212 $3,424,962 $3,016,623 $3,885,560 $4,614,739 $5,125,858
Ratios assuming reduction for fees paid
indirectly:
Net expenses 1.06%** 1.19% 1.16% 0.99% 0.94% 0.95%
Net investment income 0.70%** 0.85% 0.74% 0.78% 0.83% 0.94%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios assuming no reduction for fees paid indirectly.
** Annualized.
The accompanying notes are an integral part of these financial statements.
21
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/04 Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS B (unaudited) 9/30/03 9/30/02 9/30/01 9/30/00 9/30/99
Net asset value, beginning of period $ 15.45 $ 14.71 $ 18.53 $ 22.11 $ 19.74 $ 17.98
--------- ------- --------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.05) $ (0.13) $ (0.08) $ 0.01 $ (0.14) $ (0.04)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 2.41 3.08 (3.02) (2.06) 3.02 1.95
--------- ------- --------- ------- ------- -------
Net increase (decrease) from investment
operations $ 2.36 $ 2.95 $ (3.10) $ (2.05) $ 2.88 $ 1.91
Distributions to shareowners:
Net investment income - (0.10) - - - -
Net realized gain (0.04) (2.11) (0.72) (1.53) (0.51) (0.15)
--------- ------- --------- ------- ------- -------
Net increase (decrease) in net asset value $ 2.32 $ 0.74 $ (3.82) $ (3.58) $ 2.37 $ 1.76
--------- ------- --------- ------- ------- -------
Net asset value, end of period $ 17.77 $ 15.45 $ 14.71 $ 18.53 $ 22.11 $ 19.74
--------- ------- --------- ------- ------- -------
Total return* 15.30% 21.11% (17.68)% (9.84)% 14.81% 10.62%
Ratio of net expenses to average net assets+ 2.19%** 2.69% 2.28% 2.07% 2.23% 2.06%
Ratio of net investment loss to average
net assets+ (0.43)%** (0.66)% (0.38)% (0.30)% (0.48)% (0.18)%
Portfolio turnover rate 35%** 40% 61% 3% 3% 12%
Net assets, end of period (in thousands) $ 29,553 $21,666 $ 17,976 $22,372 $20,632 $21,972
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.19%** 2.68% 2.29% 2.05% 2.21% 2.04%
Net investment loss (0.43)%** (0.65)% (0.39)% (0.28)% (0.46)% (0.16)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios assuming no reduction for fees paid indirectly.
** Annualized.
The accompanying notes are an integral part of these financial statements.
22
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/04 Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS C (unaudited) 9/30/03 9/30/02 9/31/01 9/30/00 9/30/99
Net asset value, beginning of period $ 15.49 $ 14.69 $ 18.53 $ 22.16 $ 19.78 $ 18.02
--------- ------- --------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.05) $ (0.12) $ (0.10) $ 0.04 $ (0.15) $ (0.04)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 2.41 3.13 (3.02) (2.12) 3.04 1.95
--------- ------- --------- ------- ------- -------
Net increase (decrease) from
investment operations $ 2.36 $ 3.01 $ (3.12) $ (2.08) $ 2.89 $ 1.91
Distributions to shareowners:
Net investment income - (0.10) - (0.02) - -
Net realized gain (0.04) (2.11) (0.72) (1.53) (0.51) (0.15)
--------- ------- --------- ------- ------- -------
Net increase (decrease) in net asset value $ 2.32 $ 0.80 $ (3.84) $ (3.63) $ 2.38 $ 1.76
--------- ------- --------- ------- ------- -------
Net asset value, end of period $ 17.81 $ 15.49 $ 14.69 $ 18.53 $ 22.16 $ 19.78
--------- ------- --------- ------- ------- -------
Total return* 15.27% 21.61% (17.79)% (9.98)% 14.83% 10.60%
Ratio of net expenses to average net assets+ 2.26%** 2.48% 2.32% 2.15% 2.19% 2.08%
Ratio of net investment loss to average
net assets+ (0.49)%** (0.44)% (0.42)% (0.39)% (0.43)% (0.22)%
Portfolio turnover rate 35%** 40% 61% 3% 3% 12%
Net assets, end of period (in thousands) $ 8,946 $ 6,349 $ 4,256 $ 4,431 $ 3,588 $ 4,039
Ratios assuming reduction for fees paid
indirectly:
Net expenses 2.26%** 2.47% 2.32% 2.11% 2.16% 2.06%
Net investment loss (0.49)%** (0.43)% (0.42)% (0.35)% (0.40)% (0.20)
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of 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.
+ Ratio assuming no reduction for fees paid indirectly.
** Annualized.
The accompanying notes are an integral part of these financial statements.
23
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended 4/1/03
3/31/04 to
(unaudited) 9/30/03
CLASS R (a)
Net asset value, beginning of period $ 16.24 $ 13.91
------- -------
Increase from investment operations:
Net investment income $ 0.01 $ 0.05
Net realized and unrealized gain on investments and
foreign currency transactions 2.55 2.34
------- -------
Net increase from investment operations $ 2.56 $ 2.39
Distributions to shareowners:
Net investment income (0.06) (0.06)
Net realized gain (0.04) -
------- -------
Net increase in net asset value $ 2.46 $ 2.33
------- -------
Net asset value, end of period $ 18.70 $ 16.24
------- -------
Total return* 15.81% 17.19%
Ratio of net expenses to average net assets+ 1.39%** 1.42%**
Ratio of net investment income to average net assets+ 0.62%** 0.71%**
Portfolio turnover rate 35%** 40%**
Net assets, end of period (in thousands) $ 8 $ 1
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.39%** 1.42%**
Net investment income 0.62%** 0.71%**
(a) Class R shares were first publicly offered on April 1, 2003.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of 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.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
24
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/04 (unaudited)
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Value Fund (the Fund), formerly Pioneer II, is a Delaware statutory
trust registered under the Investment Company Act of 1940 as a diversified,
open-end management investment company. The investment objective of the Fund is
reasonable income and growth of capital.
The Fund offers four classes of shares - Class A, Class B, Class C and Class R
shares. Class R shares were first publicly offered April 1, 2003. Each class of
shares represents an interest in the same portfolio of investments of the Fund
and have equal rights to voting, redemptions, dividends and liquidation, except
that each class of shares can bear different transfer agent and distribution
fees and have exclusive voting rights with respect to the distribution plans
that have been adopted by Class A, Class B, Class C, and Class R shareowners,
respectively.
The Fund's financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America that
require the management of the Fund to, among other things, make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The
following is a summary of significant accounting policies consistently followed
by the Fund, which are in conformity with those generally accepted in the
investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value
is computed once daily, on each day the New York Stock Exchange is open,
as of the close of regular trading on the Exchange. In computing the net
asset value, securities 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 generally
reported, are valued at the mean between the last bid and asked prices.
Securities for which market quotations are not readily available are
valued at their fair values as determined by, or under the direction of,
the Board of Trustees. At March 31, 2004 there were no securities fair
25
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
valued. Trading in foreign securities is substantially completed each day
at various times prior to the close of the New York Stock Exchange. The
values of such securities used in computing the net asset value of the
Fund's shares are determined as of such times. 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. Temporary cash investments
are valued at amortized cost.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions represent,
among other things, the net realized gains and losses on foreign currency
contracts, disposition of foreign currencies and the difference between
the amount of income accrued and the U.S. dollars actually received.
Further, the effects of changes in foreign currency exchange rates on
investments are not segregated in the statement of operations from the
effects of changes in market price of those securities but are included
with the net realized and unrealized gain or loss on investments.
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income and net realized capital gains, if
any, to its shareowners. Therefore, no federal income tax provision is
required.
The amount and characterization of distributions to shareowners for
financial reporting purposes is determined in accordance with
26
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
federal income tax rules. Therefore, the source of the Fund's
distributions may be shown in the accompanying financial statements as
either from or in excess of net investment income or net realized gain on
investment transactions, or from paid-in capital, depending on the type of
book/tax differences that may exist.
The tax character of distributions paid during the years ended September
30, 2003 and 2002 were as follows:
- --------------------------------------------------------
2003 2002
- --------------------------------------------------------
Distributions paid from:
Ordinary income $ 52,160,904 $ 18,735,093
Long-term capital gain 416,264,773 146,673,994
Return of capital - -
------------ -------------
Total $468,425,677 $ 165,409,087
- --------------------------------------------------------
The following shows components of distributable earnings on a
federal income tax basis at September 30, 2003.
- --------------------------------------------------------
2003
- --------------------------------------------------------
Undistributed ordinary income $ 15,821,848
Undistributed long-term gain 8,515,098
Unrealized appreciation (depreciation) 415,209,630
------------
Total $439,546,576
- --------------------------------------------------------
The difference between book basis and tax-basis unrealized appre
ciation is attributable to the tax deferral of losses on wash sales.
For the year ended September 30, 2003, the Fund has reclassified
$3,620,007 to increase accumulated undistributed net investment income and
$3,620,007 to decrease accumulated undistributed net realized loss on
investments, to reflect permanent book/tax differences. The
reclassifications had no impact on the net asset value of the Fund and
present the Fund's capital accounts on a tax basis.
D. Forward Foreign Currency Contracts
The Fund enters into forward foreign currency contracts (contracts) for
the purchase or sale of a specific foreign currency at a fixed
27
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
price on a future date as a hedge or cross-hedge against either specific
investment transactions (settlement hedges) or portfolio positions
(portfolio hedges). All contracts are marked to market daily at the
applicable exchange rates, and any resulting unrealized gains or losses
are recorded in the Fund's financial statements. The Fund records realized
gains and losses at the time a portfolio hedge is offset by entry into a
closing transaction or extinguished by delivery of the currency. Risks may
arise upon entering into these contracts from the potential inability of
counterparties to meet the terms of the contract and from unanticipated
movements in the value of foreign currencies relative to the U.S. dollar.
As of March 31, 2004, the Fund had no outstanding settlement or portfolio
hedges.
E. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredito Italiano S.p.A.
(UniCredito Italiano) earned approximately $112,456 in underwriting
commissions on the sale of Fund shares during the six months ending March
31, 2004.
F. Class Allocations
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. Shareowners of each class share all expenses and fees
paid to the transfer agent, Pioneer Investment Management Shareholder
Services, Inc. (PIMSS), for its services, which are allocated based on the
number of accounts in each class and the ratable allocation of related
out-of-pocket expenses (see Note 3). 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 their respective
percentage of adjusted net assets at the beginning of the day.
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, at the same time, and in the same amount,
except that Class A, Class B, Class C, and Class R shares can bear
different transfer agent and distribution fees.
28
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
G. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value
of the underlying securities (collateral), including accrued interest
received from counterparties, is required to be at least equal to or in
excess of the value of the repurchase agreement at the time of purchase.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian, or subcustodians. The
Fund's investment adviser, Pioneer Investment Management, Inc. (PIM), is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
H. Security Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors, with the Fund's custodian acting as the
lending agent. When entering into a loan, the Fund receives collateral,
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Fund also continues to receive interest or
dividends on the securities loaned. Gain or loss in the fair value of the
loaned securities that may occur during the term of the loan will be for
the account of the Fund. The loans are secured by collateral of at least
102%, at all times, of the fair value of the securities loaned. The amount
of the collateral will be adjusted daily to reflect any price fluctuation
in the value of the loaned securities. The Fund has the right under the
lending agreements to recover the securities from the borrower on demand.
The Fund invests cash collateral in the Securities Lending Investment
Fund, which is managed by Brown Brothers Harriman & Co., the Fund's
custodian.
2. Management Agreement
PIM manages the Fund's portfolio and is a wholly owned indirect subsidiary of
UniCredito Italiano. PIM receives a basic fee that is calculated at the annual
rate of 0.60% of the Fund's average daily net assets. The basic fee is subject
to a performance adjustment up to a maximum of +/-0.10% based on the Fund's
investment performance as compared with the Russell 1000 Value Index. The
performance comparison is made for a rolling 36-month period. For the six
months ended March 31, 2004, the aggregate performance adjustment resulted in
an increase to the basic fee of $446,365. For the six
29
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
months ended March 31, 2004, the net management fee was equivalent to 0.62% of
average 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. At March 31, 2004, $2,088,867 was payable to
PIM related to management fees, administrative and certain other services and
is included in due to affiliates.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in due to affiliates is $1,263,195 in transfer agent
fees payable to PIMSS at March 31, 2004.
4. Distribution and Service Plans
The Fund adopted a Plan of Distribution for each class of shares (Class A Plan,
Class B Plan, Class C Plan, Class R Plan) in accordance with Rule 12b-1 of the
Investment Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD
a service fee of up to 0.25% of the Fund's average daily net assets in
reimbursement of its actual expenditures to finance activities primarily
intended to result in the sale of Class A shares. On qualifying investments
made prior to August 19, 1991, the Class A Plan provides for reimbursement of
such expenditures in an amount not to exceed 0.15%. Pursuant to the Class B
Plan and the Class C Plan, the Fund pays PFD 1.00% of the average daily net
assets attributable to each class of shares. The fee consists of a 0.25%
service fee and a 0.75% distribution fee paid as compensation for personal
services and/or account maintenance services or distribution services with
regard to Class B and Class C shares. Pursuant to the Class R Plan, the Fund
pays PFD 0.50% of the average daily net assets attributable to Class R shares
for distribution services. Included in due to affiliates is $860,553 in
distribution fees payable to PFD at March 31, 2004. The Fund also has adopted a
separate service plan for Class R shares (Service Plan). The Service Plan
authorizes the Fund to pay securities dealers, plan administrators or other
service organizations that agree to provide certain services to retirement
plans or plan participants holding shares of the Fund a service fee of up to
0.25% of the Fund's average daily net assets attributable to Class R shares
held by such plans.
30
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
In addition, redemptions of each class of 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 one year of
purchase. Class B shares that are redeemed within six years of purchase are
subject to a CDSC at declining rates beginning at 4.00%, based on the lower of
cost or market value of shares being redeemed. Redemptions of Class C shares
within one year of purchase are subject to a CDSC of 1.00%. Redemptions of
Class R shares within 18 months of purchase may be subject to a CDSC of 1.00%.
Proceeds from the CDSCs are paid to PFD. For the six months ended March 31,
2004, CDSCs in the amount of $17,158 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS
resulting in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the six months ending March 31, 2004, the Fund's
expenses were reduced by $17,279 under such arrangements.
6. Line Of Credit Facility
The Fund, along with certain others in the Pioneer Family of Funds (the Funds),
collectively participate in a $50 million 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 $50 million or the limits set
by its prospectus for borrowings. Interest on collective borrowings is payable
at the Federal Funds Rate plus 1/2% on an annualized basis. The Funds pay an
annual commitment fee for this facility. The commitment fee is allocated among
such Funds based on their respective borrowing limits. For the six months ended
March 31, 2004, the Fund had no borrowings under this agreement.
31
Pioneer Value Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
Mary K. Bush Osbert M. Hood, Executive
Richard H. Egdahl, M.D. Vice President
Margaret B.W. Graham Vincent Nave, Treasurer
Osbert M. Hood Dorothy E. Bourassa, Secretary
Marguerite A. Piret
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). This
information is also available on our website at www.pioneerfunds.com and on the
Securities and Exchange Commission's web site at http://www.sec.gov.
32
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THE PIONEER FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
For information about any Pioneer mutual fund, please contact your investment
professional, or call Pioneer at 1-800-225-6292. Ask for a free fund
information kit, which includes a fund prospectus. Please read the prospectus
carefully before you invest.
U.S. Equity International/Global Equity
Pioneer Fund Pioneer Emerging Markets Fund
Pioneer Balanced Fund Pioneer Europe Select Fund
Pioneer Equity Income Fund Pioneer Europe Fund
Pioneer Growth Shares Pioneer International Equity Fund
Pioneer Mid Cap Growth Fund Pioneer International Value Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge Large Cap
Growth Fund Fixed Income
Pioneer Oak Ridge Small Cap Pioneer America Income Trust
Growth Fund Pioneer Bond Fund
Pioneer Papp America-Pacific Pioneer Global High Yield Fund
Rim Fund Pioneer High Yield Fund
Pioneer Papp Small and Mid Cap Pioneer Strategic Income Fund
Growth Fund Pioneer Tax Free Income Fund
Pioneer Papp Stock Fund
Pioneer Papp Strategic
Growth Fund Money Market
Pioneer Real Estate Shares Pioneer Cash Reserves Fund**
Pioneer Research Fund*
Pioneer Small Cap Value Fund
Pioneer Small Company Fund
Pioneer Value Fund
* Name change effective December 11, 2003.
** An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Fund seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Fund. We are pleased to
offer a variety of convenient ways for you to contact us for assistance or
information.
33
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PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
- --------------------------------------------------------------------------------
Your investment professional can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-8O0-225-6292.
FactFone(SM)
Our automated account information service, available to you 24 hours a day,
seven days a week. FactFone gives you a quick and easy way to check fund share
prices, yields, dividends and distributions, as well as information about your
own account. Simply call 1-800-225-4321. For specific account information, have
your 10-digit account number, your three-digit fund number and your four-digit
personal identification number at hand.
6-Month Reinstatement Privilege (for Class A and Class B Shares)
Enables you to reinvest all or a portion of the money you redeem from your
Pioneer account - without paying a sales charge - within 6 months of your
redemption. You have the choice of investing in any Pioneer fund provided the
account has the exact same registration and meets the fund's minimum investment
requirement. Reinstated accounts may only purchase Class A fund shares.
Investomatic Plan
An easy and convenient way for you to invest on a regular basis. All you need
to do is authorize a set amount of money to be moved out of your bank account
into the Pioneer fund of your choice. Investomatic also allows you to change
the dollar amount, frequency and investment date right over the phone. By
putting aside affordable amounts of money regularly, you can build a long-term
investment - without sacrificing your current standard of living.
Payroll Investment Program (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All that's
involved is for your employer to fill out an authorization form allowing
Pioneer to deduct from participating employees' paychecks. You specify the
dollar amount you want to invest into the Pioneer fund(s) of your choice.
34
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- --------------------------------------------------------------------------------
Automatic Exchange Program
A simple way to move money from one Pioneer fund to another over a period of
time. Just invest a lump sum in one fund, and select the other Pioneer funds
you wish to invest in. You choose the amounts and dates for Pioneer to sell
shares of your original fund and use the proceeds to buy shares of the other
funds you have chosen. Over time, your investment will be shifted out of the
original fund. (Automatic Exchange is available for originating accounts with a
balance of $5,000 or more.)
Directed Dividends
Lets you invest cash dividends from one Pioneer fund to an account in another
Pioneer fund with no sales charge or fee. Simply fill out the applicable
information on a Pioneer Account Options Form. (This program is available for
dividend payments only; capital gains distributions are not eligible at this
time.)
Direct Deposit
Lets you move money into your bank account using electronic funds transfer
(EFT). EFT moves your money faster than you would receive a check, eliminates
unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer
Direct Deposit Form, giving your instructions.
Systematic Withdrawal Plan (SWP)
Lets you establish automatic withdrawals from your account at set intervals.
You decide the frequency and the day of the month. Pioneer will send the
proceeds by check to the address you designate, or electronically to your bank
account. You also can authorize Pioneer to make the redemptions payable to
someone else. (SWPs are available for accounts with a value of $10,000 or
more.)
35
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RETIREMENT PLANS FROM PIONEER
- --------------------------------------------------------------------------------
Pioneer has a long history of helping people work toward their retirement
goals, offering plans suited to the individual investor and businesses of all
sizes. For more information on Pioneer retirement plans, contact your
investment professional, or call Pioneer at 1-800-622-0176.
Individual Retirement Accounts (IRAs)
Traditional IRA*
For anyone under age 70 1/2 earning income. Individuals can contribute up to
$3,000 annually. Earnings are tax-deferred, and contributions may be
tax-deductible.
Roth IRA*
Available to single individuals earning less than $110,000 in income annually,
and married couples with joint income less than $160,000. Contributions of up
to $3,000 a year are not tax-deductible, but all earnings are tax-free for
qualified withdrawals. Distributions are tax and penalty-free if certain
conditions are met.
Employer-Sponsored Plans
Uni-K Plan*
A 401(k) plan designed specifically for any business that employs only owners
and their spouses. Participants can make salary deferral contributions up to
$11,000 per year. In addition, each year the business may contribute up to 25%
of pay.
401(k) Plan*
Allows employees to make pre-tax contributions through payroll deduction, up to
$11,000 per year. Employers' contributions are discretionary. The 401(k) offers
companies maximum flexibility.
SIMPLE IRA Plan*
The Savings Incentive Match PLan for Employees (SIMPLE) is designed for
employers with 100 or fewer eligible employees. Employees can decide whether to
contribute. Employers must contribute.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
36
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- --------------------------------------------------------------------------------
403(b) Plan*
Also known as a Tax-Sheltered Account (TSA), this plan lets employees of public
schools, non-profit hospitals and other tax-exempt organizations make pre-tax
contributions through payroll deduction.
SEP-IRA
The Simplified Employee Pension (SEP) plan lets self-employed people and
small-business owners make tax-deductible contributions of up to 25% of income,
while maintaining complete contribution flexibility each year.
Profit Sharing Plan
Companies can decide each year whether - and how much - to contribute to
participants, up to 25% of each participant's pay. Can include vesting
schedules that are not available with a SEP-IRA.
Age-Based Profit Sharing Plan
Employer contributions are flexible, but are based on a formula using age and
salary. Each year, a business can contribute up to 25% of the total eligible
payroll.
Money Purchase Pension Plan (MPP)
Allows employer contributions, up to 25% of pay annually. Companies must
contribute a fixed percentage of pay each year.
Defined Benefit Pension Plan
Requires a business to contribute enough each year to fund a specific future
benefit. Most beneficial to older employees who need to accumulate assets
rapidly.
* Special Catch-Up Provisions are available to individuals age 50 and older to
contribute additional amounts to their retirement accounts. For more
information, call our Retirement Plans Information line at 1-800-622-0176.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
37
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HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
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
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
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@pioneerinvest.com
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
Please consider the fund's investment objectives, risks, charges and
expenses carefully before investing. The prospectus contains this and other
information about the fund and should be read carefully before you invest
or send money. To obtain a prospectus and for other information on any
Pioneer fund, call 1-800-225-6292 or visit our website
www.pioneerfunds.com.
[LOGO]
Pioneer Investment Management, Inc.
60 State Street 15410-00-0504
Boston, Massachusetts 02109 (C) 2004 Pioneer Funds Distributor, Inc.
www.pioneerfunds.com Underwriter of Pioneer mutual funds, Member SIPC
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 10(a), 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;
(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.
N/A
(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.
N/A
(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.
N/A
(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.
N/A
(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 recognizes 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 recognizes that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's 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 registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
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.
N/A
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's 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.
N/A
ITEMS 5-6. [RESERVED]
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. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's certifying officers have determined that the registrant's
disclosure controls and procedures are effective based on our evaluation of
these controls and procedures as of a date within 90 days prior to the filing
date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the registrant's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
ITEM 10. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) 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.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
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 Value Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date June 3, 2004
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/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date June 3, 2004
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date June 3, 2004
* Print the name and title of each signing officer under his or her signature.