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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, 2002 through September 30, 2003
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
Annual
Report
9/30/03
[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
Report of Independent Auditors 32
The Pioneer Family of Mutual Funds 33
Results of Shareowner Meeting 34
Trustees, Officers and Service Providers 37
Pioneer Value Fund
- --------------------------------------------------------------------------------
LETTER TO SHAREOWNERS 9/30/03
- --------------------------------------------------------------------------------
Dear Shareowners,
- --------------------------------------------------------------------------------
The stock market rally that began last -----------------------------
spring extended into late summer as
signs of an economic recovery Pioneer's new
accumulated. Gross domestic product, a president
tally of all goods and services produced
in the United States, expanded, thanks Osbert Hood was recently
to increased personal consumption, named Chief Executive
housing and business spending, low Officer and President of
short-term interest rates and lower Pioneer Investments U.S.A.
taxes on individuals. While broader Mr. Hood, formerly Pioneer's
market indicators managed small gains, Chief Operating Officer and
the NASDAQ Composite rose sharply in the a key member of the senior
third quarter as investors sensed that management committee,
companies might soon boost technology joined Pioneer in 2000 from
outlays. September's dip in consumer John Hancock Financial
expectations linked to slow job Services, where he had held
creation, plus cutbacks in OPEC oil senior financial positions.
production, drove markets off their "I am excited and honored
highest levels. Investors also kept an to have the opportunity to
eye on the news, as U.S. troops came lead Pioneer as it continues
under daily fire in Iraq and tensions to grow," Mr. Hood said.
elsewhere remained. "As CEO I look forward to
furthering Pioneer's strate-
As the economy appeared to strengthen, gic goals, including develop-
investors who had sought safety in U.S. ing new products that can
Treasury issues grew less risk-averse. meet the wider needs of
As a result, corporate bonds moved investors and the advisers
broadly higher and the Treasury bond who serve them."
rally stalled. Some of the biggest gains
were recorded among lower-rated, -----------------------------
high-yield bonds whose issuers often
depend on a strong economy to boost
earnings. Bonds in emerging and
developed markets also did well, as
economies stabilized and currencies rose
against the slumping U.S. dollar.
Stocks and bonds, bonds and stocks
Over the past few years, investor
sentiment has swung from stocks to bonds
and back again, from U.S. government
securities to corporate and
international issues. Each sector has
spent time in the spotlight or backstage,
delivering periods of stronger or
weaker performance relative to one
another.
With sectors constantly moving in and out of favor, how can you increase your
chances of holding investments that are performing well? By owning several
kinds of securities, not just one or two. Through a process called asset
allocation, you can create an investment mix that reflects your needs, taking
into account such factors as your age, your financial goals and their timing,
and, of course, your comfort level where risk is concerned.
Asset allocation is only one area in which a qualified investment professional
can serve you well. Ask your advisor to review how shifting markets may have
affected your asset allocation recently. And if you've never thought about
asset allocation before, now is the best time to start.
Like everyone at Pioneer, I appreciate your continued confidence in our
products and services.
Respectfully,
/s/ Osbert Hood
- ----------------------------------
Osbert Hood, President and Chief Executive Officer
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
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PORTFOLIO SUMMARY 9/30/03
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Portfolio Diversification
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(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 92.0%
International Common Stocks 4.5%
Temporary Cash Investments 2.8%
Depositary Receipts for International Stocks 0.7%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Financials 30.8%
Energy 12.7%
Industrials 10.8%
Consumer Discretionary 10.5%
Information Technology 8.5%
Health Care 7.5%
Materials 5.9%
Staples 5.8%
Telecommunication Services 5.7%
Utilities 1.8%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Citigroup, Inc. 4.40% 6. Merck & Co., Inc. 2.08%
2. Exxon Mobil Corp. 3.54 7. McDonald's Corp. 2.07
3. Bank of America Corp. 3.20 8. AOL Time - Warner, Inc. 1.99
4. American International 9. Berkshire Hathaway, Inc. 1.98
Group, Inc. 2.37
5. Hewlett-Packard Co. 2.21 10. HCA, Inc. 1.95
*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 9/30/03 CLASS A SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 9/30/03 9/30/02
$16.25 $15.29
Net
Distributions per Share Investment Short-Term Long-Term
(10/1/02 - 9/30/03) Income Capital Gains Capital Gains
$0.2384 $ - $2.1112
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 September 30, 2003)
Net Asset Public Offering
Period Value Price*
10 Years 6.87% 6.24%
5 Years 3.93 2.71
1 Year 22.94 15.89
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 DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
9/93 9425 10000
10121 9929
9/95 12137 12681
13615 14956
9/97 19871 21284
15108 22051
9/99 16901 26180
19655 28514
9/01 17911 25973
14905 21571
9/03 18324 26825
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.
Past performance does not guarantee future results. Return and principal value
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost. The performance table and graph do not reflect the deduction of
taxes that a shareowner would pay on Fund distributions or the redemption of
Fund shares.
3
Pioneer Value Fund
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PERFORMANCE UPDATE 9/30/03 CLASS B SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 9/30/03 9/30/02
$15.45 $14.71
Net
Distributions per Share Investment Short-Term Long-Term
(10/1/02 - 9/30/03) Income Capital Gains Capital Gains
$0.0984 $ - $2.1112
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 September 30, 2003)
If If
Period Held Redeemed*
Life-of-Class
(7/1/96) 3.27% 3.27%
5 Years 2.69 2.53
1 Year 21.11 17.11
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 DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
7/96 10000 10000
10926 10695
9/97 15797 15220
11886 15769
9/99 13149 18721
15097 20391
9/01 13611 18573
11205 15425
9/03 13570 19181
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.
Past performance does not guarantee future results. Return and principal value
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost. The performance table and graph do not reflect the deduction of
taxes that a shareowner would pay on Fund distributions or the redemption of
Fund shares.
4
Pioneer Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 9/30/03 CLASS C SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 9/30/03 9/30/02
$15.49 $14.69
Net
Distributions per Share Investment Short-Term Long-Term
(10/1/02 - 9/30/03) Income Capital Gains Capital Gains
$0.0991 $ - $2.1112
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 September 30, 2003)
Net Asset Public Offering
Period Value Price/CDSC*
Life-of-Class
(7/1/96) 3.31% 3.16%
5 Years 2.72 2.52
1 Year 21.61 20.38
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of the 1% sales charge at the beginning of the period. The
1% contingent deferred sales charge (CDSC) applies to redemptions made
within one year of purchase.
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
7/96 9900 10000
10813 10695
9/97 15626 15220
11787 15769
9/99 13037 18721
14970 20391
9/01 13476 18573
11079 15425
9/03 13473 19181
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.
Past performance does not guarantee future results. Return and principal value
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost. The performance table and graph do not reflect the deduction of
taxes that a shareowner would pay on Fund distributions or the redemption of
Fund shares.
5
Pioneer Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 9/30/03 CLASS R SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 9/30/03 4/1/03**
$16.24 $13.91
Net
Distributions per Share Investment Short-Term Long-Term
(4/1/03 - 9/30/03) Income Capital Gains Capital Gains
$0.0600 $ - $ -
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 September 30, 2003)
Net Asset Public Offering
Period Value Price/CDSC*
10 Years 6.21% 6.21%
5 Years 3.39 3.39
1 Year 22.47 21.47
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of the 1% sales charge at the beginning of the period. The
1% contingent deferred sales charge (CDSC) applies to redemptions made
within one year of purchase.
+ Class R shares which have no front-end load, may be subject to a back-end
load and are available to certain retirement plans. The performance of Class
R shares for the period prior to the first public offering 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. You do
not pay a sales charge on purchases of Class R shares, but will pay a CDSC if
you sell your shares within 18 months of purchase, unless you qualify for a
waiver.
** Class R shares were first publicly offered on 4/1/03.
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
9/93 10000 10000
10527 9929
9/95 12590 12681
14025 14956
9/97 20404 21284
15471 22051
9/99 17152 26180
19877 28514
9/01 18049 25973
14922 21571
9/03 18274 26825
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.
Past performance does not guarantee future results. Return and principal value
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost. The performance table and graph do not reflect the deduction of
taxes that a shareowner would pay on Fund distributions or the redemption of
Fund shares.
6
Pioneer Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 9/30/03
- --------------------------------------------------------------------------------
Leading up to the war and since the end of major combat the U.S. economy moved
gradually out of recession and into recovery, triggering a strong rally in the
nation's stock markets. In the following discussion, Rod Wright, who is
responsible for day-to-day management of Pioneer Value Fund, describes those
events and the investment decisions that affected the Fund's performance over
the course of its fiscal year.
Q: Please describe the investment background over the last twelve months.
A: Starting last year and in the early months of 2003, uncertainty over the
war's duration and how it might affect the U.S. economy cast shadows over
the equity markets. But late in the year's first quarter a combination of
factors encouraged investors: a swift, decisive initial victory in Iraq;
early hints that the economy had hit bottom; large tax reductions; and
actions by the Federal Reserve Board that brought short-term interest
rates to levels not seen in more than 40 years. By spring, the economy
seemed poised to rebound and by fall it was clear that the U.S. economy
was growing at a respectable pace.
Q: How did Pioneer Value Fund perform against that background?
A: For the twelve months ended September 30, 2003, Pioneer Value Fund's Class
A, B, C and R shares had total returns at net asset value of 22.94%,
21.11%, 21.61% and 22.47%, respectively. These figures compare to the
24.37% return of the Russell 1000 Value Index, the Fund's benchmark, for
the same period.
Q: Which of your decisions or strategies had the most impact on performance?
A: We overweighted mining and metals stocks, and the sector was a standout
performer over this period. With inventories low and economies picking up
around the world, demand for metals continues to be high, allowing
Freeport-McMoRan, Alcoa and other metals stocks in the portfolio to record
impressive gains. Freeport benefited in particular from shipments of
copper to China, which is expanding its electric and communications
infrastructures. We also overweighted the industrial sector compared to
our benchmark index in the belief that years of cutting costs and
bolstering
7
Pioneer Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 9/30/03 (continued)
- --------------------------------------------------------------------------------
finances would position manufacturing firms to participate profitably in
any economic upturn. Companies like Donaldson Company, a maker of truck
parts, were positive contributors to Fund performance as the economy began
to recover.
On the other hand, stocks have had an impressive run since March, but many
of the issues that led the rally's early phases fell short of our value
criteria. Lack of exposure to Internet-related stocks and other
speculative areas, plus our underweighting of the strong financial
services sector, help explain why the Fund trailed its benchmark. We
approached the financial services sector cautiously because those stocks
have been rising for almost three years. Nevertheless, financial companies
were the Fund's largest sector commitment at the end of September, with
Citigroup, American International Group and Bank of America all among the
five largest holdings.
Q: Consumer discretionary and energy stocks were also large commitments. What
were results like there?
A: Consumer discretionary stocks, those that reflect consumer confidence and
willingness to spend household income, have been doing well as the
recovery gains momentum. An example is Sears, which we bought when its
price had fallen after a string of unsuccessful initiatives. A
well-executed program to turn the business around has now begun to pay off
for Sears, which was an important contributor to performance. Sale of the
company's credit card unit realized more money than had been anticipated,
and, through its acquisition of catalogue merchant Land's End, Sears has
gained access to higher quality goods while giving Land's End a new
distribution channel. Sears, whose other powerful brands include Diehard
batteries, Kenmore appliances and Craftsman tools, is using excess cash to
repurchase shares.
On the other hand, expectations that oil prices would decline caused the
energy sector to lag; the Fund's overweight position in the sector was a
minor negative. In addition, our underweight exposure to the rising
utilities sector held back results despite good performance by Dominion
Resources and others.
8
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Q: Which of your other strategies affected results?
A: Our value-based stock-selection process led us to two long-established
technology firms that rose during the period. Motorola's stock moved up as
the market welcomed its new CEO and with the company's decision to spin
off its unprofitable semiconductor division. Netherlands-based Phillips
Electronics, a major electronics conglomerate, moved higher on the basis
of strong semiconductor sales.
Results among telecommunications service providers were favorable on two
fronts: First, being significantly underweight in Verizon and SBC was
beneficial to performance because both stocks fell. And second, we had
overweighted AT&T based on its valuation and were rewarded when its stock
rose.
Q: What were some other selections that influenced performance, for better or
worse?
A: Wellpoint Health Networks, a leading managed care company, rose despite
general weakness in the health care sector. Wellpoint gained market share,
increased its membership rolls and raised premiums, all factors that led
to better earnings. But shares of HCA, Inc., which owns the largest
network of acute care hospitals, fell in the second quarter, as lower
patient volumes cut into revenues. HCA's stock regained lost ground toward
the end of the period.
Q: What is your outlook for the economy and for value stocks?
A. We are still finding attractively valued stocks to add to the portfolio.
However, we believe some sectors of the market are ahead of themselves and
are pricing in overly optimistic economic assumptions. As such, while we
also see some economic improvement ahead, we remain very selective based
on our valuation sensitive discipline, and continue to "proceed with
caution" for the time being.
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 9/30/03
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 98.8%
Energy - 12.5%
Integrated Oil & Gas - 7.9%
450,000 BP Amoco Plc (A.D.R.) $ 18,945,000
600,000 ChevronTexaco Corp. 42,870,000
1,100,000 ConocoPhillips 60,225,000
3,300,000 Exxon Mobil Corp. 120,780,000
850,000 Occidental Petroleum Corp. 29,945,500
--------------
$ 272,765,500
--------------
Oil & Gas Drilling - 2.4%
1,200,000 ENSCO International, Inc. $ 32,184,000
500,000 Nabors Industries, Inc.* 18,630,000
1,600,000 Transocean Offshore, Inc.* 32,000,000
--------------
$ 82,814,000
--------------
Oil & Gas Exploration & Production - 2.2%
550,000 Devon Energy Corp. $ 26,504,500
2,700,000 Suncor Energy, Inc. 50,085,000
--------------
$ 76,589,500
--------------
Total Energy $ 432,169,000
--------------
Materials - 5.8%
Aluminum - 0.6%
800,000 Alcoa, Inc. $ 20,928,000
--------------
Commodity Chemicals - 1.8%
504,900 Air Products & Chemicals, Inc. $ 22,770,990
1,000,000 E.I. du Pont de Nemours and Co. 40,010,000
--------------
$ 62,780,990
--------------
Diversified Metals & Mining - 1.3%
1,400,000 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 46,340,000
--------------
Metal & Glass Containers - 0.8%
500,000 Ball Corp. $ 27,000,000
--------------
Paper Products - 1.3%
750,000 Weyerhaeuser Co. $ 43,837,500
--------------
Total Materials $ 200,886,490
--------------
The accompanying notes are an integral part of these financial statements.
10
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Capital Goods - 5.3%
Aerospace & Defense - 1.1%
425,000 Northrop Grumman Corp. $ 36,643,500
--------------
Industrial Conglomerates - 4.2%
1,100,000 Donaldson Co., Inc. $ 59,290,000
2,200,000 Tyco International Ltd. 44,946,000
525,000 United Technologies Corp. 40,572,000
--------------
$ 144,808,000
--------------
Total Capital Goods $ 181,451,500
--------------
Commercial Services & Supplies - 1.7%
Environmental Services - 1.7%
2,200,000 Waste Management, Inc. $ 57,574,000
--------------
Total Commercial Services & Supplies $ 57,574,000
--------------
Transportation - 3.7%
Airlines - 0.7%
1,433,300 Southwest Airlines Co. $ 25,369,410
--------------
Railroads - 2.0%
500,000 Canadian National Railway Co. $ 26,010,000
750,000 Union Pacific Corp. 43,627,500
--------------
$ 69,637,500
--------------
Trucking - 1.0%
550,000 United Parcel Service $ 35,090,000
--------------
Total Transportation $ 130,096,910
--------------
Hotels, Restaurants & Leisure - 2.0%
Restaurants - 2.0%
3,000,000 McDonald's Corp. $ 70,620,000
--------------
Total Hotels, Restaurants & Leisure $ 70,620,000
--------------
Media - 6.6%
Broadcasting & Cable TV - 3.2%
800,000 Clear Channel Communications, Inc. $ 30,640,000
500,000 Comcast Corp. (Special)* 14,770,000
1,250,000 Comcast Corp.* 38,600,000
800,000 Cox Communications, Inc.* 25,296,000
--------------
$ 109,306,000
--------------
The accompanying notes are an integral part of these financial statements.
11
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
Shares Value
Movies & Entertainment - 3.4%
4,500,000 AOL Time - Warner, Inc.* $ 67,995,000
400,000 The Walt Disney Co. 8,068,000
1,100,000 Viacom, Inc. (Class B) 42,130,000
--------------
$ 118,193,000
--------------
Total Media $ 227,499,000
--------------
Retailing - 1.7%
General Merchandise Stores - 1.7%
1,324,300 Sears, Roebuck and Co. $ 57,911,639
--------------
Total Retailing $ 57,911,639
--------------
Food & Drug Retailing - 2.4%
Food Retail - 2.4%
900,000 Kraft Foods, Inc. $ 26,550,000
2,200,000 Kroger Co.* 39,314,000
75,000 Nestle SA (Registered Shares) 17,295,895
--------------
$ 83,159,895
--------------
Total Food & Drug Retailing $ 83,159,895
--------------
Food, Beverage & Tobacco - 2.4%
Packaged Foods & Meats - 1.1%
2,000,000 Sara Lee Corp. $ 36,720,000
--------------
Soft Drinks - 1.3%
1,000,000 PepsiCo, Inc. $ 45,830,000
--------------
Total Food, Beverage & Tobacco $ 82,550,000
--------------
Household & Personal Products - 0.9%
Personal Products - 0.9%
600,000 Kimberly-Clark Corp. $ 30,792,000
--------------
Total Household & Personal Products $ 30,792,000
--------------
Health Care Equipment & Supplies - 2.9%
Health Care Facilities - 1.9%
1,800,000 HCA, Inc. $ 66,348,000
--------------
Managed Health Care - 1.0%
450,000 Wellpoint Health Networks, Inc.* $ 34,686,000
--------------
Total Health Care Equipment & Supplies $ 101,034,000
--------------
The accompanying notes are an integral part of these financial statements.
12
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Pharmaceuticals & Biotechnology - 4.5%
Pharmaceuticals - 4.5%
1,400,000 Merck & Co., Inc. $ 70,868,000
1,600,000 Pfizer, Inc. 48,608,000
2,300,000 Schering-Plough Corp. 35,052,000
--------------
$ 154,528,000
--------------
Total Pharmaceuticals & Biotechnology $ 154,528,000
--------------
Banks - 12.0%
Diversified Banks - 7.7%
1,400,000 Bank of America Corp. $ 109,256,000
900,000 Charter One Financial, Inc. 27,540,000
600,000 Fleet Boston Financial Corp. 18,090,000
2,000,000 U.S. Bancorp 47,980,000
1,250,000 Wells Fargo & Co. 64,375,000
--------------
$ 267,241,000
--------------
Regional Banks - 0.6%
600,000 North Fork Bancorporation, Inc. $ 20,850,000
--------------
Thrifts & Mortgage Finance - 3.7%
525,000 Countrywide Financial Corp. $ 41,097,000
1,250,000 Freddie Mac 65,437,500
500,000 Washington Mutual, Inc. 19,685,000
--------------
$ 126,219,500
--------------
Total Banks $ 414,310,500
--------------
Diversified Financials - 10.0%
Asset Management & Custody Banks - 1.0%
1,200,000 The Bank of New York Co., Inc. $ 34,932,000
--------------
Consumer Finance - 0.9%
700,000 American Express Co. $ 31,542,000
--------------
Diversified Capital Markets - 0.4%
400,000 J.P. Morgan Chase & Co. $ 13,732,000
--------------
Investment Banking & Brokerage - 3.3%
400,000 Goldman Sachs Group, Inc. $ 33,560,000
550,000 Lehman Brothers Holdings, Inc. 37,994,000
800,000 Merrill Lynch & Co., Inc. 42,824,000
--------------
$ 114,378,000
--------------
The accompanying notes are an integral part of these financial statements.
13
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
Shares Value
Diversified Financial Services - 4.4%
3,300,000 Citigroup, Inc. $ 150,183,000
--------------
Total Diversified Financials $ 344,767,000
--------------
Insurance - 8.5%
Insurance Brokers - 1.0%
725,000 Marsh & McLennan Co., Inc. $ 34,517,250
--------------
Multi - Line Insurance - 4.3%
1,400,000 American International Group, Inc. $ 80,780,000
900 Berkshire Hathaway, Inc.* 67,500,000
--------------
$ 148,280,000
--------------
Property & Casualty Insurance - 3.2%
1,700,000 Allstate Corp. $ 62,101,000
400,000 Ambac Financial Group, Inc. 25,600,000
350,000 Chubb Corp. 22,708,000
--------------
$ 110,409,000
--------------
Total Insurance $ 293,206,250
--------------
Software & Services - 2.6%
Application Software - 0.4%
500,000 Microsoft Corp. $ 13,895,000
--------------
Data Processing & Outsourced Services - 2.2%
800,000 Automatic Data Processing, Inc. $ 28,680,000
1,200,000 First Data Corp. 47,952,000
--------------
$ 76,632,000
--------------
Total Software & Services $ 90,527,000
--------------
Technology Hardware & Development - 5.2%
Communications Equipment - 1.2%
3,400,000 Motorola, Inc. $ 40,698,000
--------------
Computer Hardware - 2.7%
3,900,000 Hewlett-Packard Co. $ 75,504,000
200,000 IBM Corp. 17,666,000
--------------
$ 93,170,000
--------------
Electronic Equipment & Instruments - 1.2%
1,900,000 Koninklijke Philips Electronics $ 43,548,000
--------------
Technology Distributors - 0.1%
170,600 Arrow Electronics, Inc.* $ 3,137,334
--------------
Total Technology Hardware & Development $ 180,553,334
--------------
The accompanying notes are an integral part of these financial statements.
14
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Semiconductors - 0.6%
400,000 Intel Corp. $ 11,004,000
400,000 Texas Instruments, Inc. 9,120,000
--------------
Total Semiconductors $ 20,124,000
--------------
Telecommunication Services - 5.7%
Integrated Telecommunication Services - 4.1%
1,000,000 Alltel Corp. $ 46,340,000
1,650,000 AT&T Corp. 35,557,500
1,800,000 BellSouth Corp. 42,624,000
200,000 SBC Communications, Inc. 4,450,000
400,000 Verizon Communications, Inc. 12,976,000
--------------
$ 141,947,500
--------------
Wireless Telecommunication Services - 1.6%
3,200,000 AT&T Wireless Services, Inc.* $ 26,176,000
10,000,000 Vodafone Group Plc 20,027,723
360,000 Vodafone Group Plc (A.D.R.) 7,290,000
--------------
$ 53,493,723
--------------
Total Telecommunication Services $ 195,441,223
--------------
Utilities - 1.8%
Electric Utilities - 1.8%
1,000,000 Dominion Resources, Inc. $ 61,900,000
--------------
Total Utilities $ 61,900,000
--------------
TOTAL COMMON STOCKS
(Cost $2,974,830,018) $3,411,101,741
--------------
The accompanying notes are an integral part of these financial statements.
15
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
Principal
Amount TEMPORARY CASH INVESTMENTS - 2.9% Value
Repurchase Agreement - 1.4%
$47,800,000 UBS, Inc., 0.70%, dated 9/30/03, repurchase
price of $47,800,000 plus accrued interest on
10/1/03 collateralized by $33,208,000 U.S. Trea-
sury Notes, 1.75%, 12/31/04 and $17,784,000
U.S. Treasury Notes, 1.62%, 4/30/05 $ 47,800,000
--------------
Time Deposits - 1.5%
36,651,843 Bank of Montreal, 1.125%, 10/1/03 $ 36,651,843
13,482,768 Royal Bank of Canada, 1.00%, 10/1/03 13,482,768
552,489 Bank of Scotland, 1.0625%, 10/1/03 552,489
--------------
$ 50,687,100
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $98,487,100) $ 98,487,100
--------------
TOTAL INVESTMENT IN SECURITIES - 101.7%
(Cost $3,073,317,118) (a) $3,509,588,841
--------------
OTHER ASSETS AND LIABILITIES - (1.7)% $ (56,611,615)
--------------
TOTAL NET ASSETS - 100.0% $3,452,977,226
--------------
* Non-income producing securities.
A.D.R. American Depositary Receipts
(a) At September 30, 2003, the net unrealized gain on investments based on
cost for federal income tax purposes of $3,094,244,052 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $540,599,989
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (125,255,200)
------------
Net unrealized gain $415,344,789
------------
Purchases and sales of securities (excluding temporary cash investments)
for the year ended September 30, 2003 aggregated $1,278,481,128 and
$1,458,067,253, respectively.
The accompanying notes are an integral part of these financial statements.
16
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 9/30/03
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities, at value (including securities
loaned of $49,137,044) (cost $3,073,317,118) $3,509,588,841
Cash 42,544
Receivables -
Investment securities sold 3,255,847
Fund shares sold 2,502,601
Dividends, interest and foreign taxes withheld 4,994,914
Other 95,852
--------------
Total assets $3,520,480,599
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 10,941,954
Fund shares repurchased 1,456,323
Upon return of securities loaned 50,687,100
Due to affiliates 3,615,351
Accrued expenses 802,645
--------------
Total liabilities $ 67,503,373
--------------
NET ASSETS:
Paid-in capital $3,013,430,650
Accumulated undistributed net investment income 15,821,848
Accumulated net realized loss on investments and foreign
currency transactions (12,411,836)
Net unrealized gain on investments 436,271,723
Net unrealized loss on assets and liabilities denominated in
foreign currencies (135,159)
--------------
Total net assets $3,452,977,226
--------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $3,424,962,280/210,765,034 shares) $ 16.25
--------------
Class B (based on $21,665,758/1,402,299 shares) $ 15.45
--------------
Class C (based on $6,348,604/409,898 shares) $ 15.49
--------------
Class R (based on $583.71/35.945 shares) $ 16.24
--------------
MAXIMUM OFFERING PRICE:
Class A ($16.25 [divided by] 94.25%) $ 17.24
--------------
Class C ($15.49 [divided by] 99.00%) $ 15.65
--------------
The accompanying notes are an integral part of these financial statements.
17
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended 9/30/03
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $343,114) $ 65,701,657
Interest 1,245,158
------------
Total investment income $ 66,946,815
------------
EXPENSES:
Management fees
Basic fee $ 19,832,806
Performance adjustment 3,015,321
Transfer agent fees
Class A 7,715,984
Class B 198,983
Class C 44,401
Distribution fees
Class A 6,824,568
Class B 210,776
Class C 60,598
Class R 2
Administrative fees 542,488
Custodian fees 198,358
Professional fees 219,323
Printing 285,363
Registration fees 97,239
Miscellaneous expenses 53,103
Fees and expenses of nonaffiliated trustees 141,862
------------
Total expenses $ 39,441,175
Less fees paid indirectly (65,846)
------------
Net expenses $ 39,375,329
------------
Net investment income $ 27,571,486
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) from:
Investments $ (6,127,397)
Other assets and liabilities denominated in foreign
currencies 112,683 $ (6,014,714)
------------ ------------
Change in net unrealized gain (loss) from:
Investments $648,779,313
Other assets and liabilities denominated in foreign
currencies (177,617) $648,601,696
------------ ------------
Net gain on investments and foreign currency
transactions $642,586,982
------------
Net increase in net assets resulting from operations $670,158,468
------------
The accompanying notes are an integral part of these financial statements.
18
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Years Ended 9/30/03 and 9/30/02, respectively
Year Ended Year Ended
9/30/03 9/30/02
FROM OPERATIONS:
Net investment income $ 27,571,486 $ 29,064,061
Net realized gain (loss) on investments and foreign
currency transactions (6,014,714) 412,491,902
Change in net unrealized gain (loss) on investments
and foreign currency transactions 648,601,696 (1,050,917,409)
--------------- ----------------
Net increase (decrease) in net assets resulting from
operations $ 670,158,468 $ (609,361,446)
--------------- ----------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.24 and $0.09 per share, respectively) $ (51,967,828) $ (18,735,093)
Class B ($0.10 and $0.00 per share, respectively) (151,062) -
Class C ($0.10 and $0.00 per share, respectively) (42,012) -
Class R ($0.06 and $0.00 per share, respectively) (2) -
Net realized gain:
Class A ($2.11 and $0.72 per share, respectively) (412,167,757) (145,601,232)
Class B ($2.11 and $0.72 per share, respectively) (3,027,905) (883,241)
Class C ($2.11 and $0.72 per share, respectively) (1,069,111) (189,521)
Class R ($0.00 and $0.00 per share, respectively) - -
--------------- ----------------
Total distributions to shareowners $(468,425,677) $ (165,409,087)
--------------- ----------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 168,214,756 $ 234,000,319
Reinvestment of distributions 437,945,687 153,968,950
Cost of shares repurchased (393,771,669) (486,706,691)
--------------- ----------------
Net increase (decrease) in net assets resulting
from fund share transactions 212,388,774 $ (98,737,422)
--------------- ----------------
Net increase (decrease) in net assets $ 414,121,565 $ (873,507,955)
NET ASSETS:
Beginning of year 3,038,855,661 3,912,363,616
--------------- ----------------
End of year (including accumulated undistributed net
investment income of $15,821,848 and
$36,791,259, respectively) $3,452,977,226 $ 3,038,855,661
--------------- ----------------
The accompanying notes are an integral part of these financial statements.
19
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
For the Years Ended 9/30/03 and 9/30/02, respectively
'03 Shares '03 Amount '02 Shares '02 Amount
CLASS A
Shares sold 9,607,170 $ 146,560,494 11,485,495 $ 222,812,497
Reinvestment of distributions 28,545,217 434,044,832 7,623,834 153,019,000
Less shares repurchased (24,720,333) (373,704,092) (25,009,422) (475,944,793)
----------- -------------- ----------- --------------
Net increase (decrease) 13,432,054 $ 206,901,234 (5,900,093) $ (100,113,296)
----------- -------------- ----------- --------------
CLASS B
Shares sold 868,028 $ 12,968,947 436,370 $ 8,249,184
Reinvestment of distributions 201,911 2,933,220 41,579 809,538
Less shares repurchased (889,846) (12,610,377) (462,952) (8,622,224)
----------- -------------- ----------- --------------
Net increase 180,093 $ 3,291,790 14,997 $ 436,498
----------- -------------- ----------- --------------
CLASS C
Shares sold 574,508 $ 8,684,815 157,576 $ 2,938,638
Reinvestment of distributions 66,620 967,635 7,215 140,412
Less shares repurchased (520,937) (7,457,200) (114,199) (2,139,674)
----------- -------------- ----------- --------------
Net increase 120,191 $ 2,195,250 50,592 $ 939,376
----------- -------------- ----------- --------------
CLASS R (a)
Shares sold 36 $ 500
Reinvestment of distributions - -
Less shares repurchased - -
----------- --------------
Net increase 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
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS A 9/30/03 9/30/02 9/30/01 9/30/00 9/30/99
Net asset value, beginning of period $ 15.29 $ 19.12 $ 22.67 $ 20.16 $ 18.32
---------- --------- --------- ---------- ----------
Increase (decrease) from investment operations:
Net investment income $ 0.11 $ 0.15 $ 0.17 $ 0.20 $ 0.21
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 3.20 (3.17) (2.05) 3.02 1.97
---------- --------- --------- ---------- ----------
Net increase (decrease) from investment operations $ 3.31 $ (3.02) $ (1.88) $ 3.22 $ 2.18
Distributions to shareowners:
Net investment income (0.24) (0.09) (0.14) (0.20) (0.19)
Net realized gain (2.11) (0.72) (1.53) (0.51) (0.15)
---------- --------- --------- ---------- ----------
Net increase (decrease) in net asset value $ 0.96 $ (3.83) $ (3.55) $ 2.51 $ 1.84
---------- --------- --------- ---------- ----------
Net asset value, end of period $ 16.25 $ 15.29 $ 19.12 $ 22.67 $ 20.16
---------- --------- --------- ---------- ----------
Total return* 22.94% (16.78)% (8.88)% 16.29% 11.86%
Ratio of net expenses to average net assets+ 1.19% 1.16% 1.01% 0.96% 0.96%
Ratio of net investment income to average net assets+ 0.85% 0.74% 0.76% 0.81% 0.93%
Portfolio turnover rate 40% 61% 3% 3% 12%
Net assets, end of period (in thousands) $3,424,962 $3,016,623 $3,885,560 $4,614,739 $5,125,858
Ratios with reduction for fees paid indirectly:
Net expenses 1.19% 1.16% 0.99% 0.94% 0.95%
Net investment income 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 with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
21
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS B 9/30/03 9/30/02 9/30/01 9/30/00 9/30/99
Net asset value, beginning of period $ 14.71 $ 18.53 $ 22.11 $ 19.74 $ 17.98
------- -------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.13) $ (0.08) $ 0.01 $ (0.14) $ (0.04)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 3.08 (3.02) (2.06) 3.02 1.95
------- -------- ------- ------- -------
Net increase (decrease) from investment operations $ 2.95 $ (3.10) $ (2.05) $ 2.88 $ 1.91
Distributions to shareowners:
Net investment income (0.10) - - - -
Net realized gain (2.11) (0.72) (1.53) (0.51) (0.15)
------- -------- ------- ------- -------
Net increase (decrease) in net asset value $ 0.74 $ (3.82) $ (3.58) $ 2.37 $ 1.76
------- -------- ------- ------- -------
Net asset value, end of period $ 15.45 $ 14.71 $ 18.53 $ 22.11 $ 19.74
------- -------- ------- ------- -------
Total return* 21.11% (17.68)% (9.84)% 14.81% 10.62%
Ratio of net expenses to average net assets+ 2.69% 2.28% 2.07% 2.23% 2.06%
Ratio of net investment loss to average net assets+ (0.66)% (0.38)% (0.30)% (0.48)% (0.18)%
Portfolio turnover rate 40% 61% 3% 3% 12%
Net assets, end of period (in thousands) $21,666 $ 17,976 $22,372 $20,632 $21,972
Ratios with reduction for fees paid indirectly:
Net expenses 2.68% 2.29% 2.05% 2.21% 2.04%
Net investment loss (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 with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
22
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS C 9/30/03 9/30/02 9/31/01 9/30/00 9/30/99
Net asset value, beginning of period $ 14.69 $ 18.53 $ 22.16 $ 19.78 $ 18.02
------- -------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.12) $ (0.10) $ 0.04 $ (0.15) $ (0.04)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 3.13 (3.02) (2.12) 3.04 1.95
------- -------- ------- ------- -------
Net increase (decrease) from investment operations $ 3.01 $ (3.12) $ (2.08) $ 2.89 $ 1.91
Distributions to shareowners:
Net investment income (0.10) - (0.02) - -
Net realized gain (2.11) (0.72) (1.53) (0.51) (0.15)
------- -------- ------- ------- -------
Net increase (decrease) in net asset value $ 0.80 $ (3.84) $ (3.63) $ 2.38 $ 1.76
------- -------- ------- ------- -------
Net asset value, end of period $ 15.49 $ 14.69 $ 18.53 $ 22.16 $ 19.78
------- -------- ------- ------- -------
Total return* 21.61% (17.79)% (9.98)% 14.83% 10.60%
Ratio of net expenses to average net assets+ 2.48% 2.32% 2.15% 2.19% 2.08%
Ratio of net investment loss to average net assets+ (0.44)% (0.42)% (0.39)% (0.43)% (0.22)%
Portfolio turnover rate 40% 61% 3% 3% 12%
Net assets, end of period (in thousands) $ 6,349 $ 4,256 $ 4,431 $ 3,588 $ 4,039
Ratios with reduction for fees paid indirectly:
Net expenses 2.47% 2.32% 2.11% 2.16% 2.06%
Net investment loss (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 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.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
23
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
4/1/03
to
9/30/03
CLASS R (a)
Net asset value, beginning of period $ 13.91
-------
Increase from investment operations:
Net investment income $ 0.05
Net realized and unrealized gain on investments and
foreign currency transactions 2.34
-------
Net increase from investment operations $ 2.39
Distributions to shareowners:
Net investment income (0.06)
Net realized gain -
-------
Net increase in net asset value $ 2.33
-------
Net asset value, end of period $ 16.24
-------
Total return* 17.19%
Ratio of net expenses to average net assets+ 1.42%**
Ratio of net investment income to average net assets+ 0.71%**
Portfolio turnover rate 40%**
Net assets, end of period (in thousands) $ 1
Ratios with reduction for fees paid indirectly:
Net expenses 1.42%**
Net investment income 0.71%**
* 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.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
(a) Class R shares were first publicly offered on April 1, 2003.
The accompanying notes are an integral part of these financial statements.
24
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/03
- --------------------------------------------------------------------------------
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 on April 1, 2003. Each class
of shares represents an interest in the same portfolio of investments of the
Fund and has 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 income, expenses and gains and losses
on investments during the reporting period. Actual results could differ from
those estimates. The following is a summary of significant accounting policies
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. Trading in foreign securities is substantially
completed each day at various
25
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
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 characterization of distributions to shareowners for financial
reporting purposes is determined in accordance with federal income tax
rules. Therefore, the source of the Fund's distributions may be shown in
the accompanying financial statements as either
26
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
For the year ended September 30, 2003, the Fund 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 reclassification has no impact
on the net asset value of the Fund and presents the Fund's capital
accounts on a tax basis.
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 415,209,630
------------
Total $439,546,576
- --------------------------------------------------------------------------------
The difference between book-basis and tax-basis unrealized appreciation
is attributable to the tax deferral of losses on wash sales.
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 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
27
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
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 September 30, 2003, 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 $213,912 in underwriting commissions on the
sale of Fund shares during the year ended September 30, 2003.
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 the 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.
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
28
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
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[RegTM] Value Index.
Pursuant to a shareowner vote on April 17, 2003 the benchmark was changed from
the Lipper Growth & Income Funds Index effective May 1, 2003; however, the
Lipper Index will be used for monthly periods prior to May 1, 2003 until it is
eventually phased out. The performance comparison is made for a rolling
36-month period. For the year ended September 30, 2003, the aggregate
performance adjustment resulted in an increase to the basic fee of $3,015,321.
For year ended September 30, 2003, the net management fee was equivalent to
0.70% of average daily net assets.
29
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
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 September 30, 2003, $2,198,519 was payable
to PIM related to management fees, administration fees 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 $725,105 in transfer agent
fees payable to PIMSS at September 30, 2003.
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 and Class R Plan) in accordance with Rule 12b-1
under 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 $691,727 in
distribution fees payable to PFD at September 30, 2003. The Fund also has
adopted a separate service plan for Class R shares (Service Plan). The Service
Plan authorizes the Fund to pay securities dealers, plan administrators or
other service organizations that agree to provide certain services to
retirement plans or plan participants holding shares of the Fund a service fee
of up to 0.25% of the Fund's average daily net assets attributable to Class R
shares held by such plans.
In addition, redemptions of each class of shares may be subject to a contingent
deferred sales charge (CDSC). A CDSC of 1.00% may
30
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
year ended September 30, 2003, CDSCs in the amount of $39,982 were paid to PFD.
5. Expense Offsets
The Fund has entered into certain expense offset arrangements resulting in a
reduction in the Fund's total expenses. For the year ended September 30, 2003,
the Fund's expenses were reduced by $65,846 under such arrangements.
6. Line of Credit
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 year ended
September 30, 2003, the Fund had no borrowings under this agreement.
ADDITIONAL INFORMATION (unaudited)
For the fiscal year ended September 30, 2003 certain dividends paid by the Fund
may be subject to a maximum tax rate of 15%, as provided for by the Jobs and
Growth Tax Relief Reconciliation Act of 2003. The Fund intends to designate up
to the maximum amount of such dividend allowable under the Act, as taxed at a
maximum rate of 15%. Complete information will be computed and reported in
conjunction with your 2003 Form 1099-DIV.
The qualifying percentage of the Fund's ordinary income dividends for the
purposes of the corporate dividends received deduction was 100.00%.
31
Pioneer Value Fund
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
To the Board of Trustees and Shareowners
of Pioneer Value Fund:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Value Fund (the "Fund") as of September
30, 2003, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the two years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audit. The financial highlights for each of the three years in the period ended
September 30, 2001 were audited by other auditors who have ceased operations
and whose report, dated November 5, 2001, expressed an unqualified opinion on
those financial highlights.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of securities as of September 30, 2003, by correspondence with the
custodian and brokers or by other appropriate auditing procedures where replies
from brokers were not received. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Value Fund at September 30, 2003, the results of its operations for the
year then ended, and the changes in its net assets and the financial highlights
for each of the two years in the period then ended in conformity with
accounting principles generally accepted in the United States.
/s/ Ernst & Young LLP
Boston, Massachusetts
November 7, 2003
32
Pioneer Value Fund
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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 Fixed Income
Pioneer Fund Pioneer America Income Trust
Pioneer Balanced Fund Pioneer Bond Fund
Pioneer Core Equity Fund Pioneer High Yield Fund
Pioneer Equity Income Fund Pioneer Stable Value Fund
Pioneer Growth Shares Pioneer Strategic Income Fund
Pioneer Mid Cap Growth Fund Pioneer Tax Free Income Fund
Pioneer Mid Cap Value Fund
Pioneer Real Estate Shares
Pioneer Small Cap Value Fund Money Market
Pioneer Small Company Fund Pioneer Cash Reserves Fund*
Pioneer Value Fund
International/Global Equity
Pioneer Emerging Markets Fund
Pioneer Europe Select Fund
Pioneer Europe Fund
Pioneer International Equity Fund
Pioneer International Value Fund
*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.
33
Pioneer Value Fund
- --------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETING
- --------------------------------------------------------------------------------
On April 17, 2003, the Fund held a special meeting of shareowners to vote on
four proposals. All proposals were passed by a shareowner vote. Here are the
detailed results of the votes.
Proposal 1 -- To elect Trustees.
Nominee Affirmative Withheld
John F. Cogan, Jr. 131,316,161.509 4,682,831.819
Mary K. Bush 130,919,746.682 5,079,246.646
Richard H. Egdhal, M.D. 131,116,037.434 4,882,955.894
Daniel T. Geraci 131,465,278.911 4,533,714.417
Margaret B.W. Graham 131,651,926.363 4,347,066.965
Marguerite A. Piret 131,681,675.401 4,317,317.927
Stephen K. West 131,225,468.302 4,773,525.026
John Winthrop 131,629,114.326 4,369,879.002
Proposal 2 -- To approve a new management contract.
Affirmative Against Abstain
116,717,880.170 5,309,561,676 5,418,641.482
Proposal 3 -- To approve a policy allowing Pioneer and the board of trustees to
appoint or terminate subavisers and to approve amendments to subadvisory
agreements without shareowner approval.
Affirmative Against Abstain
113,288,407.804 8,713,313.866 5,444,361.658
Proposal 4 (a) -- To approve a change to the Fund's investment policy on senior
securities.
Affirmative Against Abstain
112,106,539.472 5,835,558.421 9,503,985.435
Proposal 4 (b) -- To approve a change to the Fund's investment policy on
borrowing.
Affirmative Against Abstain
111,745,921.414 6,167,176.590 9,532,985.324
Proposal 4 (c) -- To approve a change to the Fund's investment policy on real
estate.
Affirmative Against Abstain
112,027,203.887 5,893,564.523 9,525,314.918
34
Pioneer Value Fund
Proposal 4 (d) -- To approve a change to the Fund's investment policy on loans.
Affirmative Against Abstain
111,884,746.670 6,013,398.302 9,547,938.356
Proposal 4 (e) -- To approve a change to the Fund's investment policy on
commodities.
Affirmative Against Abstain
112,047,761.376 5,873,483.445 9,524,838.507
Proposal 4 (f) -- To approve a change to the Fund's investment policy on
diversification.
Affirmative Against Abstain
112,103,803.333 5,821,593.648 9,520,686.347
Proposal 4 (g) -- To approve a change to the Fund's investment policy on acting
as an underwriter.
Affirmative Against Abstain
112,065,952.398 5,839,395.790 9,540,735.140
Proposal 4 (h) -- To approve a change to the Fund's investment policy on
concentration.
Affirmative Against Abstain
112,156,139.386 5,753,145.267 9,536,798.675
Proposal 4 (i) -- To approve a change to the Fund's investment policy on
guarantees.
Affirmative Against Abstain
111,769,626.097 6,160,189.794 9,516,267.437
Proposal 4 (j) -- To approve a change to the Fund's investment policy on margin.
Affirmative Against Abstain
111,760,966.765 6,162,027.007 9,523,089.556
Proposal 4 (k) -- To approve a change to the Fund's investment policy on short
sales.
Affirmative Against Abstain
111,775,882.614 6,152,881.708 9,517,319.006
35
Pioneer Value Fund
RESULTS OF SHAREOWNER MEETING (continued)
Proposal 4 (l) -- To approve a change to the Fund's investment policy on
exercising control.
Affirmative Against Abstain
111,960,927.983 5,951,920.851 9,533,234.494
Proposal 4 (m) -- To approve a change to the Fund's investment policy on other
investment companies.
Affirmative Against Abstain
111,974,593.760 5,917,533.950 9,553,955.618
Proposal 4 (n) -- To approve a change to the Fund's investment policy on
fundamental treatment.
Affirmative Against Abstain
111,952,303.854 5,959,960.079 9,533,819.395
Proposal 4 (o) -- To approve a change to the Fund's investment policy on
qualification for foreign registration.
Affirmative Against Abstain
111,991,168.057 5,894,164.416 9,560,164.855
Proposal 4 (p) -- To approve a change to the Fund's investment policy on foreign
restrictions.
Affirmative Against Abstain
111,904,415.009 5,993,873.345 9,547,794.974
36
Pioneer Value Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Auditors
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Trustees and Officers
The Fund's Board of Trustees provides broad supervision over the Fund's
affairs. The officers of the Fund are responsible for the Fund's operations.
The Fund's Trustees and officers are listed below, together with their
principal occupations during the past five years. Trustees who are interested
persons of the Fund within the meaning of the Investment Company Act of 1940
are referred to as Interested Trustees. Trustees who are not interested persons
of the Fund are referred to as Independent Trustees. Each of the Trustees
serves as a trustee of each of the 51 U.S. registered investment portfolios for
which Pioneer Investment Management, Inc. ("Pioneer") serves as investment
adviser (the "Pioneer Funds"). The address for all Interested Trustees and all
officers of the Fund is 60 State Street, Boston, Massachusetts 02109.
The Fund's statement of additional information provides more detailed
information regarding the Fund's Trustees and is available upon request,
without charge, by calling 1-800-225-6292.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). They're also
online at pioneerfunds.com.
37
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INTERESTED TRUSTEES
- ---------------------------------------------------------------------------------------------------
Name and Age Position Held With the Fund Term of Office/Length of Service
John F. Cogan, Jr. (77)* Chairman of the Board, Since 1982. Serves until a successor
Trustee and President trustee is elected or earlier retirement
or removal
- ---------------------------------------------------------------------------------------------------
Osbert M. Hood (51)* Trustee and Since June, 2003. Serves until a
Executive Vice President successor trustee is elected or earlier
retirement or removal.
* Mr. Cogan and Mr. Hood are Interested Trustees because each is an officer or director of Pioneer
and certain of its affiliates.
- ---------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- ---------------------------------------------------------------------------------------------------
Name, Age and Address Position Held With the Fund Term of Office/Length of Service
Mary K. Bush (55) Trustee Since 1997. Serves until a successor
3509 Woodbine Street, trustee is elected or earlier retirement
Chevy Chase, MD 20815 or removal.
- ---------------------------------------------------------------------------------------------------
Richard H. Egdahl, M.D. (76) Trustee Since 1992. Serves until a successor
Boston University Healthcare trustee is elected or earlier retirement
Entrepreneurship Program, or removal.
53 Bay State Road,
Boston, MA 02215
- ---------------------------------------------------------------------------------------------------
38
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Principal Occupation During Past Five Years Other Directorships Held by this Trustee
Deputy Chairman and a Director of Pioneer Global Director of Harbor Global Company,
Asset Management S.p.A. ("PGAM"); Non-Executive Ltd.
Chairman and a Director of Pioneer Investment
Management USA Inc. ("PIM-USA"); Chairman and
a Director of Pioneer; Director of Pioneer Alternative
Investment Management Limited (Dublin); President
and a Director of Pioneer Alternative Investment
Management (Bermuda) Limited and affiliated funds;
President and a Director of Pioneer Funds Distributor,
Inc. ("PFD"); President of all of the Pioneer Funds; and
Of Counsel (since 2000, partner prior to 2000), Hale
and Dorr LLP (counsel to PIM-USA and the Pioneer
Funds)
- ---------------------------------------------------------------------------------------------------
President and Chief Executive Officer, PIM-USA since None
May, 2003 (Director since January, 2001); President
and Director of Pioneer since May, 2003; Chairman
and Director of Pioneer Investment Management
Shareholder Services, Inc. ("PIMSS") since May, 2003;
Executive Vice President of all of the Pioneer Funds
since June, 2003; Executive Vice President and Chief
Operating Officer of PIM-USA, November 2000-May
2003; Executive Vice President, Chief Financial Officer
and Treasurer, John Hancock Advisers, L.L.C., Boston,
MA, November 1999-November 2000; Senior Vice
President and Chief Financial Officer, John Hancock
Advisers, L.L.C., April 1997-November 1999
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Principal Occupation During Past Five Years Other Directorships Held by this Trustee
President, Bush International (international financial Director of Brady Corporation
advisory firm) (industrial identification and specialty
coated material products
manufacturer), Millennium
Chemicals, Inc. (commodity
chemicals), Mortgage Guaranty
Insurance Corporation, and R.J.
Reynolds Tobacco Holdings, Inc.
(tobacco)
- ---------------------------------------------------------------------------------------------------
Alexander Graham Bell Professor of Health Care None
Entrepreneurship, Boston University; Professor
of Management, Boston University School of
Management; Professor of Public Health, Boston
University School of Public Health; Professor of
Surgery, Boston University School of Medicine; and
University Professor, Boston University
- ---------------------------------------------------------------------------------------------------
39
- ---------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- ---------------------------------------------------------------------------------------------------
Name, Age and Address Position Held With the Fund Term of Office/Length of Service
Margaret B.W. Graham (56) Trustee Since 1990. Serves until a successor
1001 Sherbrooke Street West, trustee is elected or earlier retirement
Montreal, Quebec, Canada or removal.
H3A 1G5
- ---------------------------------------------------------------------------------------------------
Marguerite A. Piret (55) Trustee Since 1982. Serves until a successor
One Boston Place, 28th Floor, trustee is elected or earlier retirement
Boston, MA 02108 or removal.
- ---------------------------------------------------------------------------------------------------
Stephen K. West (75) Trustee Since 1993. Serves until a successor
125 Broad Street, trustee is elected or earlier retirement
New York, NY 10004 or removal.
- ---------------------------------------------------------------------------------------------------
John Winthrop (67) Trustee Since 1985. Serves until a successor
One North Adgers Wharf, trustee is elected or earlier retirement
Charleston, SC 29401 or removal.
- ---------------------------------------------------------------------------------------------------
TRUST OFFICERS
- ---------------------------------------------------------------------------------------------------
Name and Age Position Held With the Fund Term of Office/Length of Service
Dorothy E. Bourassa (55) Secretary Serves at the discretion of board.
- ---------------------------------------------------------------------------------------------------
Christopher J. Kelley (38) Assistant Secretary Serves at the discretion of board.
- ---------------------------------------------------------------------------------------------------
David C. Phelan (46) Assistant Secretary Serves at the discretion of board.
- ---------------------------------------------------------------------------------------------------
Vincent Nave (58) Treasurer Serves at the discretion of board.
- ---------------------------------------------------------------------------------------------------
Luis I. Presutti (38) Assistant Treasurer Serves at the discretion of board.
- ---------------------------------------------------------------------------------------------------
Gary Sullivan (45) Assistant Treasurer Serves at the discretion of board.
- ---------------------------------------------------------------------------------------------------
40
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Other Directorships Held by this
Principal Occupation During Past Five Years Trustee
Founding Director, The Winthrop Group, Inc. (consulting None
firm); Professor of Management, Faculty of Management,
McGill University
- ---------------------------------------------------------------------------------------------------
President and Chief Executive Officer, Newbury, Piret & None
Company, Inc. (investment banking firm)
- ---------------------------------------------------------------------------------------------------
Senior Counsel, Sullivan & Cromwell (law firm) Director, The Swiss Helvetia
Fund, Inc. (closed-end investment
company) and AMVESCAP PLC
(investment managers)
- ---------------------------------------------------------------------------------------------------
President, John Winthrop & Co., Inc. None
(private investment firm)
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Other Directorships Held by this
Principal Occupation During Past Five Years Officer
Secretary of PIM-USA: Senior Vice President-Legal of None
Pioneer; and Secretary/Clerk of most of PIM-USA's
subsidiaries since October 2000; Secretary of all of the
Pioneer Funds since September 2003; (Assistant Secretary
from November 2000 to September 2003); and Senior
Counsel, Assistant Vice President and Director of Compliance
of PIM-USA from April 1998 through October 2000
- ---------------------------------------------------------------------------------------------------
Assistant Vice President and Senior Counsel of Pioneer None
since July 2002; Vice President and Senior Counsel of
BISYS Fund Services, Inc. (April 2001 to June 2002);
Senior Vice President and Deputy General Counsel of
Funds Distributor, Inc. (July 2000 to April 2001; Vice
President and Associate General Counsel from July 1996
to July 2000); Assistant Secretary of all of the Pioneer
Funds since September 2003
- ---------------------------------------------------------------------------------------------------
Partner, Hale and Dorr LLP. Assistant Secretary of all of the None
Pioneer Funds since September 2003
- ---------------------------------------------------------------------------------------------------
Vice President-Fund Accounting, Administration and Custody None
Services of Pioneer (Manager from September 1996 to
February 1999); and Treasurer of all of the Pioneer Funds
(Assistant Treasurer from June 1999 to November 2000)
- ---------------------------------------------------------------------------------------------------
Assistant Vice President-Fund Accounting, Administration None
and Custody Services of Pioneer (Fund Accounting Manager
from 1994 to 1999); and Assistant Treasurer of all of the
Pioneer Funds since November 2000
- ---------------------------------------------------------------------------------------------------
Fund Accounting Manager-Fund Accounting, Administration None
and Custody Services of Pioneer; and Assistant Treasurer of
all of the Pioneer Funds since May 2002
- ---------------------------------------------------------------------------------------------------
41
- ---------------------------------------------------------------------------------------------------
FUND OFFICERS
- ---------------------------------------------------------------------------------------------------
Name and Age Position Held With the Fund Term of Office/Length of Service
Katherine Kim Sullivan (29) Assistant Treasurer Serves at the discretion of board.
- ---------------------------------------------------------------------------------------------------
42
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Other Directorships Held by this
Principal Occupation During Past Five Years Officer
Fund Administration Manager - Fund Accounting, None
Administration and Custody Services since June 2003;
Assistant Vice President - Mutual Fund Operations of
State Street Corporation from June 2002 to June 2003
(formerly Deutsche Bank Asset Management); Pioneer
Fund Accounting, Administration and Custody Services
(Fund Accounting Manager from August 1999 to May 2002,
Fund Accounting Supervisor from 1997 to July 1999);
Assistant Treasurer of all of the Pioneer Funds since
September 2003.
- ---------------------------------------------------------------------------------------------------
43
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This page for your notes.
44
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This page for your notes.
45
- --------------------------------------------------------------------------------
HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
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
This report must be preceded or accompanied by a current Fund prospectus. For
more information about any Pioneer fund, call your financial advisor, or call
Pioneer directly at 1-800-225-6292. Please request a free prospectus, which
contains information about fund charges and expenses. Read it carefully before
you invest or send money.
[LOGO]
Pioneer Investment Management, Inc.
60 State Street
Boston, Massachusetts 02109
www.pioneerfunds.com
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.
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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
Not applicable; to be answered on annual submissions after December 15, 2003.
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.
Filed herewith.
(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 November 26, 2003
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 November 26, 2003
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date November 26, 2003
* Print the name and title of each signing officer under his or her signature.