Exhibit 17.(j) - -------------------------------------------------------------------------------- Pioneer Cullen Value Fund - -------------------------------------------------------------------------------- Semiannual Report | December 31, 2008 - -------------------------------------------------------------------------------- Ticker Symbols: Class A CVFCX Class B CVFBX Class C CVCFX Class R CVRFX Class Y CVFYX Class Z CVFZX [LOGO]PIONEER Investments(R) visit us: pioneerinvestments.com Table of Contents Letter to Shareowners 2 Portfolio Summary 8 Prices and Distributions 9 Performance Update 10 Comparing Ongoing Fund Expenses 16 Schedule of Investments 18 Financial Statements 24 Notes to Financial Statements 34 Approval of Sub-Advisory Agreement 40 Trustees, Officers and Service Providers 43 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 1 President's Letter Dear Shareowner, Stock and bond markets around the globe this year have experienced one of their most tumultuous periods in history. Investors have witnessed volatility of a magnitude that many have never before seen. Distance often provides the best vantage point for perspective. Still, we believe that the benefits of basic investment principles that have stood the test of time -- even in the midst of market turmoil -- cannot be underestimated. First, invest for the long term. The founder of Pioneer Investments, Philip L. Carret, began his investment career during the 1920s. One lesson he learned is that while great prosperity affords an advantageous time for selling stocks, extreme economic slumps can create opportunities for purchase. Indeed, many of our portfolio managers, who follow the value-conscious investing approach of our founder, are looking at recent market conditions as an opportunity to buy companies whose shares we believe have been unjustifiably beaten down by indiscriminate selling, but that we have identified as having strong prospects over time. While investors may be facing a sustained market downturn, we continue to believe that patience, along with staying invested in the market, are important considerations for long-term investors. A second principle is to stay diversified across different types of investments. The global scope of the current market weakness poses challenges for this basic investment axiom. But the turbulence makes now a good time to reassess your portfolio and make sure that your investments continue to meet your needs. We believe you should work closely with your financial advisor to find the mix of stocks, bonds and money market assets that is best aligned to your particular risk tolerance and investment objective. As the investment markets sort through the continuing crisis in the financial industry, we are staying focused on the fundamentals and risk management. With more than 80 years of experience behind us, we have learned how to navigate turbulent markets. At Pioneer Investments, risk management has always been a critical part of our culture -- not just during periods of extraordinary volatility. Our investment process is based on fundamental research, quantitative analysis and active portfolio management. This three-pillared process, which we apply to each of our portfolios, is supported by an integrated team approach and is designed to carefully balance risk and reward. While we 2 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 see potential chances for making money in many corners of the market, it takes research and experience to separate solid investment opportunities from speculation. We invite you to learn more about Pioneer and our time-tested approach to investing by consulting with your financial advisor or visiting us online at www.pioneerinvestments.com. Thank you for investing with Pioneer. Respectfully, /s/ Daniel K. Kingsbury Daniel K. Kingsbury President and CEO Pioneer Investment Management USA, Inc. Any information in this shareholder report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of 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. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 3 Portfolio Management Discussion | 12/31/08 Equity prices, after trending downward in early 2008, dropped precipitously during the year's final six months as weakness that started in the financials sector spread through economies both in the United States and abroad. In the following interview, James P. Cullen discusses the factors that influenced the performance of Pioneer Cullen Value Fund during the six months ended December 31, 2008. Mr. Cullen, President of Schafer Cullen Capital Management, oversees the team responsible for the daily management of the Fund. Q How did the Fund perform during the last six months of 2008? A Pioneer Cullen Value Fund Class A shares returned -24.41%, at net asset value for the six months ended December 31, 2008. During the same six-month period, the Fund's benchmark, the Standard & Poor's 500 Index, an index for the overall stock market, returned -28.48%. Over the same six months, the Russell 1000 Value Index, which measures the performance of large-cap U.S. Value stocks, returned -26.93%, and the average return of the 610 mutual funds in Lipper's Large Cap Value category was -27.93%. Q What were the principal factors affecting the Fund's performance during the six months ended December 31, 2008? A Virtually all stocks fell hard during the period. Credit problems, which first surfaced in mid-2007 among subprime mortgages and then spread throughout the financials sector, undercut the economic expansion that had produced positive results in the market for more than five years. The widespread perception that the economic expansion had ended was confirmed when the U.S. government announced that the nation's gross domestic product (GDP) declined at a 0.5% annual rate in the third quarter of 2008. As economic worries escalated, investors grew increasingly apprehensive, fleeing equities as well as corporate bonds. In a general flight to quality, investors at times were willing to accept virtually no yield for investments in short-term Treasury bills because they carried no credit risk. We maintained our investment discipline for the Fund during this challenging period, focusing on companies with strong balance sheets and relatively low stock valuations. We also emphasized corporations with a global presence, as we believed companies competing internationally would have more opportunities to succeed. Our stock selections led to relatively heavy exposures for the Fund in the consumer staples and industrials sectors. At the same time, we continued to lighten the Fund's weighting in the financials sector, the area that was hurt most directly as credit markets deteriorated. 4 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 While we maintained a relatively concentrated portfolio of stocks in about 35 different corporations, we kept the Fund well diversified by industry. At the end of the six-month period, on December 31, 2008, for example, the Fund had investments in 29 different industries. The largest weightings were in two traditionally defensive industries, the pharmaceuticals and packaged foods groups, which comprised 11% and 10% of Fund assets, respectively, at the end of the six-month period. Household products and defense contractors had the next largest weightings, each with about 6% of Fund assets. The Fund was significantly underweighted in the financials sector. Q What changes did you make in the Fund over the six months ended December 31, 2008, and how did they affect performance? A As we did in the first half of the year, we continued to reduce the Fund's exposure to the financials sector because of our belief that financials companies would continue to be pressured by the effects of the credit crisis. We added to the Fund's already strong presence in pharmaceuticals while also acquiring shares of some very attractively priced large-cap growth companies with global reaches. Bristol-Myers Squibb, a major pharmaceuticals corporation, entertainment conglomerate Disney and software corporation Oracle all were added to the Fund's portfolio during the six-month period. Each of the companies has a global presence and each was selling at very attractive prices. We also continued to reduce the Fund's investments in financials stocks, selling shares of investment bank Morgan Stanley and insurer Met Life. We also sold positions in General Electric (GE) and Brazilian oil company Petrobras. We sold GE in large part because of the difficulties that management had in explaining the problems in its financials divisions, while we took profits in Petrobras' after its share price had appreciated sharply on reaction to the discovery of new oil fields. Our investment decisions were made on a stock-by-stock basis, but the effective move away from financials stocks and toward defensive areas such as consumer staples and pharmaceuticals helped the Fund withstand the most severe effects of volatility in the market. In addition, we believe our investments in several large-cap growth companies with global franchises and low stock prices have positioned the Fund favorably for the future. During the six months ended December 31, 2008, the Fund's better-performing investments included Bristol-Myers Squibb, insurance company Chubb and telecommunications services corporation Verizon. The poorer-performing holdings included several companies whose profits were hurt when the prices for oil and other commodities prices fell sharply, such as Enso Energy and Devon Energy, as well as Anglo-American, a mining company. Q What is your investment outlook? A We maintain a five-year horizon in our strategy for the Fund, as we believe history has shown that high-quality, lower-priced corporations have performed Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 5 well over the longer term, despite shorter-term market disruptions. We also have several reasons to think the market may start recovering in the next year. First, historical trends indicate that the equity markets typically start rising three-to-six months before a recession ends. The current recession likely started more than a year ago. Normally, recessions don't last for more than 18 months, and so we think there is potential for stock prices to begin recovering by mid-year. Second, the market as of December 31, 2008, remained inexpensive. Even assuming a 20% drop in earnings, the stock market currently is cheap by historical standards after stock indices declined by almost 40% in the past year. One would have to go back to the 1980s to find a time when stocks have been so inexpensive. Third, a new administration is taking office. The first year in the term of a new president usually is a very good period for the stock market, and Barack Obama has made it clear he intends to hit the ground running, pushing an aggressive package to re-stimulate the economy. In addition, governments all over the world also are launching stimulus programs, which we believe could give added impetus for a global economic recovery. Fourth, cash is available for equity investments. Corporations have plenty of cash on their balance sheets and investors also have huge sums parked in short-term Treasuries and other low-yielding investments. There is money available to fuel a market recovery. Individually, these factors may not be sufficient enough to stimulate a market recovery. But when added together they suggest to us that it is reasonable to expect some improvement in the equity market in the months to come, especially for those investors who take a longer-term view. The long- term historical record indicates that lower-priced stocks generally perform very well during the five years following a low in the market. We believe this is a reasonable time for long-term investors to be exposed to equities, particularly those equities that are priced attractively. Please refer to the Schedule of Investments on pages 18-23 for a full listing of Fund securities. Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. 6 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 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. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 7 Portfolio Summary | 12/31/08 Portfolio Diversification - -------------------------------------------------------------------------------- (As a percentage of total investment portfolio) [THE FOLLOWING DATA WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.] U.S. Common Stocks 72.6% Depositary Receipts International Stocks 13.0% Temporary Cash Investments 14.4% Sector Distribution - -------------------------------------------------------------------------------- (As a percentage of equity holdings)* [THE FOLLOWING DATA WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.] Consumer Staples 22.1% Health Care 18.4% Industrials 18.2% Financials 9.8% Information Technology 9.6% Telecommunication Services 7.0% Consumer Discretionary 6.4% Energy 5.7% Materials 2.8% 10 Largest Holdings - -------------------------------------------------------------------------------- (As a percentage of equity holdings)* 1. Chubb Corp. 4.10% 2. ITT Corp. 3.86 3. Johnson & Johnson 3.83 4. Bristol-Myers Squibb Co. 3.82 5. Oracle Corp. 3.82 6. General Mills, Inc. 3.80 7. Raytheon Co. 3.75 8. Kraft Foods, Inc. 3.64 9. Eli Lilly & Co. 3.51 10. Unilever N.V. (A.D.R.) 3.48 * This list excludes temporary cash and derivative instruments. The portfolio is actively managed, and current holdings may be different. The holdings listed should not be considered recommendations to buy or sell any securities listed. 8 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Prices and Distributions | 12/31/08 Net Asset Value per Share - -------------------------------------------------------------------------------- Class 12/31/08 6/30/08 A $ 14.15 $ 18.97 - -------------------------------------------- B $ 14.10 $ 18.75 - -------------------------------------------- C $ 14.05 $ 18.72 - -------------------------------------------- R $ 14.04 $ 18.84 - -------------------------------------------- Y $ 14.19 $ 19.07 - -------------------------------------------- Class 12/31/08 11/1/08 Z $ 14.09 $ 15.13 - -------------------------------------------- Distributions per Share: 7/1/08-12/31/08 - -------------------------------------------------------------------------------- Net Investment Short-Term Long-Term Class Income Capital Gains Capital Gains A $ 0.1847 $ -- $ -- - ------------------------------------------------------------------ B $ 0.0105 $ -- $ -- - ------------------------------------------------------------------ C $ 0.0429 $ -- $ -- - ------------------------------------------------------------------ R $ 0.1761 $ -- $ -- - ------------------------------------------------------------------ Y $ 0.2417 $ -- $ -- - ------------------------------------------------------------------ Z* $ 0.2539 $ -- $ -- - ------------------------------------------------------------------ * Class Z shares were first publicly offered on November 1, 2008 Index Definitions - -------------------------------------------------------------------------------- The Standard & Poor's 500 Index is a commonly used measure of the broad U.S. stock market. The Russell 1000 Value Index measures the performance of large-cap U.S. value stocks. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in an index. The index defined here pertains to the "Value of $10,000 Investment" charts on pages 10-15. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 9 Performance Update | 12/31/08 Class A Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Cullen Value Fund at public offering price, compared to that of the S&P 500 Index and the Russell 1000 Value Index. Average Annual Total Returns (As of December 31, 2008) - ----------------------------------------------------------------------- Net Asset Public Offering Period Value (NAV) Price (POP) - ----------------------------------------------------------------------- Life-of-Class (7/1/00) 5.29% 4.56% 5 Years 1.89 0.69 1 Year -31.87 -35.78 - ----------------------------------------------------------------------- Expense Ratio (Per prospectus dated November 1, 2008) - ----------------------------------------------------------------------- Gross Net - ----------------------------------------------------------------------- 1.09% 1.09% - ----------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Cullen Russell 1000 Value Fund S&P 500 Index Value Index 7/00 9,425 10,000 10,000 9,894 11,036 9,274 12/01 10,105 10,419 8,172 9,305 8,802 6,367 12/03 12,847 11,445 8,192 14,663 13,333 9,083 12/05 16,619 14,273 9,529 19,383 17,448 11,032 12/07 20,705 17,418 11,638 12/08 14,105 11,000 7,333 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. NAV results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. POP returns reflect deduction of maximum 5.75% sales charge. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer Cullen Value Fund was created through the reorganization of the predecessor Cullen Value Fund on 2/28/05. The performance of Class A shares of the Fund from July 1, 2000 to February 25, 2005 is the performance of Cullen Value Fund's single class, which has been restated to reflect differences in any applicable sales charge (but not other differences in expenses). If all expenses of the Fund were reflected, the performance would be lower. 10 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Performance Update | 12/31/08 Class B Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500 Index and the Russell 1000 Value Index. Average Annual Total Returns (As of December 31, 2008) - ------------------------------------------------------------- If If Period Held Redeemed - ------------------------------------------------------------- Life-of-Class (7/1/00) 4.88% 4.88% 5 Years 1.20 1.20 1 Year -32.48 -35.18 - ------------------------------------------------------------- Expense Ratio (Per prospectus dated November 1, 2008) - ------------------------------------------------------------- Gross Net - ------------------------------------------------------------- 1.93% 1.93% - ------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Cullen Russell 1000 Value Fund S&P 500 Index Value Index 7/00 10,000 10,000 10,000 10,496 11,036 9,274 10,720 10,419 8,172 12/02 9,871 8,802 6,367 13,628 11,445 8,192 12/04 15,555 13,333 9,083 17,504 14,273 9,529 12/06 20,226 17,448 11,032 21,428 17,418 11,638 12/08 14,467 11,000 7,333 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. "If Redeemed" results reflect the deduction of the maximum applicable contingent deferred sales charge (CDSC). The maximum CDSC is 4.0% and declines over five years. Class B shares reflect the deduction of the maximum applicable contingent deferred sales charge (CDSC). All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer Cullen Value Fund was created through the reorganization of the predecessor Cullen Value Fund on 2/28/05. The performance of Class B shares of the Fund from July 1, 2000 to February 25, 2005 is the performance of Cullen Value Fund's single class, which has been restated to reflect differences in any applicable sales charge (but not other differences in expenses). If all expenses of the Fund were reflected, the performance would be lower. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 11 Performance Update | 12/31/08 Class C Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500 Index and the Russell 1000 Value Index. Average Annual Total Returns (As of December 31, 2008) - ------------------------------------------------------------- If If Period Held Redeemed - ------------------------------------------------------------- Life-of-Class (7/1/00) 4.92% 4.92% 5 Years 1.27 1.27 1 Year -32.43 -32.43 - ------------------------------------------------------------- Expense Ratio (Per prospectus dated November 1, 2008) - ------------------------------------------------------------- Gross Net - ------------------------------------------------------------- 1.85% 1.85% - ------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Cullen Russell 1000 Value Fund S&P 500 Index Value Index 7/00 10,000 10,000 10,000 10,496 11,036 9,274 10,720 10,419 8,172 12/02 9,871 8,802 6,367 13,628 11,445 8,192 12/04 15,555 13,333 9,083 17,506 14,273 9,529 12/06 20,262 17,448 11,032 21,487 17,418 11,638 12/08 14,518 11,000 7,333 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Class C shares held for less than one year are also subject to a 1% contingent deferred sales charge (CDSC). "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer Cullen Value Fund was created through the reorganization of the predecessor Cullen Value Fund on 2/28/05. The performance of Class C shares of the Fund from July 1, 2000 to February 25, 2005 is the performance of Cullen Value Fund's single class, which has been restated to reflect differences in any applicable sales charge (but not other differences in expenses). If all expenses of the Fund were reflected, the performance would be lower. 12 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Performance Update | 12/31/08 Class R Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500 Index and the Russell 1000 Value Index. Average Annual Total Returns (As of December 31, 2008) - ------------------------------------------------------------- If If Period Held Redeemed - ------------------------------------------------------------- Life-of-Class (7/1/00) 4.82% 4.82% 5 Years 1.47 1.47 1 Year -32.09 -32.09 - ------------------------------------------------------------- Expense Ratio (Per prospectus dated November 1, 2008) - ------------------------------------------------------------- Gross Net - ------------------------------------------------------------- 1.48% 1.40% - ------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Cullen Russell 1000 Value Fund S&P 500 Index Value Index 7/00 10,000 10,000 10,000 10,474 11,036 9,274 10,645 10,419 8,172 12/02 9,753 8,802 6,367 13,398 11,445 8,192 12/04 15,217 13,333 9,083 17,161 14,273 9,529 12/06 19,919 17,448 11,032 21,218 17,418 11,638 12/08 14,410 11,000 7,333 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The performance of Class R shares for the period prior to the commencement of operations of Class R shares on November 1, 2006, is based on the performance of the Fund's Class A shares, reduced to reflect the higher distribution and service fees of Class R shares. For the period after November 1, 2006, the actual performance of Class R shares is reflected. Class R shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available, for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The net expense ratio reflects the contractual expense limitations currently in effect through 11/1/09 for Class R Shares. There can be no assurance that Pioneer will extend the expense limitations beyond such time. Please see the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer Cullen Value Fund was created through the reorganization of the predecessor Cullen Value Fund on 2/28/05. The performance of Class R shares of the Fund from July 1, 2000 to February 25, 2005 is the performance of Cullen Value Fund's single class, which has been restated to reflect the higher distribution and service fees of the Fund's Class R shares. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 13 Performance Update | 12/31/08 Class Y Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500 Index and the Russell 1000 Value Index. Average Annual Total Returns (As of December 31, 2008) - ------------------------------------------------------------- If If Period Held Redeemed - ------------------------------------------------------------- Life-of-Class (7/1/00) 5.45% 5.45% 5 Years 2.14 2.14 1 Year -31.63 -31.63 - ------------------------------------------------------------- Expense Ratio (Per prospectus dated November 1, 2008) - ------------------------------------------------------------- Gross Net - ------------------------------------------------------------- 0.75% 0.75% - ------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Cullen Russell 1000 Value Fund S&P 500 Index Value Index 7/00 10,000 10,000 10,000 10,496 11,036 9,274 10,720 10,419 8,172 12/02 9,871 8,802 6,367 13,628 11,445 8,192 12/04 15,555 13,333 9,083 17,662 14,273 9,529 12/06 20,678 17,448 11,032 22,161 17,418 11,638 12/08 15,150 11,000 7,333 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Performance for periods prior to the inception of Y shares reflects the NAV performance of the Fund's A shares. The performance does not reflect differences in expenses, including the Rule 12b-1 fees applicable to A shares. Since fees for A shares are generally higher than those of Y shares, the performance shown for Y shares prior to their inception would have been higher. Class Y shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer Cullen Value Fund was created through the reorganization of the predecessor Cullen Value Fund on 2/28/05. The performance of Class Y shares of the Fund from July 1, 2000 to February 25, 2005 is the performance of Cullen Value Fund's single class, which has not been restated to reflect any differences in expenses. Cullen Value Fund had higher expenses than those of the Fund's Class Y shares. 14 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Performance Update | 12/31/08 Class Z Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500 Index and the Russell 1000 Value Index. Average Annual Total Returns (As of December 31, 2008) - ------------------------------------------------------------- If If Period Held Redeemed - ------------------------------------------------------------- 10 Years 5.30% 5.30% 5 Years 1.90 1.90 1 Year -31.82 -31.82 - ------------------------------------------------------------- Expense Ratio (Per prospectus dated November 1, 2008) - ------------------------------------------------------------- Gross Net - ------------------------------------------------------------- 0.84% 0.84% - ------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Cullen Russell 1000 Value Fund S&P 500 Index Value Index 7/00 10,000 10,000 10,000 10,496 11,036 9,274 10,720 10,419 8,172 12/02 9,871 8,802 6,367 13,628 11,445 8,192 12/04 15,555 13,333 9,083 17,629 14,273 9,529 12/06 20,561 17,448 11,032 21,964 17,418 11,638 12/08 14,975 11,000 7,333 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Performance shown for periods prior to the inception of Class Z shares on November 1, 2008 reflects the NAV performance of the Fund's Class A shares. The performance does not reflect differences in expenses, including the Rule 12b-1 fees applicable to Class A shares. Since fees for Class A shares are generally higher than those of Class Z shares, the performance for Class Z shares prior to their inception April 30, 2007 would have been higher. Class Z shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 15 Comparing Ongoing Fund Expenses As a shareowner in the Fund, you incur two types of costs: (1) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses; and (2) transaction costs, including sales charges (loads) on purchase payments. This example is intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 at the beginning of the Fund's latest six-month period and held throughout the six months. Using the Tables - -------------------------------------------------------------------------------- Actual Expenses The first table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period as follows: (1) Divide your account value by $1,000 Example: an $8,600 account value [divided by] $1,000 = 8.6 (2) Multiply the result in (1) above by the corresponding share class's number in the third row under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund Based on actual returns from July 1, 2008 through December 31, 2008. Share Class A B C R Y Z Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 Value on 7/1/08 - --------------------------------------------------------------------------------------------------------------------------- Ending Account Value $ 755.90 $ 752.60 $ 752.90 $ 754.90 $ 757.20 $ 948.60 (after expenses) on 12/31/08 - --------------------------------------------------------------------------------------------------------------------------- Expenses Paid $ 4.99 $ 9.03 $ 8.46 $ 6.18 $ 3.62 $ 1.28 During Period* - --------------------------------------------------------------------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 1.13%, 2.05%, 1.92%, 1.40%, 0.82% and 0.79% for Class A, Class B, Class C, Class R and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 184/366 and 61/366 for Class Z (to reflect the one-half year period). 16 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Hypothetical Example for Comparison Purposes The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) that are charged at the time of the transaction. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund Based on a hypothetical 5% per year return before expenses, reflecting the period from July 1, 2008 through December 31, 2008. Share Class A B C R Y Z Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 Value on 7/1/08 - --------------------------------------------------------------------------------------------------------------------------- Ending Account Value $ 1,019.46 $ 1,014.83 $ 1,015.48 $ 1,018.10 $ 1,021.01 $ 1,007.02 (after expenses) on 12/31/08 - --------------------------------------------------------------------------------------------------------------------------- Expenses Paid $ 5.74 $ 10.38 $ 9.73 $ 7.10 $ 4.17 $ 1.32 During Period* - --------------------------------------------------------------------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 1.13%, 2.05%, 1.92%, 1.40%, 0.82% and 0.71% for Class A, Class B, Class C, Class R and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 184/366 and 61/366 for Class Z (to reflect the one-half year period). Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 17 Schedule of Investments | 12/31/08 (unaudited) Shares Value COMMON STOCKS -- 93.8% ENERGY -- 5.3% Integrated Oil & Gas -- 0.9% 1,935,000 Gazprom (A.D.R.)* (b) $ 27,518,796 - ------------------------------------------------------------------------- Oil & Gas Drilling -- 1.8% 2,081,650 ENSCO International, Inc. (b) $ 59,098,044 - ------------------------------------------------------------------------- Oil & Gas Exploration & Production -- 2.6% 1,266,650 Devon Energy Corp. $ 83,231,572 -------------- Total Energy $ 169,848,412 - ------------------------------------------------------------------------- MATERIALS -- 2.6% Construction Materials -- 0.6% 2,155,889 Cemex SA (A.D.R.)* (b) $ 19,704,825 - ------------------------------------------------------------------------- Diversified Metals & Mining -- 1.5% 4,090,983 Anglo American Plc (A.D.R.) $ 47,537,222 - ------------------------------------------------------------------------- Forest Products -- 0.5% 508,800 Weyerhaeuser Co. (b) $ 15,574,368 -------------- Total Materials $ 82,816,415 - ------------------------------------------------------------------------- CAPITAL GOODS -- 13.6% Aerospace & Defense -- 6.8% 2,197,300 Raytheon Co. (b) $ 112,150,192 1,916,900 United Technologies Corp. 102,745,840 -------------- $ 214,896,032 - ------------------------------------------------------------------------- Industrial Conglomerates -- 3.2% 1,794,850 3M Co. $ 103,275,669 - ------------------------------------------------------------------------- Industrial Machinery -- 3.6% 2,507,350 ITT Corp. $ 115,313,027 -------------- Total Capital Goods $ 433,484,728 - ------------------------------------------------------------------------- TRANSPORTATION -- 3.4% Air Freight & Couriers -- 1.7% 847,700 FedEx Corp. (b) $ 54,379,955 - ------------------------------------------------------------------------- Railroads -- 1.7% 952,950 Canadian National Railway Co. (b) $ 35,030,442 603,850 Canadian Pacific Railway, Ltd. (b) 20,301,437 -------------- $ 55,331,879 -------------- Total Transportation $ 109,711,834 - ------------------------------------------------------------------------- AUTOMOBILES & COMPONENTS -- 1.6% Auto Parts & Equipment -- 1.6% 2,340,700 BorgWarner, Inc. (b) $ 50,957,039 -------------- Total Automobiles & Components $ 50,957,039 - ------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. 18 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Shares Value MEDIA -- 3.2% Movies & Entertainment -- 3.2% 4,458,450 The Walt Disney Co. (b) $ 101,162,231 -------------- Total Media $ 101,162,231 - ------------------------------------------------------------------------- RETAILING -- 1.3% Home Improvement Retail -- 1.3% 1,763,250 Home Depot, Inc. $ 40,590,015 -------------- Total Retailing $ 40,590,015 - ------------------------------------------------------------------------- FOOD, BEVERAGE & TOBACCO -- 17.5% Agricultural Products -- 2.5% 797,500 Archer Daniels Midland Co. $ 22,991,925 1,088,200 Bunge, Ltd. (b) 56,336,114 -------------- $ 79,328,039 - ------------------------------------------------------------------------- Distillers & Vintners -- 1.9% 1,049,000 Diageo Plc (A.D.R.) $ 59,520,260 - ------------------------------------------------------------------------- Packaged Foods & Meats -- 13.1% 1,868,500 General Mills, Inc. $ 113,511,375 4,050,600 Kraft Foods, Inc. 108,758,610 2,373,500 Nestle SA (A.D.R.) 92,502,416 4,232,550 Unilever N.V. (A.D.R.) (b) 103,909,103 -------------- $ 418,681,504 -------------- Total Food, Beverage & Tobacco $ 557,529,803 - ------------------------------------------------------------------------- HOUSEHOLD & PERSONAL PRODUCTS -- 3.3% Household Products -- 3.3% 1,968,600 Kimberly-Clark Corp. $ 103,823,961 -------------- Total Household & Personal Products $ 103,823,961 - ------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SERVICES -- 2.0% Health Care Equipment -- 2.0% 1,792,550 Covidien, Ltd. $ 64,962,012 -------------- Total Health Care Equipment & Services $ 64,962,012 - ------------------------------------------------------------------------- PHARMACEUTICALS & BIOTECHNOLOGY -- 15.2% Pharmaceuticals -- 15.2% 1,558,500 Astrazeneca Plc (A.D.R.)* (b) $ 63,945,255 4,917,200 Bristol-Myers Squibb Co. (b) 114,324,900 2,606,200 Eli Lilly & Co. (b) 104,951,674 2,299,700 GlaxoSmithKline Plc (A.D.R.) (b) 85,709,819 1,911,600 Johnson & Johnson (b) 114,371,028 -------------- $ 483,302,676 -------------- Total Pharmaceuticals & Biotechnology $ 483,302,676 - ------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 19 Schedule of Investments | 12/31/08 (unaudited) (continued) Shares Value DIVERSIFIED FINANCIALS -- 5.4% Diversified Financial Services -- 4.6% 2,390,550 Bank of America Corp. $ 33,658,944 2,232,400 Citigroup, Inc. (b) 14,979,404 3,107,050 J.P. Morgan Chase & Co. 97,965,287 -------------- $ 146,603,635 - ------------------------------------------------------------------------- Investment Banking & Brokerage -- 0.8% 2,105,800 Merrill Lynch & Co., Inc. (b) $ 24,511,512 -------------- Total Diversified Financials $ 171,115,147 - ------------------------------------------------------------------------- INSURANCE -- 3.8% Property & Casualty Insurance -- 3.8% 2,401,800 Chubb Corp. $ 122,491,800 -------------- Total Insurance $ 122,491,800 - ------------------------------------------------------------------------- SOFTWARE & SERVICES -- 3.6% Systems Software -- 3.6% 6,439,000 Oracle Corp.* (b) $ 114,163,470 -------------- Total Software & Services $ 114,163,470 - ------------------------------------------------------------------------- TECHNOLOGY HARDWARE & EQUIPMENT -- 5.4% Communications Equipment -- 1.9% 3,962,250 Nokia Corp. (A.D.R.) $ 61,811,100 - ------------------------------------------------------------------------- Computer Hardware -- 2.9% 2,568,000 Hewlett-Packard Co. $ 93,192,720 - ------------------------------------------------------------------------- Technology Distributors -- 0.6% 1,013,800 Arrow Electronics, Inc.* $ 19,099,992 -------------- Total Technology Hardware & Equipment $ 174,103,812 - ------------------------------------------------------------------------- TELECOMMUNICATION SERVICES -- 6.6% Integrated Telecommunication Services -- 5.4% 3,364,000 AT&T Corp. $ 95,874,000 2,224,250 Verizon Communications, Inc. 75,402,075 -------------- $ 171,276,075 - ------------------------------------------------------------------------- Wireless Telecommunication Services -- 1.2% 1,859,200 Vodafone Group Plc (A.D.R.) $ 38,002,048 -------------- Total Telecommunication Services $ 209,278,123 - ------------------------------------------------------------------------- TOTAL COMMON STOCKS (Cost $3,801,947,959) $2,989,341,478 - ------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. 20 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Principal Amount Value TEMPORARY CASH INVESTMENTS -- 15.7% Repurchase Agreements -- 8.9% $ 50,570,000 Bank of America, 0.01%, dated 12/31/08, repurchase price of $50,570,000 plus accrued interest on 1/2/09 collateralized by $37,244,300 U.S. Treasury Bond, 4.5%, 5/15/38 $ 50,570,000 56,570,000 Bank of America, 0.07%, dated 12/31/08, repurchase price of $56,570,000 plus accrued interest on 1/2/09 collateralized by $56,728,264 Federal National Mortgage Association, 6.0%, 10/1/38 56,570,000 56,570,000 Barclays Plc, 0.03%, dated 12/31/08, repurchase price of $56,570,000 plus accrued interest on 1/2/09 collateralized by the following: $20,300,997 Federal National Mortgage Association, 4.0 - 5.0%, 9/1/23 - 12/1/33 $5,526,916 Federal Home Loan Mortgage Corp., 5.924%, 1/1/37 $45,984,187 Federal National Mortgage Association (ARM), 4.684 - 5.551%, 9/1/35 - 4/1/38 56,570,000 56,585,000 Deutsche Bank, 0.10%, dated 12/31/08, repurchase price of $56,585,000 plus accrued interest on 1/2/09 collateralized by $75,787,436 Freddie Mac Giant, 7.0%, 11/1/37 56,585,000 62,570,000 JPMorgan Chase & Co., 0.04%, dated 12/31/08, repurchase price of $62,570,000 plus accrued interest on 1/2/09 collateralized by $63,555,646 Federal National Mortgage Association, 4.0 - 7.5%, 12/1/13 - 1/1/39 62,570,000 -------------- $ 282,865,000 - ---------------------------------------------------------------------------------------------- Securities Lending Collateral -- 6.8% Certificates of Deposit: 5,051,345 Abbey National Plc, 3.15%, 8/13/09 $ 5,051,345 5,050,659 Bank of Nova Scotia, 3.21%, 5/5/09 5,050,659 8,072,432 Bank of Scotland NY, 2.92%, 6/5/09 8,072,432 9,092,422 Barclays Bank, 1.5%, 5/27/09 9,092,422 1,606,011 Calyon NY, 4.62%, 1/16/09 1,606,011 10,102,691 CBA, 4.87%, 7/16/09 10,102,691 9,092,422 DNB NOR Bank ASA NY, 3.04%, 6/5/09 9,092,422 9,254,065 Intesa SanPaolo S.p.A., 1.44%, 5/22/09 9,254,065 585,161 NORDEA NY, 4.13%, 4/9/09 585,161 7,577,018 Royal Bank of Canada NY, 2.7%, 8/7/09 7,577,018 5,051,345 Royal Bank of Scotland, 3.06%, 3/5/09 5,051,345 1,009,801 Skandinavian Enskilda Bank NY, 3.06%, 2/13/09 1,009,801 10,102,691 Societe Generale, 3.29%, 9/4/09 10,102,691 9,092,422 Svenska Bank NY, 4.61%, 7/8/09 9,092,422 10,102,691 U.S. Bank NA, 2.25%, 8/24/09 10,102,691 -------------- $ 100,843,174 - ---------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 21 Schedule of Investments | 12/31/08 (unaudited) (continued) Principal Amount Value Commercial Paper: $ 962,675 BBVA U.S., 2.83%, 3/12/09 $ 962,675 10,102,691 Monumental Global Funding, Ltd., 2.5%, 8/17/09 10,102,691 5,051,345 CME Group, Inc., 2.9%, 8/6/09 5,051,345 5,050,811 General Electric Capital Corp., 2.86%, 3/16/09 5,050,811 9,920,842 American Honda Finance Corp., 4.95%, 7/14/09 9,920,842 10,102,691 HSBC Bank, Inc., 2.5%, 8/14/09 10,102,691 5,051,345 IBM, 2.39%, 9/25/09 5,051,345 9,092,422 MetLife Global Funding, 3.19%, 6/12/09 9,092,422 9,092,422 New York Life Global, 2.13%, 9/4/09 9,092,422 8,587,287 Westpac Banking Corp., 2.34%, 6/1/09 8,587,287 -------------- $ 73,014,530 - ---------------------------------------------------------------------------------------------- Tri-party Repurchase Agreements: 22,225,919 Deutsche Bank, 0.25%, 1/2/09 $ 22,225,919 1,716,245 Barclays Capital Markets, 0.5%, 1/2/09 1,716,245 -------------- $ 23,942,165 - ---------------------------------------------------------------------------------------------- Time Deposit: 10,102,691 BNP Paribas, 0.01%, 1/2/09 $ 10,102,691 - ---------------------------------------------------------------------------------------------- Shares Money Market Mutual Funds: 2,525,673 Columbia Government Reserves Fund $ 2,525,673 7,577,018 JPMorgan, U.S. Government Money Market Fund 7,577,018 -------------- $ 10,102,691 -------------- Total Securities Lending Collateral $ 218,005,250 - ---------------------------------------------------------------------------------------------- TOTAL TEMPORARY CASH INVESTMENTS (Cost $500,870,250) $ 500,870,250 - ---------------------------------------------------------------------------------------------- TOTAL INVESTMENT IN SECURITIES -- 109.5% (Cost $4,302,818,209)(a) $3,490,211,728 - ---------------------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES -- (9.5)% $ (303,329,050) - ---------------------------------------------------------------------------------------------- TOTAL NET ASSETS -- 100.0% $3,186,882,678 ============================================================================================== (A.D.R.) American Depositary Receipt * Non-income producing security. (a) At December 31, 2008, the net unrealized loss on investments based on cost for federal income tax purposes of $4,302,818,209 was as follows: Aggregate gross unrealized gain for all investments in which there is an excess of value over tax cost $ 56,334,264 Aggregate gross unrealized loss for all investments in which there is an excess of tax cost over value (868,940,745) ------------- Net unrealized loss $(812,606,481) ============= The accompanying notes are an integral part of these financial statements. 22 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 (b) At December 31, 2008, the following securities were out on loan: Shares Description Value 1,700 Astrazeneca Plc (A.D.R.)* $ 69,751 41,200 BorgWarner, Inc. 896,924 218,500 Bristol-Myers Squibb Co. 5,080,125 1,077,300 Bunge, Ltd. 55,771,821 78,300 Canadian National Railway Co. 2,878,308 22,900 Canadian Pacific Railway, Ltd. 769,898 1,254,000 Cemex SA (A.D.R.)* 11,461,560 10,000 Citigroup, Inc. 67,100 32,000 Eli Lilly & Co. 1,288,640 132,225 ENSCO International, Inc. 3,753,868 67,200 FedEx Corp. 4,310,880 288,000 Gazprom (A.D.R.)* 4,095,360 100 GlaxoSmithKline Plc (A.D.R.) 3,727 19,000 Johnson & Johnson 1,136,770 220,000 Merrill Lynch & Co., Inc. 2,560,800 12,000 Oracle Corp.* 212,760 1,000,000 Raytheon Co. 51,040,000 2,798,100 The Walt Disney Co. 63,488,889 197,000 Unilever N.V. (A.D.R.) 4,836,350 39,000 Weyerhaeuser Co. 1,193,790 ------------------------------------------------------------- Total $214,917,321 ============================================================= (c) Securities lending collateral is managed by Credit Suisse, New York Branch. Purchases and sales of securities (excluding temporary cash investments) for the six months ended December 31, 2008 aggregated $955,666,504 and $336,684,491, respectively. Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels listed below. Highest priority is given to Level 1 inputs and lowest priority is given to Level 3. Level 1 -- quoted prices in active markets for identical securities Level 2 -- other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) Level 3 -- significant unobservable inputs (including the Fund's own assumptions in determining fair value of investments) The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund's assets: Investments Valuation Inputs in Securities Level 1 -- Quoted Prices $2,989,341,478 Level 2 -- Other Significant Observable Inputs 500,870,250 Level 3 -- Significant Unobservable Inputs -- - ------------------------------------------------------------------ Total $3,490,211,728 ================================================================== The accompanying notes are an integral part of these financial statements. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 23 Statement of Assets and Liabilities | 12/31/08 (unaudited) ASSETS: Investment in securities (including securities loaned of $214,917,321) (cost $4,302,818,209) $3,490,211,728 Cash 13,121,054 Receivables -- Fund shares sold 26,638,474 Dividends, and interest 8,446,779 Due from Pioneer Investment Management, Inc. 20,184 Other 99,376 - ------------------------------------------------------------------------------------------- Total assets $3,538,537,595 - ------------------------------------------------------------------------------------------- LIABILITIES: Payables -- Investment securities purchased $ 118,838,687 Fund shares repurchased 13,935,247 Upon return of securities loaned 218,005,250 Due to affiliates 475,166 Accrued expenses 400,567 - ------------------------------------------------------------------------------------------- Total liabilities $ 351,654,917 - ------------------------------------------------------------------------------------------- NET ASSETS: Paid-in capital $4,216,471,711 Undistributed net investment income 8,542,329 Accumulated net realized loss on investments (225,524,881) Net unrealized loss on investments (812,606,481) - ------------------------------------------------------------------------------------------- Total net assets $3,186,882,678 =========================================================================================== NET ASSET VALUE PER SHARE: (No par value, unlimited number of shares authorized) Class A (based on $1,803,622,783/127,457,720 shares) $ 14.15 Class B (based on $73,234,386/5,193,867 shares) $ 14.10 Class C (based on $439,649,153/31,283,695 shares) $ 14.05 Class R (based on $4,920,418/350,383 shares) $ 14.04 Class Y (based on $865,362,829/60,992,748 shares) $ 14.19 Class Z (based on $93,109/6,609 shares) $ 14.09 MAXIMUM OFFERING PRICE: Class A ($14.15 [divided by] 94.25%) $ 15.01 =========================================================================================== The accompanying notes are an integral part of these financial statements. 24 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Statement of Operations For the Six Months Ended 12/31/08 INVESTMENT INCOME: Dividends (net of foreign taxes withheld of $333,063) $40,991,479 Interest 2,450,064 Income from securities loaned, net 873,411 - --------------------------------------------------------------------------------------------- Total investment income $ 44,314,954 - --------------------------------------------------------------------------------------------- EXPENSES: Management fees $10,954,532 Transfer agent fees Class A 1,043,263 Class B 116,990 Class C 337,721 Class R 1,962 Class Y 49,498 Distribution fees Class A 2,515,478 Class B 440,183 Class C 2,548,821 Class R 12,233 Shareholder communications expense 1,378,811 Administrative fees 648,916 Custodian fees 79,567 Registration fees 118,763 Professional fees 63,264 Printing expense 69,941 Fees and expenses of nonaffiliated trustees 70,239 Miscellaneous 169,775 - --------------------------------------------------------------------------------------------- Total expenses $ 20,619,957 Less management fees waived and expenses reimbursed by Pioneer Investment Management, Inc. (22,092) Less fees paid indirectly (24,873) - --------------------------------------------------------------------------------------------- Net expenses $ 20,572,992 - --------------------------------------------------------------------------------------------- Net investment income $ 23,741,962 - --------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED LOSS ON INVESTMENTS: Net realized loss on investments $(125,434,340) - --------------------------------------------------------------------------------------------- Change in net unrealized loss on investments $(860,420,109) - --------------------------------------------------------------------------------------------- Net loss on investments $(985,854,449) - --------------------------------------------------------------------------------------------- Net decrease in net assets resulting from operations $(962,112,487) ============================================================================================= The accompanying notes are an integral part of these financial statements. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 25 Statement of Changes in Net Assets For the Six Months Ended 12/31/08 and the Year Ended 6/30/08, respectively Six Months Ended 12/31/08 Year Ended (unaudited) 6/30/08 FROM OPERATIONS: Net investment income $ 23,741,962 $ 41,082,940 Net realized loss on investments (125,434,340) (100,062,785) Change in net unrealized loss on investments (860,420,109) (306,523,662) - ------------------------------------------------------------------------------------------------ Net decrease in net assets resulting from operations $ (962,112,487) $ (365,503,507) - ------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO SHAREOWNERS: Net investment income: Class A ($0.18 and $0.27 per share, respectively) $ (22,947,580) $ (24,850,964) Class B ($0.01 and $0.08 per share, respectively) (54,587) (436,114) Class C ($0.04 and $0.12 per share, respectively) (1,332,357) (3,454,114) Class R ($0.18 and $0.29 per share, respectively) (60,303) (11,109) Class Y ($0.24 and $0.33 per share, respectively) (14,623,973) (11,540,919) Class Z ($0.25 and $0.00 per share, respectively) (1,678) Net realized gain: Class A ($0.00 and $0.05 per share, respectively) -- (4,378,793) Class B ($0.00 and $0.05 per share, respectively) -- (256,891) Class C ($0.00 and $0.05 per share, respectively) -- (1,352,268) Class R ($0.00 and $0.05 per share, respectively) -- (978) Class Y ($0.00 and $0.05 per share, respectively) -- (1,618,867) - ------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (39,020,478) $ (47,901,017) - ------------------------------------------------------------------------------------------------ FROM FUND SHARE TRANSACTIONS: Net proceeds from sale of shares $1,324,550,807 $1,890,643,887 Reinvestment of distributions 33,819,055 40,163,910 Cost of shares repurchased (910,134,740) (886,720,525) - ------------------------------------------------------------------------------------------------ Net increase in net assets resulting from Fund share transactions $ 448,235,122 $1,044,087,272 - ------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets $ (552,897,843) $ 630,682,748 NET ASSETS: Beginning of period 3,739,780,521 3,109,097,773 - ------------------------------------------------------------------------------------------------ End of year period $3,186,882,678 $3,739,780,521 - ------------------------------------------------------------------------------------------------ Undistributed net investment income $ 8,542,329 $ 23,820,845 - ------------------------------------------------------------------------------------------------ The accompanying notes are an integral part of these financial statements. 26 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 '08 Shares '08 Amount '07 Shares '07 Amount (unaudited) (unaudited) Class A Shares sold 43,789,236 $702,467,759 57,870,904 $1,192,374,226 Reinvestment of distributions 1,392,370 19,131,593 1,134,394 24,110,632 Less shares repurchased (34,997,305) (542,848,804) (27,942,632) (576,729,971) - ---------------------------------------------------------------------------------------------------------- Net increase 10,184,301 $178,750,548 31,062,666 $ 639,754,887 ========================================================================================================== Class B Shares sold 575,119 $ 9,167,396 1,612,699 $ 32,953,953 Reinvestment of distributions 3,326 45,718 26,529 557,776 Less shares repurchased (937,591) (14,767,142) (1,467,472) (29,794,387) - ---------------------------------------------------------------------------------------------------------- Net increase (decrease) (359,146) $ (5,554,028) 171,756 $ 3,717,342 ========================================================================================================== Class C Shares sold 5,053,316 $ 78,944,783 10,070,755 $ 205,742,055 Reinvestment of distributions 74,082 1,010,934 176,469 3,710,610 Less shares repurchased (5,258,575) (81,377,916) (5,958,167) (121,415,066) - ---------------------------------------------------------------------------------------------------------- Net increase (decrease) (131,177) $ (1,422,199) 4,289,057 $ 88,037,599 ========================================================================================================== Class R Shares sold 160,121 $ 2,642,098 254,752 $ 5,176,970 Reinvestment of distributions 3,218 43,864 305 6,448 Less shares repurchased (37,497) (579,717) (44,703) (904,753) - ---------------------------------------------------------------------------------------------------------- Net increase 125,842 $ 2,106,245 210,354 $ 4,278,665 ========================================================================================================== Class Y Shares sold 33,424,294 $531,228,771 21,808,234 $ 454,396,683 Reinvestment of distributions 986,706 13,586,946 552,167 11,778,444 Less shares repurchased (16,350,780) (270,561,161) (7,553,819) 157,876,348 - ---------------------------------------------------------------------------------------------------------- Net increase 18,060,220 $274,254,556 14,806,582 $ 624,051,475 ========================================================================================================== Class Z Shares sold 6,609 $ 100,000 Reinvestment of distributions -- -- Less shares repurchased -- -- - ----------------------------------------------------------------- Net increase 6,609 $ 100,000 ================================================================= The accompanying notes are an integral part of these financial statements. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 27 Financial Highlights Six Months Ended Year 12/31/08 Ended (unaudited) 6/30/08 Class A Net asset value, beginning of period $ 18.97 $ 21.21 - ----------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.11 $ 0.24 Net realized and unrealized gain (loss) on investments (4.75) (2.16) - ----------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ (4.64) $ (1.92) Distributions to shareowners: Net investment income (0.18) (0.27) Net realized gain -- (0.05) - ----------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ (4.82) $ (2.24) - ----------------------------------------------------------------------------------------------------- Net asset value, end of period $ 14.15 $ 18.97 ===================================================================================================== Total return* (24.41)% (9.22)% Ratio of net expenses to average net assets+ 1.13% 1.09% Ratio of net investment income to average net assets+ 1.45% 1.28% Portfolio turnover rate 26% 13% Net assets, end of period (in thousands) $1,803,623 $2,224,629 Ratios with no reimbursement of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 1.13% 1.09% Net investment income 1.45% 1.28% Ratios with reimbursement of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 1.13% 1.09% Net investment income 1.45% 1.29% ===================================================================================================== Year Year Year Year Ended Ended Ended Ended 6/30/07 6/30/06 6/30/05 (a) 6/30/04 Class A Net asset value, beginning of period $ 18.28 $ 16.19 $ 13.96 $ 11.27 - ------------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income $ 0.26 $ 0.14 $ 0.05 $ 0.02 Net realized and unrealized gain (loss) on investments 2.86 2.23 2.55 2.71 - ------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 3.12 $ 2.37 $ 2.60 $ 2.73 Distributions to shareowners: Net investment income (0.18) (0.06) (0.03) (0.04) Net realized gain (0.01) (0.22) (0.34) -- - ------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 2.93 $ 2.09 $ 2.23 $ 2.69 - ------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 21.21 $ 18.28 $ 16.19 $ 13.96 ======================================================================================================================== Total return* 17.13% 14.73% 18.81% 24.24% Ratio of net expenses to average net assets+ 1.09% 1.15% 1.66% 1.92% Ratio of net investment income to average net assets+ 1.67% 1.57% 0.62% 0.32% Portfolio turnover rate 15% 21% 49% 70% Net assets, end of period (in thousands) $1,828,453 $809,593 $98,690 $33,089 Ratios with no reimbursement of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 1.09% 1.15% 1.64% 1.92% Net investment income 1.67% 1.57% 0.64% 0.32% Ratios with reimbursement of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 1.08% 1.15% 1.66% 2.00% Net investment income 1.68% 1.57% 0.62% 0.24% ======================================================================================================================== (a) Effective December 28, 2004 PIM became the sub-advisor for the Fund and subsequently became the advisor on February 28, 2005. * 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. 28 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Six Months Ended Year 12/31/08 Ended (unaudited) 6/30/08 Class B Net asset value, beginning of period $ 18.75 $ 20.96 - -------------------------------------------------------------------------------------------------------------------- Increase from investment operations: Net investment income $ 0.05 $ 0.08 Net realized and unrealized gain (loss) on investments ( 4.69) (2.16) - -------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ (4.64) $ (2.08) Distributions to shareowners: Net investment income (0.01) (0.08) Net realized gain -- (0.05) - -------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ (4.65) $ (2.21) - -------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 14.10 $ 18.75 ==================================================================================================================== Total return* (24.74)% (9.99)% Ratio of net expenses to average net assets+ 2.05% 1.93% Ratio of net investment income to average net assets+ 0.51% 0.44% Portfolio turnover rate 26% 13% Net assets, end of period (in thousands) $ 73,234 $104,145 Ratios with no waiver of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 2.05% 1.93% Net investment income 0.51% 0.44% Ratios with waiver of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 2.05% 1.92% Net investment income 0.51% 0.45% ==================================================================================================================== Year Year 2/28/05 (a) Ended Ended to 6/30/07 6/30/06 6/30/05 Class B Net asset value, beginning of period $ 18.11 $ 16.15 $ 16.05 - ------------------------------------------------------------------------------------------------------------------------------ Increase from investment operations: Net investment income $ 0.10 $ 0.04 $ 0.01 Net realized and unrealized gain (loss) on investments 2.81 2.16 0.09 - ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 2.91 $ 2.20 $ 0.10 Distributions to shareowners: Net investment income (0.05) (0.02) -- Net realized gain (0.01) (0.22) -- - ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 2.85 $ 1.96 $ 0.10 - ------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 20.96 $ 18.11 $ 16.15 ============================================================================================================================== Total return* 16.09% 13.66% 0.62%*** Ratio of net expenses to average net assets+ 2.00% 2.09% 2.10%** Ratio of net investment income to average net assets+ 0.75% 0.56% 0.40%** Portfolio turnover rate 15% 21% 49% Net assets, end of period (in thousands) $112,795 $62,860 $ 12,454 Ratios with no waiver of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 2.00% 2.09% 2.19%** Net investment income 0.75% 0.56% 0.31%** Ratios with waiver of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 1.99% 2.09% 2.10%** Net investment income 0.76% 0.56% 0.40%** ============================================================================================================================== (a) Class B shares were first publicly offered on February 28, 2005. * 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. *** Not annualized. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 29 Financial Highlights (continued) Six Months Ended Year 12/31/08 Ended (unaudited) 6/30/08 Class C Net asset value, beginning of period $ 18.72 $ 20.95 - -------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.05 $ 0.09 Net realized and unrealized gain (loss) on investments (4.68) (2.15) - -------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ (4.63) $ (2.06) Distributions to shareowners: Net investment income (0.04) (0.12) Net realized gain -- (0.05) - -------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ (4.67) $ (2.23) - -------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 14.05 $ 18.72 ==================================================================================================================== Total return* (24.71)% (9.92)% Ratio of net expenses to average net assets+ 1.92% 1.85% Ratio of net investment income to average net assets+ 0.65% 0.51% Portfolio turnover rate 26% 13% Net assets, end of period (in thousands) $439,649 $588,241 Ratios with no waiver of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 1.92% 1.85% Net investment income 0.65% 0.51% Ratios with waiver of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 1.92% 1.84% Net investment income 0.65% 0.52% ==================================================================================================================== Year Year 2/28/05 (a) Ended Ended to 6/30/07 6/30/06 6/30/05 Class C Net asset value, beginning of period $ 18.12 $ 16.15 $ 16.05 - ------------------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.11 $ 0.05 $ 0.01 Net realized and unrealized gain (loss) on investments 2.82 2.17 0.09 - ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 2.93 $ 2.22 $ 0.10 Distributions to shareowners: Net investment income (0.09) (0.03) -- Net realized gain (0.01) (0.22) -- - ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 2.83 $ 1.97 $ 0.10 - ------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 20.95 $ 18.12 $ 16.15 =============================================================================================================================== Total return* 16.21% 13.81% 0.62%*** Ratio of net expenses to average net assets+ 1.87% 1.94% 2.15%** Ratio of net investment income to average net assets+ 0.89% 0.83% 0.34%** Portfolio turnover rate 15% 21% 49% Net assets, end of period (in thousands) $568,385 $239,241 $ 15,560 Ratios with no waiver of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 1.87% 1.94% 2.27%** Net investment income 0.89% 0.83% 0.22%** Ratios with waiver of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 1.87% 1.94% 2.15%** Net investment income 0.89% 0.83% 0.34%** =============================================================================================================================== (a) Class C shares were first publicly offered on February 28, 2005. * 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. *** Not annualized. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 30 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Six Months Ended 12/31/08 (unaudited) Class R Net asset value, beginning of period $ 18.84 - --------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.09 Net realized and unrealized gain (loss) on investments (4.71) - --------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ (4.62) Distributions to shareowners: Net investment income (0.18) Net realized gain -- - --------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ (4.80) - --------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 14.04 ========================================================================================================= Total return* (24.51)% Ratio of net expenses to average net assets+ 1.40% Ratio of net investment income to average net assets+ 1.21% Portfolio turnover rate 26% Net assets, end of period (in thousands) $ 4,920 Ratios with no waiver of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 1.62% Net investment income 0.99% Ratios with waiver of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 1.40% Net investment income 1.21% ========================================================================================================= 11/1/06 (a) Year Ended to 6/30/08 6/30/07 Class R Net asset value, beginning of period $ 21.15 $ 19.51 - ------------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.32 $ 0.28 Net realized and unrealized gain (loss) on investments (2.29) 1.56 - ------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ (1.97) $ 1.84 Distributions to shareowners: Net investment income (0.29) (0.19) Net realized gain (0.05) (0.01) - ------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ (2.31) $ 1.64 - ------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 18.84 $ 21.15 ========================================================================================================================= Total return* (9.51)% 9.52%*** Ratio of net expenses to average net assets+ 1.41% 1.40%** Ratio of net investment income to average net assets+ 1.13% 1.47%** Portfolio turnover rate 13% 15% Net assets, end of period (in thousands) $ 4,231 $ 300 Ratios with no waiver of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 1.48% 1.62%** Net investment income 1.06% 1.25%** Ratios with waiver of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 1.40% 1.40%** Net investment income 1.14% 1.47%** ========================================================================================================================= (a) Class R shares were first publicly offered on November 1, 2006. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, and the complete redemption of the investment at net asset value at the end of each period. ** Annualized. + Ratios with no reduction for fees paid indirectly. *** Not annualized. The accompanying notes are an integral part of these financial statements. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 31 Financial Highlights (continued) Six Months Ended Year 12/31/08 Ended (unaudited) 6/30/08 Class Y Net asset value, beginning of period $ 19.07 $ 21.30 - ---------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.08 $ 0.29 Net realized and unrealized gain (loss) on investments ( 4.72) ( 2.14) - ---------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ (4.64) $ (1.85) Distributions to shareowners: Net investment income ( 0.24) (0.33) Net realized gain -- (0.05) - ---------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ (4.88) $ (2.23) - ---------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 14.19 $ 19.07 ====================================================================================================================== Total return* (24.28)% (8.87)% Ratio of net expenses to average net assets+ 0.82% 0.75% Ratio of net investment income to average net assets+ 1.77% 1.62% Portfolio turnover rate 26% 13% Net assets, end of period (in thousands) $865,363 $818,534 Ratios with no waiver of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 0.82% 0.75% Net investment income 1.77% 1.62% Ratios with waiver of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 0.82% 0.75% Net investment income 1.77% 1.62% ====================================================================================================================== Year Year 2/28/05 (a) Ended Ended to 6/30/07 6/30/06 6/30/05 Class Y Net asset value, beginning of period $ 18.34 $ 16.20 $16.05 - ------------------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.28 $ 0.10 $ 0.03 Net realized and unrealized gain (loss) on investments 2.91 2.33 0.12 - ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 3.19 $ 2.43 $ 0.15 Distributions to shareowners: Net investment income (0.22) (0.07) -- Net realized gain (0.01) (0.22) -- - ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 2.96 $ 2.14 $ 0.15 - ------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 21.30 $ 18.34 $16.20 =============================================================================================================================== Total return* 17.47% 15.12% 0.93%*** Ratio of net expenses to average net assets+ 0.77% 0.83% 0.99%** Ratio of net investment income to average net assets+ 2.00% 1.91% 1.60%** Portfolio turnover rate 15% 21% 49% Net assets, end of period (in thousands) $599,166 $144,022 $5,082 Ratios with no waiver of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 0.77% 0.83% 0.99%** Net investment income 2.00% 1.91% 1.60%** Ratios with waiver of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 0.77% 0.83% 0.99%** Net investment income 2.00% 1.91% 1.60%** =============================================================================================================================== (a) Class Y shares were first publicly offered on February 28, 2005. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, and the complete redemption of the investment at net asset value at the end of each period. ** Annualized. *** Not annualized. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 32 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 11/1/08 (a) to 12/31/08 (unaudited) Class Z Net asset value, beginning of period $ 15.66 - ----------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.06 Net realized and unrealized gain (loss) on investments (1.38) - ----------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ (1.32) Distributions to shareowners: Net investment income (0.25) Net realized gain -- - ------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ (1.57) - ----------------------------------------------------------------------------------- Net asset value, end of period $ 14.09 =================================================================================== Total return* (5.14)%*** Ratio of net expenses to average net assets+ 0.79%** Ratio of net investment income to average net assets+ 2.54%** Portfolio turnover rate 26% Net assets, end of period (in thousands) $ 93 Ratios with no waiver of fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 0.79%** Net investment income 2.54%** Ratios with waiver of fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 0.79%** Net investment income 2.54%** =================================================================================== (a) Class Z shares were first publicly offered on November 1, 2008. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, and the complete redemption of the investment at net asset value at the end of each period. ** Annualized. + Ratios with no reduction for fees paid indirectly. *** Not annualized. The accompanying notes are an integral part of these financial statements. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 33 Notes to Financial Statements | 12/31/08 (unaudited) 1. Organization and Significant Accounting Policies Pioneer Cullen Value Fund (the Fund) is a diversified series of Pioneer Series Trust III, a Delaware statutory trust registered under the Investment Company Act of 1940 as an open-end management investment company. The investment objective of the Fund is to seek capital appreciation. Current income is a secondary objective. The Fund offers six classes of shares designated as Class A, Class B, Class C, Class R, Class Y and Class Z shares. Class Z shares were first publicly offered on November 1, 2008. Each class of shares represents an interest in the same portfolio of investments of the Fund and has identical rights (based on relative net asset values) to assets and liquidation proceeds. Share classes can bear different class-specific fees and expenses such as transfer agent and distribution fees. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different dividends by each class. The Amended and Restated Declaration of Trust of the Fund gives the Board the flexibility to specify either per share voting or dollar-weighted voting when submitting matters for shareholder approval. Under per share voting, each share of a class of the Fund is entitled to one vote. Under dollar-weighted voting, a shareholder's voting power is determined not by the number of shares owned, but by the dollar value of the shares on the record date. Share classes have exclusive voting rights with respect to matters affecting only that class, including with respect to the distribution plan for that class. There is no distribution plan for Class Y and Class Z shares. Class B shares convert to Class A shares approximately eight years after the date of purchase. The Fund's financial statements have been prepared in conformity with U.S. generally accepted accounting principles that require the management of the Fund to, among other things, make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets 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 year. Actual results could differ from those estimates. At times, the Fund's investments may represent industries or industry sectors that are interrelated or have common risks, making it more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. The Fund's prospectuses contain unaudited information regarding the Fund's principal risks. Please refer to those documents when considering the Fund's principal risks. 34 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements, which are consistent with those policies generally accepted in the investment company industry: A. Security Valuation Security transactions are recorded as of trade date. The net asset value of the Fund is computed once daily, on each day the New York Stock Exchange (NYSE) is open, as of the close of regular trading on the NYSE. In computing the net asset value, securities 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 prices and/or quotations are not readily available are valued using fair value methods pursuant to procedures adopted by the Board of Trustees. Trading in foreign securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of the Fund's shares are determined as of such times. The Fund may also use fair value methods to value a security, including a non-U.S. security, when the closing market price on the principal exchange where the security is traded no longer reflects the value of the security. At December 31, 2008 there were no securities that were valued using fair value methods. Temporary cash investments are valued at cost which approximates market value. Dividend income is recorded on the ex-dividend date except that certain dividends from foreign securities where the ex-dividend date may have passed are recorded as soon as the Fund becomes aware of the ex-dividend data in the exercise of reasonable diligence. Interest income is recorded on the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. B. Federal Income Taxes It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and net realized capital gains, if any, to its shareowners. Therefore, no federal income tax provision is required. Tax years for the prior three fiscal years remain subject to examination by tax authorities. The amounts and characterizations of distributions to shareowners for financial reporting purposes are determined in accordance with federal income tax rules. Therefore, the sources of the Fund's distributions may be shown in the accompanying financial statements as from or in excess of net investment income or as from net realized gain on investment transactions, Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 35 or as from paid-in capital, depending on the type of book/tax differences that may exist. The tax character of current year distributions paid will be determined at the end of the current taxable year. The tax character of distributions paid during the year ended June 30, 2008 was as follows: 2008 Distributions paid from: Ordinary income $40,293,220 Long-term capital gain 7,607,797 - ------------------------------------------------------------------------------- Total $47,901,017 =============================================================================== The following shows the components of distributable earnings on a federal income tax basis at June 30, 2008: 2008 Distributable earnings: Undistributed ordinary income $ 23,820,845 Capital loss carryforward (11,033,627) Post-October loss deferred (89,056,914) Unrealized appreciation 47,813,628 - ------------------------------------------------------------------------------- Total $ (28,456,068) =============================================================================== The difference between book-basis and tax-basis unrealized appreciation is attributable to the tax deferral of losses on wash sales. C. Fund Shares The Fund records sales and repurchases of its shares as of trade date. Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the Fund and a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit), earned approximately $180,142 in underwriting commissions on the sale of Class A shares during the six months ended December 31, 2008. D. Class Allocations Income, common expenses and realized and unrealized gains and losses are calculated at the Fund level and allocated daily to each class of shares based on their respective percentage of adjusted net assets at the beginning of the day. Distribution fees are calculated based on the average daily net asset value attributable to Class A, Class B, Class C, and Class R shares of the Fund, respectively (see Note 4). Class Y and Class Z shares are not subject to a distribution fee plan. Shareowners of each class participate in all expenses and fees paid to the transfer agent, Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for its services, which are allocated based on 36 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 the number of accounts in each class and the ratable allocation of related out-of-pocket expenses (see Note 3). Distributions to shareowners are recorded as of the ex-dividend date. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, except that Class A, Class B, Class C, Class R, and Class Y shares can bear different transfer agent and distribution expense rates. E. Repurchase Agreements With respect to repurchase agreements entered into by the Fund, the value of the underlying securities (collateral), including accrued interest, is required to be at least equal to or in excess of the value of the repurchase agreement. 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. F. Securities Lending The Fund lends securities in its portfolio to certain broker-dealers or other institutional investors. When entering into a securities loan transaction, the Fund typically receives cash collateral from the borrower equal to at least the value of the securities loaned, which is invested in temporary cash investments. Credit Suisse, New York Branch, as the Fund's securities lending agent, manages the Fund's securities lending collateral. The income earned on the investment of collateral is shared with the borrower and the lending agent in payment of any rebate due to the borrower with respect to the securities loan, and in compensation for the lending agent's services to the Fund. The Fund also continues to receive payments in lieu of dividends and interest on the securities loaned. Gain or loss on the value of the loaned securities that may occur during the term of the loan will be for the account of the Fund. The amount of the collateral is required to be adjusted daily to reflect any price fluctuation in the value of the loaned securities. The Fund has the right, under the lending agreement, to terminate the loan and recover the securities from the borrower with prior notice. The Fund will be required to return the cash collateral to the borrower and could suffer a loss if the value of the collateral, as invested, has declined. 2. Management Agreement PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's portfolio. PIM receives a basic fee that is calculated at the annual rate of 0.70% of the Fund's average daily net assets up to $1 billion, 0.65% of the next $1 billion, 0.60% of the next $1 billion, and 0.55% of the excess over $3 billion. For Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 37 the six months ended December 31, 2008, the effective management fee (net of waivers and/or assumption of expenses) was equivalent to 0.68% of the Fund's average daily net assets. PIM, and not the Fund, pays a portion of the fee it receives from the Fund to Cullen LLC as compensation for Cullen's subadvisory services to the Fund. PIM has contractually agreed to limit ordinary operating expenses of the Fund to the extent required to reduce Fund expenses to 1.25%, 2.15%, 2.15% and 1.40% of the average daily net assets attributable to Class A, Class B, Class C and Class R shares, respectively. These expense limitations are in effect through November 1, 2010 for Class A, Class B, Class C and Class R shares. 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. Included in "Due to affiliates" reflected on the Statement of Assets and Liabilities is $57,593 in management fees, administrative costs and certain others fees payable to PIM at December 31, 2008. 3. Transfer Agent PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially all transfer agent and shareowner services to the Fund at negotiated rates. In addition, the Fund reimbursed PIMSS for out-of-pocket expenses related to shareholder communications activities such as proxy and statement mailings, outgoing phone calls and omnibus relationship contracts. For the year ended December 31, 2008, such out of pocket expenses by class of shares were as follows: Shareholder Communications Class A $ 712,794 Class B 37,347 Class C 211,912 Class R 7,893 Class Y 408,865 - ------------------------------------------------------------------------------- Total $1,378,811 =============================================================================== Included in "Due to affiliates" reflected on the Statement of Assets and Liabilities are $391,433 in transfer agent fees payable to PIMSS at December 31, 2008. 4. Distribution and Service Plans The Fund adopted a Distribution Plan pursuant to Rule 12b-1 of the Investment Company Act of 1940 with respect to its Class A, Class B, Class C, and Class R shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net assets attributable to Class A shares as compensation for personal services and/or account maintenance services or distribution services with regard to Class A shares. Pursuant to the Plan, the Fund pays PFD 1.00% of the average daily net assets attributable to Class B and Class C shares. The fee 38 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 for Class B and Class C shares consists of a 0.25% service fee and a 0.75% distribution fee paid as compensation for personal services and/or account maintenance services or distribution services with regard to Class B and Class C shares. Pursuant to the Plan, the Fund pays PFD 0.50% of the net average daily net assets attributable to Class R shares for distribution services. Prior to February 1, 2008, PFD was reimbursed under the Distribution Plan for distribution fees in an amount of up to 0.25% of the average daily net assets attributable to Class A shares. Included in "Due to affiliates" reflected on the Statement of Assets and Liabilities is $26,140 in distribution fees payable to PFD at December 31, 2008. 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 (except Class R, Class Y and Class Z shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of certain net asset value purchases of Class A shares within 18 months of purchase. Class B shares that are redeemed within five years of purchase are subject to a CDSC at declining rates beginning at 4.00%, based on the lower of cost or market value of shares being redeemed. Redemptions of Class C shares within one year of purchase are subject to a CDSC of 1.00%, base don the lower of cost or market value of shares being redeemed. There is no CDSC for Class R, Class Y or Class Z shares. Proceeds from the CDSCs are paid to PFD. For the six months ended December 31, 2008, CDSCs in the amount of $246,528 were paid to PFD. 5. Expense Offset Arrangements The Fund has entered into certain expense offset arrangements with PIMSS resulting in a reduction in the Fund's total expenses due to interest earned on cash held by PIMSS. For the six months ended December 31, 2008, the Fund's expenses were reduced by $24,873 under such arrangements. 6. New Pronouncement In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"), was issued and is effective for fiscal years beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund's financial statement disclosures. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 39 Approval of Sub-Advisory Agreement (unaudited) Pioneer Investment Management, Inc. (PIM) serves as the Fund's investment adviser pursuant to an investment advisory agreement between PIM and the Fund. PIM has retained Cullen Capital Management, LLC to serve as the sub-adviser to the Fund pursuant to a sub-advisory agreement between PIM and the sub-adviser. At a meeting held on January 8, 2008, the Trustees of the Fund approved an amended and restated investment advisory agreement between the Fund and PIM. Shareholders of the Fund approved the amended and restated investment advisory agreement on May 13, 2008. The material factors and conclusions with respect thereto that formed the basis for the Trustees' approval of the amended and restated investment advisory agreement are included in the Fund's semi-annual report for the period ended June 30, 2008. At a meeting held on November 11, 2008, based on their evaluation of the information provided by PIM and the sub-adviser, the Trustees of the Fund, including the independent Trustees voting separately, unanimously approved the continuation of the sub-advisory agreement for the Fund for another year. In considering the continuation of the sub-advisory agreement, the Trustees considered various factors that they determined were relevant, including the factors described below. The Trustees did not identify any single factor as the controlling factor in determining to approve the continuation of the sub- advisory agreement. Nature, Extent and Quality of Services The Trustees considered the nature, extent and quality of the services provided to the Fund by the sub-adviser, taking into account the investment objective and strategy of the Fund and the information related to the Fund provided to the Trustees at each quarterly meeting. The Trustees reviewed the terms of the sub-advisory agreement. The Trustees also reviewed the sub-adviser's investment approach for the Fund and its research process. The Trustees considered the resources of the sub-adviser and the personnel of the sub-adviser who provide investment management services to the Fund. Based on these considerations, the Trustees concluded that the nature, extent and quality of services provided by the sub-adviser to the Fund were satisfactory and consistent with the terms of the sub-advisory agreement. Performance of the Fund The Trustees considered the performance results of the Fund over various time periods. They reviewed information comparing the Fund's performance with the average performance of its peer group of funds as classified by 40 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Morningstar, Inc. (Morningstar), an independent provider of investment company data, and with the performance of the Fund's benchmark index. The Trustees considered that the Fund's annualized total return was in the first quintile of its Morningstar category for the one and three year periods ended June 30, 2008. (In all quintile rankings referred to throughout this disclosure, first quintile is most favorable to the Fund's shareowners. Thus, highest relative performance would be first quintile and lowest relative expenses would also be first quintile.) The Trustees concluded that the investment performance of the Fund was satisfactory. Sub-advisory Fee and Expenses The Trustees considered the fees payable to the sub-adviser under the sub- advisory agreement. They also considered that PIM, not the Fund, paid the sub-adviser out of the management fees paid to PIM under the investment advisory agreement. The Trustees considered information regarding the management fees and expenses of the Fund in comparison to the management fees of its peer group of funds as classified by Morningstar and the expense ratios of a peer group of funds selected on the basis of criteria determined by the independent Trustees for this purpose using data provided by Strategic Insight Mutual Fund Research and Consulting, LLC (Strategic Insight), an independent third party. The Trustees considered that the Fund's management fee for the twelve months ended June 30, 2008 was in the second quintile relative to the management fees paid by other funds in its peer group Morningstar category for the comparable period. The Trustees also considered that the Fund's expense ratio for the twelve months ended June 30, 2008 was in the third quintile relative to its Strategic Insight peer group. The Trustees also reviewed the advisory fees charged by the sub-adviser to its other clients with similar investment strategies as the Fund. The Trustees noted that the fee rates for those clients generally were higher than the sub-advisory fees paid to the sub-adviser with respect to the Fund. The Trustees concluded that the sub-advisory fee payable by PIM to the sub- adviser of the Fund was reasonable in relation to the nature and quality of services provided by the sub-adviser. The Trustees also concluded that the Fund's expense ratio was reasonable, taking into account the investment performance of the Fund and the contractual expense limitation agreed to by PIM with respect to the Fund. Profitability The Trustees considered information provided by PIM regarding the profitability of PIM with respect to the advisory services provided by PIM to the Fund, including the methodology used by PIM in allocating certain of its costs to the management of the Fund. They also considered PIM's profit margin in Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 41 connection with the overall operation of the Fund. The Trustees further considered the sub-advisory fees received by the sub-adviser with respect to the Fund and the percentage that such fees represented of the sub-adviser's overall revenues (for the 12-month period ended December 31, 2007). They also reviewed the financial results realized by PIM and its affiliates from non-fund businesses. The Trustees considered the profit margins with respect to the Fund in comparison to the limited industry data available and noted that the profitability of any adviser was affected by numerous factors, including its organizational structure and method for allocating expenses. The Trustees recognized that each of PIM and the sub-adviser should be entitled to earn a reasonable level of profit for the services provided to the Fund. The Trustees concluded that the profit margins with respect to the management of the Fund were not unreasonable. Economies of Scale The Trustees considered the economies of scale with respect to the management of the Fund, whether the Fund had appropriately benefited from any economies of scale, and whether there was potential for realization of any further economies of scale. The Trustees concluded that, because of the breakpoints in the management and sub-advisory fee schedules and the reduced fee rates above certain asset levels, any perceived or potential economies of scale would be shared with the Fund. Other Benefits The Trustees considered the other benefits to the sub-adviser from its relationship with the Fund, including the benefits to the sub-adviser and its affiliates from the use of "soft" commission dollars generated by the Fund to pay for research and brokerage services. The Trustees further noted that the sub-adviser reported that it did not know of any intangible benefits received by it by virtue of its relationship with the Fund. The Trustees concluded that the benefits received by the sub-adviser from its relationship with the Fund were reasonable in the context of the overall relationship between the sub-adviser and the Fund. Conclusion After consideration of the factors described above as well as other factors, the Trustees, including all of the independent Trustees, concluded that the sub-advisory agreement for the Fund between PIM and the sub-adviser, including the fees payable thereunder, was fair and reasonable and voted to approve the continuation of the sub-advisory agreement for the Fund. 42 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 Trustees, Officers and Service Providers Trustees John F. Cogan, Jr., Chairman David R. Bock Mary K. Bush Benjamin M. Friedman Margaret B.W. Graham Daniel K. Kingsbury Thomas J. Perna Marguerite A. Piret Stephen K. West Officers John F. Cogan, Jr., President Daniel K. Kingsbury, Executive Vice President Mark E. Bradley, Treasurer Dorothy E. Bourassa, Secretary Investment Adviser and Administrator Pioneer Investment Management, Inc. Custodian Brown Brothers Harriman & Co. Principal Underwriter Pioneer Funds Distributor, Inc. Legal Counsel Bingham McCutchen LLP Shareowner Services and Transfer Agent Pioneer Investment Management Shareholder Services, Inc. Proxy Voting Policies and Procedures of the Fund are available without charge, upon request, by calling our toll free number (1-800-225-6292). Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is publicly available to shareowners at pioneerinvestments.com. This information is also available on the Securities and Exchange Commission's web site at http://www.sec.gov. Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 43 This page for your notes. 44 Pioneer Cullen Value Fund | Semiannual Report | 12/31/08 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@pioneerinvestments.com (for general questions about Pioneer only) Visit our web site: pioneerinvestments.com This report must be accompanied by a prospectus. The Fund files a complete schedule of investments with the Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's web site at http://www.sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330.