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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 811-21664
Pioneer Series Trust III
(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: June 30
Date of reporting period: July 1, 2008 through June 30, 2009
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
Pioneer Cullen
Value Fund
- --------------------------------------------------------------------------------
Annual Report | June 30, 2009
- --------------------------------------------------------------------------------
Ticker Symbols:
Class A CVFCX
Class B CVFBX
Class C CVCFX
Class R CVRFX
Class Y CVFYX
Class Z CVFZX
[LOGO]PIONEER
Investments(R)
visit us: pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 16
Schedule of Investments 18
Financial Statements 25
Notes to Financial Statements 35
Report of Independent Registered Public Accounting Firm 43
Trustees, Officers and Service Providers 45
Pioneer Cullen Value Fund | Annual Report | 6/30/09 1
President's Letter
Dear Shareowner,
Stock and bond markets around the globe have been experiencing one of their
most tumultuous periods in history. Investors have witnessed volatility of a
magnitude that many have never before seen. Distance often provides the best
vantage point for perspective. Still, we believe that the benefits of basic
investment principles that have stood the test of time -- even in the midst of
market turmoil -- cannot be underestimated.
First, invest for the long term. The founder of Pioneer Investments, Philip L.
Carret, began his investment career during the 1920s. One lesson he learned is
that while great prosperity affords an advantageous time for selling stocks,
extreme economic slumps can create opportunities for purchase. Indeed, many of
our portfolio managers, who follow the value-conscious investing approach of
our founder, are looking at recent market conditions as an opportunity to buy
companies whose shares we believe have been unjustifiably beaten down by
indiscriminate selling, but that we have identified as having strong prospects
over time. While investors may be facing a sustained market downturn, we
continue to believe that patience, along with staying invested in the market,
are important considerations for long-term investors.
A second principle is to stay diversified across different types of
investments. The global scope of the current market weakness poses challenges
for this basic investment axiom. But the turbulence makes now a good time to
reassess your portfolio and make sure that your investments continue to meet
your needs. We believe you should work closely with your financial advisor to
find the mix of stocks, bonds and money market assets that is best aligned to
your particular risk tolerance and investment objective.
As the investment markets sort through the continuing crisis in the financial
industry, we are staying focused on the fundamentals and risk management. With
more than 80 years of experience behind us, we have learned how to navigate
turbulent markets. At Pioneer Investments, risk management has always been a
critical part of our culture -- not just during periods of extraordinary
volatility. Our investment process is based on fundamental research,
quantitative analysis and active portfolio management. This three-pillared
process, which we apply to each of our portfolios, is supported by an
integrated team approach and is designed to carefully balance risk and reward.
While we
2 Pioneer Cullen Value Fund | Annual Report | 6/30/09
see potential chances for making money in many corners of the market, it takes
research and experience to separate solid investment opportunities from
speculation.
We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
www.pioneerinvestments.com. Thank you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA Inc.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 3
Portfolio Management Discussion | 6/30/09
Domestic stocks plummeted during the final months of 2008 and the first two
months of 2009. However, the prolonged market slide suddenly reversed course in
March 2009. Lower-quality, higher-volatility stocks led a dramatic resurgence
during March and April 2009, before the new market trend appeared to broaden in
May and June. The late rally, however, was not sufficient to erase the losses
of the previous eight months. In the following interview, James P. Cullen,
President of Cullen Capital Management, LLC, discusses the factors that
influenced the performance of Pioneer Cullen Value Fund during the 12 months
ended June 30, 2009. Mr. Cullen oversees the team responsible for the daily
management of the Fund.
Q How did the Portfolio perform during the 12 months ended June 30, 2009?
A Pioneer Cullen Value Fund Class A shares returned -24.41% at net asset value
during the 12 months ended June 30, 2009. For the same 12 months, the
Fund's benchmark, the Standard and Poor's 500 Index (the S&P 500), returned
-26.20%, and the average return of the 564 mutual funds in Lipper's Large
Cap Value category was -26.95%.
Q What were the principal factors affecting the Fund's performance over the 12
months ended June 30, 2009?
A The second half of 2008, when the Fund's fiscal year began, saw stocks
decline precipitously as investors worried that the growing credit crisis
could pull the economy into deep recession. Those fears intensified in the
fall of 2008 when investment bank Lehman Brothers failed and several other
large financial institutions needed emergency federal assistance. The
climate of fear continued in January and February of 2009, but the
environment changed suddenly after prices appeared to reach a bottom in
early March. Stock valuations shot up sharply during March and April 2009,
and then continued their ascent at a more moderate pace in May and June.
Throughout the 12 months ended June 30, 2009, we continued to follow our
long-term investment discipline, focusing the Fund's assets on companies
with strong balance sheets, relatively low valuations and more consistent
earnings. Our focus on quality helped the Fund withstand some of the most
severe effects of the market downdraft in the final half of 2008 and in
early 2009. However, the subsequent rally in March and April 2009 was led
by the lower-quality, more volatile stocks that had suffered the steepest
declines during the market downturn. While this low-quality-dominated rally
did not help the Fund's relative performance in March and April, our
strategy fared better in May and June, as the upward trend broadened to
include
4 Pioneer Cullen Value Fund | Annual Report | 6/30/09
more companies with consistent earnings. Over the full 12-month period
ended June 30, 2009, the Fund's focus on higher-quality stocks helped it
outperform the S&P 500 as well as its competitive fund universe.
The market recovery in the first half of 2009 appeared to be consistent
with historical trends, in which prolonged bear markets end with sudden,
sharp comebacks led by lower-quality company stocks. In the past, however,
such rallies have tended to broaden to include other, more stable company
stocks, creating an environment where value-oriented strategies have tended
to do very well over the longer term. The trend played out, for example,
after stocks emerged from low points in 1932 and 1981. We think we may have
begun to see this broadening take hold in May and June 2009, but we also
believe the short-term outlook is likely to continue to be volatile.
Despite the rally and the improved market environment, the overall economy
continues to be in recession, and we anticipate continued bad news on
employment and corporate earnings in the days and weeks ahead. We do think
the bear market has been broken, though, and that stocks are likely to move
upward in advance of an economic recovery, as has occurred in the past.
Q How was the Fund positioned during the 12-month period ended June 30, 2009?
A We continued to be guided by our long-term discipline, which emphasizes
better-quality companies with higher credit ratings, good relative
earnings, and healthy stock dividends. Our stock-selection process had
resulted in placing a greater emphasis in more defensive sectors, such as
consumer staples and health care, in 2008. During 2009, we have somewhat
lowered the Fund's exposure to the more defensive areas, as we have started
to invest selectively in a few more aggressive stocks.
Among the notable newer Fund investments were: Microsoft, the software
industry leader; Boeing, the major aircraft designer and builder; ABB, the
Swiss power projects manager; and investment banks Goldman Sachs and Morgan
Stanley. Microsoft's stock price had fallen to a very attractive level, and
we believe its longer-term prospects will improve as it introduces new
products. Boeing's valuation also had declined substantially, but the
company has a large backlog of orders for airplanes, including for the
much-anticipated new 787 model, the "Dreamliner." ABB is a giant
infrastructure company and we believe it should benefit from huge stimulus
spending around the world. Prospects for Goldman Sachs and Morgan Stanley
looked better to us, as both institutions had returned the federal
government's emergency Troubled Asset Relief Program (TARP) assistance
funds, and many of their competitors disappeared in the aftermath of the
global credit crisis. Our greater emphasis on more economically sensitive
stocks did not prevent us, however, from maintaining the Fund's healthy
exposure to the
Pioneer Cullen Value Fund | Annual Report | 6/30/09 5
consumer staples area, where we see sustained opportunities from increasing
consumer spending throughout the world.
Q What investments most influenced the Fund's performance during the 12 months
ended June 30, 2009?
A The sharp contrast between the market's performance over the final half of
2008 and the first half of 2009 was reflected in how the Fund's diversified
holdings performed, notably in the financials and consumer staples groups.
The Fund's overweight in staples and underweight in financials helped
relative performance during the second six months of 2008, but that
positioning detracted from performance over the first six months of 2009.
Nevertheless, the Fund's emphasis on staples and de-emphasis of financials
stocks helped support overall relative performance for the full 12-month
period ended June 30, 2009. The overweight to telecommunication services, a
traditionally defensive area, combined with good stock selection in the
group, also helped the Fund's relative results for the fiscal year.
Overall, industrials stocks were the largest contributors to the Fund's
returns for the 12 months, primarily due to good stock selection.
Significant positive contributors among the Fund's industrials holdings
included: 3M, the diversified industrial and consumer products corporation;
United Technologies, a producer of a variety of products for the aerospace
and building industries; and ABB and Boeing, two newer holdings we
mentioned earlier. Outside industrials, positive contributors included
Microsoft and Bristol-Myers Squibb, a global pharmaceuticals corporation.
Stock selections in the materials and energy sectors detracted, however,
from the Fund's results. In addition, underweighted positions in consumer
discretionary and information technology, two more cyclical areas, also
were drags on the Fund's performance. Individual holdings that hurt
performance included investments in Citigroup, the major financial
institution that required federal assistance; Gazprom, the Russian natural
gas corporation; and securities firm Merrill Lynch. Also performing poorly
was Bank of America, which acquired Merrill Lynch.
Q What is your investment outlook?
A We have long maintained that stocks tend to emerge from bear markets long
before recessions end. Our historical research also indicates that value
disciplines such as ours have excellent opportunities in the five years
following a market bottoming. While the economic recovery may not be
smooth, we do not believe that investors should wait for all economic
indicators to turn up before they commit to the market. The period of early
recovery has been a key time for investors to re-enter the market,
especially when they use a strict investment discipline and maintain a
five-year time horizon.
6 Pioneer Cullen Value Fund | Annual Report | 6/30/09
The broadening of market trends in May and June 2009 has positive
implications for the durability of the economic recovery, as companies with
stronger fundamentals are beginning to participate in the rally. For the
Fund's portfolio, we continue to favor investments in multinational
industrial, consumer goods and health care corporations with predictable
and stable cash flows, dividend support and strong balance sheets.
Please refer to the Schedule of Investments on pages 18-24 for a full listing
of Fund securities.
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 7
Portfolio Summary | 6/30/09
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 67.5%
Depositary Receipts for International Stocks 18.2%
Temporary Cash Investments 14.3%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Industrials 21.4%
Consumer Staples 16.1%
Information Technology 14.9%
Health Care 13.7%
Financials 10.7%
Telecommunication Services 7.9%
Consumer Discretionary 6.9%
Energy 5.5%
Materials 2.9%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Oracle Corp. 4.03%
2. Microsoft Corp. 3.71
3. JPMorgan Chase & Co. 3.30
4. ITT Corp. 3.26
5. Johnson & Johnson Co. 3.17
6. 3M Co. 3.15
7. Unilever N.V. 3.14
8. Boeing Co. 3.09
9. The Walt Disney Co. 3.04
10. Bristol-Myers Squibb Co. 3.04
* This list excludes temporary cash and derivative instruments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any
securities listed.
8 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Prices and Distributions | 6/30/09
Net Asset Value per Share
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class 6/30/09 6/30/08
- --------------------------------------------------------------------------------
A $14.15 $18.97
- --------------------------------------------------------------------------------
B $14.03 $18.75
- --------------------------------------------------------------------------------
C $14.00 $18.72
- --------------------------------------------------------------------------------
R $14.03 $18.84
- --------------------------------------------------------------------------------
Y $14.21 $19.07
- --------------------------------------------------------------------------------
Z $14.12 $15.66
- --------------------------------------------------------------------------------
Distributions per Share: 1/1/09-6/30/09
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
- --------------------------------------------------------------------------------
A $0.1847 $ -- $ --
- --------------------------------------------------------------------------------
B $0.0105 $ -- $ --
- --------------------------------------------------------------------------------
C $0.0429 $ -- $ --
- --------------------------------------------------------------------------------
R $0.1761 $ -- $ --
- --------------------------------------------------------------------------------
Y $0.2417 $ -- $ --
- --------------------------------------------------------------------------------
Z* $0.2539 $ -- $ --
- --------------------------------------------------------------------------------
* Class Z shares were first publicly offered on November 1, 2008
Index Definitions
- --------------------------------------------------------------------------------
The Standard & Poor's 500 Index is a commonly used measure of the broad U.S.
stock market. Index returns assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. You cannot invest
directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" charts on
pages 10-15.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 9
Performance Update | 6/30/09 Class A Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund at public offering price, compared
to that of the S&P 500 Index.
Average Annual Total Returns
(As of June 30, 2009)
- -----------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
- -----------------------------------------------------------------------
Life-of-Class
(7/1/00) 4.99% 4.30%
5 Years 1.84 0.65
1 Year -24.41 -28.76
- -----------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2008)
- -----------------------------------------------------------------------
Gross Net
- -----------------------------------------------------------------------
1.09% 1.09%
- -----------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen
Value Fund S&P 500 Index
7/00 9,425 10,000
6/01 10,341 8,653
10,912 7,098
6/03 10,362 7,115
12,874 8,474
6/05 15,296 9,009
17,550 9,786
6/07 20,555 11,800
18,659 10,252
6/09 14,105 7,567
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class A
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has been restated to reflect
differences in any applicable sales charge (but not other differences in
expenses). If all expenses of the Fund were reflected, the performance would be
lower.
10 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Performance Update | 6/30/09 Class B Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of June 30, 2009)
- -------------------------------------------------------------
If If
Period Held Redeemed
- -------------------------------------------------------------
Life-of-Class
(7/1/00) 4.54% 4.54%
5 Years 1.06 1.06
1 Year -25.12 -28.11
- -------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2008)
- -------------------------------------------------------------
Gross Net
- -------------------------------------------------------------
1.93% 1.93%
- -------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen
Value Fund S&P 500 Index
7/00 10,000 10,000
6/01 10,970 8,653
11,576 7,098
6/03 10,992 7,115
13,657 8,474
6/05 16,186 9,009
18,398 9,786
6/07 21,357 11,800
19,224 10,252
6/09 14,396 7,567
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
results reflect the deduction of the maximum applicable contingent deferred
sales charge (CDSC). The maximum CDSC is 4.0% and declines over five years.
Class B shares reflect the deduction of the maximum applicable contingent
deferred sales charge (CDSC). All results are historical and assume the
reinvestment of dividends and capital gains. Other share classes are available
for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class B
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has been restated to reflect
differences in any applicable sales charge (but not other differences in
expenses). If all expenses of the Fund were reflected, the performance would be
lower.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 11
Performance Update | 6/30/09 Class C Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of June 30, 2009)
- -------------------------------------------------------------
If If
Period Held Redeemed
- -------------------------------------------------------------
Life-of-Class
(7/1/00) 4.60% 4.60%
5 Years 1.16 1.16
1 Year -24.98 -24.98
- -------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2008)
- -------------------------------------------------------------
Gross Net
- -------------------------------------------------------------
1.85% 1.85%
- -------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen
Value Fund S&P 500 Index
7/00 10,000 10,000
6/01 10,970 8,653
11,576 7,098
6/03 10,992 7,115
13,657 8,474
6/05 16,186 9,009
18,421 9,786
6/07 21,407 11,800
19,282 10,252
6/09 14,466 7,567
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class C
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has been restated to reflect
differences in any applicable sales charge (but not other differences in
expenses). If all expenses of the Fund were reflected, the performance would be
lower.
12 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Performance Update | 6/30/09 Class R Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of June 30, 2009)
- -------------------------------------------------------------
If If
Period Held Redeemed
- -------------------------------------------------------------
Life-of-Class
(7/1/00) 4.54% 4.54%
5 Years 1.46 1.46
1 Year -24.57 -24.57
- -------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2008)
- -------------------------------------------------------------
Gross Net
- -------------------------------------------------------------
1.48% 1.40%
- -------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen
Value Fund S&P 500 Index
7/00 10,000 10,000
6/01 10,921 8,653
11,466 7,098
6/03 10,834 7,115
13,394 8,474
6/05 15,835 9,009
18,078 9,786
6/07 21,096 11,800
19,090 10,252
6/09 14,400 7,567
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
The performance of Class R shares for the period prior to the commencement of
operations of Class R shares on November 1, 2006, is based on the performance
of the Fund's Class A shares, reduced to reflect the higher distribution and
service fees of Class R shares. For the period after November 1, 2006, the
actual performance of Class R shares is reflected. Class R shares are not
subject to sales charges and are available for limited groups of eligible
investors, including institutional investors. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available, for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitations currently in
effect through November 1, 2009, for Class R Shares. There can be no assurance
that Pioneer will extend the expense limitations beyond such time. Please see
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class R
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has been restated to reflect the
higher distribution and service fees of the Fund's Class R shares.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 13
Performance Update | 6/30/09 Class Y Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of June 30, 2009)
- -------------------------------------------------------------
If If
Period Held Redeemed
- -------------------------------------------------------------
Life-of-Class
(7/1/00) 5.15% 5.15%
5 Years 2.13 2.13
1 Year -24.18 -24.18
- -------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2008)
- -------------------------------------------------------------
Gross Net
- -------------------------------------------------------------
0.75% 0.75%
- -------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen
Value Fund S&P 500 Index
7/00 10,000 10,000
6/01 10,970 8,653
11,576 7,098
6/03 10,992 7,115
13,657 8,474
6/05 16,237 9,009
18,691 9,786
6/07 21,956 11,800
20,010 10,252
6/09 15,172 7,567
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Performance for periods prior to the inception of Class Y shares reflects the
NAV performance of the Fund's A shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to A shares.
Since fees for A shares are generally higher than those of Y shares, the
performance shown for Y shares prior to their inception would have been higher.
Class Y shares are not subject to sales charges and are available for limited
groups of eligible investors, including institutional investors. All results
are historical and assume the reinvestment of dividends and capital gains.
Other share classes are available for which performance and expenses will
differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class Y
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has not been restated to reflect any
differences in expenses. Cullen Value Fund had higher expenses than those of
the Fund's Class Y shares.
14 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Performance Update | 6/30/09 Class Z Shares
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.
Average Annual Total Returns
(As of June 30, 2009)
- -------------------------------------------------------------
If If
Period Held Redeemed
- -------------------------------------------------------------
10 Years 5.03% 5.03%
5 Years 1.90 1.90
1 Year -24.18 -24.18
- -------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2008)
- -------------------------------------------------------------
Gross Net
- -------------------------------------------------------------
0.84% 0.84%
- -------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Cullen
Value Fund S&P 500 Index
7/00 10,000 10,000
6/01 10,970 8,653
11,576 7,098
6/03 10,992 7,115
13,657 8,474
6/05 16,226 9,009
18,617 9,786
6/07 21,805 11,800
19,793 10,252
6/09 15,007 7,567
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Performance shown for periods prior to the inception of Class Z shares on
November 1, 2008, reflects the NAV performance of the Fund's Class A shares.
The performance does not reflect differences in expenses, including the Rule
12b-1 fees applicable to Class A shares. Since fees for Class A shares are
generally higher than those of Class Z shares, the performance for Class Z
shares prior to their inception would have been higher. Class Z shares are not
subject to sales charges and are available for limited groups of eligible
investors, including institutional investors. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance of Class Z
shares of the Fund from July 1, 2000 to February 25, 2005, is the performance
of Cullen Value Fund's single class, which has not been restated to reflect any
differences in expenses. Cullen Value Fund had higher expenses than those of
the Fund's Class Z shares.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 15
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
- --------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund
Based on actual returns from January 1, 2009 through June 30, 2009.
- ------------------------------------------------------------------------------------------------------------
Share Class A B C R Y Z
- ------------------------------------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 1/01/09
- ------------------------------------------------------------------------------------------------------------
Ending Account Value $755.90 $748.80 $750.20 $754,30 $758.20 $758.20
(after expenses)
on 6/30/09
- ------------------------------------------------------------------------------------------------------------
Expenses Paid $5.85 $10.44 $9.70 $6.96 $4.11 $3.70
During Period*
- ------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.18%, 2.11%,
1.96%, 1.40% 0.83%, and 0.83% for Class A, Class B, Class C, Class R, Class
Y, and Class Z respectively, multiplied by the average account value over
the period, multiplied by 181/365 (to reflect the one-half year period).
16 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the
5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from January 1, 2009 through June 30, 2009.
- ------------------------------------------------------------------------------------------------------------
Share Class A B C R Y Z
- ------------------------------------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 1/01/09
- ------------------------------------------------------------------------------------------------------------
Ending Account Value $1,018.94 $1,014.33 $1,015.08 $1,017.85 $1,020.68 $1,020.68
(after expenses)
on 6/30/09
- ------------------------------------------------------------------------------------------------------------
Expenses Paid $5.91 $10.54 $9.79 $7.00 $4.16 $4.16
During Period*
- ------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.18%, 2.11%,
1.96%, 1.40% 0.83%, and 0.83% for Class A, Class B, Class C, Class R, Class
Y, and Class Z respectively, multiplied by the average account value over
the period, multiplied by 181/365 (to reflect the one-half year period).
Pioneer Cullen Value Fund | Annual Report | 6/30/09 17
Schedule of Investments | 6/30/09
- ---------------------------------------------------------------------
Shares Value
- ---------------------------------------------------------------------
COMMON STOCKS -- 91.0%
ENERGY -- 5.0%
Integrated Oil & Gas -- 1.3%
2,335,000 Gazprom OAO (A.D.R.)* $ 47,283,750
- ---------------------------------------------------------------------
Oil & Gas Drilling -- 1.9%
2,081,650 ENSCO International, Inc. (b) $ 72,587,136
- ---------------------------------------------------------------------
Oil & Gas Exploration & Production -- 1.8%
1,266,650 Devon Energy Corp. $ 69,032,425
--------------
Total Energy $ 188,903,311
- ---------------------------------------------------------------------
MATERIALS -- 2.6%
Construction Materials -- 0.6%
2,242,124 Cemex SA (A.D.R.)*(b) $ 20,941,438
- ---------------------------------------------------------------------
Diversified Metals & Mining -- 1.6%
4,090,983 Anglo American Plc (b) $ 59,891,991
- ---------------------------------------------------------------------
Forest Products -- 0.4%
508,800 Weyerhaeuser Co. $ 15,482,784
--------------
Total Materials $ 96,316,213
- ---------------------------------------------------------------------
CAPITAL GOODS -- 16.1%
Aerospace & Defense -- 11.1%
2,484,300 Boeing Co. (b) $ 105,582,750
2,507,350 ITT Corp. (b) 111,577,075
2,197,300 Raytheon Co. 97,626,039
1,971,000 United Technologies Corp. 102,413,160
--------------
$ 417,199,024
- ---------------------------------------------------------------------
Heavy Electrical Equipment -- 2.1%
5,152,700 ABB, Ltd.*(b) $ 81,309,606
- ---------------------------------------------------------------------
Industrial Conglomerates -- 2.9%
1,794,850 3M Co. $ 107,870,485
--------------
Total Capital Goods $ 606,379,115
- ---------------------------------------------------------------------
TRANSPORTATION -- 3.3%
Air Freight & Couriers -- 1.2%
847,700 FedEx Corp. (b) $ 47,149,074
- ---------------------------------------------------------------------
Railroads -- 2.1%
952,950 Canadian National Railway Co. $ 40,938,732
920,600 Canadian Pacific Railway, Ltd. (b) 36,639,880
--------------
$ 77,578,612
--------------
Total Transportation $ 124,727,686
- ---------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 2.4%
Auto Parts & Equipment -- 2.4%
2,597,000 BorgWarner, Inc. (b) $ 88,687,550
--------------
Total Automobiles & Components $ 88,687,550
- ---------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Cullen Value Fund | Annual Report | 6/30/09
- -------------------------------------------------------------------------
Shares Value
- -------------------------------------------------------------------------
MEDIA -- 2.8%
Movies & Entertainment -- 2.8%
4,458,450 The Walt Disney Co. (b) $ 104,015,639
--------------
Total Media $ 104,015,639
- -------------------------------------------------------------------------
RETAILING -- 1.2%
Home Improvement Retail -- 1.2%
1,890,600 Home Depot, Inc. (b) $ 44,674,878
--------------
Total Retailing $ 44,674,878
- -------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 11.9%
Agricultural Products -- 2.3%
797,500 Archer Daniels Midland Co. $ 21,349,075
1,088,200 Bunge, Ltd. (b) 65,564,050
--------------
$ 86,913,125
- -------------------------------------------------------------------------
Distillers & Vintners -- 1.6%
1,049,000 Diageo Plc (A.D.R.) (b) $ 60,055,250
- -------------------------------------------------------------------------
Packaged Foods & Meats -- 8.0%
4,090,600 Kraft Foods, Inc. $ 103,655,804
2,373,500 Nestle SA (A.D.R.) 89,402,625
4,447,200 Unilever NV (b) 107,533,296
--------------
$ 300,591,725
--------------
Total Food, Beverage & Tobacco $ 447,560,100
- -------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 2.8%
Household Products -- 2.8%
1,968,600 Kimberly-Clark Corp. $ 103,213,698
--------------
Total Household & Personal Products $ 103,213,698
- -------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 1.9%
Health Care Equipment -- 1.9%
1,953,050 Covidien, Ltd. $ 73,122,192
--------------
Total Health Care Equipment & Services $ 73,122,192
- -------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY -- 10.6%
Pharmaceuticals -- 10.6%
2,121,500 AstraZeneca Plc (A.D.R.) (b) $ 93,643,010
5,117,200 Bristol-Myers Squibb Co. 103,930,332
2,606,200 Eli Lilly & Co. 90,278,768
1,911,600 Johnson & Johnson Co. (b) 108,578,880
--------------
$ 396,430,990
--------------
Total Pharmaceuticals & Biotechnology $ 396,430,990
- -------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 7.2%
Diversified Financial Services -- 4.7%
4,952,300 Bank of America Corp. (b) $ 65,370,360
3,307,050 JPMorgan Chase & Co. 112,803,476
--------------
$ 178,173,836
- -------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 19
Schedule of Investments | 6/30/09 (continued)
- -----------------------------------------------------------------------
Shares Value
- -----------------------------------------------------------------------
Investment Banking & Brokerage -- 2.5%
387,750 Goldman Sachs Group, Inc. $ 57,169,860
1,261,100 Morgan Stanley Co. 35,953,961
--------------
$ 93,123,821
--------------
Total Diversified Financials $ 271,297,657
- -----------------------------------------------------------------------
INSURANCE -- 2.5%
Property & Casualty Insurance -- 2.5%
2,401,800 Chubb Corp. $ 95,783,784
--------------
Total Insurance $ 95,783,784
- -----------------------------------------------------------------------
SOFTWARE & SERVICES -- 7.0%
Systems Software -- 7.0%
5,342,600 Microsoft Corp. (b) $ 126,993,602
6,439,000 Oracle Corp. 137,923,380
--------------
$ 264,916,982
--------------
Total Software & Services $ 264,916,982
- -----------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 6.5%
Communications Equipment -- 2.1%
5,480,000 Nokia Corp. (A.D.R.) (b) $ 79,898,400
- -----------------------------------------------------------------------
Computer Hardware -- 2.7%
2,583,000 Hewlett-Packard Co. $ 99,832,950
- -----------------------------------------------------------------------
Technology Distributors -- 1.7%
2,295,400 Arrow Electronics, Inc.* $ 48,754,296
767,300 Avnet, Inc.* 16,136,319
--------------
$ 64,890,615
--------------
Total Technology Hardware & Equipment $ 244,621,965
- -----------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 7.2%
Integrated Telecommunication Services -- 5.0%
3,589,000 AT&T Corp. $ 89,150,760
3,181,300 Verizon Communications, Inc. 97,761,349
--------------
$ 186,912,109
- -----------------------------------------------------------------------
Wireless Telecommunication Services -- 2.2%
4,322,400 Vodafone Group Plc (A.D.R.) (b) $ 84,243,574
--------------
Total Telecommunication Services $ 271,155,683
- -----------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $3,948,439,476) $3,421,807,443
- -----------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Cullen Value Fund | Annual Report | 6/30/09
- ----------------------------------------------------------------------------------------------
Principal
Amount Value
- ----------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 15.2%
Repurchase Agreements -- 8.1%
$ 61,025,000 Bank of America, 0.06%, dated 6/30/09, repurchase price
of $61,025,000 plus accrued interest on 7/1/09
collateralized by the following:
$21,232,109 Federal National Mortgage Association
(ARM), 2.639%, 12/1/44
$26,548,166 Federal Home Loan Mortgage Corp.,
4.761%, 2/1/35
$13,013,344 Freddie Mac Giant, 4.5%, 3/1/39
$1,451,881 Federal National Mortgage Association,
6.0%, 2/1/38 $ 61,025,000
61,025,000 Barclays Plc, 0.06%, dated 6/30/09, repurchase price of
$61,025,000 plus accrued interest on 7/1/09 collateralized
by the following:
$18,244,432 Federal National Mortgage Association
(ARM), 2.445 - 7.475%, 1/1/17 - 12/1/40
$30,096,788 Federal National Mortgage Association,
4.0 - 9.5%, 11/1/11 - 11/1/38
$2,787,149 Federal Home Loan Mortgage Corp.,
0.0 - 6.283%, 7/1/21 - 7/1/39
$10,916,703 Freddie Mac Giant, 4.0 - 7.5%,
12/1/09 - 6/1/39 61,025,000
61,025,000 BNP Paribas, 0.19%, dated 6/30/09, repurchase price of
$61,025,000 plus accrued interest on 7/1/09 collateralized
by the following:
$28,640,597 Federal National Mortgage Association
(ARM), 3.958 - 5.683%, 6/1/35 - 7/1/39
$33,604,903 Federal Home Loan Mortgage Corp.,
6.114 - 6.824%, 10/1/36 - 6/1/37 61,025,000
61,025,000 Deutsche Bank, 0.09%, dated 6/30/09, repurchase price of
$61,025,000 plus accrued interest on 7/1/09 collateralized
by the following:
$14,489,032 Federal National Mortgage Association
(ARM), 4.27 - 6.313%, 5/1/19 - 8/1/38
$7,377,850 Federal Home Loan Mortgage Corp.,
4.584 - 6.458%, 4/1/36 - 9/1/37
$9,568,374 Freddie Mac Giant, 5.0 - 7.0%,
10/1/26 - 9/1/38
$2,605,971 Government National Mortgage Association,
7.0%, 10/15/37 - 11/15/38
$28,204,274 Federal National Mortgage Association,
5.0 - 7.0%, 7/1/23 - 3/1/39 61,025,000
61,025,000 JPMorgan, 0.06%, dated 6/30/09, repurchase price of
$61,025,000 plus accrued interest on 7/1/09 collateralized
by $61,990,129 Federal National Mortgage Association,
5.0 - 6.0%, 8/1/23 - 2/1/34 61,025,000
--------------
$ 305,125,000
- ----------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 21
Schedule of Investments | 6/30/09 (continued)
- ---------------------------------------------------------------------------------------
Principal
Amount Value
- ---------------------------------------------------------------------------------------
Securities Lending Collateral -- 7.1% (c)
Certificates of Deposit:
$ 5,990,209 Abbey National Plc, 1.27%, 8/13/09 $ 5,990,209
8,985,313 Royal Bank of Canada NY, 1.19%, 8/7/09 8,985,313
10,782,375 Svenska Bank NY, 1.48%, 7/8/09 10,782,375
11,968,170 Cafco, 0.40%, 10/1/09 11,968,170
8,379,769 Ciesco, 0.40%, 9/1/09 8,379,769
8,984,751 Fasco, 0.25%, 7/10/09 8,984,751
11,969,502 Kithaw, 0.40%, 9/21/09 11,969,502
11,977,453 Merrill Lynch, 0.61%, 8/14/09 11,977,453
11,980,417 CBA, 1.35%, 7/16/09 11,980,417
11,980,417 Societe Generale, 1.06%, 9/4/09 11,980,417
11,980,417 U.S. Bank NA, 0.76%, 8/24/09 11,980,417
--------------
$ 114,978,793
- ---------------------------------------------------------------------------------------
Commercial Paper:
11,980,417 Monumental Global Funding, Ltd., 1.28%, 8/17/09 $ 11,980,417
5,990,209 CME Group, Inc., 1.21%, 8/6/09 5,990,209
8,988,633 GE, 0.47%, 9/18/09 8,988,633
2,418,176 GE, 0.79%, 10/26/09 2,418,176
11,764,770 American Honda Finance Corp., 1.27%, 7/14/09 11,764,770
11,980,417 HSBC Bank, Inc., 1.31%, 8/14/09 11,980,417
2,995,104 IBM, 0.88%, 9/25/09 2,995,104
10,782,375 New York Life Global, 0.75%, 9/4/09 10,782,375
--------------
$ 66,900,101
- ---------------------------------------------------------------------------------------
Tri-party Repurchase Agreements:
33,545,168 Deutsche Bank, 0.08%, 7/1/09 $ 33,545,168
39,941,872 Barclays Capital Markets, 0.01%, 7/1/09 39,941,871
--------------
$ 73,487,039
- ---------------------------------------------------------------------------------------
Shares
Money Market Mutual Fund:
11,980,417 JPMorgan U.S. Government Money Market Fund $ 11,980,417
--------------
$ 267,346,350
- ---------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $572,471,350) $ 572,471,350
- ---------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 106.2%
(Cost $4,520,910,826) (a) $3,994,278,793
- ---------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES - (6.2)% $ (232,974,412)
- ---------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $3,761,304,381
=======================================================================================
(A.D.R.) American Depositary Receipt.
* Non-income producing security.
The accompanying notes are an integral part of these financial statements.
22 Pioneer Cullen Value Fund | Annual Report | 6/30/09
(a) At June 30, 2009, the net unrealized loss on investments based on cost
for federal income tax purposes of $4,521,303,961 was as follows:
Aggregate gross unrealized gain for all investments
in which there is an excess of value over tax cost $ 109,879,618
Aggregate gross unrealized loss for all investments
in which there is an excess of tax cost over value (636,904,786)
-------------
Net unrealized loss $(527,025,168)
=============
(b) At June 30, 2009, the following securities were out on loan:
- --------------------------------------------------------------------------------
Shares Security Market Value
- --------------------------------------------------------------------------------
85,200 ABB, Ltd.* $ 1,344,456
112,300 Anglo American Plc 1,644,072
1,810,800 Astrazeneca Plc (A.D.R.) 79,928,712
250,000 Bank of America Corp. 3,300,000
229,700 Boeing Co. 9,762,250
1,158,000 BorgWarner, Inc. 39,545,700
785,200 Bunge, Ltd. 47,308,300
11,000 Canadian Pacific Railway, Ltd. 437,800
2,056,100 Cemex SA (A.D.R.)* 19,203,974
8,200 Diageo Plc (A.D.R.) 469,450
20,100 ENSCO International, Inc. 700,887
55,000 FedEx Corp. 3,059,100
343,800 Home Depot, Inc. 8,123,994
22,000 ITT Corp. 979,000
200,000 Johnson & Johnson Co. 11,360,000
172,900 Microsoft Corp. 4,109,833
540,200 Nokia Corp. (A.D.R.) 7,876,116
14,700 Unilever NV 355,446
59,800 Vodafone Group Plc (A.D.R.) 1,165,502
703,000 The Walt Disney Co. 16,400,990
- --------------------------------------------------------------------------------
Total $257,075,582
================================================================================
(c) Securities lending collateral is managed by Credit Suisse, New York
Branch.
Purchases and sales of securities (excluding temporary cash investments) for
the year ended June 30, 2009, aggregated $1,563,315,421 and $616,461,750,
respectively.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Highest priority is given to Level 1 inputs and lowest priority is given to
Level 3.
Level 1 -- quoted prices in active markets for identical securities
Level 2 -- other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit
risk, etc.)
Level 3 -- significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments)
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 23
Schedule of Investments | 6/30/09 (continued)
The following is a summary of the inputs used as of June 30, 2009, in valuing
the Fund's assets:
- ------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
- ------------------------------------------------------------------------------------------------
Common stocks $3,421,807,443 $ -- $-- $3,421,807,443
Temporary cash investments 11,980,417 560,490,933 -- 572,471,350
- ------------------------------------------------------------------------------------------------
Total $3,433,787,860 $560,490,933 $-- $3,994,278,793
================================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Statement of Assets and Liabilities | 6/30/09
ASSETS:
Investment in securities (including securities loaned of $257,075,582)
(cost $4,520,910,826) $3,994,278,793
Cash 16,164,411
Receivables --
Fund shares sold 34,258,672
Dividends and interest 7,447,891
Due from Pioneer Investment Management, Inc. 21,325
Other 123,613
- -------------------------------------------------------------------------------------------
Total assets $4,052,294,705
- -------------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Fund shares repurchased $ 22,701,381
Upon return of securities loaned 267,346,350
Due to affiliates 708,639
Accrued expenses 233,954
- -------------------------------------------------------------------------------------------
Total liabilities $ 290,990,324
- -------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $4,804,932,714
Undistributed net investment income 37,389,606
Accumulated net realized loss on investments (554,385,906)
Net unrealized loss on investments (526,632,033)
- -------------------------------------------------------------------------------------------
Total net assets $3,761,304,381
===========================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $2,021,299,658/142,874,891 shares) $ 14.15
Class B (based on $68,240,302/4,863,828 shares) $ 14.03
Class C (based on $425,022,305/30,366,614 shares) $ 14.00
Class R (based on $9,419,744/671,465 shares) $ 14.03
Class Y (based on $1,231,648,645/86,667,678 shares) $ 14.21
Class Z (based on $5,673,727/401,908 shares) $ 14.12
MAXIMUM OFFERING PRICE:
Class A ($14.15 [divided by] 94.25%) $ 15.01
===========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 25
Statement of Operations
For the Year Ended 6/30/09
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $2,125,758) $88,085,722
Interest 2,863,503
Income from securities loaned, net 1,709,677
- --------------------------------------------------------------------------------------------
Total investment income $ 92,658,902
- --------------------------------------------------------------------------------------------
EXPENSES:
Management fees $21,052,320
Transfer agent fees
Class A 2,376,277
Class B 222,844
Class C 723,640
Class R 28,391
Class Y 130,929
Class Z 65
Distribution fees
Class A 4,723,730
Class B 762,100
Class C 4,522,020
Class R 27,975
Shareholder communication expense 3,112,021
Administrative fees 1,218,489
Custodian fees 141,509
Registration fees 262,115
Professional fees 187,869
Printing expense 196,411
Fees and expenses of nonaffiliated trustees 160,694
Miscellaneous 307,314
- --------------------------------------------------------------------------------------------
Total expenses $ 40,156,713
Less fees waived and expenses reimbursed by Pioneer
Investment Management, Inc. (56,443)
Less fees paid indirectly (30,606)
- --------------------------------------------------------------------------------------------
Net expenses $ 40,069,664
- --------------------------------------------------------------------------------------------
Net investment income $ 52,589,238
- --------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Net realized loss on investments $(410,945,941)
- --------------------------------------------------------------------------------------------
Change in net unrealized loss on investments $(581,835,745)
- --------------------------------------------------------------------------------------------
Net loss on investments $(992,781,686)
- --------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations $(940,192,448)
============================================================================================
The accompanying notes are an integral part of these financial statements.
26 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Statements of Changes in Net Assets
For the Years Ended 6/30/09 and 6/30/08, respectively
- --------------------------------------------------------------------------------------------------
Year Ended Year Ended
6/30/09 6/30/08
- --------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 52,589,238 $ 41,082,940
Net realized loss on investments (410,945,941) (100,062,785)
Change in net unrealized loss on investments (581,835,745) (306,523,662)
- --------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations $ (940,192,448) $ (365,503,507)
- --------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.18 and $0.27 per share, respectively) $ (22,947,580) $ (24,850,964)
Class B ($0.01 and $0.08 per share, respectively) (54,586) (436,114)
Class C ($0.04 and $0.12 per share, respectively) (1,332,357) (3,454,114)
Class R ($0.18 and $0.29 per share, respectively) (60,303) (11,109)
Class Y ($0.24 and $0.33 per share, respectively) (14,623,973) (11,540,919)
Class Z ($0.25 and $0.00 per share, respectively) (1,678)
Net realized gain:
Class A ($0.00 and $0.05 per share, respectively) -- (4,378,793)
Class B ($0.00 and $0.05 per share, respectively) -- (256,891)
Class C ($0.00 and $0.05 per share, respectively) -- (1,352,268)
Class R ($0.00 and $0.05 per share, respectively) -- (978)
Class Y ($0.00 and $0.05 per share, respectively) -- (1,618,867)
- --------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (39,020,477) $ (47,901,017)
- --------------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $2,400,173,287 $1,890,643,887
Shares issued in reorganization 115,106,038 --
Reinvestment of distributions 33,936,631 40,163,910
Cost of shares repurchased (1,548,479,171) (886,720,525)
- --------------------------------------------------------------------------------------------------
Net increase in net assets resulting from Fund share
transactions $1,000,736,785 $1,044,087,272
- --------------------------------------------------------------------------------------------------
Net increase in net assets $ 21,523,860 $ 630,682,748
NET ASSETS:
Beginning of year 3,739,780,521 3,109,097,773
- --------------------------------------------------------------------------------------------------
End of year $3,761,304,381 $3,739,780,521
- --------------------------------------------------------------------------------------------------
Undistributed net investment income $ 37,389,606 $ 23,820,845
- --------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 27
Statements of Changes in Net Assets (continued)
- -----------------------------------------------------------------------------------------------------
'09 Shares '09 Amount '08 Shares '08 Amount
- -----------------------------------------------------------------------------------------------------
Class A
Shares sold 90,605,949 $1,306,405,218 57,870,904 $1,192,374,226
Shares issued in reorganization 1,639,108 20,731,474 -- --
Reinvestment of distributions 1,394,518 19,160,421 1,134,394 24,110,632
Less shares repurchased (68,038,103) (962,249,033) (27,942,632) (576,729,971)
- -----------------------------------------------------------------------------------------------------
Net increase 25,601,472 $ 384,048,080 31,062,666 $ 639,754,887
=====================================================================================================
Class B
Shares sold 1,053,086 $ 15,396,551 1,612,699 $ 32,953,953
Reinvestment of distributions 3,441 47,214 26,529 557,776
Less shares repurchased (1,745,712) (24,995,121) (1,467,472) (29,794,387)
- -----------------------------------------------------------------------------------------------------
Net increase (decrease) (689,185) $ (9,551,356) 171,756 $ 3,717,342
=====================================================================================================
Class C
Shares sold 9,014,985 $ 130,187,843 10,070,755 $ 205,742,055
Shares issued in reorganization 52,805 661,450 -- --
Reinvestment of distributions 74,535 1,016,955 176,469 3,710,610
Less shares repurchased (10,190,583) (142,660,112) (5,958,167) (121,415,066)
- -----------------------------------------------------------------------------------------------------
Net increase (decrease) (1,048,258) $ (10,793,864) 4,289,057 $ 88,037,599
=====================================================================================================
Class R
Shares sold 612,625 $ 8,569,253 254,752 $ 5,176,970
Reinvestment of distributions 3,218 43,865 305 6,448
Less shares repurchased (168,919) (2,157,437) (44,703) (904,753)
- -----------------------------------------------------------------------------------------------------
Net increase 446,924 $ 6,455,681 210,354 $ 4,278,665
=====================================================================================================
Class Y
Shares sold 63,154,846 $ 933,782,835 21,808,234 $ 454,396,683
Shares issued in reorganization 7,376,467 93,713,114 -- --
Reinvestment of distributions 992,714 13,668,176 552,167 11,778,444
Less shares repurchased (27,788,877) (416,204,998) (7,553,819) (157,876,348)
- -----------------------------------------------------------------------------------------------------
Net increase 43,735,150 $ 624,959,127 14,806,582 $ 308,298,779
=====================================================================================================
Class Z
Shares sold 417,145 $ 5,831,587 -- $ --
Less shares repurchased (15,237) (212,470) -- --
- -----------------------------------------------------------------------------------------------------
Net increase 401,908 $ 5,619,117 -- $ --
=====================================================================================================
The accompanying notes are an integral part of these financial statements.
28 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Financial Highlights
- ---------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/09 6/30/08 6/30/07 6/30/06 6/30/05 (a)
- ---------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 18.97 $ 21.21 $ 18.28 $ 16.19 $ 13.96
- ---------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.22 $ 0.24 $ 0.26 $ 0.14 $ 0.05
Net realized and unrealized gain (loss) on investments (4.86) (2.16) 2.86 2.23 2.55
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (4.64) $ (1.92) $ 3.12 $ 2.37 $ 2.60
Distributions to shareowners:
Net investment income (0.18) (0.27) (0.18) (0.06) (0.03)
Net realized gain -- (0.05) (0.01) (0.22) (0.34)
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (4.82) $ (2.24) $ 2.93 $ 2.09 $ 2.23
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.15 $ 18.97 $ 21.21 $ 18.28 $ 16.19
=================================================================================================================================
Total return* (24.41)% (9.22)% 17.13% 14.73% 18.81%
Ratio of net expenses to average net assets+ 1.18% 1.09% 1.09% 1.15% 1.66%
Ratio of net investment income to average net assets+ 1.63% 1.28% 1.67% 1.57% 0.62%
Portfolio turnover rate 19% 13% 15% 21% 49%
Net assets, end of period (in thousands) $2,021,300 $2,224,629 $1,828,453 $809,593 $98,690
Ratios with no reimbursement of fees and assumption
of expenses by PIM and no reduction for fees paid
indirectly:
Net expenses 1.18% 1.09% 1.09% 1.15% 1.64%
Net investment income 1.63% 1.28% 1.67% 1.57% 0.64%
Ratios with reimbursement of fees and assumption
of expenses by PIM and reduction for fees paid
indirectly:
Net expenses 1.18% 1.09% 1.08% 1.15% 1.66%
Net investment income 1.63% 1.29% 1.68% 1.57% 0.62%
=================================================================================================================================
(a) Effective December 28, 2004, PIM became the sub-advisor of the Fund and
subsequently became the advisor on February 25, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 29
Financial Highlights (continued)
- -------------------------------------------------------------------------------------------------------------------------
Year Year Year Year
Ended Ended Ended Ended 2/28/05 (a)
6/30/09 6/30/08 6/30/07 6/30/06 to 6/30/05
- -------------------------------------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 18.75 $ 20.96 $ 18.11 $ 16.15 $ 16.05
- -------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.12 $ 0.08 $ 0.10 $ 0.04 $ 0.01
Net realized and unrealized gain (loss) on investments (4.83) (2.16) 2.81 2.16 0.09
- -------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (4.71) $ (2.08) $ 2.91 $ 2.20 $ 0.10
Distributions to shareowners:
Net investment income (0.01) (0.08) (0.05) (0.02) --
Net realized gain -- (0.05) (0.01) (0.22) --
- -------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (4.72) $ (2.21) $ 2.85 $ 1.96 $ 0.10
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.03 $ 18.75 $ 20.96 $ 18.11 $ 16.15
=========================================================================================================================
Total return* (25.12)% (9.99)% 16.09% 13.66% 0.62%***
Ratio of net expenses to average net assets+ 2.12% 1.93% 2.00% 2.09% 2.10%**
Ratio of net investment income to average net assets+ 0.66% 0.44% 0.75% 0.56% 0.40%**
Portfolio turnover rate 19% 13% 15% 21% 49%**
Net assets, end of period (in thousands) $68,240 $104,145 $112,795 $62,860 $12,454
Ratios with no waiver of fees and assumption of
expenses by PIM and no reduction for fees paid
indirectly:
Net expenses 2.12% 1.93% 2.00% 2.09% 2.19%**
Net investment income 0.66% 0.44% 0.75% 0.56% 0.31%**
Ratios with waiver of fees and assumption of
expenses by PIM and reduction for fees paid
indirectly:
Net expenses 2.11% 1.92% 1.99% 2.09% 2.10%**
Net investment income 0.67% 0.45% 0.76% 0.56% 0.40%**
=========================================================================================================================
(a) Class B shares were first publicly offered on February 28, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Cullen Value Fund | Annual Report | 6/30/09
- ---------------------------------------------------------------------------------------------------------------------------
Year Year Year Year
Ended Ended Ended Ended 2/28/05 (a)
6/30/09 6/30/08 6/30/07 6/30/06 to 6/30/05
- ---------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 18.72 $ 20.95 $ 18.12 $ 16.15 $ 16.05
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.13 $ 0.09 $ 0.11 $ 0.05 $ 0.01
Net realized and unrealized gain (loss) on investments (4.81) (2.15) 2.82 2.17 0.09
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (4.68) $ (2.06) $ 2.93 $ 2.22 $ 0.10
Distributions to shareowners:
Net investment income (0.04) (0.12) (0.09) (0.03) --
Net realized gain -- (0.05) (0.01) (0.22) --
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (4.72) $ (2.23) $ 2.83 $ 1.97 $ 0.10
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.00 $ 18.72 $ 20.95 $ 18.12 $ 16.15
===========================================================================================================================
Total return* (24.98)% (9.92)% 16.21% 13.81% 0.62%***
Ratio of net expenses to average net assets+ 1.96% 1.85% 1.87% 1.94% 2.15%**
Ratio of net investment income to average net assets+ 0.83% 0.51% 0.89% 0.83% 0.34%**
Portfolio turnover rate 19% 13% 15% 21% 49%**
Net assets, end of period (in thousands) $425,022 $588,241 $568,385 $239,241 $15,560
Ratios with no waiver of fees and assumption of
expenses by PIM and no reduction for fees paid
indirectly:
Net expenses 1.96% 1.85% 1.87% 1.94% 2.27%**
Net investment income 0.83% 0.51% 0.89% 0.83% 0.22%**
Ratios with waiver of fees and assumption of
expenses by PIM and reduction for fees paid
indirectly:
Net expenses 1.96% 1.84% 1.87% 1.94% 2.15%**
Net investment income 0.83% 0.52% 0.89% 0.83% 0.34%**
===========================================================================================================================
(a) Class C shares were first publicly offered on February 28, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 31
Financial Highlights (continued)
- ------------------------------------------------------------------------------------
Year Year 11/1/06 (a)
Ended Ended to
6/30/09 6/30/08 6/30/07
- ------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 18.84 $21.15 $19.51
- ------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.13 $ 0.32 $ 0.28
Net realized and unrealized gain (loss) on
investments (4.76) (2.29) 1.56
- ------------------------------------------------------------------------------------
Net increase (decrease) from investment
operations $ (4.63) $(1.97) $ 1.84
Distributions to shareowners:
Net investment income (0.18) (0.29) (0.19)
Net realized gain -- (0.05) (0.01)
- ------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (4.81) $(2.31) $ 1.64
- ------------------------------------------------------------------------------------
Net asset value, end of period $ 14.03 $18.84 $21.15
====================================================================================
Total return* (24.57)% (9.51)% 9.52%***
Ratio of net expenses to average net assets+ 1.40% 1.41% 1.40%**
Ratio of net investment income to average net
assets+ 1.47% 1.13% 1.47%**
Portfolio turnover rate 19% 13% 15%***
Net assets, end of period (in thousands) $ 9,420 $4,231 $ 300
Ratios with no waiver of fees and assumption of
expenses by PIM and no reduction for fees
paid indirectly:
Net expenses 2.11% 1.48% 1.62%**
Net investment income 0.76% 1.06% 1.25%**
Ratios with waiver of fees and assumption of
expenses by PIM and reduction for fees paid
indirectly:
Net expenses 1.40% 1.40% 1.40%**
Net investment income 1.47% 1.14% 1.47%**
====================================================================================
(a) Class R shares were first publicly offered on November 1, 2006.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
*** Not annualized.
32 Pioneer Cullen Value Fund | Annual Report | 6/30/09
- ----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year
Ended Ended Ended Ended 2/28/05 (a)
6/30/09 6/30/08 6/30/07 6/30/06 to 6/30/05
- ---------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 19.07 $ 21.30 $ 18.34 $ 16.20 $16.05
- ----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.21 $ 0.29 $ 0.28 $ 0.10 $ 0.03
Net realized and unrealized gain (loss) on investments (4.83) (2.14) 2.91 2.33 0.12
- ----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (4.62) $ (1.85) $ 3.19 $ 2.43 $ 0.15
Distributions to shareowners:
Net investment income (0.24) (0.33) (0.22) (0.07) --
Net realized gain -- (0.05) (0.01) (0.22) --
- ----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (4.86) $ (2.23) $ 2.96 $ 2.14 $ 0.15
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.21 $ 19.07 $ 21.30 $ 18.34 $16.20
============================================================================================================================
Total return* (24.18)% (8.87)% 17.47% 15.12% 0.93%***
Ratio of net expenses to average net assets+ 0.83% 0.75% 0.77% 0.83% 0.99%**
Ratio of net investment income to average net assets+ 2.01% 1.62% 2.00% 1.91% 1.60%**
Portfolio turnover rate 19% 13% 15% 21% 49%**
Net assets, end of period (in thousands) $1,231,649 $818,534 $599,166 $144,022 $5,082
Ratios with no waiver of fees and assumption of
expenses by PIM and no reduction for fees paid
indirectly:
Net expenses 0.83% 0.75% 0.77% 0.83% 0.99%**
Net investment income 2.01% 1.62% 2.00% 1.91% 1.60%**
Ratios with waiver of fees and assumption of
expenses by PIM and reduction for fees paid
indirectly:
Net expenses 0.83% 0.75% 0.77% 0.83% 0.99%**
Net investment income 2.01% 1.62% 2.00% 1.91% 1.60%**
============================================================================================================================
(a) Class Y shares were first publicly offered on February 28, 2005.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 33
Financial Highlights (continued)
- -----------------------------------------------------------------------------
11/1/08 (a)
to 6/30/09
- -----------------------------------------------------------------------------
Class Z
Net asset value, beginning of period $15.66
- -----------------------------------------------------------------------------
Decrease from investment operations:
Net investment income $ 0.17
Net realized and unrealized loss on investments (1.46)
- -----------------------------------------------------------------------------
Net decrease from investment operations $(1.29)
Distributions to shareowners:
Net investment income (0.25)
Net realized gain --
- -----------------------------------------------------------------------------
Net decrease in net asset value $(1.54)
- -----------------------------------------------------------------------------
Net asset value, end of period $14.12
=============================================================================
Total return* (8.16)%***
Ratio of net expenses to average net assets+ 0.83%**
Ratio of net investment income to average net assets+ 1.97%**
Portfolio turnover rate 19%***
Net assets, end of period (in thousands) $5,674
Ratios with no waiver of fees and assumption of expenses by PIM
and no reduction for fees paid indirectly:
Net expenses 0.83%**
Net investment income 1.97%**
Ratios with waiver of fees and assumption of expenses by PIM
and reduction for fees paid indirectly:
Net expenses 0.83%**
Net investment income 1.97%**
=============================================================================
(a) Class Z shares were first publicly offered on November 1, 2008.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
*** Not annualized.
The accompanying notes are an integral part of these financial statements.
34 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Notes to Financial Statements | 6/30/09
1. Organization and Significant Accounting Policies
Pioneer Cullen Value Fund (the Fund) is a series of Pioneer Series Trust III, a
Delaware statutory trust. The Fund is registered under the Investment Company
Act of 1940 as a diversified open-end management investment company. The
investment objective of the Fund is to seek capital appreciation. Current
income is a secondary objective.
The Fund offers six classes of shares designated as Class A, Class B, Class C,
Class R, Class Y and Class Z shares. Class Z shares were first publicly offered
on November 1, 2008. Each class of shares represents an interest in the same
portfolio of investments of the Fund and has identical rights (based on
relative net asset values) to assets and liquidation proceeds. Share classes
can bear different class-specific fees and expenses such as transfer agent and
distribution fees. Differences in class-specific fees and expenses will result
in differences in net investment income and, therefore, the payment of
different dividends by each class. The Amended and Restated Declaration of
Trust of the Fund gives the Board the flexibility to specify either per share
voting or dollar-weighted voting when submitting matters for shareholder
approval. Under per share voting, each share of a class of the Fund is entitled
to one vote. Under dollar-weighted voting, a shareholder's voting power is
determined not by the number of shares owned, but by the dollar value of the
shares on the record date. Share classes have exclusive voting rights with
respect to matters affecting only that class, including with respect to the
distribution plan for that class. There is no distribution plan for Class Y and
Class Z shares. Class B shares convert to Class A shares approximately eight
years after the date of purchase.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Fund to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gains and losses on investments during the
reporting year. Actual results could differ from those estimates.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors. The Fund's prospectuses contain unaudited information
regarding the Fund's principal risks. Please refer to those documents when
considering the Fund's principal risks.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 35
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. In computing
the net asset value, securities are valued at the last sale price on the
principal exchange where they are traded. Securities that have not traded on
the date of valuation, or securities for which sale prices are not generally
reported, are valued at the mean between the last bid and asked prices.
Securities for which market prices and/or quotations are not readily
available are valued using fair value methods pursuant to procedures adopted
by the Board of Trustees. Trading in foreign securities is substantially
completed each day at various times prior to the close of the NYSE. The
values of such securities used in computing the net asset value of the
Fund's shares are determined as of such times. The Fund may also use fair
value methods to value a security, including a non-U.S. security, when the
closing market price on the principal exchange where the security is traded
no longer reflects the value of the security. At June 30, 2009 there were no
securities that were valued using fair value methods. Temporary cash
investments are valued at cost which approximates market value.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have passed
are recorded as soon as the Fund becomes aware of the ex-dividend data in
the exercise of reasonable diligence. Interest income is recorded on the
accrual basis. Dividend and interest income are reported net of
unrecoverable foreign taxes withheld at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required. Tax
years for the prior three fiscal years remain subject to examination by tax
authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Fund's distributions may be
shown in the accompanying financial statements as from or in excess of net
investment income or as from net realized gain on investment transactions,
36 Pioneer Cullen Value Fund | Annual Report | 6/30/09
or as from paid-in capital, depending on the type of book/tax differences
that may exist.
At June 30, 2009, The Fund had a net capital loss carryforward of
$265,784,298 of which the following amounts will expire between 2015 and
2017 if not utilized; $265,307 in 2015, $51,009,348 in 2016 and $214,509,643
in 2017.
The Fund has elected to defer $288,208,473 of capital losses recognized
between November 1, 2008 and June 30, 2009 to its fiscal year ending June
30, 2010.
The tax character of distributions paid during the years ended June 30, 2009
and June 30, 2008 was as follows:
- --------------------------------------------------------------------------------
2009 2008
- --------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $39,020,477 $40,293,220
Long-term capital gain -- 7,607,797
- --------------------------------------------------------------------------------
Total $39,020,477 $47,901,017
================================================================================
The following shows the components of distributable earnings on a federal
income tax basis at June 30, 2009:
- --------------------------------------------------------------------------------
2009
- --------------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 37,389,606
Capital loss carryforward (265,784,298)
Post-October loss deferred (288,208,473)
Unrealized depreciation (527,025,168)
- --------------------------------------------------------------------------------
Total $(1,043,628,333)
================================================================================
The difference between book-basis and tax-basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit),
earned approximately $307,471 in underwriting commissions on the sale of
Class A shares during the year ended June 30, 2009.
D. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on their respective percentage of adjusted net assets at the beginning
of the day.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 37
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B, Class C, and Class R shares of the Fund,
respectively (see Note 4). Class Y and Class Z shares are not subject to a
distribution fee plan. Shareowners of each class participate in all expenses
and fees paid to the transfer agent, Pioneer Investment Management
Shareholder Services, Inc. (PIMSS), for its services, which are allocated
based on the number of accounts in each class and the ratable allocation of
related out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that Class A,
Class B, Class C, Class R, Class Y and Class Z shares can bear different
transfer agent and distribution expense rates.
E. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value of
the underlying securities (collateral), including accrued interest, is
required to be at least equal to or in excess of the value of the repurchase
agreement. The collateral for all repurchase agreements is held in
safekeeping in the customer-only account of the Fund's custodian or
subcustodians. The Fund's investment adviser, Pioneer Investment Management,
Inc. (PIM), is responsible for determining that the value of the collateral
remains at least equal to the repurchase price.
F. Securities Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a securities loan
transaction, the Fund typically receives cash collateral from the borrower
equal to at least the value of the securities loaned, which is invested in
temporary cash investments. Credit Suisse, New York Branch, as the Fund's
securities lending agent, manages the Fund's securities lending collateral.
The income earned on the investment of collateral is shared with the
borrower and the lending agent in payment of any rebate due to the borrower
with respect to the securities loan, and in compensation for the lending
agent's services to the Fund. The Fund also continues to receive payments in
lieu of dividends and interest on the securities loaned. Gain or loss on the
value of the loaned securities that may occur during the term of the loan
will be for the account of the Fund. The amount of the collateral is
required to be adjusted daily to reflect any price fluctuation in the value
of the loaned securities. The Fund has the right, under the lending
agreement, to terminate the loan and recover the securities from the
borrower with prior notice. The Fund will be required to return the cash
collateral to the borrower and could suffer a loss if the value of the
collateral, as invested, has declined.
38 Pioneer Cullen Value Fund | Annual Report | 6/30/09
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. PIM receives a basic fee that is calculated at the annual rate of
0.70% of the Fund's average daily net assets up to $1 billion, 0.65% of the
next $1 billion, 0.60% of the next $1 billion, and 0.55% of the excess over $3
billion. For the year ended June 30, 2009, the effective management fee (net of
waivers and/or assumption of expenses) was equivalent to 0.64% of the Fund's
average daily net assets.
PIM, and not the Fund, pays a portion of the fee it receives from the Fund to
Cullen Capital Management LLC as compensation for Cullen's subadvisory services
to the Fund.
PIM has contractually agreed to limit ordinary operating expenses of the Fund
to the extent required to reduce Fund expenses to 1.25%, 2.15%, 2.15% and 1.40%
of the average daily net assets attributable to Class A, Class B, Class C and
Class R shares, respectively. These expense limitations are in effect through
November 1, 2010 for Class A, Class B, Class C and Class R shares.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. Included in "Due to affiliates" reflected on
the Statement of Assets and Liabilities is $69,583 in management fees,
administrative costs and certain others fees payable to PIM at June 30, 2009.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
In addition, the Fund reimbursed PIMSS for out-of-pocket expenses related to
shareholder communications activities such as proxy and statement mailings,
outgoing phone calls and omnibus relationship contracts. For the year ended
June 30, 2009, such out of pocket expenses by class of shares were as follows:
- --------------------------------------------------------------------------------
Shareholder Communications
- --------------------------------------------------------------------------------
Class A $1,768,416
Class B 85,895
Class C 414,244
Class R 21,190
Class Y 822,251
Class Z 25
- --------------------------------------------------------------------------------
Total $3,112,021
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities are $611,233 in transfer agent fees payable to PIMSS at June 30,
2009.
Pioneer Cullen Value Fund | Annual Report | 6/30/09 39
4. Distribution and Service Plans
The Fund adopted a Distribution Plan pursuant to Rule 12b-1 of the Investment
Company Act of 1940 with respect to its Class A, Class B, Class C, and Class R
shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net
assets attributable to Class A shares as compensation for personal services
and/or account maintenance services or distribution services with regard to
Class A shares. Pursuant to the Plan, the Fund pays PFD 1.00% of the average
daily net assets attributable to Class B and Class C shares. The fee for Class
B and Class C shares consists of a 0.25% service fee and a 0.75% distribution
fee paid as compensation for personal services and/or account maintenance
services or distribution services with regard to Class B and Class C shares.
Pursuant to the Plan, the Fund pays PFD 0.50% of the net average daily net
assets attributable to Class R shares for distribution services. Prior to
February 1, 2008, PFD was reimbursed under the Distribution Plan for
distribution fees in an amount of up to 0.25% of the average daily net assets
attributable to Class A shares. Included in "Due to affiliates" reflected on
the Statement of Assets and Liabilities is $27,823 in distribution fees payable
to PFD at June 30, 2009. The Fund also has adopted a separate service plan for
Class R shares (Service Plan). The Service Plan authorizes the Fund to pay
securities dealers, plan administrators or other service organizations that
agree to provide certain services to retirement plans or plan participants
holding shares of the Fund a service fee of up to 0.25% of the Fund's average
daily net assets attributable to Class R shares held by such plans.
In addition, redemptions of each class of shares (except Class R, Class Y and
Class Z shares) may be subject to a contingent deferred sales charge (CDSC). A
CDSC of 1.00% may be imposed on redemptions of certain net asset value
purchases of Class A shares within 18 months of purchase. Class B shares that
are redeemed within five years of purchase are subject to a CDSC at declining
rates beginning at 4.00%, based on the lower of cost or market value of shares
being redeemed. Redemptions of Class C shares within one year of purchase are
subject to a CDSC of 1.00%, based on the lower of cost or market value of
shares being redeemed. There is no CDSC for Class R, Class Y or Class Z shares.
Proceeds from the CDSCs are paid to PFD. For the year ended June 30, 2009,
CDSCs in the amount of $440,847 were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS
resulting in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the year ended June 30, 2009, the Fund's expenses were
reduced by $30,606 under such arrangements.
40 Pioneer Cullen Value Fund | Annual Report | 6/30/09
6. Line of Credit
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $165 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 $165 million or the
limits set for borrowing by the Fund's prospectus and the 1940 Act. Interest on
collective borrowings is payable as follows: if the London Interbank Offered
Rate (LIBOR) on the related borrowing date is greater than or equal to the
Federal Funds Rate on such date, the loan bears interest at the LIBOR rate plus
1.25% on an annualized basis, or if the LIBOR rate on the related borrowing
date is less then the Federal Funds Rate on such date, the loan bears interest
at the Federal Funds Rate plus 1.25% on an annualized basis. The Funds pay an
annual commitment fee for this facility. The commitment fee is allocated among
participating Funds based on an allocation schedule set forth in the credit
agreement. For the year ended June 30, 2009, the Fund had no borrowings under
this agreement.
7. Merger Information
On May 15, 2009, beneficial owners of Regions Morgan Keegan Select Value Fund
approved a proposed Agreement and Plan of Reorganization that provided for the
merger listed below. This tax-free reorganization was accomplished on May 15,
2009 ("Closing Date"), by exchanging all of Regions Morgan Keegan Select
Value's net assets in Class A, Class C and Class I for Pioneer Cullen Value
Fund's shares, based on Pioneer Cullen Value Fund's Class A, Class C and Class
Y shares' ending net asset value, respectively. The following charts show the
details of the reorganization as of that Closing Date:
Pioneer Cullen Value Fund | Annual Report | 6/30/09 41
- ---------------------------------------------------------------------------------------------
Regions Morgan
Pioneer Keegan Select Pioneer
Cullen Value Fund Value Fund Cullen Value Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- ---------------------------------------------------------------------------------------------
Net Assets
Class A $1,893,850,563 $ 20,731,474 $1,914,582,037
Class B $ 65,551,091 $ -- $ 65,551,091
Class C $ 404,014,778 $ 661,450 $ 404,676,228
Class R $ 7,109,235 $ -- $ 7,109,235
Class Y/I $ 914,500,134 $ 93,713,114 $1,008,213,248
Class Z $ 1,038,363 $ -- $ 1,038,363
- ---------------------------------------------------------------------------------------------
Total Net Assets $3,286,064,164 $ 115,106,038 $3,401,170,202
=============================================================================================
Shares Outstanding
Class A 140,655,464 1,921,937 142,294,573
Class B 4,902,703 -- 4,902,703
Class C 30,301,263 60,819 30,354,069
Class R 532,366 -- 532,366
Class Y/I 67,640,580 8,696,084 75,017,047
Class Z 77,320 -- 77,320
Shares Issued in
Reorganization
Class A 1,639,108
Class C 52,805
Class Y 7,376,467
- --------------------------------------------------------------------------------------------
Unrealized Accumulated
Appreciation On Loss On
Closing Date Closing Date
- --------------------------------------------------------------------------------------------
Regions Morgan Keegan
Select Value Fund $7,390,084 $(41,008,469)
8. Subsequent Events
In preparing these financial statements, PIM has evaluated the impact of all
events and transactions for potential recognition or disclosure through August
20, 2009, and has determined that there were no subsequent events requiring
recognition or disclosure in the financial statements.
42 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareowners of Pioneer Cullen Value Fund:
- --------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
Cullen Value Fund (the "Fund"), including the schedule of investments, as of
June 30, 2009, and the related statement of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated
therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. We were not engaged to perform an audit of the Fund's internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our procedures included
confirmation of securities owned as of June 30, 2009 by correspondence with the
custodian and brokers. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Cullen Value Fund as of June, 30, 2009, the results of its operations
for the year then ended, the changes in its net assets for each of the two
years in the period then ended, and the financial highlights for each of the
periods indicated therein, in conformity with U.S. generally accepted
accounting principles.
/s/ Ernst & Young
Boston, Massachusetts
August 20, 2009
Pioneer Cullen Value Fund | Annual Report | 6/30/09 43
ADDITIONAL INFORMATON (unaudited)
For the year ended June 30, 2009, certain dividends paid by the Fund may be
subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth
Tax Relief Reconciliation Act (the Act) of 2003. The Fund intends to designate
up to the maximum amount of such dividends allowable under the Act, as taxed at
a maximum rate of 15%. Complete information will be computed and reported in
conjunction with your 2007 form 1099-DIV.
The qualifying percentage of the Fund's ordinary income dividends for the
purpose of the corporate dividends received deduction was 100.0%.
44 Pioneer Cullen Value Fund | Annual Report | 6/30/09
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Trustees and Officers
The Board of Trustees provides broad supervision over the Fund's affairs. The
officers of the Fund are responsible for the Fund's operations. The Trustees
and officers are listed below, together with their principal occupations during
the past five years. Trustees who are interested persons of the Fund within the
meaning of the 1940 Act are referred to as Interested Trustees. Trustees who
are not interested persons of the Fund are referred to as Independent Trustees.
Each of the Trustees serves as a trustee of each of the 67 U.S. registered
investment portfolios for which Pioneer serves as investment adviser (the
"Pioneer Funds"). The address for all Trustees and all officers of the Fund is
60 State Street, Boston, Massachusetts 02109.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 45
Interested Trustees
Position Held Length of Service Principal Occupation Other Directorships
Name and Age with the Fund and Term of Office During Past Five Years Held by this Trustee
- ------------------------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (83)* Chairman of the Board, Trustee since 2004. Deputy Chairman and a None
Trustee and President Serves until a successor Director of Pioneer
trustee is elected or Global Asset Management
earlier retirement or S.p.A. ("PGAM");
removal. Non-Executive Chairman
and a Director of
Pioneer Investment
Management USA Inc.
("PIM-USA"); Chairman
and a Director of
Pioneer; Chairman and
Director of Pioneer
Institutional Asset
Management, Inc. (since
2006); Director of
Pioneer Alternative
Investment Management
Limited (Dublin);
President and a Director
of Pioneer Alternative
Investment Management
(Bermuda) Limited and
affiliated funds;
Director of PIOGLOBAL
Real Estate Investment
Fund (Russia) (until
June 2006); Director of
Nano-C, Inc. (since
2003); Director of Cole
Management Inc. (since
2004); Director of
Fiduciary Counseling,
Inc.; President and
Director of Pioneer
Funds Distributor, Inc.
("PFD") (until May
2006); President of all
of the Pioneer Funds;
and Of Counsel, Wilmer
Cutler Pickering Hale
and Dorr LLP
- ------------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (50)* Trustee and Executive Trustee since 2008. Director, CEO and None
Vice President Serves until a successor President of Pioneer
trustee is elected or Investment Management
earlier retirement or USA Inc. (since February
removal. 2007); Director and
President of Pioneer
Investment Management,
Inc. and Pioneer
Institutional Asset
Management, Inc. (since
February 2007);
Executive Vice President
of all of the Pioneer
Funds (since March
2007); Director of
Pioneer Global Asset
Management S.p.A. (since
April 2007); Head of New
Markets Division,
Pioneer Global Asset
Management S.p.A. (2000
- 2007)
- ------------------------------------------------------------------------------------------------------------------------------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are officers or directors of the Fund's
investment adviser and certain of its affiliates.
46 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Independent Trustees
Position Held Length of Service Principal Occupation Other Directorships
Name and Age with the Fund and Term of Office During Past Five Years Held by this Trustee
- ------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (65) Trustee Trustee since 2005. Managing Partner, Director of
Serves until a successor Federal City Capital Enterprise Community
trustee is elected or Advisors (boutique Investment, Inc.
earlier retirement or merchant bank) (1997 to (privately held
removal. 2004 and 2008 - affordable housing
present); and Executive finance company);
Vice President and Chief Director of New York
Financial Officer, Mortgage Trust
I-trax, Inc. (publicly (publicly traded
traded health care mortgage REIT); and
services company) (2004 Director of Oxford
- 2007) Analytica, Inc.
(privately held
research and
consulting company)
- ------------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (61) Trustee Trustee since 2004. President, Bush Director of Marriott
Serves until a successor International, LLC International,
trustee is elected or (international financial Inc.; Director of
earlier retirement or advisory firm) Discover Financial
removal. Services (credit
card issuer and
electronic payment
services); Director
of Briggs & Stratton
Co. (engine
manufacturer);
Director of UAL
Corporation (airline
holding company);
Director of Mantech
International
Corporation
(national security,
defense, and intel-
ligence technology
firm); and Member,
Board of Governors,
Investment Company
Institute
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund | Annual Report | 6/30/08 47
Independent Trustees (continued)
Position Held Length of Service Principal Occupation Other Directorships
Name and Age with the Fund and Term of Office During Past Five Years Held by this Trustee
- ------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (64) Trustee Trustee since 2008. Professor, Harvard Trustee, Mellon
Serves until a successor University Institutional Funds
trustee is elected or Investment Trust and
earlier retirement or Mellon Institutional
removal Funds Master
Portfolio (oversees
17 portfolios in
fund complex)
- ------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (62) Trustee Trustee since 2004. Founding Director, Vice None
Serves until a successor President and Corporate
trustee is elected or Secretary, The Winthrop
earlier retirement or Group, Inc. (consulting
removal. firm); and Desautels
Faculty of Management,
McGill University
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (58) Trustee Trustee since 2006. Chief Executive Officer, None
Serves until a successor Quadriserv, Inc.
trustee is elected or (technology products for
earlier retirement or securities lending
removal. industry) (2008 -
present); Private
investor (2004 - 2008);
and Senior Executive
Vice President, The Bank
of New York (financial
and securities services)
(1986 - 2004)
- ------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (61) Trustee Trustee since 2004. President and Chief Director of New
Serves until a successor Executive Officer, America High Income
trustee is elected or Newbury, Piret & Fund, Inc.
earlier retirement or Company, Inc. (closed-end
removal. (investment banking investment company)
firm)
- ------------------------------------------------------------------------------------------------------------------------------------
48 Pioneer Cullen Value Fund | Annual Report | 6/30/08
Fund Officers
Position Held Length of Service Principal Occupation Other Directorships
Name and Age with the Fund and Term of Office During Past Five Years Held by this Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Dorothy E. Bourassa (61) Secretary Since 2004. Serves at Secretary of PIM-USA; None
the discretion of the Senior Vice President --
Board Legal of Pioneer;
Secretary/Clerk of most
of PIM-USA's
subsidiaries; and
Secretary of all of the
Pioneer Funds since
September 2003
(Assistant Secretary
from November 2000 to
September 2003)
- ------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (44) Assistant Secretary Since 2004. Serves at Associate General None
the discretion of the Counsel of Pioneer since
Board January 2008 and
Assistant Secretary of
all of the Pioneer Funds
since September 2003;
Vice President and
Senior Counsel of
Pioneer from July 2002
to December 2007
- ------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (49) Treasurer Since 2008. Serves at Vice President - Fund None
the discretion of the Accounting,
Board Administration and
Controllership Services
of Pioneer; and
Treasurer of all of the
Pioneer Funds since
March 2008; Deputy
Treasurer of Pioneer
from March 2004 to
February 2008; Assistant
Treasurer of all of the
Pioneer Funds from March
2004 to February 2008;
and Treasurer and Senior
Vice President, CDC IXIS
Asset Management
Services from 2002 to
2003
- ------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (44) Assistant Treasurer Since 2004. Serves at Assistant Vice President None
the discretion of the -- Fund Accounting,
Board Administration and
Controllership Services
of Pioneer; and
Assistant Treasurer of
all of the Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (51) Assistant Treasurer Since 2004. Serves at Fund Accounting Manager None
the discretion of the -- Fund Accounting,
Board Administration and
Controllership Services
of Pioneer; and
Assistant Treasurer of
all of the Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (29) Assistant Treasurer Since 2009. Serves at Fund Administration None
the discretion of the Manager -- Fund
Board Accounting,
Administration and
Controllership Services
since November 2008 and
Assistant Treasurer of
all of the Pioneer Funds
since January 2009;
Client Service Manager
-- Institutional
Investor Services at
State Street Bank from
March 2003 to March 2007
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund | Annual Report | 6/30/08 49
Fund Officers (continued)
Position Held Length of Service Principal Occupation Other Directorships
Name and Age with the Fund and Term of Office During Past Five Years Held by this Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Teri W. Anderholm (49) Chief Compliance Officer Since 2007. Serves at Chief Compliance Officer None
the discretion of the of Pioneer since
Board December 2006 and of all
the Pioneer Funds since
January 2007; Vice
President and Compliance
Officer, MFS Investment
Management (August 2005
to December 2006);
Consultant, Fidelity
Investments (February
2005 to July 2005);
Independent Consultant
(July 1997 to February
2005)
- ------------------------------------------------------------------------------------------------------------------------------------
50 Pioneer Cullen Value Fund | Annual Report | 6/30/08
This page for your notes.
Pioneer Cullen Value Fund | Annual Report | 6/30/08 51
This page for your notes.
52 Pioneer Cullen Value Fund | Annual Report | 6/30/08
How To Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
- --------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
- --------------------------------------------------------------------------------
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: pioneerinvestments.com
This report must be accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
[LOGO]PIONEER
Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2009 Pioneer Investments 19400-03-0809
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.
Audit Fees
Fees for audit services provided to the Fund, including fees
associated with the annual filing of its Form N-1A, totaled
approximately $31,786 in 2009 and $29,800 in 2008.
(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.
Audit-Related Fees
There were no fees for audit-related services
provided to the Fund during the fiscal years ended June 30,
2009 and 2008.
(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.
Tax Fees
Fees for tax compliance services, primarily for tax returns,
totaled approximately $8,290 and $8,290 in 2009 and
2008, respectively.
(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.
Other Fees
There were no fees for other services
provided to the Fund during the fiscal years ended June 30,
2009 and 2008.
(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.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into on
or after May 6, 2003, the effective date of the new SEC
pre-approval rules, the Fund's audit committee is required
to pre-approve services to affiliates defined by SEC rules
to the extent that the services are determined to have a
direct impact on the operations or financial reporting of the
Fund. For the years ended June 30, 2009 and 2008, there
were no services provided to an affiliate that required the
Fund's audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal 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.
The aggregate non-audit fees for the Fund and affiliates, as
previously defined, totaled approximately $8,290 in 2009
and $8,290 in 2008.
(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 audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the 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 control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
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 Series Trust III
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date August 28, 2009
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 August 28, 2009
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer
Date August 28, 2009
* Print the name and title of each signing officer under his or her signature.