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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-07611
Pioneer Value Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: September 30
Date of reporting period: October 1, 2005 through March 31, 2006
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
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PIONEER
-------
VALUE
FUND
Semiannual
Report
3/31/06
[LOGO] Pioneer
Investments(R)
Table of Contents
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Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 7
Prices and Distributions 8
Performance Update 9
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 22
Notes to Financial Statements 32
Factors Considered by the Independent Trustees in Approving
the Management Contract 42
Trustees, Officers and Service Providers 48
President's
Dear Shareowners,
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There's a conundrum seen when observing the U.S. economy. In spite of sky high
oil prices and real estate prices starting to soften, the U.S. economy was on a
tear in the first quarter of 2006. Sizzling, roaring, and surging are terms
used recently in headlines to describe the current state of our economy.
Our nation's gross domestic product (GDP), the broadest measure of the
economy's strength, rose at an annual rate of 4.8% in the first quarter, the
fastest growth rate since the third quarter of 2003. Part of this growth is a
rebound from a soft fourth quarter, but there is also real underlying growth.
Business spending is up 14.3% as the caution of previous years is being
overcome by the need for equipment and technology. Consumers are doing their
part by pushing the sales of consumer durables up 20.6% through the purchase of
new household goods and luxury items.
It is difficult to project how long this growth will last, but most economists
tend to agree that it can do so as long as business and consumer demand
continues and inflation remains low.
Foreign markets are also faring well, benefiting from growth-oriented economic
policies, and world economic growth is becoming more broadly based. The
Japanese economy is expanding, and there are signs of a sustained recovery in
Europe. Growth in the emerging economies and developing nations remains solid,
with tremendous strength in China, India and Russia. Looking forward, we expect
strong growth to continue, yet we remain cautious.
Investor confidence, a favorable economic climate and healthy corporate
profitability and cash flow have helped global stock markets continue their
strong performance in 2006.
The broad U.S. stock market is doing extremely well thus far in 2006. Investors
seem to have grown accustomed to companies generally delivering on their
earnings promises, lessening anxiety in the marketplace. Investors are feeling
confident with stocks, especially those of mid-sized and small companies, which
have far outpaced large-cap stocks.
Yet, the Federal Reserve response to the strong economy in the first quarter
has been cautious, weighing whether further interest hikes are necessary.
2
Letter
This concerns some in the financial markets, who have grown accustomed to the
Fed confidently determining the movement of rates in the past.
The Treasury-bond market ended the first quarter with short- and long-term bond
yields almost equal - a flat yield curve. Although municipal-bond yields are
not quite flat, the difference between short- and long-term interest rates is
the smallest it has been since 1989. Even if the Fed's interest rate hikes end
soon, intermediate and long interest rates are still low relative to inflation.
In summary, the economy and financial markets in the U.S. are prospering and
the fundamentals remain, in our view, healthy going forward. However, there are
no guarantees in investing: we know from a long-view of history that sudden
shifts can occur with little warning. We need only look to the natural
disasters and political upheavals of 2005. As such, we continue to pursue our
philosophy in stock and bond portfolio management: global resources dedicated
to fundamental research in the pursuit of opportunities that offer an
attractive balance of risk and reward to help our shareowners grow their
assets.
Respectfully,
/s/ Osbert M. Hood
Osbert M. Hood, President
Pioneer Investment Management, Inc.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
3
Pioneer Value Fund
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/06
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In the following discussion, Rod Wright, lead portfolio manager and Aaron
Clark, portfolio manager, review the market and the economy and describe the
factors that affected Pioneer Value Fund's performance for the six-month period
ended March 31, 2006.
Q: Please discuss the Fund's performance versus its benchmark and Lipper
peers.
A: During the six months ended March 31, 2006, Class A shares of Pioneer Value
Fund returned 4.44% at net asset value. In comparison, the Fund's 506
Lipper Large-Cap Value peers returned 6.28% and the Russell 1000 Value
Index returned 7.27% over the same period.
Call 1-800-225-6292 or visit www.pioneerfunds.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.
Q: What factors affected the Fund's performance?
A: The six-month period ending March 31, 2006 was characterized by continued
strong performance of small- and mid-cap stocks versus large-caps.
Pioneer Value Fund is truly a large-cap fund, and as a result, lagged
some of its peers and its benchmark which have a higher component of
mid-cap stocks.
The biggest detractors from performance were specific holdings within the
health-care and consumer-discretionary sectors. The poor performance of
Tenet Healthcare and Schering-Plough contributed to the Fund's
underperformance in health care, while Comcast and Clear Channel were the
main culprits in the consumer-discretionary sector.
Hospital company Tenet continues to be plagued by regulatory
investigations creating uncertainty about the company's future. We
continue to believe, however, that the company will be able to put many of
these issues behind them and that fundamentals should begin to improve.
Schering-Plough, a pharmaceutical company, is in the process of building
sales of its new products. Although progress has been a bit uneven, the
company should soon be
4
Pioneer Value Fund
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able to license products from other companies that its sales force will
then be able to market. Comcast, a leader in the cable industry, continues
to grow and remains profitable, but the company's growth rate has been a
bit slower than what the market expected. Lastly, Clear Channel, the
leading radio and outdoor advertising company, has struggled as it faces
competitive threats to its business model. We believe the worst is behind
Clear Channel, and we think the signs are there that its radio business
should start to improve.
Q: What holdings and sectors helped performance the most?
A: Our belief that the current commodity cycle will be longer than many market
participants expect led us to overweight the energy sector. We have found
several attractively-valued energy stocks. Suncor Energy, one of the
Fund's holdings, was one of the largest positive contributors to
performance. Technology stocks also performed quite well during the time
period, and our overweight position in the sector helped performance.
Accenture, Nokia, and First Data were examples of holdings in the
information technology sector that had a positive impact on performance.
Accenture, a management consulting and outsourcing company, made progress
on improving some of the underperforming contracts that were hindering
its performance. Nokia, the leading handset manufacturer, continued to
see an improvement in its business fundamentals. Processing company First
Data announced plans to break up the company, thus unlocking the value we
see in its individual businesses.
Q: Did you make any significant changes to the portfolio over the past six
months?
A: Over the past six months we worked to concentrate the portfolio, taking a
larger stake in those stocks in which we have the most conviction. As a
result, we decreased the number of holdings in the Fund's portfolio from
66 stocks to 50. Additionally, the top 10 holdings represent about 36% of
the Fund, up from 29%. We believe that our research-intensive and
valuation-driven approach should allow for positive contributions from
our stock selections.
Q: What is your outlook for the rest of the year?
A: We have a positive outlook on the equity markets for the remainder of 2006.
We believe the economy will continue to grow and that inflation will
remain low, providing a good backdrop for corpo-
5
Pioneer Value Fund
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/06 (continued)
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rate earnings. After two very strong years of earnings growth, the
valuation of the market has compressed as the advance in the stock market
has lagged the growth rate in earnings. We believe this decline in
valuation is largely a result of the monetary tightening being done by the
Federal Reserve Board. We believe that the Fed is close to the end of its
interest rate increases, and we think valuations will start to recover and
earnings will continue to grow, providing a good environment for stocks.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
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.
6
Pioneer Value Fund
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PORTFOLIO SUMMARY 3/31/06
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Portfolio Diversification
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(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 87.4%
Temporary Cash Investment 9.5%
Depositary Receipts for International Stocks 3.1%
Sector Distribution
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(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Financials 29.1%
Energy 16.6%
Health Care 10.5%
Industrials 7.4%
Information Technology 7.0%
Consumer Discretionary 7.0%
Utilities 5.9%
Consumer Staples 5.6%
Materials 5.5%
Telecommunication Services 5.4%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Citigroup, Inc. 5.14%
2. Bank of America Corp. 5.05
3. Merrill Lynch & Co., Inc. 3.99
4. American International Group, Inc. 3.87
5. Altria Group, Inc. 3.51
6. ConocoPhillips 3.44
7. Deere & Co. 3.17
8. Comcast Corp. 2.99
9. Washington Mutual, Inc. 2.86
10. Pfizer, Inc. 2.83
* This list excludes temporary cash and derivative instruments. Portfolio
holdings will vary for other periods.
7
Pioneer Value Fund
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PRICES AND DISTRIBUTIONS
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Net Asset Value Per Share
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Class 3/31/06 9/30/05
- ------------ --------- --------
A $18.09 $17.55
B $16.92 $16.40
C $16.91 $16.39
Investor $18.11 $17.57
R $17.50 $17.10
Y $18.21 $17.59
Distributions Per Share
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10/01/05 - 3/31/06
------------------------------------------
Short-Term Long-Term
Class Dividends Capital Gains Capital Gains
- ------------ ----------- --------------- --------------
A $0.1160 $0.0033 $0.1131
B $ - $0.0033 $0.1131
C $ - $0.0033 $0.1131
Investor $0.1425 $0.0033 $0.1131
R $ - $0.0033 $0.1131
Y $0.0821 $0.0033 $0.1131
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INDEX DEFINITIONS
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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 9-14.
8
Pioneer Value Fund
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PERFORMANCE UPDATE 3/31/06 CLASS A SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund at public offering price, compared to that
of the Russell 1000 Value Index.
Average Annual Total Returns
(As of March 31, 2006)
Public
Net Asset Offering
Period Value Price
10 Years 6.87% 6.24%
5 Years 5.26 4.02
1 Year 9.41 3.13
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell 1000
Pioneer Value Fund Value Index
------------------ -----------
3/96 9425 10000
3/97 11037 11807
3/98 15007 17376
3/99 12077 18254
3/00 13733 19412
3/01 14169 19465
3/02 14437 20317
3/03 11088 15687
3/04 15267 22089
3/05 16736 24997
3/06 18311 28323
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Call 1-800-225-6292 or visit www.pioneerfunds.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.
9
Pioneer Value Fund
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PERFORMANCE UPDATE 3/31/06 CLASS B SHARES
- --------------------------------------------------------------------------------
Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund compared to that of the Russell 1000 Value
Index.
Average Annual Total Returns
(As of March 31, 2006)
Period If Held If Redeemed
Life-of-Class
(7/1/96) 5.68% 5.68%
5 Years 4.10 4.10
1 Year 8.28 4.28
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell 1000
Pioneer Value Fund Value Index
------------------ -----------
7/96 10000 10000
3/97 12273 12063
3/98 16520 17754
3/99 13155 18651
3/00 14769 19834
3/01 15065 19888
3/02 15189 20759
3/03 11524 16028
3/04 15647 22570
3/05 17010 25540
3/06 18419 28937
- ---------------------------
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
"If Held" results represent the percent change in net asset value per
share. Returns would have been lower had sales charges been reflected. "If
Redeemed" returns reflect the deduction of applicable contingent deferred
sales charge (CDSC). Effective December 1, 2004, the period during which a
CDSC is applied to withdrawals was shortened to 5 years. The maximum CDSC
for Class B shares continues to be 4%. For more complete information,
please see the prospectus for details. Note: Shares purchased prior to
December 1, 2004 remain subject to the CDSC in effect at the time you
purchased those shares. For performance information for shares purchased
prior to December 1, 2004, please visit www.pioneerfunds.com/bshares.
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.
10
Pioneer Value Fund
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PERFORMANCE UPDATE 3/31/06 CLASS C SHARES
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Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund compared to that of the Russell 1000 Value
Index.
Average Annual Total Returns
(As of March 31, 2006)
Period If Held If Redeemed
Life-of-Class
(7/1/96) 5.68% 5.68%
5 Years 4.08 4.08
1 Year 8.29 8.29
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell 1000
Pioneer Value Fund Value Index
------------------ -----------
7/96 10000 10000
3/97 12264 12063
3/98 16509 17754
3/99 13159 18651
3/00 14792 19834
3/01 15073 19888
3/02 15181 20759
3/03 11517 16028
3/04 15685 22570
3/05 17004 25540
3/06 18413 28937
- --------------------------------
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Class C shares held for less than one year are also subject to a 1%
contingent deferred sales charge (CDSC). The performance of Class C shares
does not reflect the 1% front-end sales charge in effect prior to February
1, 2004. If you paid a 1% sales charge, your returns would be lower than
those shown above. "If Held" results represent the percent change in net
asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of
dividends and capital gains. Other share classes are available for which
performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during
the periods shown. Without such waivers Fund performance would be lower.
Waivers may not be in effect for all funds. Certain fee waivers are
contractual through a specified period. Otherwise, fee waivers can be
rescinded at any time. See the prospectus and financial statements for more
information.
The performance table and graph do not reflect the deduction of fees and
taxes that a shareowner would pay on Fund distributions or the redemption
of Fund shares.
11
Pioneer Value Fund
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PERFORMANCE UPDATE 3/31/06 INVESTOR CLASS SHARES
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Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund compared to that of the Russell 1000 Value
Index.
Average Annual Total Returns
(As of March 31, 2006)
Period If Held If Redeemed
Life-of-Class
(12/10/04) 9.44% 9.44%
1 Year 9.75 9.75
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell 1000
Pioneer Value Fund Value Index
------------------ -----------
12/04 10000 10000
3/05 9994 10008
3/06 10969 11341
- --------------------------------
Call 1-800-225-6292 or visit www.pioneerfunds.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.
Certain Pioneer funds (the "Funds") issued Investor Class shares in
connection with the reorganization of Safeco mutual funds. The Funds are
not offering additional Investor Class shares except in connection with the
reinvestment of dividends on the Funds' outstanding Investor Class shares.
All Investor Class shares of the Funds, whenever issued, convert to Class A
shares of their respective Funds on December 10, 2006. Investor Class
shares are not subject to sales charges.
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 does not reflect the deduction of fees and taxes that
a shareowner would pay on Fund distributions or the redemption of Fund
shares.
12
Pioneer Value Fund
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PERFORMANCE UPDATE 3/31/06 CLASS R SHARES
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Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund compared to that of the Russell 1000 Value
Index.
Average Annual Total Returns
(As of March 31, 2006)
Period If Held If Redeemed
10 Years 6.01% 6.01%
5 Years 4.10 4.10
1 Year 6.77 6.77
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell 1000
Pioneer Value Fund Value Index
------------------ -----------
3/96 10000 10000
3/97 11653 11807
3/98 15760 17376
3/99 12620 18254
3/00 14281 19412
3/01 14661 19465
3/02 14859 20317
3/03 11355 15687
3/04 15603 22089
3/05 16785 24997
3/06 17921 28323
- --------------------------------
Call 1-800-225-6292 or visit www.pioneerfunds.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 April 1,2003 is based on the performance
of Class A shares, reduced to reflect the higher distribution and service
fees of Class R shares. For the period after April 1, 2003, the actual
performance of Class R shares is reflected, which performance may be
influenced by the smaller asset size of Class R shares compared to Class A
shares. The performance of Class R shares does not reflect the 1% CDSC that
was in effect prior to July 1, 2004. Class R shares are not subject to
sales charges and are available for limited groups of 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.
13
Pioneer Value Fund
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PERFORMANCE UPDATE 3/31/06 CLASS Y SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Value Fund compared to that of the Russell 1000 Value
Index.
Average Annual Total Returns
(As of March 31, 2006)
Period If Held If Redeemed
10 Years 6.95% 6.95%
5 Years 5.43 5.43
1 Year 9.91 9.91
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell 1000
Pioneer Value Fund Value Index
------------------ -----------
3/96 10000 10000
3/97 11709 11807
3/98 15921 17376
3/99 12813 18254
3/00 14570 19412
3/01 15032 19465
3/02 15316 20317
3/03 11764 15687
3/04 16197 22089
3/05 17819 24997
3/06 19585 28323
- --------------------------------
Call 1-800-225-6292 or visit www.pioneerfunds.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 Class A shares. Since fees for Class A shares are generally
higher than those of Class Y shares, the performance shown for Y shares
prior to their inception (8/11/04) 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.
14
Pioneer Value Fund
- --------------------------------------------------------------------------------
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 Value Fund
Based on actual returns from October 1, 2005 through March 31, 2006.
Share Class A B C Investor R Y
- -----------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 10/1/05
Ending Account $1,044.40 $1,039.00 $1,039.10 $1,045.90 $1,030.40 $1,046.90
Value On 3/31/06
Expenses Paid $ 5.00 $ 10.47 $ 10.22 $ 3.72 $ 15.39 $ 2.86
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 0.98%, 2.06%,
2.01%, 0.73%, 3.04% and 0.56% for Class A, Class B, Class C, Investor Class,
Class R and Class Y shares, respectively, multiplied by the average account
value over the period, multiplied by 182/365 (to reflect the one-half year
period).
15
Pioneer Value Fund
- --------------------------------------------------------------------------------
COMPARING ONGOING FUND EXPENSES (continued)
- --------------------------------------------------------------------------------
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 Value Fund
Based on actual returns from October 1, 2005 through March 31, 2006.
Share Class A B C Investor R Y
- -----------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 10/1/06
Ending Account $1,020.04 $1,014.66 $1,014.91 $1,021.29 $1,009.77 $1,022.14
Value On 3/31/06
Expenses Paid $ 4.94 $ 10.35 $ 10.10 $ 3.68 $ 15.23 $ 2.82
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 0.98%, 2.06%,
2.01%, 0.73%, 3.04% and 0.56% for Class A, Class B, Class C, Investor Class,
Class R and Class Y shares, respectively, multiplied by the average account
value over the period, multiplied by 182/365 (to reflect the one-half year
period).
16
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/06 (unaudited)
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCK - 96.9%
Energy - 16.1%
Integrated Oil & Gas - 8.7%
2,364,170 ConocoPhillips $ 149,297,336
1,092,912 Exxon Mobil Corp. 66,514,624
1,099,400 Occidental Petroleum Corp. 101,859,410
945,000 Suncor Energy, Inc. 72,783,900
--------------
$ 390,455,270
--------------
Oil & Gas Drilling - 2.2%
900,000 ENSCO International, Inc. $ 46,305,000
665,000 Transocean Offshore, Inc.* 53,399,500
--------------
$ 99,704,500
--------------
Oil & Gas Equipment & Services - 1.2%
704,000 Halliburton Co. (b) $ 51,406,080
--------------
Oil & Gas Exploration & Production - 4.0%
500,000 Anadarko Petroleum Corp. $ 50,505,000
680,000 Apache Corp. 44,546,800
1,365,000 Devon Energy Corp. 83,497,050
--------------
$ 178,548,850
--------------
Total Energy $ 720,114,700
--------------
Materials - 5.3%
Diversified Chemical - 2.5%
2,785,000 Dow Chemical Co. $ 113,071,000
--------------
Diversified Metals & Mining - 1.5%
1,125,000 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 67,241,250
--------------
Industrial Gases - 1.3%
1,072,800 Praxair, Inc. $ 59,164,920
--------------
Total Materials $ 239,477,170
--------------
Capital Goods - 7.1%
Aerospace & Defense - 1.4%
1,078,600 United Technologies Corp. $ 62,526,442
--------------
Construction & Farm Machinery & Heavy Trucks - 3.1%
1,744,000 Deere & Co. $ 137,863,200
--------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Industrial Conglomerates - 2.6%
4,431,400 Tyco International, Ltd. $ 119,116,032
--------------
Total Capital Goods $ 319,505,674
--------------
Media - 6.8%
Broadcasting & Cable Television - 4.9%
3,022,800 Clear Channel Communications, Inc. $ 87,691,428
4,960,000 Comcast Corp.* 129,753,600
--------------
$ 217,445,028
--------------
Movies & Entertainment - 1.9%
5,100,000 Time Warner, Inc. $ 85,629,000
--------------
Total Media $ 303,074,028
--------------
Food, Beverage & Tobacco - 5.4%
Soft Drinks - 2.0%
974,900 Coca-Cola Co. $ 40,819,063
870,000 PepsiCo, Inc. 50,277,300
--------------
$ 91,096,363
--------------
Tobacco - 3.4%
2,150,000 Altria Group, Inc. $ 152,349,000
--------------
Total Food, Beverage & Tobacco $ 243,445,363
--------------
Health Care Equipment & Services - 2.1%
Health Care Facilities - 0.7%
4,500,000 Tenet Healthcare Corp.* $ 33,210,000
--------------
Managed Health Care - 1.4%
789,200 Wellpoint, Inc.* $ 61,107,756
--------------
Total Health Care Equipment & Services $ 94,317,756
--------------
Pharmaceuticals & Biotechnology - 8.0%
Pharmaceuticals - 8.0%
4,875,500 Bristol-Myers Squibb Co. $ 119,986,055
4,925,000 Pfizer, Inc. 122,731,000
6,200,000 Schering-Plough Corp. 117,738,000
--------------
$ 360,455,055
--------------
Total Pharmaceuticals & Biotechnology $ 360,455,055
--------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Banks - 9.1%
Diversified Banks - 6.3%
4,812,800 Bank of America Corp. $ 219,174,912
1,146,000 Wachovia Corp. 64,233,300
--------------
$ 283,408,212
--------------
Thrifts & Mortgage Finance - 2.8%
2,917,300 Washington Mutual, Inc. $ 124,335,326
--------------
Total Banks $ 407,743,538
--------------
Diversified Financials - 12.2%
Investment Banking & Brokerage - 7.2%
663,000 Goldman Sachs Group, Inc. $ 104,064,480
300,000 Lehman Brothers Holdings, Inc. 43,359,000
2,203,000 Merrill Lynch & Co., Inc. (b) 173,508,280
--------------
$ 320,931,760
--------------
Diversified Financial Services - 5.0%
4,723,600 Citigroup, Inc. $ 223,095,628
--------------
Total Diversified Financials $ 544,027,388
--------------
Insurance - 7.0%
Life & Health Insurance - 1.6%
3,475,000 UNUM Corp. (b) $ 71,168,000
--------------
Multi-Line Insurance - 3.7%
2,542,000 American International Group, Inc. $ 168,000,780
--------------
Property & Casualty Insurance - 1.7%
1,430,000 Allstate Corp. $ 74,517,300
--------------
Total Insurance $ 313,686,080
--------------
Software & Services - 4.1%
Data Processing & Outsourced Services - 2.2%
2,075,000 First Data Corp. $ 97,151,500
--------------
Systems Software - 1.9%
3,086,600 Microsoft Corp. $ 83,986,386
--------------
Total Software & Services $ 181,137,886
--------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Technology Hardware & Equipment - 2.8%
Communications Equipment - 2.8%
2,020,000 Motorola, Inc. $ 46,278,200
3,785,000 Nokia Corp. (A.D.R.) (b) 78,425,200
--------------
$ 124,703,400
--------------
Total Technology Hardware & Equipment $ 124,703,400
--------------
Telecommunication Services - 5.2%
Integrated Telecommunication Services - 1.8%
2,391,600 BellSouth Corp. $ 82,868,940
--------------
Wireless Telecommunication Services - 3.4%
700,000 Alltel Corp. $ 45,325,000
4,103,359 Sprint Nextel Corp. 106,030,797
--------------
$ 151,355,797
--------------
Total Telecommunication Services $ 234,224,737
--------------
Utilities - 5.7%
Electric Utilities - 4.0%
1,350,000 Edison International $ 55,593,000
464,800 Entergy Corp. 32,043,311
957,400 Exelon Corp. 50,646,460
900,000 Firstenergy Corp.* 44,010,000
--------------
$ 182,292,771
--------------
Independent Power Producer & Energy Traders - 1.7%
1,680,000 TXU Corp. $ 75,196,800
--------------
Total Utilities $ 257,489,571
--------------
TOTAL COMMON STOCK $4,343,402,346
--------------
(Cost $3,543,831,103)
20 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal
Amount Value
TEMPORARY CASH INVESTMENTS - 10.2%
Repurchase Agreement - 3.1%
$138,600,000 UBS Warburg, Inc., 4.45%, dated 3/31/06,
repurchase price of $138,600,000 plus accrued
interest on 4/3/06, collateralized by
$144,552,000 U.S. Treasury Bill, 9/14/06 $ 138,600,000
--------------
Shares
Security Lending Collateral - 7.1%
316,406,065 Securities Lending Investment Fund, 4.7% $ 316,406,065
--------------
TOTAL TEMPORARY CASH INVESTMENTS $ 455,006,065
--------------
(Cost $455,006,065)
TOTAL INVESTMENT IN SECURITIES - 107.1% $4,798,408,411
--------------
(Cost $3,998,837,168) (a)
OTHER ASSETS AND LIABILITIES - (7.1)% $ (317,496,783)
--------------
TOTAL NET ASSETS - 100.0% $4,480,911,628
==============
(A.D.R.) American Depositary Receipt
* Non-income producing security
(a) At March 31, 2006, the net unrealized gain on investments based on cost
for federal income tax purposes of $4,010,267,417 was as follows:
Aggregate gross unrealized gain for all investments
in which there is an excess of value over tax cost $860,941,466
Aggregate gross unrealized loss for all investments
in which there is an excess of tax cost over value (72,800,472)
------------
Net unrealized gain $788,140,994
============
(b) At March 31, 2006, the following securities were out on loan:
Shares Security Value
573,800 Halliburton Co. $ 41,898,876
1,876,791 Merrill Lynch & Co., Inc. 147,816,059
3,514,156 Nokia Corp. (A.D.R.) 72,813,312
2,097,626 UNUM Corp. 42,959,380
------------
Total $305,487,628
============
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended March 31, 2006 aggregated $1,051,385,667 and
$1,102,959,161, respectively.
The accompanying notes are an integral part of these financial statements. 21
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 3/31/06 (unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities (including securities loaned of
$307,652,381) (cost $3,998,837,168) $4,798,408,411
Receivables -
Investment securities sold 24,487,808
Fund shares sold 1,592,721
Dividends, interest and foreign taxes withheld 8,767,486
Other 63,329
--------------
Total assets $4,833,319,755
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 27,582,790
Fund shares repurchased 3,415,551
Upon return of securities loaned 316,406,065
Due to bank 2,855,174
Due to affiliates 1,594,321
Accrued expenses 554,226
--------------
Total liabilities $ 352,408,127
--------------
NET ASSETS:
Paid-in capital $3,517,953,671
Undistributed net investment income 21,851,534
Accumulated net realized gain on investments and foreign
currency transactions 141,535,180
Net unrealized gain on investments 799,571,243
--------------
Total net assets $4,480,911,628
==============
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Class A (based on $3,962,223,998/218,980,977 shares) $ 18.09
==============
Class B (based on $43,752,618/2,585,905 shares) $ 16.92
==============
Class C (based on $9,141,849/540,604 shares) $ 16.91
==============
Investor Class (based on $122,028,728/6,738,898 shares) $ 18.11
==============
Class R (based on $127,316/7,276 shares) $ 17.50
==============
Class Y (based on $343,637,119/18,872,481 shares) $ 18.21
==============
MAXIMUM OFFERING PRICE:
Class A ($18.09 [divided by] 94.25%) $ 19.19
==============
22 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/06
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $302,847) $ 46,908,955
Interest 2,550,799
Income from securities loaned, net 51,210
------------
Total investment income $ 49,510,964
------------
EXPENSES:
Management fees
Basic Fee $ 13,320,854
Performance Adjustment (1,875,359)
Transfer agent fees and expenses
Class A 3,577,535
Class B 118,769
Class C 20,984
Investor Class 107,549
Class R 987
Class Y 5,944
Distribution fees
Class A 4,736,250
Class B 233,728
Class C 45,581
Class R 248
Administrative reimbursements 423,081
Custodian fees 124,657
Registration fees 54,849
Professional fees 80,374
Printing expense 137,122
Fees and expenses of nonaffiliated trustees 46,944
Miscellaneous 12,092
------------
Total expenses $ 21,172,189
Less fees paid indirectly (39,988)
------------
Net expenses $ 21,132,201
------------
Net investment income $ 28,378,763
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain on:
Investments $171,272,015
Other assets and liabilities denominated in
foreign currencies (16,082) $171,255,933
------------ ------------
Change in net unrealized loss on investments $ (4,596,989)
------------
Net gain on investments and foreign
currency transactions $166,658,944
------------
Net increase in net assets resulting from operations $195,037,707
============
The accompanying notes are an integral part of these financial statements. 23
Pioneer Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/06 and the Year Ended 9/30/05
Six Months
Ended
3/31/06 Year Ended
(unaudited) 9/30/05
FROM OPERATIONS:
Net investment income $ 28,378,763 $ 34,333,345
Net realized gain on investments and futures contracts 171,255,933 365,072,131
Change in net unrealized gain on investments (4,596,989) 120,243,059
-------------- --------------
Net increase in net assets resulting
from operations $ 195,037,707 $ 519,648,535
-------------- --------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.12 and $0.12 per share, respectively) $ (26,123,558) $ (25,577,281)
Investor Class ($0.14 and $0.07 per share,
respectively) (998,051) (494,415)
Class Y ($0.08 and $0.18 per share, respectively) (1,454,579) (88,697)
Net realized gain:
Class A ($0.12 and $3.56 per share, respectively) $ (26,160,347) $ (712,796,982)
Class B ($0.12 and $3.56 per share, respectively) (340,908) (5,912,060)
Class C ($0.12 and $3.56 per share, respectively) (64,584) (1,766,558)
Investor Class ($0.12 and $0.96 per share,
respectively) (818,170) (6,586,748)
Class R ($0.12 and $3.56 per share, respectively) (842) (3,431)
Class Y ($0.12 and $3.56 per share, respectively) (2,061,923) (1,279,809)
-------------- --------------
Total distributions to shareowners $ (58,022,962) $ (754,505,981)
-------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 165,783,302 $ 188,636,084
Shares issued in reorganization 567,020,957
Reinvestment of distributions 51,657,110 705,941,513
Cost of shares repurchased (368,435,912) (521,289,250)
-------------- --------------
Net increase (decrease) in net assets resulting
from fund share transactions $ (150,995,500) $ 940,309,304
-------------- --------------
Net increase (decrease) in net assets $ (13,980,755) $ 705,451,859
NET ASSETS:
Beginning of period 4,494,892,383 3,789,440,524
-------------- --------------
End of period (including undistributed net investment
income of $21,851,534 and $22,048,959
respectively) $4,480,911,628 $4,494,892,383
============== ==============
24 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
'06 Shares '06 Amount
(unaudited) (unaudited) '05 Shares '05 Amount
CLASS A
Shares sold 4,098,274 $ 72,326,295 9,244,764 $ 164,906,907
Share issued in reorganization 6,351,296 110,131,470
Reinvestment of distributions 2,730,181 48,221,400 39,775,790 691,163,792
Less shares repurchased (15,610,504) (275,821,405) (26,554,629) (476,508,621)
----------- -------------- ----------- --------------
Net increase (decrease) (8,782,049) $ (155,273,710) 28,817,221 $ 489,693,548
=========== ============== =========== ==============
CLASS B
Shares sold 113,671 $ 1,879,933 338,605 $ 5,696,208
Share issued in reorganization 1,481,298 24,011,839
Reinvestment of distributions 18,919 310,278 329,840 5,377,266
Less shares repurchased (665,884) (10,976,051) (845,504) (14,304,832)
----------- -------------- ----------- --------------
Net increase (decrease) (533,294) $ (8,785,840) 1,304,239 $ 20,780,481
=========== ============== =========== ==============
CLASS C
Shares sold 56,766 $ 933,763 144,059 $ 2,414,742
Reinvestment of distributions 3,526 57,754 93,738 1,527,246
Less shares repurchased (64,332) (1,072,490) (206,212) (3,491,263)
----------- -------------- ----------- --------------
Net increase (decrease) (4,040) $ (80,973) 31,585 $ 450,725
=========== ============== =========== ==============
INVESTOR CLASS
Shares sold - $ - 7,745 $ 134,553
Share issued in reorganization 7,975,352 137,973,598
Reinvestment of distributions 93,384 1,651,561 370,664 6,503,458
Less shares repurchased (505,500) (8,956,346) (1,202,747) (21,250,235)
----------- -------------- ----------- --------------
Net increase (decrease) (412,116) $ (7,304,785) 7,151,014 $ 123,361,374
=========== ============== =========== ==============
CLASS R
Shares sold 6,104 $ 103,531 1,614 $ 28,279
Reinvestment of distributions 49 838 193 3,302
Less shares repurchased (868) (15,116) (355) (6,169)
----------- -------------- ----------- --------------
Net increase 5,285 $ 89,253 1,452 $ 25,412
=========== ============== =========== ==============
CLASS Y
Shares sold 5,187,447 $ 90,539,780 863,316 $ 15,455,395
Share issued in reorganization 16,968,012 294,904,050
Reinvestment of distributions 79,975 1,415,279 78,254 1,366,449
Less shares repurchased (4,087,848) (71,594,504) (316,049) (5,728,130)
----------- -------------- ----------- --------------
Net increase 1,179,574 $ 20,360,555 17,593,533 $ 305,997,764
=========== ============== =========== ==============
The accompanying notes are an integral part of these financial statements. 25
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/06 Year Ended
(unaudited) 9/30/05
CLASS A
Net asset value, beginning of period $ 17.55 $ 18.83
---------- ----------
Increase (decrease) from investment operations:
Net investment income $ 0.11 $ 0.14
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 0.67 2.26
---------- ----------
Net increase (decrease) from investment
operations $ 0.78 $ 2.40
Distributions to shareowners:
Net investment income (0.12) (0.12)
Net realized gain (0.12) (3.56)
---------- ----------
Net increase (decrease) in net asset value $ 0.54 $ (1.28)
---------- ----------
Net asset value, end of period $ 18.09 $ 17.55
========== ==========
Total return* 4.44% 13.81%
Ratio of net expenses to average net assets+ 0.98%** 0.98%
Ratio of net investment income to average net assets+ 1.25%** 0.85%
Portfolio turnover rate 49%** 53%
Net assets, end of period (in thousands) $3,962,224 $3,997,849
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.98%** 0.97%
Net investment income 1.25%** 0.86%
Year Ended Year Ended Year Ended Year Ended
9/30/04 9/30/03 9/30/02 9/30/01
CLASS A
Net asset value, beginning of period $ 16.25 $ 15.29 $ 19.12 $ 22.67
---------- ---------- ---------- ----------
Increase (decrease) from investment operations:
Net investment income $ 0.14 $ 0.11 $ 0.15 $ 0.17
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 2.62 3.20 (3.17) (2.05)
---------- ---------- ---------- ----------
Net increase (decrease) from investment
operations $ 2.76 $ 3.31 $ (3.02) $ (1.88)
Distributions to shareowners:
Net investment income (0.14) (0.24) (0.09) (0.14)
Net realized gain (0.04) (2.11) (0.72) (1.52)
---------- ---------- ---------- ----------
Net increase (decrease) in net asset value $ 2.58 $ 0.96 $ (3.83) $ (3.55)
---------- ---------- ---------- ----------
Net asset value, end of period $ 18.83 $ 16.25 $ 15.29 $ 19.12
========== ========== ========== ==========
Total return* 17.04% 22.94% (16.78)% (8.88)%
Ratio of net expenses to average net assets+ 1.02% 1.19% 1.16% 1.01%
Ratio of net investment income to average net assets+ 0.72% 0.85% 0.74% 0.76%
Portfolio turnover rate 40% 40% 61% 3%
Net assets, end of period (in thousands) $3,745,950 $3,424,962 $3,016,623 $3,885,560
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.02% 1.19% 1.16% 0.99%
Net investment income 0.72% 0.85% 0.74% 0.78%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 26
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/06 Year Ended
(unaudited) 9/30/05
CLASS B
Net asset value, beginning of period $ 16.40 $ 17.87
------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.03 $ (0.04)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 0.61 2.13
------- -------
Net increase (decrease) from investment operations $ 0.64 $ 2.09
Distributions to shareowners:
Net investment income - -
Net realized gain (0.12) (3.56)
------- -------
Net increase (decrease) in net asset value $ 0.52 $ (1.47)
------- -------
Net asset value, end of period $ 16.92 $ 16.40
======= =======
Total return* 3.90% 12.66%
Ratio of net expenses to average net assets+ 2.06%** 2.03%
Ratio of net investment income (loss) to average net assets+ 0.15%** (0.21)%
Portfolio turnover rate 49%** 53%
Net assets, end of period (in thousands) $43,753 $51,164
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.06%** 2.02%
Net investment income (loss) 0.15%** (0.20)%
Year Ended Year Ended Year Ended Year Ended
9/30/04 9/30/03 9/30/02 9/30/01
CLASS B
Net asset value, beginning of period $ 15.45 $ 14.71 $ 18.53 $ 22.11
------- -------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.04) $ (0.13) $ (0.08) $ 0.01
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 2.50 3.08 (3.02) (2.06)
------- -------- ------- -------
Net increase (decrease) from investment operations $ 2.46 $ 2.95 $ (3.10) $ (2.05)
Distributions to shareowners:
Net investment income - (0.10) - -
Net realized gain (0.04) (2.11) (0.72) (1.53)
------- -------- ------- -------
Net increase (decrease) in net asset value $ 2.42 $ 0.74 $ (3.82) $ (3.58)
------- -------- ------- -------
Net asset value, end of period $ 17.87 $ 15.45 $ 14.71 $ 18.53
======= ======== ======= =======
Total return* 15.95% 2111.00% (17.68)% (9.84)%
Ratio of net expenses to average net assets+ 1.89% 2.69% 2.28% 2.07%
Ratio of net investment income (loss) to average net assets+ (0.15)% (0.66)% (0.38)% (0.30)%
Portfolio turnover rate 40% 40% 61% 3%
Net assets, end of period (in thousands) $32,440 $ 21,666 $17,976 $22,372
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.89% 2.68% 2.29% 2.05%
Net investment income (loss) (0.15)% (0.65)% (0.39)% (0.28)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 27
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/06 Year Ended
(unaudited) 9/30/05
CLASS C
Net asset value, beginning of period $ 16.39 $ 17.87
-------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.02 $ (0.04)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 0.62 2.12
-------- -------
Net increase (decrease) from investment operations $ 0.64 $ 2.08
Distributions to shareowners:
Net investment income - -
Net realized gain (0.12) (3.56)
-------- -------
Net increase (decrease) in net asset value $ 0.52 $ (1.48)
-------- -------
Net asset value, end of period $ 16.91 $ 16.39
======== =======
Total return* 3.91% 12.60%
Ratio of net expenses to average net assets+ 2.01%** 2.08%
Ratio of net investment income (loss) to average net assets+ 0.22%** (0.25)%
Portfolio turnover rate 49%** 53%
Net assets, end of period (in thousands) $ 9,142 $ 8,926
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.01%** 2.07%
Net investment income (loss) 0.22%** (0.24)%
Year Ended Year Ended Year Ended Year Ended
9/30/04 9/30/03 9/30/02 9/30/01
CLASS C
Net asset value, beginning of period $ 15.49 $ 14.69 $ 18.53 $ 22.16
------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.09) $ (0.12) $ (0.10) $ 0.04
Net realized and unrealized gain (loss) on investments
and foreign currency transactions 2.51 3.13 (3.02) (2.12)
------- ------- ------- -------
Net increase (decrease) from investment operations $ 2.42 $ 3.01 $ (3.12) $ (2.08)
Distributions to shareowners:
Net investment income - (0.10) - (0.02)
Net realized gain (0.04) (2.11) (0.72) (1.53)
------- ------- ------- -------
Net increase (decrease) in net asset value $ 2.38 $ 0.80 $ (3.84) $ (3.63)
------- ------- ------- -------
Net asset value, end of period $ 17.87 $ 15.49 $ 14.69 $ 18.53
======= ======= ======= =======
Total return* 15.66% 21.61% (17.79)% (9.98)%
Ratio of net expenses to average net assets+ 2.21% 2.48% 2.32% 2.15%
Ratio of net investment income (loss) to average net assets+ (0.47)% (0.44)% (0.42)% (0.39)%
Portfolio turnover rate 40% 40% 61% 3%
Net assets, end of period (in thousands) $ 9,168 $ 6,349 $ 4,256 $ 4,431
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.20% 2.47% 2.32% 2.11%
Net investment income (loss) (0.46)% (0.43)% (0.42)% (0.35)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
28 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
For the period
Six Months from 12/11/04
Ended (Commencement
3/31/06 of Operations) to
(unaudited) 9/30/05
INVESTOR CLASS
Net asset value, beginning of period $ 17.57 $ 17.30
-------- --------
Increase from investment operations:
Net investment income $ 0.14 $ 0.15
Net realized and unrealized gain on investments
and foreign currency transactions 0.66 1.15
-------- --------
Net increase from investment operations $ 0.80 $ 1.30
Distributions to shareowners:
Net investment income (0.14) (0.07)
Net realized gain (0.12) (1.10)
-------- --------
Net increase in net asset value $ 0.54 $ 0.13
-------- --------
Net asset value, end of period $ 18.11 $ 17.43
======== ========
Total return* 4.59% 7.54%***
Ratio of net expenses to average net assets+ 0.73%** 0.75%**
Ratio of net investment income to average net assets+ 1.50%** 1.03%**
Portfolio turnover rate 49%** 53%
Net assets, end of period (in thousands) $122,029 $125,647
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.73%** 0.74%**
Net investment income 1.50%** 1.04%**
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
*** Not annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 29
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended 4/1/03
3/31/06 Year Ended Year Ended to
(unaudited) 3/30/05 3/30/04 9/30/03
CLASS R
Net asset value, beginning of period $ 17.10 $ 18.64 $ 16.24 $ 13.91
-------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.11) $ (0.18) $ (0.12) $ 0.05
Net realized and unrealized gain on investments and foreign
currency transactions 0.63 2.20 2.65 2.34
-------- ------- ------- -------
Net increase from investment operations $ 0.52 $ 2.02 $ 2.53 $ 2.39
Distributions to shareowners:
Net investment income - - (0.09) (0.06)
Net realized gain (0.12) (3.56) (0.04) -
-------- ------- ------- -------
Net increase (decrease) in net asset value $ 0.40 $ (1.54) $ 2.40 $ 2.33
-------- ------- ------- -------
Net asset value, end of period $ 17.50 $ 17.10 $ 18.64 $ 16.24
======== ======= ======= =======
Total return* 3.04% 11.65% 15.64% 17.19%
Ratio of net expenses to average net assets+ 3.04%** 3.05% 2.79% 1.42%**
Ratio of net investment income (loss) to average net assets+ (0.72)%** (1.17)% (1.02)% 0.71%**
Portfolio turnover rate 49%** 53% 40% 40%
Net assets, end of period (in thousands) $ 127 $ 34 $ 10 $ 1
Ratios assuming reduction for fees paid indirectly:
Net expenses 3.04%** 3.03% 2.77% 1.42%**
Net investment income (loss) (0.72)%** (1.15)% (1.00)% 0.71%**
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
30 The accompanying notes are an integral part of these financial statements.
Pioneer Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
For the period
Six Months from 8/11/04
Ended (Commencement
3/31/06 Year Ended of Operations) to
(unaudited) 9/30/05 9/30/04
CLASS Y
Net asset value, beginning of period $ 17.59 $ 18.84 $ 18.16
-------- -------- -------
Increase from investment operations:
Net investment income $ 0.14 $ 0.12 $ 0.02
Net realized and unrealized gain
on investments and foreign
currency transactions 0.68 2.37 0.66
-------- -------- -------
Net increase from investment
operations $ 0.82 $ 2.49 $ 0.68
-------- -------- -------
Distributions to shareowners:
Net investment income (0.08) (0.18) -
Net realized gain (0.12) (3.56) -
-------- -------- -------
Net increase (decrease) in net asset value $ 0.62 $ (1.25) $ 0.68
-------- -------- -------
Net asset value, end of period $ 18.21 $ 17.59 $ 18.84
======== ======== =======
Total return* 4.69% 14.40% 3.74%(a)
Ratio of net expenses to average net assets+ 0.56%** 0.59% 0.61%**
Ratio of net investment income to average
net assets+ 1.69%** 1.50% 1.37%**
Portfolio turnover rate 49%** 53% 40%
Net assets, end of period (in thousands) $343,637 $311,272 $ 1,872
Ratios assuming reduction for fees
paid indirectly:
Net expenses 0.56%** 0.59% 0.61%**
Net investment income 1.69%** 1.51% 1.37%**
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
(a) Not annualized.
The accompanying notes are an integral part of these financial statements. 31
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/06 (unaudited)
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Value Fund (the Fund), is a Delaware statutory trust registered under
the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is reasonable income
and growth of capital.
The Trustees have authorized the issuance of six classes of shares of the Fund.
The Fund offers six classes of shares designated as Class A, Class B, Class C,
Investor Class, Class R and Class Y shares. Investor Class shares were first
issued on December 10, 2004. Class R shares were first publicly offered on
April 1, 2003 and Class Y shares were first publicly offered on August 11,
2004. The Fund is not offering additional Investor Class shares except in
connection with the reinvestment of dividends on the Fund's outstanding
Investor Class shares. Each class of shares represents an interest in the same
portfolio of investments of the Fund and has equal rights to voting,
redemptions, dividends and liquidation, except that each class of shares can
bear different transfer agent and distribution fees and have exclusive voting
rights with respect to the distribution plans that have been adopted by Class
A, Class B, Class C and Class R shareowners, respectively. There is no
distribution plan for Class Y and Investor Class shares.
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 period. Actual results could differ from those estimates. The
following is a summary of significant accounting policies followed by the Fund
in 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
32
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
are valued at the last sale price on the principal exchange where they are
traded. Securities that have not traded on the date of valuation, or
securities for which sale prices are not generally reported, are valued at
the mean between the last bid and asked prices. Securities for which
market quotations are not readily available are valued at their fair
values as determined by, or under the direction of, the Board of Trustees.
Trading in foreign securities is substantially completed each day at
various 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 also may use the fair value of 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 March 31, 2006 there were no securities fair
valued. Temporary cash investments are valued at amortized cost.
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.
The Fund's investments in emerging markets or countries with limited or
developing markets may subject the Fund to a greater degree of risk than
investments in a developed market. Information regarding the Fund's
principal investment risks is contained in the Fund's prospectus(es).
Please refer to those documents when considering the Fund's risks.
B. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions represent,
among other things, the net realized gains and losses on foreign currency
contracts, disposition of foreign currencies and the
33
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
difference between the amount of income accrued and the U.S. dollars
actually received. Further, the effects of changes in foreign currency
exchange rates on investments are not segregated in the statement of
operations from the effects of changes in market price of those securities
but are included with the net realized and unrealized gain or loss on
investments.
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income and net realized capital gains, if
any, to its shareowners. Therefore, no federal income tax provision is
required.
The 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 either from or in
excess of net investment income or net realized gain on investment
transactions, or from paid-in capital, depending on the type of book/tax
differences that may exist.
The tax character of distributions paid will be determined at the end of
the current fiscal year. The tax character of distributions paid during
the year ended September 30, 2005 was as follows:
- -------------------------------------------------
2005
- -------------------------------------------------
Distributions paid from:
Ordinary income $ 72,054,389
Long-term capital gain 682,451,592
Return of capital --
-------------
Total $ 754,505,981
=============
- --------------------------------------------------
34
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The following shows the components of distributable earnings on a
federal income tax basis at September 30, 2005.
- --------------------------------------------------
2005
- --------------------------------------------------
Undistributed ordinary income $ 22,048,959
Undistributed long-term gain 11,156,268
Unrealized appreciation 792,747,984
------------
Total $825,953,211
============
- --------------------------------------------------
The difference between book-basis and tax-basis unrealized appre
ciation is attributable to the tax deferral of losses on wash sales.
D. Forward Foreign Currency Contracts
The Fund enters into forward foreign currency contracts (contracts) for
the purchase or sale of a specific foreign currency at a fixed price on a
future date as a hedge or cross-hedge against either specific investment
transactions (settlement hedges) or portfolio positions (portfolio
hedges). All contracts are marked to market daily at the applicable
exchange rates, and any resulting unrealized gains or losses are recorded
in the Fund's financial statements. The Fund records realized gains and
losses at the time a portfolio hedge is offset by entry into a closing
transaction or extinguished by delivery of the currency. Risks may arise
upon entering into these contracts from the potential inability of
counterparties to meet the terms of the contract and from unanticipated
movements in the value of foreign currencies relative to the U.S. dollar.
As of March 31, 2006, the Fund had no outstanding settlement or portfolio
hedges.
E. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredito Italiano S.p.A.
(UniCredito Italiano), earned $90,707 in underwriting commissions on the
sale of Class A shares during the six months ended March 31, 2006.
35
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
F. Class Allocations
Distribution fees are calculated based on the average daily net asset
value attributable to Class A, Class B, Class C and Class R shares of the
Fund, respectively (see Note 4). Investor Class and Class Y shares are not
subject to a distribution plan. Shareowners of each class share all
expenses and fees paid to the transfer agent, Pioneer Investment
Management Shareholder Services, Inc. (PIMSS), for its services, which are
allocated based on the number of accounts in each class and the ratable
allocation of related out-of-pocket expenses (see Note 3). Income, common
expenses and realized and unrealized gains and losses are calculated at
the Fund level and allocated daily to each class of shares based on the
respective percentage of adjusted net assets at the beginning of the day.
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B, Class C, Investor Class, Class R and Class Y
shares can bear different transfer agent and distribution fees.
G. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value
of the underlying securities (collateral), including accrued interest
received from counterparties, is required to be at least equal to or in
excess of the value of the repurchase agreement at the time of purchase.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian, or subcustodians. The
Fund's investment adviser, Pioneer Investment Management, Inc. (PIM), is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
H. Security Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors, with the Fund's custodian acting as the
lending agent. When entering into a loan, the Fund receives collateral,
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Fund also continues to receive interest or
payments in lieu of dividends on the securities
36
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
loaned. Gain or loss in the fair value of the loaned securities that may
occur during the term of the loan will be for the account of the Fund. The
loans are secured by collateral of at least 102%, at all times, of the
fair value of the securities loaned. The amount of the collateral will be
adjusted daily to reflect any price fluctuation in the value of the loaned
securities. The Fund has the right under the lending agreements to recover
the securities from the borrower on demand. The Fund invests cash
collateral in the Securities Lending Investment Fund, which is managed by
Brown Brothers Harriman & Co., the Fund's custodian.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredito Italiano, manages the
Fund's portfolio. PIM receives a basic fee that is calculated at the annual
rate of 0.60% of the Fund's average daily net assets up to $5 billion, 0.575%
on the next $5 billion and 0.55% on the excess over $10 billion. The basic fee
is subject to a performance adjustment (limited to a maximum of +/-0.10% applied
to average assets during the measurement period) based on the Fund's investment
performance as compared with the Russell 1000[RegTM] Value Index over a rolling
36-month period. In addition, the fee is further limited to a maximum
annualized rate adjustment of +/-0.10% (a "ceiling" and a "floor") applied to
average assets during the current month. Effective August 1, 2004, PIM
commenced a voluntary waiver of the minimum fee provision (the "floor"), but
may reimpose it in the future. Pursuant to a shareowner vote on April 17, 2003
the benchmark was changed from the Lipper Growth & Income Funds Index effective
May 1, 2003; however, the Lipper Growth & Income Index will be used for monthly
periods prior to May 1, 2003 until it is eventually phased out. For the six
months ended March 31, 2006, the aggregate performance adjustment resulted in a
decrease to the basic fee of $1,875,359. For the six months ended March 31,
2006, the net management fee was equivalent to 0.52% of average daily net
assets.
Through December 10, 2006, PIM has agreed not to impose all or a portion of its
management fees and to assume other operating expenses (excluding taxes,
commissions, interest and extraordinary expenses) of the Fund to the extent
necessary to limit Investor Class expenses to 1.10% of the average daily net
assets attributable to Investor Class shares.
37
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At March 31, 2006, $77,280 was payable to PIM
related to management fees, administration costs and certain other services and
is included in due to affiliates.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in due to affiliates is $1,489,316 in transfer agent
fees payable to PIMSS at March 31, 2006.
4. Distribution and Service Plans
The Fund adopted a Plan of Distribution with respect to Class A, Class B, Class
C and Class R shares in accordance with Rule 12b-1 under the Investment Company
Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service fee of
up to 0.25% of the average daily net assets attributable to Class A shares in
reimbursement of its actual expenditures to finance activities primarily
intended to result in the sale of Class A shares. Pursuant to the Class B Plan
and the Class C Plan, the Fund pays PFD 1.00% of the average daily net assets
attributable to each class of shares. The fee consists of a 0.25% service fee
and a 0.75% distribution fee paid as compensation for personal services and/or
account maintenance services or distribution services with regard to Class B
and Class C shares. Pursuant to the Class R Plan, the Fund pays PFD 0.50% of
the average daily net assets attributable to Class R shares as compensation for
distribution services. Included in due to affiliates is $27,725 in distribution
fees payable to PFD at March 31, 2006.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay as compensation to
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 Y and Investor
Class shares) may be subject to a contingent deferred sales charge (CDSC).
Effective February 1, 2004, a CDSC of 1.00% may be
38
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
imposed on redemptions of certain net asset value purchases of Class A shares
within 18 months of purchase (12 months for shares purchased prior to February
1, 2004). Effective December 1, 2004 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.
Shares purchased prior to December 1, 2004, remain subject to the CDSC in
effect at the time those shares were purchased. Redemptions of Class C shares
within one year of purchase are subject to a CDSC of 1.00%. Redemptions of
Class R shares within 18 months of purchase were subject to a CDSC of 1.00%.
Effective July 1, 2004, the CDSC on Class R shares was eliminated. Proceeds
from the CDSCs are paid to PFD. For the six months ended March 31, 2006, CDSCs
in the amount of $44,130 were paid to PFD.
5. Commission Recapture and Expense Offset Arrangements
Effective July 15, 2005, the Fund has entered into commission recapture
arrangements with brokers with whom PIM places trades on behalf of the Fund
where they provide services to the Fund in addition to trade execution. These
services included payments of certain expenses on behalf of the Fund. For the
six months ended March 31, 2006, expenses were reduced by $7,347 under this
agreement. In addition, 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 March
31, 2006, the Fund's expenses were reduced by $32,641 under such arrangements.
6. Line of Credit
The Fund, along with certain others in the Pioneer Family of Funds (the Funds),
collectively participate in a $50 million committed, unsecured revolving line
of credit facility. Borrowings are used solely for temporary or emergency
purposes. The Fund may borrow up to the lesser of $50 million or the limits set
by its prospectus for borrowings. Interest on collective borrowings is payable
at the Federal Funds Rate plus 1/2%, on an annualized basis. The Funds pay an
annual commitment fee for this facility. The commitment fee is allocated among
such Funds based on their respective borrowing limits. For the six months ended
March 31, 2006, the Fund had no borrowings under this agreement.
39
Pioneer Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
7. Merger Information
On December 8, 2004, beneficial owners of Safeco Large-Cap Value Fund (one of
the series that comprised Safeco Common Stock Trust) approved a proposed
Agreement and Plan of Reorganization that provided for the merger listed below.
This tax-free reorganization was accomplished on December 10, 2004, by
exchanging all of the Safeco Fund's net assets for Investor Class shares, based
on the Fund's Class A shares' ending net asset value. The following charts show
the details of the reorganization as of that closing date ("Closing Date"):
- --------------------------------------------------------------------------------------
Safeco
Pioneer Large-Cap Pioneer
Value Fund Value Fund Value Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- --------------------------------------------------------------------------------------
Net Assets $3,928,863,026 $137,973,598 $4,079,685,285
Shares
Outstanding 227,295,131 7,250,390 235,410,358
Investor Class
Shares Issued -- -- 7,975,352
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Unrealized
Appreciation Accumulated
on Closing Realized Gain
Date (on Closing Date)
- --------------------------------------------------------------------------------------
Safeco Large-Cap Value Fund $ 32,305,797 $ 14,519,243
- --------------------------------------------------------------------------------------
In addition, on September 22, 2005, beneficial owners of AmSouth Value Fund
approved a proposed Agreement and Plan of Reorganization that provided for the
merger listed below. This tax-free reorganization was accomplished on September
23, 2005, by exchanging all of AmSouth Value Fund's net assets for Value Fund's
shares, based on Value Fund's Class A, Class B, Class C, Investor Class, Class
R and Class Y shares' ending net asset value, respectively. The following
charts show the details of the reorganizations as of that closing date
("Closing Date"):
40
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Pioneer AmSouth Pioneer
Value Fund Value Fund Value Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- --------------------------------------------------------------------------------------
Net Assets
Class A $3,846,864,590 $110,131,470 $3,956,996,060
Class B $ 26,743,819 $ 24,011,838 $ 50,755,657
Class C $ 8,808,028 $ - $ 8,808,028
Class R $ 33,730 $ - $ 33,730
Class Y $ 14,016,138 $ - $ 308,920,188
Investor Class $ 124,517,490 $ - $ 124,517,490
Class I $ - $294,904,050 $ -
Total Net
Assets $4,020,983,794 $429,047,359 $4,450,031,153
Shares
Outstanding
Class A 221,821,985 6,958,193 228,173,281
Class B 1,650,090 1,553,237 3,131,388
Class C 543,908 - 543,908
Class R 1,994 - 1,994
Class Y 808,519 - 20,776,532
Investor Class 7,173,404 - 7,173,404
Class I - 18,668,696 -
Shares
Issued in
Reorganization
Class A 6,351,296
Class B 1,481,298
Class Y 16,968,012
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Unrealized Accumulated
Depreciation on Gain on
Closing Date Closing Date
- --------------------------------------------------------------------------------------
AmSouth Value Fund $73,055,075 $(28,434,297)
- --------------------------------------------------------------------------------------
41
Pioneer Value Fund
- --------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT
- --------------------------------------------------------------------------------
The Investment Company Act of 1940 requires that both the Board of Trustees and
a majority of the Independent Trustees (collectively "the Trustees") vote
separately annually to approve the Fund's management contract (the "Management
Contract"). The Trustees have determined that the terms of the Management
Contract are fair and reasonable and that renewal of the contract will enable
the Fund to receive quality investment advisory services at a cost deemed
reasonable and is in the best interests of the Fund and its shareholders. In
making such determinations, the Independent Trustees relied upon the assistance
of counsel to the Independent Trustees and counsel to the Fund.
Throughout the year, the Independent Trustees regularly met in executive
session separately from the Interested Trustees of the Fund and any officer of
Pioneer Investment Management, Inc., the Fund's adviser (the "Investment
Adviser"), or its affiliates. While the Trustees, including the Independent
Trustees, act on all major matters relating to the Fund, a significant portion
of the activities of the Board of Trustees (including certain of those
described herein) is conducted through committees, the members of which are
comprised exclusively of Independent Trustees. Such committee meetings are
attended by officers of the Fund or the Investment Adviser to the extent
requested by the members of the committee.
In evaluating the Management Contract, the Trustees conducted a review that was
specifically focused upon the renewal of the Management Contract, and relied
upon their knowledge, resulting from their meetings throughout the year, of the
Investment Adviser, its services and the Fund. Both in meetings specifically
dedicated to renewal of the Management Contract and at other meetings during
the course of the year, the Trustees, including the Independent Trustees,
received materials relating to the Investment Adviser's investment and
management services under the Management Contract. These materials included (i)
information on the investment performance of the Fund, a peer group of funds
and an index, in each case selected by the Independent Trustees for this
purpose, (ii) sales and redemption data in respect of the Fund, (iii) the
general investment outlook in the markets in which the Fund invests, (iv)
arrangements in respect of the distribution of the Fund's shares, (v) the
procedures employed to determine the value of each of the Fund's assets, (vi)
the Investment Adviser's management of the relationships with the Fund's
unaffiliated service providers, (vii) the record of compliance with the Fund's
42
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
investment policies and restrictions and with the Fund's Code of Ethics and the
structure and responsibilities of the Investment Adviser's compliance
department, (viii) the nature, cost and character of non-investment management
services provided by the Investment Adviser and its affiliates and (ix) the
disclosures included in the Fund's prospectuses and reports to shareholders.
Specifically in connection with the Independent Trustees' review of the
Management Contract, the Independent Trustees requested and the Investment
Adviser provided additional information in order to evaluate the quality of the
Investment Adviser's services and the reasonableness of the fee under the
Management Contract. Among other items, this information included data or
analyses of (1) investment performance for one, three, five and ten year
periods for the Fund and a peer group selected by the Independent Trustees for
this purpose, (2) management fees incurred by a peer group of funds selected by
the Independent Trustees for this purpose, (3) the advisory fees of comparable
portfolios of other clients of the Investment Adviser, (4) expense ratios for
the Fund and a peer group of funds selected by the Independent Trustees for
this purpose, (5) the overall organization of the Investment Adviser, (6) the
Investment Adviser's financial results and condition, including its and certain
of its affiliates profitability from services per formed for the Fund, (7)
transfer agency fees and administrative reimbursements paid to the Investment
Adviser or affiliates, (8) investment management staffing, and (9) operating
expenses paid to third parties. The Trustees also reviewed information
regarding the potential for each of the Fund and the Investment Adviser to
benefit from further economies of scale in the management of the Fund in light
of reasonable growth expectations for the Fund, the break points in the Fund's
management fee and a peer group of funds selected by the Independent Trustees
for this purpose and certain of the Fund's expenses that are not incurred as
fees based on a percentage of net assets.
The following summarizes factors considered by the Trustees in connection with
reviewing the information described above and their renewal of the Fund's
Management Contract. The Trustees did not identify any single factor as
all-important or controlling, and the summary does not detail all the matters
that were considered.
A. Ancillary Benefits to Shareholders. The Trustees considered the benefits
to shareholders of investing in a Fund that is part of a
43
Pioneer Value Fund
- --------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT (continued)
- --------------------------------------------------------------------------------
large number of investment companies offering a variety of investment
disciplines and providing for a large variety of Fund and shareholder
services.
B. Compliance and Investment Performance. The Trustees determined that the
Investment Adviser had policies and systems reasonably designed to achieve
compliance with the Fund's investment objective and regulatory
requirements. The Trustees also reviewed the Fund's investment performance
based upon total return, as well as the Fund's performance compared to
both the performance of a peer group and the results of an index, in each
case selected by the Independent Trustees for this purpose. The Fund's
performance, based upon total return, was in the fourth quintile of the
peer group for the 12 months ended June 30, 2005, the third quintile for
the three years ended June 30, 2005, was in the third quintile for the
five years ended June 30, 2005 and was in the fifth quintile for the ten
year period ended June 30, 2005. (In all quintile rankings referred to
throughout this discussion first quintile is most favorable to the Fund's
shareholders. Thus, highest relative performance would be first quintile
and lowest relative expenses also would be first quintile.) The Trustees
concluded that the performance of the Fund supported the continuation of
the Management Contract.
C. The Investment Adviser's Personnel and Methods. The Trustees reviewed the
background of members of the team responsible for the daily management of
the Fund and the Fund's investment objective and discipline. The
Independent Trustees also have had discussions with senior management of
the Investment Adviser responsible for investment operations and the
senior management of the Investment Adviser's equities group. Among other
things, the Trustees considered the number, education and experience of
the Investment Adviser's investment staff and their use of technology and
emphasis on analytics in view of the risk profile of securities in which
the Fund invests. The Trustees concluded that the Investment Adviser had
the quality and depth of personnel and the well-developed methods
essential to per forming its duties under the Management Contract.
44
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
D. Nature and Quality of Other Services. The Trustees considered the nature,
quality, cost and extent of other services provided to shareholders of the
Fund, including administrative and shareholder services per formed by the
Investment Adviser under the Management Contract. The Trustees also
considered the reasonableness of the arrangements for reimbursement of the
Investment Adviser's out-of-pocket costs and expenses, including overhead,
for certain administrative services that the Investment Adviser is not
required to provide under the Management Contract. The Trustees also
considered the nature and extent of the other services provided by the
Investment Adviser's affiliates under other contracts and its supervision
of third party service providers. Based on these considerations, the
Trustees concluded that the nature, quality, cost and extent of such
services are satisfactory and reliable and serve the shareholders of the
Fund well.
E. Management Fee and Expenses. The Trustees considered the Investment
Adviser's fee under the Management Contract relative to the management
fees charged by a peer group of funds selected by the Independent Trustees
for this purpose using data provided by an independent third party. The
Fund's management fee was in the second quintile for the 12 months ended
June 30, 2005 relative to the management fees paid by the other funds in
that peer group for the comparable period. The Trustees also considered
that the Fund's performance fee structure aligned the interests of the
shareholders and the Investment Adviser. The Trustees noted that the
Investment Adviser was waiving the floor on the management fee, but did
not take that into consideration in evaluating the contract. The Trustees
determined that the fee under the Management Contract was reasonable and
fair in light of both the overall nature and quality of services provided
by the Investment Adviser and the fees charged by the funds in the peer
group. The Trustees also considered the Fund's expense ratio for the 12
months ended June 30, 2005 and expense ratios for the comparable period of
an applicable peer group of funds. The Fund's expense ratio was in the
second quintile of the applicable peer group for the most recent fiscal
45
Pioneer Value Fund
- --------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT (continued)
- --------------------------------------------------------------------------------
year of the peer group. The Trustees concluded that the Fund's overall
expense ratio was comparable to the expense ratios of similar funds.
F. Profitability. The Trustees considered the level of the Investment
Adviser's profits with respect to the management of the Pioneer Funds,
including details with respect to the Fund. This consideration included a
review of the Investment Adviser's methodology in allocating certain of
its costs to the management of each Fund. The Trustees also considered the
financial results realized by the Investment Adviser in connection with
the operation of the Fund. They further considered the profits realized by
the Investment Adviser and its affiliates from non-fund businesses that
may benefit from or be related to the Fund's business. The Trustees
considered the Investment Adviser's profit margins in comparison with the
limited available industry data. The Trustees concluded that the
Investment Adviser's profits from management of the Pioneer Funds,
including the financial results derived from the Fund, bear a reasonable
relationship to the services rendered and are fair for the management of
the Fund.
G. 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. Because of breakpoints in
the management fee, the Trustees concluded that any perceived or potential
economies of scale would be shared at future asset levels in a reasonable
manner as the Fund grows in size between Fund's shareholders and the
Investment Adviser.
H. Other Benefits to the Investment Adviser. The Trustees also considered the
character and amount of fees paid by the Fund, other than under the
Management Contract, for services provided by the Investment Adviser and
affiliates, including fees for services such as shareholder services. The
Trustees also considered the receipt of sales loads and payments under
Rule 12b-1 plans in respect of the Pioneer Funds (including the Fund), and
benefits to the Investment Adviser from the use of "soft" commission
dollars
46
Pioneer Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
to pay for research services. The Trustees further considered the revenues
and profitability of the Investment Adviser's businesses other than the
fund business, including the Investment Adviser's institutional investment
advisory business. The Trustees considered the intangible benefits that
accrue to the Investment Adviser and its affiliates by virtue of its
relationship with the Fund and the Pioneer Funds as a group. The Trustees
concluded that all these types of benefits accruing to the Investment
Adviser were reasonable in the context of the overall relationship between
the Investment Adviser and the Fund.
Conclusion. The Trustees, in light of the Investment Adviser's overall
performance, considered it appropriate to continue to retain the management
services of the Investment Adviser. Based on their evaluation of all material
factors deemed relevant and the advice of independent counsel, the Trustees
concluded that the Management Contract with the Fund is fair and reasonable and
voted to approve the continuation of the Management Contract for another year.
47
Pioneer Value Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
David R. Bock Osbert M. Hood, Executive
Mary K. Bush Vice President
Margaret B.W. Graham Vincent Nave, Treasurer
Thomas J. Perna Dorothy E. Bourassa, Secretary
Marguerite A. Piret
John Winthrop
Investment Adviser and Administrator
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Wilmer Cutler Pickering Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). 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 www.pioneerfunds.com. This information is also available on our
web site at www.pioneerfunds.com and on the Securities and Exchange
Commission's web site at http://www.sec.gov.
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HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvest.com
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
Before investing consider the Fund's investment objectives, risks, charges and
expenses. Contact your advisor or Pioneer Investments for a prospectus
containing this information. Read it carefully.
The Fund files a complete statement 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.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
N/A
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
N/A
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
N/A
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
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(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
N/A
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's independent auditor, Ernst &
Young LLP ("E&Y"), has advised the Audit
Committee of the Fund's Board of Trustees that
E&Ys Spanish affiliate (E&Y Spain) performed
certain non-audit work for Pioneer Global
Investments Limited ("PGIL"), an affiliate of the
Funds investment adviser. The services involved
the receipt and disbursement of monies transferred
to E&Y Spain by PGIL in payment of individual
payroll and related income tax withholdings due on
returns prepared by E&Y Spain for certain PGIL
employees located in Spain from February 2001 to
October 2005. E&Y became auditors of the Fund in
May 2002. These payroll and tax services were
discontinued in November 2005. The annual fee
received by E&Y Spain for all such services totaled
approximately 9,000 Euro per year. E&Y has informed
the Audit Committee that based on its internal
reviews and the de minimus nature of the services
provided and fees received, E&Y does not believe
its independence with respect to the Fund has been
impaired or that it is disqualified from acting as
independent auditors to the Fund.
N/A
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer and principal financial
officer have concluded, that the registrant's disclosure controls and
procedures are effective based on their evaluation of these controls and
procedures as of a date within 90 days of the filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the registrant's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Value Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date May 30, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date May 30, 2006
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date May 30, 2006
* Print the name and title of each signing officer under his or her signature.