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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)
Terrence J. Cullen, 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: August 31
Date of reporting period: September 1, 2013 through February 28, 2014
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 STOCKHOLDERS.
Pioneer Disciplined
Value Fund
(Formerly Pioneer Fundamental Value Fund.
See Note to Shareholders on Page 4 for more information.)
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Semiannual Report | February 28, 2014
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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: 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 23
Notes to Financial Statements 33
Approval of Investment Advisory Agreement 42
Trustees, Officers and Service Providers 46
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 1
President's Letter
Dear Shareowner,
A few months into 2014, we still foresee U.S. economic growth matching or
exceeding 2013 levels, despite some weaker economic data releases early in the
year driven in large part by harsh winter weather across much of the continental
U.S. While unemployment remains high, employment has been rising steadily.
Consumer incomes, savings, wealth, and debt-servicing capacity have been solid
buttresses for the recovering housing and auto industries. Industrial activity
is growing only moderately, but current corporate profits are generally solid
and balance sheets appear able to support needed capital spending and dividend*
payouts. Tax hikes, spending restraint and a better economy have meaningfully
cut the federal budget deficit. A modestly improving European economy and
continuing economic improvement in Japan appear likely to result in improving
global growth in 2014, further supporting the U.S. economy. In addition, we feel
that continuing slack in labor markets and capacity utilization offer the
potential for continuing growth without bottlenecks and rising inflation.
After observing the strengthening economic trends, the Federal Reserve (the Fed)
has begun scaling back its QE (quantitative easing) program, but short-term
interest rates remain near zero, and while Fed Chair Janet Yellen has hinted
that rates may be raised sooner than anticipated, market expectations are still
focused on no earlier than 2015.
There are certainly risks and uncertainties still facing the global economy as
2014 moves along. The European economy, while improving, remains weak, the
Japanese economy faces a tax hike this spring, and a number of emerging market
countries are experiencing difficulties. There are also geopolitical worries
abroad, such as Russia's aggressive move against Ukraine, and more potential
political fights at home, especially during a mid-term election year. While most
of the widely recognized risks we have outlined may already be "priced into" the
market, we believe investors should continue to expect market volatility.
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. And while diversification does not assure a profit
or protect against loss in a declining market, we believe there are still
opportunities for prudent investors to earn attractive returns. Our advice, as
always, is to work closely with a trusted financial advisor to discuss your
goals and work together to develop an investment strategy that meets your
individual needs, keeping in mind that there is no single best strategy that
works for every investor.
* Dividends are not guaranteed.
2 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
Pioneer's investment teams have, since 1928, sought out attractive opportunities
in global equity and bond markets, using in-depth research to identify
undervalued individual securities, and using thoughtful risk management to
construct portfolios which seek to balance potential risks and rewards in an
ever-changing world.
We encourage you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
us.pioneerinvestments.com. We greatly appreciate your trust in us, and we 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 shareowner report regarding market or economic trends or
the factors influencing the Fund's historical or future performance are
statements of opinion 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 Disciplined Value Fund | Semiannual Report | 2/28/14 3
Portfolio Management Discussion | 2/28/14
Note to Shareholders: Effective June 7, 2013, Pioneer Disciplined Value Fund
("the predecessor fund") reorganized with Pioneer Fundamental Value Fund. As a
result of the reorganization, Pioneer Fundamental Value Fund was renamed Pioneer
Disciplined Value Fund. The investment strategies, performance and financial
history, inception date, fiscal year end, and portfolio management team of the
combined Fund are that of the predecessor Pioneer Disciplined Value Fund.
In the following interview, John Peckham, CFA, Co-Head of Equity Research, U.S.,
at Pioneer, and Ashesh (Ace) Savla, senior quantitative research analyst at
Pioneer, discusses the market environment for stocks during the six-month period
ended February 28, 2014, and the performance of Pioneer Disciplined Value Fund
in that environment. Mr. Peckham, along with Mr. Savla, and Brian Popiel,
fundamental research analyst at Pioneer, are responsible for the day-to-day
management of the Portfolio.
Q How did the Fund perform during the six-month period ended February 28,
2014?
A Pioneer Disciplined Value Fund's Class A shares returned 13.18% at net
asset value during the six-month period ended February 28, 2014, while the
Fund's benchmark, the Russell 1000 Value Index (the Russell Index),
returned 13.46%. During the same six-month period, the average return of
the 1,270 mutual funds in Morningstar's Large Value Funds category was
12.87%, and the average return of the 495 mutual funds in Lipper's Large
Cap Value Funds category was 13.17%.
Q How would you describe the investment environment in the equity market
during the six-month period ended February 28, 2014?
A We would characterize it as a "risk-on" environment, as the market shook
off a lot of potential bad news during the period, including the difficult
launch, to say the least, of the Affordable Care Act (ACA), the suggestion
(and then implementation) by the Federal Reserve (Fed) of a tapering of its
quantitative easing (QE) bond-buying program, and several geopolitical
factors, most recently Russia's military incursion into Crimea. Despite
those risks, the robust investment environment prevailed for most of the
six-month period. There was a slight pullback in January, but that was
followed by a good recovery in February, the final month of the period.
Cyclical sectors, like industrials, materials, and consumer discretionary
fared well in the "risk-on" environment, while the more defensive sectors,
like consumer staples, lagged. One notable exception was health care, a
defensive sector that posted very strong performance during the period,
even in light of the well-publicized difficulties with the ACA launch.
4 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
Q Which of your investment decisions and/or stock picks contributed the most
to the Fund's benchmark-relative performance during the six-month period
ended February 28, 2014?
A Our pro-cyclical bias in the portfolio worked out well and aided benchmark-
relative returns. The Fund benefited from an overweight to industrials,
which was the top-performing sector in the Russell Index, and from
underweights to utilities and telecom services, which underperformed most
cyclical sectors during the period. An underweight to energy, which was the
worst-performing cyclical sector in the Russell Index during the six-month
period, also contributed to the Fund's benchmark-relative returns.
Stock selection in consumer staples, financials, industrials, and materials
contributed the most to relative performance during the period. In consumer
staples, the two Fund holdings that added the most to relative returns were
Coca-Cola Enterprises and CVS/Caremark. Coca-Cola Enterprises has had good
year-over-year results in Europe and has been realizing the positive
effects of its share buybacks. CVS/Caremark's joint venture with Cardinal
Health to distribute generic drugs has provided a nice boost to the stock's
performance, and the company also has seen good performance from its
drugstore component. In addition, not owning Procter & Gamble, a
significant underperformer during the period, aided benchmark-relative
returns in the consumer staples area.
In industrials, airline stock United Continental proved to be the
top-performing holding (relative to the Russell Index) in the entire
portfolio during the six-month period. United Continental has proved to be
a good turnaround story, and airline industry consolidation, overall, has
been a positive. Also in industrials, the Fund's position in Ingersoll-Rand
made a significant contribution to returns. Ingersoll-Rand has good
exposure to the upticks in residential and non-residential construction,
and the company also spun-off its security business, a move that was well
received by the market.
In materials, the Fund's position in LyondellBasell was the top contributor
to returns from that sector. The company has reported good results driven
in large part by low North American natural gas prices. In financials, a
lot of inexpensive cyclical stocks outperformed during the period, and the
Fund's holdings of Discover Financial, JPMorgan, and Morgan Stanley all
contributed to relative returns. In addition, avoiding Berkshire-Hathaway,
which underperformed, aided benchmark-relative returns in financials.
Other top contributors to benchmark-relative returns were Fund positions in
Yahoo! (information technology) and Cardinal Health (health care). Yahoo!
owns about one-quarter of Chinese firm Alibaba, a group of
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 5
Internet-based e-commerce businesses, and Alibaba's growth helped to drive
Yahoo's! performance during the period. We exited the Fund's position once
the stock hit fair value. Cardinal Health's performance has benefited from
its joint venture with CVS/Caremark, mentioned earlier.
Q Which of your investment decisions and/or stock picks detracted the most
from the Fund's benchmark-relative performance during the six-month period
ended February 28, 2014?
A Stock selection in energy was the biggest detractor from benchmark-relative
returns during the period, while selection in consumer discretionary and
information technology also held back results.
In energy, exploration-and-production companies fared poorly during the
period, and the Fund owned several such stocks, including Marathon Oil,
Apache, and ConocoPhillips. In information technology, despite the Fund's
success with the Yahoo! investment, mentioned earlier, those positive
results were overshadowed by not holding some of the sector's top
performers--Micron Technology, in particular. In consumer discretionary,
the Fund's position in home improvement company Lowe's detracted from
relative returns. We sold the stock before the end of the period.
Sector allocation decisions did not have a huge negative impact on the
Fund's relative returns, though the portfolio's overweight to the
financials sector, which was one of the bottom five performers in the
Russell Index during the period, was a modest detractor.
Q What is your outlook for the equity market and how have you positioned the
Fund's portfolio heading into the second half of the Fund's fiscal year?
A Given the Fed's tapering of QE and the general improvement in the domestic
economy over the past year, we are very much aware that interest rates may
begin to rise even sooner than expected, so we have positioned the Fund's
portfolio in anticipation of higher interest rates.
We still have a cyclical bias in the portfolio, but have slightly reduced
the Fund's allocation to consumer discretionary, as it is getting harder to
find cheap stocks in the sector. We have increased the Fund's holdings in
materials while remaining underweight to energy. In industrials, the Fund
has a sizable allocation to the airline industry. In the defensive sectors,
health care seems to be the place to be right now, so we have maintained
the Fund's overweight to the sector.
6 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
At the present time, equities still appear to be good investments,
especially compared with fixed-income alternatives. Given the sharp rally
in stocks since the beginning of 2013, some have questioned if the market
is overvalued, but we are still finding many cheap stocks in key sectors
such as financials and materials. In fact, over the past six months,
portfolio turnover mainly involved the sales of stock positions that had
appreciated, then replacing them with cheaper names. To date, we have not
had a problem finding those cheaper alternatives, so the value in the
market still appears to be there.
Please refer to the Schedule of Investments on pages 18-22 for a full listing of
Fund securities.
The Fund invests in a limited number of securities and, as a result, the Fund's
performance may be more volatile than the performance of other funds holding
more securities.
Investments in small- and mid-sized companies may offer the potential for higher
returns, but are also subject to greater short-term price fluctuations than
larger, more established companies.
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.
These risks may increase share price volatility.
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 opinion as of the date of this report. These opinions 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 Disciplined Value Fund | Semiannual Report | 2/28/14 7
Portfolio Summary | 2/28/14
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 92.2%
International Common Stocks 5.2%
Depository Receipts for International Stocks 2.6%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Financials 32.6%
Health Care 18.5%
Industrials 15.1%
Energy 12.2%
Information Technology 5.9%
Materials 5.0%
Consumer Staples 4.7%
Consumer Discretionary 4.3%
Utilities 1.7%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Citigroup, Inc. 3.91%
--------------------------------------------------------------------------------
2. Bank of America Corp. 3.85
--------------------------------------------------------------------------------
3. Occidental Petroleum Corp. 3.17
--------------------------------------------------------------------------------
4. Merck & Co., Inc. 3.03
--------------------------------------------------------------------------------
5. Johnson & Johnson 3.00
--------------------------------------------------------------------------------
6. Morgan Stanley 2.98
--------------------------------------------------------------------------------
7. Pfizer, Inc. 2.92
--------------------------------------------------------------------------------
8. Eaton Corp Plc 2.87
--------------------------------------------------------------------------------
9. JPMorgan Chase & Co. 2.75
--------------------------------------------------------------------------------
10. Ingersoll-Rand Plc 2.72
--------------------------------------------------------------------------------
* This list excludes temporary cash investments 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 Disciplined Value Fund | Semiannual Report | 2/28/14
Prices and Distributions | 2/28/14
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 2/28/14 8/31/13
--------------------------------------------------------------------------------
A $19.55 $19.80
--------------------------------------------------------------------------------
B $19.47 $19.72
--------------------------------------------------------------------------------
C $19.37 $19.64
--------------------------------------------------------------------------------
Y $19.21 $19.49
--------------------------------------------------------------------------------
R $19.60 $19.85
--------------------------------------------------------------------------------
Z $19.43 $19.69
--------------------------------------------------------------------------------
Distributions per Share: 9/1/13-2/28/14
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Short-Term Long-Term
Class Dividends Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $0.1004 $0.0657 $2.6405
--------------------------------------------------------------------------------
B $0.0035 $0.0657 $2.6405
--------------------------------------------------------------------------------
C $0.0268 $0.0657 $2.6405
--------------------------------------------------------------------------------
R $0.0683 $0.0657 $2.6405
--------------------------------------------------------------------------------
Y $0.1389 $0.0657 $2.6405
--------------------------------------------------------------------------------
Z $0.1179 $0.0657 $2.6405
--------------------------------------------------------------------------------
The Russell 1000 Value Index is an unmanaged measure of the performance of
large-cap U.S. value stocks. Index returns are calculated monthly, assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees,
expenses or sales charges. It is not possible to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 10-15.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 9
Performance Update | 2/28/14 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class A shares of Pioneer Disciplined Value Fund at public
offering price during the periods shown, compared to that of the Russell 1000
Value Index.
Average Annual Total Returns
(As of February 28, 2014)
--------------------------------------------------------------------------------
Net Asset Public Offering
Period Value (NAV) Price (POP)
--------------------------------------------------------------------------------
Life-of-Class
(12/15/05) 6.17% 5.41%
5 Years 19.09 17.67
1 Year 21.73 14.71
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2013)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.34% 1.20%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Disciplined Russell 1000
Value Fund Value Index
12/31/2005 $ 9,425 $ 10,000
2/28/2006 $ 9,781 $ 10,452
2/28/2007 $ 11,164 $ 12,188
2/29/2008 $ 10,780 $ 11,224
2/28/2009 $ 6,500 $ 5,909
2/28/2010 $ 9,520 $ 9,248
2/28/2011 $ 11,190 $ 11,297
2/29/2012 $ 11,546 $ 11,543
2/28/2013 $ 12,790 $ 13,578
2/28/2014 $ 15,568 $ 16,760
Call 1-800-225-6292 or visit us.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 net expense ratio reflects the contractual expense limitation currently in
effect through January 1, 2015, for Class A shares. There can be no assurance
that Pioneer will extend the expense limitation 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.
The Fund acquired the assets and liabilities of Pioneer Disciplined Value Fund
("the predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class A shares of the Fund is
the performance of Class A shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
10 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
Performance Update | 2/28/14 Class B Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class B shares of Pioneer Disciplined Value Fund during the
periods shown, compared to that of the Russell 1000 Value Index.
Average Annual Total Returns
(As of February 28, 2014)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
Life-of-Class
(12/15/05) 5.37% 5.37%
5 Years 18.18 18.18
1 Year 20.72 16.72
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2013)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
2.13% 2.10%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Disciplined Russell 1000
Value Fund Value Index
12/31/2005 $ 10,000 $ 10,000
2/28/2006 $ 10,361 $ 10,452
2/28/2007 $ 11,738 $ 12,188
2/29/2008 $ 11,250 $ 11,224
2/28/2009 $ 6,733 $ 5,909
2/28/2010 $ 9,787 $ 9,248
2/28/2011 $ 11,417 $ 11,297
2/29/2012 $ 11,693 $ 11,543
2/28/2013 $ 12,857 $ 13,578
2/28/2014 $ 15,521 $ 16,760
Call 1-800-225-6292 or visit us.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 Fund acquired the assets and liabilities of Pioneer Disciplined Value Fund
("the predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The predecessor fund did not offer Class B
shares. Accordingly, the performance of Class B shares of the Fund is the
performance of Class A shares of the predecessor fund for periods prior to the
reorganization, restated to reflect the higher distribution and services fees of
Class B shares, but not other differences in expenses.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). The maximum CDSC for Class B shares is 4% and declines over five years.
For more complete information, please see the prospectus.
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 limitation currently in
effect through January 1, 2015, for Class B shares. There can be no assurance
that Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 11
Performance Update | 2/28/14 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class C shares of Pioneer Disciplined Value Fund during the
periods shown, compared to that of the Russell 1000 Value Index.
Average Annual Total Returns
(As of February 28, 2014)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
Life-of-Class
(7/16/08) 7.31% 7.31%
5 Years 18.00 18.00
1 Year 20.65 20.65
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2013)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
2.02%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Disciplined Russell 1000
Value Fund Value Index
7/31/2008 $ 10,000 $ 10,000
2/28/2009 $ 6,408 $ 5,623
2/28/2010 $ 9,297 $ 8,800
2/28/2011 $ 10,837 $ 10,750
2/29/2012 $ 11,055 $ 10,984
2/28/2013 $ 12,151 $ 12,920
2/28/2014 $ 14,661 $ 15,948
Call 1-800-225-6292 or visit us.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.
The Fund acquired the assets and liabilities of Pioneer Disciplined Value Fund
("the predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class C shares of the Fund is
the performance of Class C shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses.
12 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
Performance Update | 2/28/14 Class R Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class R shares of Pioneer Disciplined Value Fund during the
periods shown, compared to that of the Russell 1000 Value Index.
Average Annual Total Returns
(As of February 28, 2014)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
Life-of-Class
(12/15/05) 5.67% 5.67%
5 Years 18.55 18.55
1 Year 21.41 21.41
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2013)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.51% 1.40%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Disciplined Russell 1000
Value Fund Value Index
12/31/2005 $ 10,000 $ 10,000
2/28/2006 $ 10,365 $ 10,452
2/28/2007 $ 11,772 $ 12,188
2/29/2008 $ 11,311 $ 11,224
2/28/2009 $ 6,786 $ 5,909
2/28/2010 $ 9,890 $ 9,248
2/28/2011 $ 11,565 $ 11,297
2/29/2012 $ 11,875 $ 11,543
2/28/2013 $ 13,089 $ 13,578
2/28/2014 $ 15,891 $ 16,760
Call 1-800-225-6292 or visit us.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 Fund acquired the assets and liabilities of Pioneer Disciplined Value Fund
("the predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The predecessor fund did not offer Class R
shares. Accordingly, the performance of Class R shares of the Fund is the
performance of Class A shares of the predecessor fund for periods prior to the
reorganization, restated to reflect the higher distribution and service fees of
Class R shares, but not other differences in expenses.
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 limitation currently in
effect through January 1, 2015, for Class R shares. There can be no assurance
that Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 13
Performance Update | 2/28/14 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Class Y shares of Pioneer Disciplined Value Fund during the
periods shown, compared to that of the Russell 1000 Value Index.
Average Annual Total Returns
(As of February 28, 2014)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
Life-of-Class
(12/15/05) 6.40% 6.40%
5 Years 19.46 19.46
1 Year 22.03 22.03
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2013)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
0.97% 0.85%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Disciplined Russell 1000
Value Fund Value Index
12/31/2005 $ 5,000,000 $ 5,000,000
2/28/2006 $ 5,186,869 $ 5,225,895
2/28/2007 $ 5,920,149 $ 6,093,933
2/29/2008 $ 5,716,690 $ 5,611,884
2/28/2009 $ 3,454,369 $ 2,954,584
2/28/2010 $ 5,076,952 $ 4,623,823
2/28/2011 $ 5,985,656 $ 5,648,632
2/29/2012 $ 6,192,328 $ 5,771,558
2/28/2013 $ 6,886,421 $ 6,788,883
2/28/2014 $ 8,403,773 $ 8,380,026
Call 1-800-225-6292 or visit us.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 Fund acquired the assets and liabilities of Pioneer Disciplined Value Fund
("the predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The performance of Class Y shares of the Fund is
the performance of Class Y shares of the predecessor fund for periods prior to
the reorganization, and has not been restated to reflect any differences in
expenses. Performance shown for periods prior to the inception of Class Y shares
of the predecessor fund on July 31, 2008, is the net asset value performance of
the predecessor fund's Class A shares, which has not been restated to reflect
any differences in expenses, including Rule 12b-1 fees applicable to Class A
shares. Since fees for Class A shares generally are higher than those of Class Y
shares, the performance of Class Y shares of the predecessor fund prior to their
inception on July 31, 2008, would have been higher than the performance shown.
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 net expense ratio reflects the contractual expense limitation currently in
effect through January 1, 2015, for Class Y shares. There can be no assurance
that Pioneer will extend the expense limitation 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.
14 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
Performance Update | 2/28/14 Class Z Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class Z shares of Pioneer Disciplined Value Fund during the
periods shown, compared to that of the Russell 1000 Value Index.
Average Annual Total Returns
(As of February 28, 2014)
--------------------------------------------------------------------------------
If If
Period Held Redeemed
--------------------------------------------------------------------------------
Life-of-Class
(12/15/05) 6.20% 6.20%
5 Years 19.13 19.13
1 Year 21.97 21.97
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated November 1, 2013)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.39% 0.90%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Disciplined Russell 1000
Value Fund Value Index
12/31/2005 $ 10,000 $ 10,000
2/28/2006 $ 10,374 $ 10,452
2/28/2007 $ 11,840 $ 12,188
2/29/2008 $ 11,433 $ 11,224
2/28/2009 $ 6,894 $ 5,909
2/28/2010 $ 10,097 $ 9,248
2/28/2011 $ 11,868 $ 11,297
2/29/2012 $ 12,245 $ 11,543
2/28/2013 $ 13,565 $ 13,578
2/28/2014 $ 16,545 $ 16,760
Call 1-800-225-6292 or visit us.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 Fund acquired the assets and liabilities of Pioneer Disciplined Value Fund
("the predecessor fund") on June 7, 2013. As a result of the reorganization, the
predecessor fund's performance and financial history became the performance and
financial history of the Fund. The predecessor fund did not offer Class Z
shares. Accordingly, the performance of Class Z shares of the Fund is the
performance of Class A shares of the predecessor fund for periods prior to the
reorganization, and has not been restated to reflect any differences in
expenses.
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 net expense ratio reflects the contractual expense limitation currently in
effect through January 1, 2015, for Class Z shares. There can be no assurance
that Pioneer will extend the expense limitation beyond such time. Please see the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 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 Disciplined Value Fund
Based on actual returns from September 1, 2013, through February 28, 2014.
----------------------------------------------------------------------------------------
Share Class A B C R Y Z
----------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 9/1/13
----------------------------------------------------------------------------------------
Ending Account $1,131.80 $1,127.00 $1,127.80 $1,130.60 $1,133.60 $1,133.00
Value (after expenses)
on 2/28/14
----------------------------------------------------------------------------------------
Expenses Paid $ 6.34 $ 10.76 $ 10.08 $ 7.40 $ 4.29 $ 4.76
During Period*
----------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.20%, 2.04%,
1.91%, 1.40%, 0.81%, and 0.90% for Class A, Class B, Class C, Class R,
Class Y, and Class Z shares, respectively, multiplied by the average
account value over the period, multiplied by 181/365 (to reflect the
one-half year period).
16 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
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 Disciplined Value Fund
Based on a hypothetical 5% return per year before expenses, reflecting the
period from September 1, 2013, through February 28, 2014.
----------------------------------------------------------------------------------------
Share Class A B C R Y Z
----------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 9/1/13
----------------------------------------------------------------------------------------
Ending Account $1,018.84 $1,014.68 $1,015.32 $1,017.85 $1,020.78 $1,020.33
Value (after expenses)
on 2/28/14
----------------------------------------------------------------------------------------
Expenses Paid $ 6.01 $ 10.19 $ 9.54 $ 7.00 $ 4.06 $ 4.51
During Period*
----------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.20%, 2.04%,
1.91%, 1.40%, 0.81%, and 0.90% for Class A, Class B, Class C, Class R,
Class Y, and Class Z shares, respectively, multiplied by the average
account value over the period, multiplied by 181/365 (to reflect the
one-half year period).
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 17
Schedule of Investments | 2/28/14 (unaudited)
--------------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------------
COMMON STOCKS -- 99.4%
ENERGY -- 12.2%
Oil & Gas Equipment & Services -- 1.7%
358,433 Halliburton Co. $ 20,430,681
--------------------------------------------------------------------------------------
Integrated Oil & Gas -- 4.2%
150,913 Hess Corp. $ 12,077,567
392,818 Occidental Petroleum Corp. 37,914,793
--------------
$ 49,2992,360
--------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 6.3%
375,382 Apache Corp. $ 29,764,039
355,147 ConocoPhillips 23,617,276
680,943 Marathon Oil Corp. 22,811,590
--------------
$ 76,192,905
--------------
Total Energy $ 146,615,946
--------------------------------------------------------------------------------------
MATERIALS -- 5.0%
Commodity Chemicals -- 2.5%
341,930 LyondellBasell Industries NV $ 30,117,194
--------------------------------------------------------------------------------------
Diversified Metals & Mining -- 2.5%
528,773 Rio Tinto Plc (A.D.R.) $ 30,298,693
--------------
Total Materials $ 60,415,887
--------------------------------------------------------------------------------------
CAPITAL GOODS -- 9.3%
Aerospace & Defense -- 2.4%
302,392 Honeywell International, Inc. $ 28,557,900
--------------------------------------------------------------------------------------
Electrical Components & Equipment -- 2.8%
459,325 Eaton Corp. Plc $ 34,316,171
--------------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 1.4%
112,273 Cummins, Inc. $ 16,382,876
--------------------------------------------------------------------------------------
Industrial Machinery -- 2.7%
531,716 Ingersoll-Rand Plc $ 32,509,116
--------------
Total Capital Goods $ 111,766,063
--------------------------------------------------------------------------------------
TRANSPORTATION -- 5.8%
Airlines -- 4.6%
808,884 American Airlines Group, Inc. $ 29,872,086
571,767 United Continental Holdings, Inc.* 25,706,644
--------------
$ 55,578,730
--------------------------------------------------------------------------------------
Railroads -- 1.2%
76,463 Union Pacific Corp. $ 13,792,396
--------------
Total Transportation $ 69,371,126
--------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
--------------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 1.9%
Automobile Manufacturers -- 1.9%
1,463,993 Ford Motor Co. $ 22,530,852
--------------
Total Automobiles & Components $ 22,530,852
--------------------------------------------------------------------------------------
RETAILING -- 2.5%
Department Stores -- 1.4%
282,054 Macy's, Inc. $ 16,319,644
--------------------------------------------------------------------------------------
Home Improvement Retail -- 1.1%
259,980 Lowe's Companies, Inc. $ 13,006,799
--------------
Total Retailing $ 29,326,443
--------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 2.6%
Drug Retail -- 2.6%
432,649 CVS Caremark Corp. $ 31,643,948
--------------
Total Food & Staples Retailing $ 31,643,948
--------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 2.1%
Soft Drinks -- 2.1%
543,053 Coca-Cola Enterprises, Inc. $ 25,566,935
--------------
Total Food, Beverage & Tobacco $ 25,566,935
--------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 9.5%
Health Care Equipment -- 2.1%
414,249 Medtronic, Inc. $ 24,548,396
--------------------------------------------------------------------------------------
Health Care Distributors -- 2.1%
349,180 Cardinal Health, Inc. $ 24,976,845
--------------------------------------------------------------------------------------
Health Care Services -- 1.9%
309,345 Express Scripts Holding Co.* $ 23,296,772
--------------------------------------------------------------------------------------
Managed Health Care -- 3.4%
362,705 Aetna, Inc. $ 26,372,281
130,230 Humana, Inc. 14,645,666
--------------
$ 41,017,947
--------------
Total Health Care Equipment & Services $ 113,839,960
--------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 8.9%
Pharmaceuticals -- 8.9%
389,639 Johnson & Johnson $ 35,893,545
635,303 Merck & Co., Inc. 36,205,918
1,087,505 Pfizer, Inc. 34,919,786
--------------
$ 107,019,249
--------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 107,019,249
--------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 19
Schedule of Investments | 2/28/14 (unaudited) (continued)
--------------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------------
BANKS -- 7.9%
Regional Banks -- 7.9%
364,574 BB&T Corp. $ 13,780,897
1,899,648 KeyCorp 25,018,364
2,467,692 Regions Financial Corp. 26,256,243
357,807 The PNC Financial Services Group, Inc. 29,261,456
--------------
$ 94,316,960
--------------
Total Banks $ 94,316,960
--------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 18.5%
Other Diversified Financial Services -- 12.1%
2,779,987 Bank of America Corp. $ 45,953,185
961,127 Citigroup, Inc. 46,739,609
565,930 ING US, Inc. 20,299,909
578,514 JPMorgan Chase & Co. 32,871,165
--------------
$ 145,863,868
--------------------------------------------------------------------------------------
Specialized Finance -- 1.3%
401,474 The NASDAQ OMX Group, Inc. $ 15,412,587
--------------------------------------------------------------------------------------
Consumer Finance -- 2.1%
442,765 Discover Financial Services, Inc. $ 25,405,856
--------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 3.0%
1,157,713 Morgan Stanley Co. $ 35,657,560
--------------
Total Diversified Financials $ 222,339,871
--------------------------------------------------------------------------------------
INSURANCE -- 6.1%
Life & Health Insurance -- 2.7%
383,279 Lincoln National Corp. $ 19,213,776
392,763 Unum Group 13,660,297
--------------
$ 32,874,073
--------------------------------------------------------------------------------------
Multi-line Insurance -- 1.6%
556,780 The Hartford Financial Services Group, Inc. $ 19,593,088
--------------------------------------------------------------------------------------
Property & Casualty Insurance -- 1.8%
385,207 The Allstate Corp. $ 20,901,332
--------------
Total Insurance $ 73,368,493
--------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 4.9%
Computer Hardware -- 2.4%
55,860 Apple, Inc. $ 29,395,766
--------------------------------------------------------------------------------------
Computer Storage & Peripherals -- 1.2%
527,833 EMC Corp. $ 13,918,956
--------------------------------------------------------------------------------------
Office Electronics -- 1.3%
1,411,333 Xerox Corp. $ 15,510,550
--------------
Total Technology Hardware & Equipment $ 58,825,272
--------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
--------------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.1%
Semiconductors -- 1.1%
250,000 Analog Devices, Inc. $ 12,705,000
--------------
Total Semiconductors & Semiconductor Equipment $ 12,705,000
--------------------------------------------------------------------------------------
UTILITIES -- 1.1%
Electric Utilities -- 1.1%
148,009 NextEra Energy, Inc.* $ 13,526,543
--------------
Total Utilities $ 13,526,543
--------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $1,007,498,767) $1,193,178,548
--------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 99.4%
(Cost $1,007,498,767) (a) $1,193,178,548
--------------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 0.6% $ 7,433,643
--------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $1,200,612,191
======================================================================================
* Non-income producing security.
(A.D.R.) American Depositary Receipts.
(a) At February 28, 2014, the net unrealized appreciation on investments
based on cost for federal income tax purposes of $1,011,890,979 was as
follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $189,873,283
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (8,585,714)
------------
Net unrealized appreciation $181,287,569
============
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended February 28, 2014 aggregated $541,166,540 and $800,940,396,
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.
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.) See Notes to Financial Statements -- Note 1A.
Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments)
See Notes to Financial Statements -- Note 1A.
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans as Level 2 and securities valued using fair value methods
(other than prices supplied by independent pricing services) are categorized as
Level 3. See Notes to Financial Statements -- Note 1A.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 21
Schedule of Investments | 2/28/14 (unaudited) (continued)
The following is a summary of the inputs used as of February 28, 2014, in
valuing the Fund's assets:
------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
------------------------------------------------------------------------------------
Common Stocks $1,193,178,548 $ -- $ -- $1,193,178,548
------------------------------------------------------------------------------------
Total $1,193,178,548 $ -- $ -- $1,193,178,548
====================================================================================
During the six months ended February 28, 2014, there were no transfers between
Levels 1, 2 and 3.
The accompanying notes are an integral part of these financial statements.
22 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
Statement of Assets and Liabilities | 2/28/14 (unaudited)
ASSETS:
Investment in securities, at value (cost $1,007,498,767) $1,193,178,548
Cash 8,565,397
Receivables --
Investment securities sold 14,342,047
Fund shares sold 860,619
Dividends 2,536,383
Due from Pioneer Investment Management, Inc. 28,631
Prepaid expenses 71,531
---------------------------------------------------------------------------------------------------------------
Total assets $1,219,583,156
---------------------------------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Investment securities purchased $ 14,391,492
Fund shares repurchased 3,874,187
Due to affiliates 583,942
Accrued expenses 121,344
---------------------------------------------------------------------------------------------------------------
Total liabilities $ 18,970,965
---------------------------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $ 941,906,231
Undistributed net investment income 681,573
Accumulated net realized gain on investments 72,344,606
Net unrealized appreciation on investments 185,679,781
---------------------------------------------------------------------------------------------------------------
Total net assets $1,200,612,191
===============================================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $622,151,206/31,827,653 shares) $ 19.55
Class B (based on $27,705,969/1,423,180 shares) $ 19.47
Class C (based on $218,674,177/11,291,852 shares) $ 19.37
Class R (based on $21,480,824/1,118,480 shares) $ 19.21
Class Y (based on $307,407,553/15,681,726 shares) $ 19.60
Class Z (based on $3,192,462/164,274 shares) $ 19.43
MAXIMUM OFFERING PRICE:
Class A ($19.55 (divided by) 94.25%) $ 20.74
===============================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 23
Statement of Operations (unaudited)
For the Six Months Ended 2/28/14
INVESTMENT INCOME:
Dividends $12,518,542
Interest 787
---------------------------------------------------------------------------------------------------------------
Total investment income $ 12,519,329
---------------------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 4,042,673
Transfer agent fees
Class A 203,104
Class B 19,813
Class C 42,930
Class R 6,026
Class Y 38,784
Class Z 2,089
Distribution fees
Class A 824,809
Class B 148,975
Class C 1,101,851
Class R 55,075
Shareholder communication expense 1,048,022
Administrative reimbursements 204,169
Custodian fees 9,974
Registration fees 51,215
Professional fees 63,580
Printing expense 32,306
Fees and expenses of nonaffiliated Trustees 20,851
Miscellaneous 12,037
---------------------------------------------------------------------------------------------------------------
Total expenses $ 7,928,283
Less fees waived and expenses reimbursed
by Pioneer Investment Management, Inc. (38,422)
---------------------------------------------------------------------------------------------------------------
Net expenses $ 7,889,861
---------------------------------------------------------------------------------------------------------------
Net investment income $ 4,629,468
---------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments $121,905,768
---------------------------------------------------------------------------------------------------------------
Change in net unrealized appreciation on investments $ 32,355,128
---------------------------------------------------------------------------------------------------------------
Net gain on investments $154,260,896
---------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $158,890,364
===============================================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
Statements of Changes in Net Assets
---------------------------------------------------------------------------------------------------------------
Six Months
Ended
2/28/14 Year Ended
(unaudited) 8/31/13
---------------------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 4,629,468 $ 2,940,429
Net realized gain on investments 121,905,768 110,680,517
Change in net unrealized appreciation (depreciation)
on investments 32,355,128 (127,884,909)
---------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 158,890,364 $ (14,263,963)
---------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.10 and $0.32* per share, respectively) $ (3,408,115) $ (46,903)
Class B ($0.00(1) and $0.00 per share, respectively) (5,439) --
Class C ($0.03 and $0.11* per share, respectively) (315,814) (4,850)
Class R ($0.07 and $0.00 per share, respectively) (78,309) --
Class Y ($0.14 and $0.40* per share, respectively) (2,322,449) (881,566)
Class Z ($0.12 and $0.00 per share, respectively) (23,280) --
Net realized gain:
Class A ($2.71 and $0.87* per share, respectively) (85,133,862) (147,718)
Class B ($2.71 and $0.00 per share, respectively) (3,871,428) --
Class C ($2.71 and $0.86* per share, respectively) (28,612,979) (42,068)
Class R ($2.71 and $0.00 per share, respectively) (2,764,514) --
Class Y ($2.71 and $0.85* per share, respectively) (42,491,844) (1,908,041)
Class Z ($2.71 and $0.00 per share, respectively) (490,717) --
---------------------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (169,518,750) $ (3,031,146)
===============================================================================================================
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 61,893,759 $ 38,473,634
Shares issued in reorganization -- 1,458,178,358
Reinvestment of distributions 146,414,221 241,645
Cost of shares repurchased (296,690,129) (224,290,223)
---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
Fund share transactions $ (88,382,149) $1,272,603,414
---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $ (99,010,535) $1,255,308,305
NET ASSETS:
Beginning of period 1,299,622,726 44,314,421
---------------------------------------------------------------------------------------------------------------
End of period $1,200,612,191 $1,299,622,726
---------------------------------------------------------------------------------------------------------------
Undistributed net investment income $ 681,573 $ 2,205,511
===============================================================================================================
(1) Amount round to less than $0.01 per share.
* Historical per share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratios used for the reorganization of the Fund
(formerly known as Pioneer Fundamental Value Fund) with Pioneer Disciplined
Value Fund.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 25
Statements of Changes in Net Assets (continued)(1)
---------------------------------------------------------------------------------------------------------------
'14 Shares '14 Amount
(unaudited) (unaudited) '13 Shares '13 Amount
---------------------------------------------------------------------------------------------------------------
Class A*
Shares sold 1,544,636 $ 30,782,430 1,143,531 $ 22,970,662
Shares issued in reorganization -- -- 37,992,998 764,864,326
Reinvestment of distributions 4,460,123 86,009,930 9,908 190,434
Less shares repurchased (8,387,654) (166,467,562) (5,050,921) (102,128,090)
---------------------------------------------------------------------------------------------------------------
Net increase (2,382,895) $ (49,675,202) 34,095,516 $ 685,897,332
===============================================================================================================
Class B
Shares sold 21,171 $ 407,801 1,822 $ 37,204
Shares issued in reorganization -- -- 1,695,126 34,055,435
Reinvestment of distributions 179,586 3,439,124 -- --
Less shares repurchased (325,148) (6,428,856) (149,377) (3,023,066)
---------------------------------------------------------------------------------------------------------------
Net increase (124,391) $ (2,581,931) 1,547,571 $ 31,069,573
===============================================================================================================
Class C*
Shares sold 618,887 $ 11,984,255 163,434 $ 3,265,893
Shares issued in reorganization -- -- 11,375,131 227,553,144
Reinvestment of distributions 1,162,505 22,159,496 2,450 47,022
Less shares repurchased (1,401,721) (27,438,588) (663,319) (13,313,095)
---------------------------------------------------------------------------------------------------------------
Net increase (decrease) 379,671 $ 6,705,163 10,877,696 $ 217,552,964
===============================================================================================================
Class R
Shares sold 147,433 $ 2,867,541 56,277 $ 1,124,288
Shares issued in reorganization -- -- 1,281,684 25,400,093
Reinvestment of distributions 140,056 2,650,365 -- --
Less shares repurchased (385,957) (7,685,669) (121,013) (2,412,252)
---------------------------------------------------------------------------------------------------------------
Net increase (98,468) $ (2,167,763) 1,216,948 $ 24,112,129
===============================================================================================================
Class Y*
Shares sold 789,636 $ 15,639,801 548,075 $ 10,969,514
Shares issued in reorganization -- -- 19,796,357 399,112,240
Reinvestment of distributions 1,634,915 31,641,559 210 4,189
Less shares repurchased (4,254,939) (85,173,778) (5,124,417) (102,092,184)
---------------------------------------------------------------------------------------------------------------
Net decrease (1,830,388) $ (37,892,418) 15,220,225 $ 307,993,759
===============================================================================================================
Class Z
Shares sold 10,652 $ 211,931 5,277 $ 106,073
Shares issued in reorganization -- -- 359,707 7,193,120
Reinvestment of distributions 26,794 513,747 -- --
Less shares repurchased (173,329) (3,495,676) (64,827) (1,321,536)
---------------------------------------------------------------------------------------------------------------
Net increase (135,883) $ (2,769,998) 300,157 $ 5,977,657
===============================================================================================================
(1) As a result of the reorganization, financial reporting for Class B, Class R
and Class Z shares commenced on June 7, 2013. See Notes to Financial
Statements -- Note 1.
* Historical share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratios used for the reorganization of the Fund
(formerly known as Pioneer Fundamental Value Fund) with Pioneer Disciplined
Value Fund.
The accompanying notes are an integral part of these financial statements.
26 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
2/28/14 Ended Ended Ended Ended Ended
(unaudited) 8/31/13 (a) 8/31/12 (a) 8/31/11 (a) 8/31/10 (a) 8/31/09 (a)
------------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 19.80 $ 18.10 $ 17.00 $ 16.57 $ 17.07 $ 20.01
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.08 $ 0.33 $ 0.23 $ 0.15 $ 0.13 $ 0.19
Net realized and unrealized gain (loss) on investments 2.48 2.56 2.08 2.08 0.25 (2.90)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from investment
operations $ 2.56 $ 2.89 $ 2.31 $ 2.23 $ 0.38 $ (2.71)
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.10) $ (0.32) $ (0.19) $ (0.15) $ (0.15) $ (0.23)
Net realized gain (2.71) (0.87) (1.02) (1.65) (0.73) --
------------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (2.81) $ (1.19) $ (1.21) $ (1.80) $ (0.88) $ (0.23)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.25) $ 1.70 $ 1.10 $ 0.43 $ (0.50) $ (2.94)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.55 $ 19.80 $ 18.10 $ 17.00 $ 16.57 $ 17.07
====================================================================================================================================
Total return* 13.18% 16.26% 14.81% 13.69% 1.98% (13.34)%
Ratio of net expenses to average net assets 1.20%** 1.24% 1.25% 1.25% 1.25% 1.25%
Ratio of net investment income (loss) to average net assets 0.78%** 0.81% 1.23% 0.95% 0.78% 1.34%
Portfolio turnover rate 86%** 70% 94% 91% 112% 114%
Net assets, end of period (in thousands) $622,151 $677,504 $ 2,084 $ 1,358 $ 892 $ 526
Ratios with no waiver of fees and assumption of expenses
by the Adviser:
Total expenses 1.20%** 1.34% 1.71% 1.68% 1.76% 13.37%
Net investment income (loss) 0.78%** 0.71% 0.77% 0.52% 0.27% (10.78)%
====================================================================================================================================
(a) The Fund acquired the assets and liabilities of Pioneer Disciplined Value
Fund (the "predecessor fund") on June 7, 2013 (the "reorganization"). As a
result of the reorganization, the predecessor fund's performance and
financial history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
Predecessor Fund with those of the Fund. See Notes to Financial Statements
-- Note 1.
* 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 and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 27
Financial Highlights (continued)
-------------------------------------------------------------------------------------------
Six Months
Ended
2/28/14 6/7/13 (a)
(unaudited) to 8/31/13
-------------------------------------------------------------------------------------------
Class B
Net asset value, beginning of period $ 19.72 $ 20.10
-------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ 0.00(b) $ 0.00(b)
Net realized and unrealized gain on investments 2.46 (0.38)
-------------------------------------------------------------------------------------------
Net increase in net assets from investment operations $ 2.46 $ (0.38)
-------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.00)(b) $ --
Net realized gain (2.71) --
-------------------------------------------------------------------------------------------
Total distributions $ (2.71) $ --
-------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.25) $ (0.38)
-------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.47 $ 19.72
===========================================================================================
Total return* 12.70% (1.89)%
Ratio of net expenses to average net assets 2.04%** 2.10%**
Ratio of net investment loss to average net assets (0.06)%** (0.13)%**
Portfolio turnover rate 86%** 70%**
Net assets, end of period (in thousands) $27,706 $ 30,523
Ratios with no waiver of fees and assumption
of expenses by the Adviser:
Total expenses 2.04%** 2.13%**
Net investment loss (0.06)%** (0.16)%**
===========================================================================================
(a) Financial reporting for Class B shares commenced on June 7, 2013. See Notes
to Financial Statements -- Note 1.
(b) Amount rounds to less than $0.01 per share.
* Assumes initial investment at net asset value at redemption of the
investment at net asset value at the end of the period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
2/28/14 Ended Ended Ended Ended Ended
(unaudited) 8/31/13 (a) 8/31/12 (a) 8/31/11 (a) 8/31/10 (a) 8/31/09 (a)
------------------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 19.64 $ 17.91 $ 16.84 $ 16.43 $ 16.98 $ 19.83
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.00(b) $ 0.08 $ 0.06 $ (0.02) $ (0.04) $ 0.06
Net realized and unrealized gain (loss) on investments 2.47 2.62 2.04 2.06 0.25 (2.87)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from investment
operations $ 2.47 $ 2.70 $ 2.10 $ 2.04 $ 0.21 $ (2.81)
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.03) $ (0.11) $ (0.02) (0.00)(b) $ (0.04) $ (0.04)
Net realized gain (2.71) (0.86) (1.01) (1.63) (0.72) --
------------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (2.74) $ (0.97) $ (1.03) $ (1.63) $ (0.76) $ (0.04)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.27) $ 1.73 $ 1.07 $ 0.41 $ (0.55) $ (2.85)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.37 $ 19.64 $ 17.91 $ 16.84 $ 16.43 $ 16.98
====================================================================================================================================
Total return* 12.78% 15.32% 13.62% 12.65% 1.07% (14.10)%
Ratio of net expenses to average net assets 1.91%** 2.02% 2.15% 2.15% 2.15% 1.99%
Ratio of net investment income (loss) to average net assets 0.07%** 0.04% 0.35% 0.05% (0.12)% 0.59%
Portfolio turnover rate 86%** 70% 94% 91% 112% 114%
Net assets, end of period (in thousands) $218,674 $214,331 $ 618 $ 673 $ 482 $ 265
Ratios with no waiver of fees and assumption of expenses
by the Adviser:
Total expenses 1.91%** 2.02% 2.34% 2.41% 2.40% 13.76%
Net investment income (loss) 0.07%** 0.04% 0.16% (0.21)% (0.37)% (11.18)%
====================================================================================================================================
(a) The Fund acquired the assets and liabilities of Pioneer Disciplined Value
Fund (the "predecessor fund") on June 7, 2013 (the "reorganization"). As a
result of the reorganization, the predecessor fund's performance and
financial history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
Predecessor Fund with those of the Fund. See Notes to Financial Statements
-- Note 1.
(b) Amount rounds to less than $0.01 per share.
* 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 and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 29
Financial Highlights (continued)
--------------------------------------------------------------------------------------------------------
Six Months
Ended
2/28/14 6/7/13 (a)
(unaudited) to 8/31/13
--------------------------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 19.49 $ 19.83
--------------------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ 0.06 $ 0.03
Net realized and unrealized gain (loss) on investments 2.44 (0.37)
--------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
investment operations $ 2.50 $ (0.34)
--------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.07) $ --
Net realized gain (2.71) --
--------------------------------------------------------------------------------------------------------
Total distributions $ (2.78) $ --
--------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.28) $ (0.34)
--------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.21 $ 19.49
========================================================================================================
Total return* 13.06% (1.72)%
Ratio of net expenses to average net assets 1.40%** 1.40%**
Ratio of net investment income to average net assets 0.58%** 0.57%**
Portfolio turnover rate 86%** 70%**
Net assets, end of period (in thousands) $21,481 $ 23,718
Ratios with no waiver of fees and assumption
of expenses by the Adviser:
Total expenses 1.65%** 1.51%**
Net investment income 0.34%** 0.46%**
========================================================================================================
(a) Financial reporting for Class R shares commenced on June 7, 2013. See Notes
to Financial Statements -- Note 1.
* Assumes initial investment at net asset value at the beginning of the
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of the period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
2/28/14 Ended Ended Ended Ended Ended
(unaudited) 8/31/13 (a) 8/31/12 (a) 8/31/11 (a) 8/31/10 (a) 8/31/09 (a)
------------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 19.85 $ 18.18 $ 17.05 $ 16.57 $ 17.01 $ 19.79
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income $ 0.12 $ 0.41 $ 0.27 $ 0.21 $ 0.19 $ 0.12
Net realized and unrealized gain (loss) on investments 2.48 2.51 2.10 2.10 0.23 (2.76)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from investment
operations $ 2.60 $ 2.92 $ 2.37 $ 2.31 $ 0.42 $ (2.64)
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.14) $ (0.40) $ (0.23) $ (0.21) $ (0.14) $ (0.14)
Net realized gain (2.71) (0.85) (1.01) (1.62) (0.72) --
------------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (2.85) $ (1.25) $ (1.24) $ (1.83) $ (0.86) $ (0.14)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.25) $ 1.67 $ 1.13 $ 0.48 $ (0.44) $ (2.78)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.60 $ 19.85 $ 18.18 $ 17.05 $ 16.57 $ 17.01
====================================================================================================================================
Total return* 13.36% 16.63% 15.20% 14.11% 2.26% (13.22)%
Ratio of net expenses to average net assets 0.81%** 0.85% 0.90% 0.90% 0.90% 0.90%
Ratio of net investment income to average net assets 1.16%** 1.29% 1.59% 1.30% 1.14% 1.41%
Portfolio turnover rate 86%** 70% 94% 91% 112% 114%
Net assets, end of period (in thousands) $307,408 $347,635 $41,613 $45,691 $29,306 $23,037
Ratios with no waiver of fees and assumption of expenses
by the Adviser:
Total expenses 0.81%** 0.97% 1.03% 1.02% 1.22% 1.88%
Net investment income (loss) 1.16%** 1.16% 1.46% 1.19% 0.82% 0.43%
====================================================================================================================================
(a) The Fund acquired the assets and liabilities of Pioneer Disciplined Value
Fund (the "predecessor fund") on June 7, 2013 (the "reorganization"). As a
result of the reorganization, the predecessor fund's performance and
financial history became the performance and financial history of the Fund.
Historical per-share amounts prior to June 7, 2013 have been adjusted to
reflect the conversion ratio used to align the net asset values of the
Predecessor Fund with those of the Fund. See Notes to Financial Statements
-- Note 1.
* 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 and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 31
Financial Highlights (continued)
--------------------------------------------------------------------------------------------------------
Six Months
Ended
2/28/14 6/7/13 (a)
(unaudited) to 8/31/13
--------------------------------------------------------------------------------------------------------
Class Z
Net asset value, beginning of period $ 19.69 $ 20.01
--------------------------------------------------------------------------------------------------------
Increase from investment operations:
Net investment income $ 0.15 $ 0.07
Net realized and unrealized gain on investments 2.42 (0.39)
--------------------------------------------------------------------------------------------------------
Net increase in net assets from investment operations $ 2.57 $ (0.32)
--------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.12) $ --
Net realized gain (2.71) --
--------------------------------------------------------------------------------------------------------
Total distributions $ (2.83) $ --
--------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.26) $ (0.32)
--------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.43 $ 19.69
========================================================================================================
Total return* 13.30% (1.60)%
Ratio of net expenses to average net assets 0.90%** 0.90%**
Ratio of net investment income to average net assets 1.14%** 1.05%**
Portfolio turnover rate 86%** 70%**
Net assets, end of period (in thousands) $ 3,192 $ 5,911
Ratios with no waiver of fees and assumption
of expenses by the Adviser:
Total expenses 1.44%** 1.39%**
Net investment income 0.60%** 0.56%**
========================================================================================================
(a) Financial reporting for Class Z shares commenced on June 7, 2013. See Notes
to Financial Statements -- Note 1.
* Assumes initial investment at net asset value at the beginning of the
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of the period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
The accompanying notes are an integral part of these financial statements.
32 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
Notes to Financial Statements | 2/28/14 (unaudited)
1. Organization and Significant Accounting Policies
Pioneer Disciplined 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 Fund acquired the assets and liabilities of Pioneer Disciplined Value Fund
(the "predecessor fund"), a series of Pioneer Series Trust V, on June 7, 2013.
The predecessor fund was the accounting survivor of the reorganization.
Accordingly, the predecessor fund's performance and financial history became the
performance and financial history of the Fund. The financial highlights and
shareholder activity, as reflected in the statement of changes in net assets,
have been adjusted to reflect the conversion rations used for the reorganization
of the Fund with the predecessor fund. Prior to the reorganization, the Fund was
named Pioneer Fundamental Value Fund. The Fund's investment objective is to seek
long-term capital growth.
The Fund offers six classes of shares designated as Class A, Class B, Class C,
Class R, Class Y and Class Z shares. The predecessor fund did not offer Class B,
Class R or Class Z shares. Accordingly, financial reporting for Class B, Class R
and Class Z shares commenced on June 7, 2013 and no financial information has
been presented for prior periods. 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 rates of 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 from net investment income earned 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. Each share class has
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 or 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
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 33
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gain or loss on investments during the reporting
period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Fund in 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 that have traded on an exchange
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 available, generally are valued at
the mean between the last bid and asked prices. Short-term fixed income
securities with remaining maturities of sixty days or less generally are
valued at amortized cost. Shares of money market mutual funds are valued at
such funds' net asset value.
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.
Securities for which independent pricing services are unable to supply
prices or for which market prices and/or quotations are not readily
available or are considered to be unreliable are valued by a fair valuation
team comprised of certain personnel of Pioneer Investment Management, Inc.
(PIM), the Fund's investment adviser, pursuant to procedures adopted by the
Fund's Board of Trustees. PIM's fair valuation team uses fair value methods
approved by the Valuation Committee of the Board of Trustees. PIM's fair
valuation team is responsible for monitoring developments that may impact
fair valued securities and for discussing and assessing fair values on an
ongoing basis, and at least quarterly, with the Valuation Committee of the
Board of Trustees.
At February 28, 2014, there were no securities that were valued using fair
value methods (other than securities that were valued using prices supplied
by independent pricing services).
34 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
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 provision for federal income taxes is required.
As of February 28, 2014, the Fund did not accrue any interest or penalties
related to uncertain tax positions, which, if applicable, would be recorded
as an income tax expense in the Statement of Operations. Tax returns filed
within the prior three fiscal years remain subject to examination by
Federal and State tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences.
The tax character of current year distributions payable will be determined
at the end of the current taxable year. The tax character of distributions
during the year ended August 31, 2013 were as follows:
--------------------------------------------------------------------------------
2013
--------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 933,319
Long-term capital gain 2,097,827
--------------------------------------------------------------------------------
Total $3,031,146
================================================================================
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 35
The following shows the components of distributable earnings on a federal
income tax-basis at August 31, 2013:
--------------------------------------------------------------------------------
2013
--------------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 2,095,497
Undistributed long-term capital gain 129,600,550
Capital loss carryforward (11,294,142)
Net unrealized appreciation 148,932,441
--------------------------------------------------------------------------------
Total $269,334,346
================================================================================
Due to a different tax survivor and different tax year ends, the tax
amounts include those related to Fund's tax year ended June 30, 2013 as
well as its short tax year ended August 31, 2013.
The difference between book-basis and tax-basis net unrealized appreciation
is attributable to the tax deferral of losses on wash sales and tax basis
adjustments on other holdings.
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 $17,292 in underwriting commissions on the sale of
Class A shares during the six months ended February 28, 2014.
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 its respective percentage of adjusted net assets at the beginning
of the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B, Class C and Class R shares of the Fund,
respectively (see Note 4). Class Y and Class Z shares do not pay
distribution fees. All expenses and fees paid to the transfer agent,
Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for its
services are allocated among the classes of shares 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 net
investment income dividends to Class A, Class B, Class C, Class R, Class Y
and Class Z shares can reflect different transfer agent and distribution
expense rates.
36 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
E. Risks
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Fund more
susceptible to any economic, political, or regulatory developments or other
risks affecting those industries and sectors. The Fund's prospectus
contains unaudited information regarding the Fund's principal risks. Please
refer to that document when considering the Fund's principal risks.
2. Management Agreement
Pioneer Investment Management, Inc. (PIM), a wholly owned indirect subsidiary of
UniCredit, manages the Fund's portfolio. Management fees are calculated daily at
the annual rate equal to 0.65% of the Fund's average daily net assets up to $1
billion, 0.60% of the next $2 billion of the Fund's average daily net assets,
0.55% of the next $4.5 billion of the Fund's average daily net assets and 0.525%
of the Fund's average daily net assets over $7.5 billion. Prior to June 7, 2013,
the Fund paid an annual fee equal to 0.70% of the Fund's average daily net
assets up to $1 billion, 0.65% of the next $1 billion of the Fund's average
daily net assets, 0.60% of the next $1 billion of the Fund's average daily net
assets, 0.55% of the next $4.5 billion of the Fund's average daily net assets,
and 0.525% of the Fund's average daily net assets over $7.5 billion. Prior to
June 7, 2013, the predecessor fund paid a management fee equal to 0.65% of the
predecessor fund's average daily net assets up to $1 billion, 0.60% of the next
$4 billion of the predecessor fund's average daily net assets and 0.55% of the
predecessor fund's average daily net assets over $5 billion. For the six months
ended February 28, 2014, the effective management fee (excluding waivers and/or
assumption of expenses) was equivalent to 0.64% of the Fund's average daily net
assets.
PIM has contractually agreed to limit ordinary operating expenses of the Fund to
the extent required to reduce Fund expenses to 1.20%, 2.10%, 2.10%, 1.40%, 0.85%
and 0.90% of the average daily net assets attributable to Class A, Class B,
Class C, Class R, Class Y and Class Z shares, respectively. Fees waived and
expenses reimbursed during the six months ended February 28, 2014 are reflected
on the Statement of Operations. These expense limitations are in effect through
January 1, 2015. There can be no assurance that PIM will extend the expense
limitation agreement for a class of shares beyond the date referred to above.
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 as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$54,364 in management fees, administrative costs and certain other
reimbursements payable to PIM at February 28, 2014.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 37
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 reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts. For
the six months ended February 28, 2014, such out-of-pocket expenses by class of
shares were as follows:
--------------------------------------------------------------------------------
Shareholder Communications
--------------------------------------------------------------------------------
Class A $ 628,592
Class B 29,934
Class C 185,453
Class R 43,187
Class Y 147,715
Class Z 13,141
--------------------------------------------------------------------------------
Total $1,048,022
================================================================================
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $492,599 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at February 28, 2014.
4. Distribution Plan
The Fund has 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 also 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 C shares.
Pursuant to the Plan, the Fund further pays PFD 0.50% of the average daily net
assets attributable to Class R shares for distribution services. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$36,979 in distribution fees payable to PFD at February 28, 2014.
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
38 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
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 12 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 12 months of purchase are subject to a CDSC
of 1.00%, based on the lower of cost or market value of shares being redeemed.
Shares purchased as part of an exchange remain subject to any CDSC that applied
to the original purchase of those shares. There is no CDSC for Class R, Class Y
or Class Z shares. Proceeds from the CDSCs are paid to PFD. For the six months
ended February 28, 2014, CDSCs in the amount of $10,118 were paid to PFD.
5. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a 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 the amount available under the facility or
the limits set for borrowing by the Fund's prospectus and the 1940 Act. The
credit facility in effect until February 12, 2014 was in the amount of $215
million. As of February 12, 2014, the facility is in the amount of $240 million.
Under such facility, depending on the type of loan, interest on borrowings is
payable at the London Interbank Offered Rate (LIBOR) plus 0.90% (0.85% as of
February 12, 2014) on an annualized basis, or the alternate base rate, which is
the greater of (a) the facility's administrative agent's daily announced prime
rate on the borrowing date, (b) 2% plus the federal funds rate on the borrowing
date and (c) 2% plus the overnight eurodollar rate on the borrowing date. The
Funds pay an annual commitment fee to participate in the credit facility. The
commitment fee is allocated among participating Funds based on an allocation
schedule set forth in the credit agreement. For the six months ended February
28, 2014, the Fund had no borrowings under the credit facility.
6. Reorganization Information
On June 7, 2013 ("Closing Date"), the Predecessor Fund was reorganized with the
Fund. The purpose of this transaction was to combine two funds (managed by PIM)
with similar investment objectives and strategies.
This tax-free reorganization was accomplished by exchanging the assets and
liabilities of the Predecessor Fund for shares of the Fund. Shareowners holding
Class A, C and Y shares of the Predecessor Fund received Class A, C and Y shares
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 39
of the Fund, respectively, in the reorganization. The Predecessor Fund did not
offer Class B, Class R or Class Z shares. Financial reporting for Class B, Class
R and Class Z shares commenced on June 7, 2013. The investment portfolio of the
Predecessor Fund, with an aggregate value of $50,070,555 and an identified cost
of $40,253,651 at June 7, 2013, was the principal asset acquired by the Fund.
For financial reporting purposes, assets received and shares issued by the Fund
were recorded at net asset value, however, the cost basis of the investments
received from the Predecessor Fund was carried forward to align ongoing
reporting of the Fund's realized and unrealized gains and losses with amounts
distributable to shareowners for tax reporting purposes.
The Fund was the legal survivor of the reorganization. The Predecessor Fund was
the accounting survivor of the reorganization. Accordingly, the Predecessor
Fund's performance and financial history became the performance and financial
history of the Fund. Prior to the reorganization, the Fund was named Pioneer
Fundamental Value Fund.
The following charts show the details of the reorganization as of the Closing
Date:
-------------------------------------------------------------------------------------------
Pioneer Fundamental Pioneer Disciplined Pioneer Disciplined
Value Fund Value Fund Value Fund
(Pre-Reorganization) (Pre-Reorganization) (Pre-Reorganization)
-------------------------------------------------------------------------------------------
Net Assets
Class A $ 764,864,326 $ 3,770,407 $ 768,634,733
Class B 34,055,436 -- 34,055,436
Class C 227,553,144 1,114,387 228,667,531
Class R 25,400,093 -- 25,400,093
Class Y 399,112,240 45,499,772 444,612,012
Class Z 7,193,120 -- 7,193,120
-------------------------------------------------------------------------------------------
Total Net Assets $ 1,458,178,359 $50,384,566 $ 1,508,562,925
-------------------------------------------------------------------------------------------
Shares Outstanding
Class A 37,992,998 187,303* 38,180,301
Class B 1,695,126 -- 1,695,126
Class C 11,375,131 55,719* 11,430,850
Class R 1,281,684 -- 1,281,684
Class Y 19,796,357 2,256,944* 22,053,301
Class Z 359,707 -- 359,707
40 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
-------------------------------------------------------------------------------------------
Pre-conversion Conversion Post-conversion
Shares Ratio* Shares
-------------------------------------------------------------------------------------------
Class A 390,457 0.4797 187,303
Class C 114,961 0.4847 55,719
Class Y 4,641,814 0.4862 2,256,944
* Shares amount have been adjusted to reflect conversion ratios utilized to
align the net asset values of the Predecessor Fund with those of the Fund.
-------------------------------------------------------------------------------------------
Shares
Exchange Issued In
Ratio Reorganization**
-------------------------------------------------------------------------------------------
Class A 1.0000 37,992,998
Class B 1.0000 1,695,126
Class C 1.0000 11,375,131
Class R 1.0000 1,281,684
Class Y 1.0000 19,796,357
Class Z 1.0000 359,707
** Reflects shares issued by the predecessor fund, the accounting survivor as
shown on the Statement of Changes.
-------------------------------------------------------------------------------------------
Unrealized Accumulated
Appreciation Gain (loss)
on Closing Date on Closing Date
-------------------------------------------------------------------------------------------
Fund $275,137,514 $6,693,976
Predecessor Fund 9,816,904 5,073
Assuming the Reorganization had been completed on September 1, 2012, the
beginning of the Fund's current fiscal period, the pro forma results of
operations for the fiscal year ended August 31, 2013, are as follows:
Net Investment income (loss) $ 36,192,855
Net realized and unrealized gains (losses) 693,749,029
-------------------------------------------------------------------------------------------
Change in net assets resulting from operations $729,941,884
===========================================================================================
Because the combined investment portfolios have been managed as a single
integrated portfolio since the reorganization was completed, it is not practical
to separate the amounts of revenue and earnings of the Fund that have been
included in the Statements of Operations since the Reorganization was
consummated.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 41
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Disciplined Value Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. In order for PIM to remain the investment
adviser of the Fund, the Trustees of the Fund must determine annually whether to
renew the investment advisory agreement for the Fund.
The contract review process began in March 2013 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the process.
In July 2013, the Trustees approved the format of the contract review materials
and submitted their formal request to PIM to furnish information necessary to
evaluate the terms of the investment advisory agreement. The contract review
materials were provided to the Trustees in July 2013 and September 2013. After
reviewing and discussing the materials, the Trustees submitted a request for
additional information to PIM, and materials were provided in response to this
request. Meetings of the Independent Trustees of the Fund were held in July,
September, and November, 2013 to review and discuss the contract review
materials. In addition, the Trustees took into account the information related
to the Fund provided to the Trustees at regularly scheduled meetings.
At a meeting held on November 12, 2013, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Fund,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. In all quintile rankings referred to throughout this
disclosure, first quintile is most favorable to the Fund's shareowners. Thus,
highest relative performance would be first quintile and lowest relative
expenses would also be first quintile. The Trustees did not identify any single
factor as the controlling factor in determining to approve the renewal of the
agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Fund and its research process. The Trustees considered the resources of PIM and
the personnel of PIM who provide investment management services to the Fund.
They also reviewed the amount of non-Fund assets managed by the portfolio
managers of the Fund. The Trustees considered the non-investment resources and
personnel of PIM involved in
42 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
PIM's services to the Fund, including PIM's compliance and legal resources and
personnel. The Trustees noted the substantial attention and high priority given
by PIM's senior management to the Pioneer fund complex.
The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including Fund
officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Fund were
satisfactory and consistent with the terms of the investment advisory agreement.
Performance of the Fund
The Trustees review the Fund's performance on a regular basis, based on analysis
and data prepared by PIM for this purpose and discuss performance issues with
PIM on an ongoing basis. For purposes of their contract renewal deliberations,
the Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
performance of its peer group of funds as classified by Morningstar, Inc.
(Morningstar), an independent provider of investment company data, and with the
performance of the Fund's benchmark index. The Trustees considered that the
Fund's annualized total return was in the fourth quintile of its Morningstar
category for the one, three and five year periods ended June 30, 2013. The
Trustees noted the discussions held throughout the year regarding the Fund's
performance and confirmed that those discussions were factored into the
Trustees' deliberations concerning the renewal of the advisory agreement. The
Trustees considered reasons for the underperformance of the Fund relative to its
peer group and the steps recently taken in an effort to improve the performance
of the Fund. The Trustees agreed that they would continue to closely monitor the
Fund's performance.
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund in
comparison to the management fees and expense ratios of its peer group of funds
as classified by Morningstar and also to the expense ratios of a peer group of
funds selected on the basis of criteria determined by the Independent Trustees
for this purpose using data provided by Strategic Insight Mutual Fund Research
and Consulting, LLC (Strategic Insight), an independent third party.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 43
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2013 was in the second quintile relative to the management fees
paid by other funds in its Morningstar peer group for the comparable period. The
Trustees also considered the breakpoints in the management fee schedule and the
reduced fee rates above certain asset levels.
The Trustees considered that the Fund's expense ratio for the twelve months
ended June 30, 2013 was in the fifth quintile relative to its Strategic Insight
peer group for the comparable period, and in the third quintile relative to its
Morningstar category for the comparable period. The Trustees noted that PIM was
waiving fees and/or reimbursing expenses in order to limit the ordinary
operating expenses of the Fund.
The Trustees reviewed management fees charged by PIM and PIM's affiliate,
Pioneer Institutional Asset Management, Inc. (together with PIM, "Pioneer") to
institutional and other clients, including publicly offered European funds
sponsored by affiliates of Pioneer, unaffiliated U.S. registered investment
companies (in a sub-advisory capacity), and unaffiliated foreign and domestic
separate accounts. The Trustees also considered PIM's costs in providing
services to the Fund and Pioneer's costs in providing services to the other
clients and considered the differences in management fees and profit margins for
Fund and non-Fund services. In evaluating the fees associated with Pioneer's
client accounts, the Trustees took into account the respective demands,
resources and complexity associated with the Fund and client accounts. The
Trustees noted that, in some instances, the fee rates for those clients were
lower than the management fee for the Fund and considered that, under the
investment advisory agreement with the Fund, PIM performs additional services
for the Fund that it does not provide to those other clients or services that
are broader in scope, including oversight of the Fund's other service providers
and activities related to compliance and the extensive regulatory and tax
regimes to which the Fund is subject. The Trustees also considered the different
entrepreneurial risks associated with PIM's management of the Fund and Pioneer's
management of the other client accounts. The Trustees concluded that the
management fee payable by the Fund to PIM was reasonable in relation to the
nature and quality of the services provided by PIM.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from
44 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
non-fund businesses. The Trustees considered PIM's profit margins with respect
to the Fund in comparison to the limited industry data available and noted that
the profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
concluded that PIM's profitability with respect to the management of the Fund
was not unreasonable.
Economies of Scale
The Trustees considered PIM's views relating to economies of scale in connection
with the Pioneer Funds as fund assets grow and the extent to which any such
economies of scale are shared with funds and fund shareholders. The Trustees
noted the breakpoints in the management fee schedule. The Trustees recognize
that economies of scale are difficult to identify and quantify, rarely
identifiable on a fund-by-fund basis, and that, among other factors that may be
relevant, are the following: fee levels, expense subsidization, investment by
PIM in research and analytical capabilities and PIM's commitment and resource
allocation to the Fund. The Trustees noted that profitability also may be an
indicator of the availability of any economies of scale, although profitability
may vary for other reasons particularly, for example during the recent difficult
periods for financial markets, as the level of services was maintained
notwithstanding a significant decline in PIM's fee revenues from the Fund.
Accordingly, the Trustees concluded that economies of scale, if any, were being
appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Fund. The Trustees considered the character and amount of fees paid by the Fund,
other than under the investment advisory agreement, for services provided by PIM
and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. The Trustees
considered the intangible benefits to PIM by virtue of its relationship with the
Fund and the other Pioneer funds. The Trustees concluded that the receipt of
these benefits was reasonable in the context of the overall relationship between
PIM and the Fund.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement between PIM and the Fund, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Fund.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 45
Trustees, Officers and Service Providers
Trustees Officers
Thomas J. Perna, Chairman Daniel K. Kingsbury, President*
David R. Bock Mark D. Goodwin, Executive
Benjamin M. Friedman Vice President
Margaret B.W. Graham Mark E. Bradley, Treasurer**
Daniel K. Kingsbury Christopher J. Kelley, Secretary
Marc O. Mayer
Marguerite A. Piret
Kenneth J. Taubes
Stephen K. West
Investment Adviser and Administrator
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at us.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
* Chief Executive Officer of the Fund.
** Chief Financial and Accounting Officer of the Fund.
46 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
This page for your notes.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 47
This page for your notes.
48 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
This page for your notes.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 49
This page for your notes.
50 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
This page for your notes.
Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14 51
This page for your notes.
52 Pioneer Disciplined Value Fund | Semiannual Report | 2/28/14
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
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: us.pioneerinvestments.com
This report must be preceded or 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
us.pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2014 Pioneer Investments 19126-08-0414
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 12(a)(1), 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 (see attachment);
(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.
Not applicable.
(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.
Not applicable.
(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.
Not applicable.
(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.
Not applicable.
(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.
Not applicable.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountants 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.
Not applicable.
(g) Disclose the aggregate non-audit fees billed by the registrants accountant
for services rendered to the registrant, and rendered to the registrants
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.
Not applicable.
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants 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 registrant's 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 of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
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 registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's 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 registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
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 registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
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 registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R 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 and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
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.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) 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.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
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/ Daniel K. Kingsbury
Daniel K. Kingsbury, President
Date April 29, 2014
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/ Daniel K. Kingsbury
Daniel K. Kingsbury, President
Date April 29, 2014
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date April 29, 2014
* Print the name and title of each signing officer under his or her signature.