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, 2016 through August 31, 2017
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
--------------------------------------------------------------------------------
Annual Report | August 31, 2017
--------------------------------------------------------------------------------
Ticker Symbols:
Class A CVFCX
Class C CVCFX
Class R CVRFX
Class Y CVFYX
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
visit us: www.amundipioneer.com
Table of Contents
President's Letter 2
Portfolio Management Discussion 4
Portfolio Summary 10
Prices and Distributions 11
Performance Update 12
Comparing Ongoing Fund Expenses 16
Schedule of Investments 18
Financial Statements 22
Notes to Financial Statements 30
Report of Independent Registered Public Accounting Firm 39
Additional Information 40
Approval of New and Interim Management Agreements 42
Trustees, Officers and Service Providers 51
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 1
President's Letter
We are very pleased to announce that on July 3, 2017, Amundi Asset Management, a
large European asset manager, officially acquired Pioneer Investments and
announced the completion of a merger which combined Pioneer Investment
Management USA, Inc., in Boston and Amundi Smith Breeden in Durham, N.C., to
form Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"). Amundi Smith
Breeden, founded as Smith Breeden Associates in 1982, is a highly regarded
relative-value credit investor managing an extensive range of fixed-income
strategies tailored to the needs of institutional investors.
Our new brand, Amundi Pioneer, now signifies:
o Ownership by Amundi Asset Management ("Amundi"). Amundi is Europe's largest
asset manager and among the world's top 10 asset managers, as measured by
assets under management (AUM), with approximately $1.3 trillion AUM(1).
o The significantly larger scale and resources of the combined firms.
o Amundi's desire to maintain the strong brand recognition of Pioneer in the
U.S., which dates back to 1928.
We would like to stress to shareowners that all of the Pioneer mutual funds have
retained their previous names. In addition, there have been no changes to the
portfolio managers or the funds' investment strategies as a result of the
merger. Amundi Pioneer's newly combined investment team works together as one
unit, discussing investment ideas, participating in research meetings, and
collaborating across the expanded organization.
We are looking forward to the opportunity to leverage the broad global resources
of Amundi. In bringing together Pioneer and Amundi Smith Breeden, we have
combined organizations that share similar investment philosophies and corporate
cultures, and that value teamwork across a collegial, collaborative environment.
We are very excited about our future, as we believe the greater scale and
expanded global reach of the combined firm, with some 5,000 employees worldwide,
provides several opportunities to better meet the needs of today's investors by
exploring new, innovative investment solutions and integrating the abundance of
thought leadership resources at Amundi, while also maintaining our commitment to
providing existing shareowners with outstanding service locally.
(1) Source: IPE "Top 400 asset managers" published in June 2017 and based on
AUM as of end December 2016.
2 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
As always, and particularly during times of market uncertainty, we encourage you
to work with your financial advisor to develop an overall investment plan that
addresses both your short- and long-term goals, and to implement such a plan in
a disciplined manner.
We greatly appreciate the trust you have placed in us and look forward to
continuing to serve you in the future as we move into a new and exciting era.
Sincerely,
/s/ Lisa M. Jones
Lisa M. Jones
Head of the Americas, President and CEO of U.S.
Amundi Pioneer Asset Management USA, Inc.
August 31, 2017
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. Past performance is no
guarantee of future results.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 3
Portfolio Management Discussion | 8/31/17
Important Note: On July 3, 2017, Amundi acquired Pioneer Investments, a group of
asset management companies located throughout the world. Amundi, one of the
world's largest asset managers, is headquartered in Paris, France. As a result
of the transaction, Pioneer Investment Management, Inc., the Fund's investment
adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer
Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned
subsidiary of UniCredit S.p.A.
In connection with the transaction, the names of the Fund's investment adviser
and principal underwriter changed. Effective July 3, 2017, the name of Pioneer
Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc. and
the name of Pioneer Funds Distributor, Inc. changed to Amundi Pioneer
Distributor, Inc.
This transaction does not impact your existing relationship with Pioneer
Investments, your advisor, or the methods you use to communicate with us, as the
investor contact telephone numbers and services you expect will remain the same.
We are excited, however, to be launching a new website representing the combined
company. Come visit us at: www.amundipioneer.com.
In the following interview, Craig D. Sterling discusses the market environment
for stocks and the performance of Pioneer Disciplined Value Fund during the
12-month period ended August 31, 2017. Mr. Sterling, a senior vice president, a
portfolio manager, and Head of Equity Research, U.S., at Amundi Pioneer Asset
Management, Inc. (Amundi Pioneer), is responsible for the day-to-day management
of the Fund, along with Ashesh (Ace) Savla, a vice president and Team Leader of
U.S. Equity Quantitative Research at Amundi Pioneer, and John Peckham, CFA, a
senior vice president and a portfolio manager at Amundi Pioneer.
Q How did the Fund perform during the 12-month period ended August 31, 2017?
A Pioneer Disciplined Value Fund's Class A shares returned 19.88% at net
asset value during the 12-month period ended August 31, 2017, while the
Fund's benchmark, the Russell 1000 Value Index (the Russell Index),
returned 11.58%. During the same period, the average return of the 449
mutual funds in Lipper's Large Cap Value Funds category was 13.19%, and the
average return of the 1,250 mutual funds in Morningstar's Large Value Funds
category was 12.48%.
4 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
Q What were the main reasons for the Fund's outperformance of the Russell
Index during the 12-month period ended August 31, 2017?
A Both stock selection and sector allocation results contributed to the
Fund's strong benchmark-relative performance during the period. Going back
one year to the start of the period, value stocks were doing well through
the U.S. election last November, and then performance accelerated before
beginning to unwind as the market realized President Trump's legislative
initiatives would take time to implement. As the unwinding occurred, the
Fund was underweight in the sectors and industries that came under the most
stress, thus benefiting benchmark-relative performance.
Energy was the best-performing sector for the Fund overall, as the
portfolio's underweight as well as good security selection in the sector
significantly aided benchmark-relative performance. The Fund was
underweight in energy early in the fiscal year due to high valuations,
which contributed to performance as energy stocks struggled for much of the
period. The second-best contributor to the Fund's benchmark-relative
performance with regard to sector allocation was a zero weight in the
underperforming real estate sector, which we avoided primarily due to
concerns about rising interest rates.
As for stock selection, the Fund's results in consumer discretionary,
energy, financials, health care, industrials, and information technology
all contributed positively to benchmark-relative outperformance, with
results in the industrials sector leading the way. Individual stocks held
in the portfolio that added the most to the Fund's benchmark-relative
returns during the period included Apple (information technology), PNC
Financial Services, JPMorgan Chase, and US Bancorp (financials), Raytheon
(industrials), and Taiwan Semiconductor (information technology).
Apple's stock was very cheap one year ago because the market had concerns
over the sustainability of the company's iPhone franchise. Those concerns
faded with time, and with the anticipation of the iPhone 8 and iPhone X.
JPMorgan, PNC, and US Bancorp were three of the better performers in
financials during the period. We saw very good value in banks for most of
the year, and so our decision to hold several bank positions in the
portfolio paid off. Raytheon, a defense contractor that manufactures
anti-missile systems, among other military hardware, has a good export
business to the Middle East, which provides the company with a steady
stream of paying customers. Taiwan Semiconductor (TS) benefited from the
overall positive environment for the semiconductor industry during the
period, but, unlike many semiconductor firms that merely design products,
TS is a foundry,
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 5
meaning the company actually manufactures semiconductors, another feature
about TS that we find attractive. Other positive contributors to the Fund's
benchmark-relative returns included a position in Centene (health care), a
large player in the Medicaid area that benefited from the failure of
political leaders in Washington to repeal/replace the Affordable Care Act;
and not having a portfolio position in General Electric, which struggled
during the 12-month period.
Q Which investment decisions detracted from the Fund's benchmark-relative
returns during the 12-month period ended August 31, 2017?
A Stock selection results in the materials sector detracted the most from the
Fund's benchmark-relative returns during the period, while selection
results in consumer staples and telecommunication services also detracted.
Individual holdings that hurt the Fund's benchmark-relative results
included Molson Coors Brewing (consumer staples), Verizon Communications
and CenturyLink (telecommunication services), and Sealed Air (materials).
The biggest detractor from relative returns, however, was not having a
portfolio position in Bank of America (financials), a benchmark component
which turned in strong performance over the 12 months. While the Fund did
have a large stake in banks, we regarded some of the other names mentioned
earlier as better values than Bank of America.
The performance of Molson Coors disappointed us during the period. We were
enthusiastic about the company after it purchased its joint-venture with
SABMiller, as a condition of SABMiller's acquisition by global beverage
company AmBev. We believed Molson Coors would be able to successfully
integrate/consolidate the SABMiller purchase, but management struggled with
its execution of the business plan, and so we exited the Fund's position.
Verizon struggled during the period due to heightened and, as we see it,
irrational competition in the telecom/wireless field, with each provider
trying to out-do the others with special offers to customers. CenturyLink
is in the process of acquiring Level 3 Communications, but delays in
closing the deal has hurt the company's stock price. We still like
CenturyLink, however, as we think the Level 3 acquisition could potentially
transform the company. Sealed Air, which produces specialized packaging
materials for a variety of industries, disappointed investors during the
period when it made a sloppy divestiture of an underperforming business
unit. Finally, the Fund's position in Nike (consumer discretionary) also
detracted from benchmark-relative returns. Nike continues to face
challenges from other companies like Adidas, and its distribution landscape
6 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
is changing due to the shift to online retailing. But, we think Nike is an
iconic brand that will sustain itself, as people still need to buy sneakers
and other athletic gear.
Q Did the Fund have any investments in derivative securities during the
12-month period ended August 31, 2017?
A We invested the portfolio in some futures contracts during the period, but
they had no material effect on the Fund's performance.
Q What is your investment outlook and how is it reflected in the Fund's
current positioning?
A We have a generally positive outlook on the equity market. While equities
have enjoyed a strong run and valuations are high in absolute terms, we
think they remain attractive compared with investment alternatives such as
fixed-income securities. For the past four quarters, aggregate U.S. market
revenue growth has reaccelerated for the first time since 2013, driving
economic profit growth with the scaling of invested capital. We think this
positive trend will continue, as we feel that equity valuations can remain
reasonable as the acceleration of corporate profit growth puts less
pressure on valuation multiples.
To be sure, political dysfunction in Washington is becoming more of an
issue, although it has not yet had a meaningful impact on the U.S. economy.
Looking ahead, we intend to keep a close eye in the final quarter of 2017
and into 2018 on tax reform efforts, inflation and wage growth, the value
of the U.S. dollar, and commodity prices.
High-growth, momentum-driven stocks led the market's surge during the
Fund's fiscal year. In fact, growth stocks outperformed value stocks
significantly over the past 12 months, as the Russell 1000 Growth Index
returned nearly 21% for the full 12 months, while the Russell 1000 Value
Index returned less than 12%. Consequently, early in the period the Fund
was invested in more growth-oriented value stocks, because that's where the
value was. Recently, however, we have been shifting to a more
value-oriented portfolio.
Based on our analysis, we have confidence in several market themes. We
currently favor some of the large-cap technology-based companies that
appear to have business models that may be able to withstand the massive
secular changes occurring in the sector, but that also have valuations
which do not reflect those abilities. Notably, this group includes
portfolio holdings such as Apple, Cisco Systems, and Taiwan Semiconductor.
In energy, we
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 7
believe that despite long-term risks to the entire industry, valuations in
the sector have become quite compelling over the past 12 months, and the
Fund now has an equal energy weight compared with the Russell Index, after
having very little exposure earlier in the year. Notable Fund holdings in
energy are EOG Resources, a secular winner through its shale expertise and
competitive advantage, and ExxonMobil, which has a historically cheap stock
price relative to the overall market. In consumer discretionary, we think
opportunities are present among the retailers and other brands that have
the business models to sustain profitability in a landscape increasingly
dominated by Amazon and other forms of e-commerce. Fund holdings in those
areas include Nike and Dollar General, and media/cable company Comcast,
which, despite the difficulties related to cable TV "cord-cutting" and
other negative factors, still has a strong broadband business, and people
still need broadband to connect to the internet. Financials are an
important component of the Russell Index benchmark, and we believe we have
found particular value among asset managers. We have taken down the Fund's
bank holdings after a good run, as we believe that current valuations don't
justify having such a large position. With that said, we continue to
believe in the ability of banks to sustain long-term and stable
profitability as the industry benefits from positive global economic
growth, a gradual rise in interest rates, and an improving regulatory
environment.
Conversely, we are generally avoiding the consumer staples and telecom
sectors. Historically defensive companies in those sectors are not what
they used to be, due to secular changes that are increasingly challenging
their business models. Consumer staples companies face threats from
e-commerce as well as from evolving food and beverage consumption
preferences among consumers. However, valuations in the sector do not yet
reflect the new reality, in our view. The competition among telecom
(wireless) companies, as we discussed earlier, has become increasingly
irrational, in our opinion, and we find the stock valuations in the sector,
and in the consumer staples sector, to be unsupportable given the long-term
outlook.
Finally, we have taken down the Fund's weighting in industrials (valuation
driven), while increasing its weighting in health care.
Our disciplined and structured investment process for the Fund focuses on
high-conviction holdings and superior portfolio surveillance based on: 1)
extensive analyst industry experience; 2) comprehensive, creative, and
independent research; and 3) a common corporate performance and valuation
framework grounded in business-model economics, which is demonstrated
through our proprietary economic value added (EVA) model.
8 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
Please refer to the Schedule of Investments on pages 18-21 for a full listing of
Fund securities.
All investments are subject to risk, including the possible loss of principal.
In the past several years, financial markets have experienced increased
volatility, depressed valuations, decreased liquidity and heightened
uncertainty. These conditions may continue, recur, worsen or spread.
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.
Before investing, consider the product's investment objectives, risks, charges
and expenses. Contact your advisor or Amundi Pioneer Asset Management, Inc., for
a prospectus or summary prospectus containing this information. Read it
carefully.
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. Past performance is no
guarantee of future results.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 9
Portfolio Summary | 8/31/17
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 92.1%
International Common Stocks 4.5%
Depositary Receipts for International Stocks 3.4%
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Financials 28.3%
Information Technology 15.0%
Consumer Discretionary 13.0%
Health Care 11.8%
Energy 10.0%
Industrials 6.8%
Consumer Staples 5.1%
Utilities 4.7%
Materials 3.9%
Telecommunication Services 1.4%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. JPMorgan Chase & Co. 5.84%
--------------------------------------------------------------------------------
2. Citigroup, Inc. 5.13
--------------------------------------------------------------------------------
3. Pfizer, Inc. 4.94
--------------------------------------------------------------------------------
4. Cisco Systems, Inc. 4.86
--------------------------------------------------------------------------------
5. American Electric Power Co., Inc. 4.78
--------------------------------------------------------------------------------
6. Exxon Mobil Corp. 4.77
--------------------------------------------------------------------------------
7. Marsh & McLennan Companies, Inc. 4.60
--------------------------------------------------------------------------------
8. Comcast Corp. 4.57
--------------------------------------------------------------------------------
9. EOG Resources, Inc. 4.25
--------------------------------------------------------------------------------
10. Delphi Automotive Plc 3.68
--------------------------------------------------------------------------------
* 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.
10 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
Prices and Distributions | 8/31/17
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 8/31/17 8/31/16
--------------------------------------------------------------------------------
A $16.84 $14.18
--------------------------------------------------------------------------------
C $16.52 $13.91
--------------------------------------------------------------------------------
R $16.33 $13.77
--------------------------------------------------------------------------------
Y $16.93 $14.27
--------------------------------------------------------------------------------
Distributions per Share: 9/1/16-8/31/17
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Short-Term Long-Term
Class Dividends Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $0.1441 $ -- $ --
--------------------------------------------------------------------------------
C $0.0275 $ -- $ --
--------------------------------------------------------------------------------
R $0.1182 $ -- $ --
--------------------------------------------------------------------------------
Y $0.2019 $ -- $ --
--------------------------------------------------------------------------------
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 12-15.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 11
Performance Update | 8/31/17 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 August 31, 2017)
--------------------------------------------------------------------------------
Net Public Russell
Asset Offering 1000
Value Price Value
Period (NAV) (POP) Index
--------------------------------------------------------------------------------
10 years 5.60% 4.98% 5.96%
5 years 11.52 10.21 13.25
1 year 19.88 12.95 11.58
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated December 31, 2016)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.18%
--------------------------------------------------------------------------------
[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
8/07 $ 9,425 $10,000
8/08 $ 8,169 $ 8,534
8/09 $ 7,079 $ 6,804
8/10 $ 7,219 $ 7,142
8/11 $ 8,208 $ 8,168
8/12 $ 9,424 $ 9,581
8/13 $10,956 $11,794
8/14 $13,319 $14,676
8/15 $12,633 $14,165
8/16 $13,561 $15,996
8/17 $16,256 $17,847
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end
performance results. Current performance may be lower or higher than the
performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
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.
Please refer to the financial highlights for a more current expense ratio.
12 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
Performance Update | 8/31/17 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 August 31, 2017)
--------------------------------------------------------------------------------
Russell
1000
If If Value
Period Held Redeemed Index
--------------------------------------------------------------------------------
Life of Class
(7/16/08) 7.28% 7.28% 9.01%
5 years 10.69 10.69 13.25
1 year 18.98 18.98 11.58
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated December 31, 2016)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.90%
--------------------------------------------------------------------------------
[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
7/08 $10,000 $10,000
8/08 $10,148 $10,170
8/09 $ 8,717 $ 8,109
8/10 $ 8,810 $ 8,511
8/11 $ 9,925 $ 9,734
8/12 $11,276 $11,418
8/13 $12,999 $14,056
8/14 $15,690 $17,490
8/15 $14,770 $16,881
8/16 $15,748 $19,062
8/17 $18,736 $21,269
Call 1-800-225-6292 or visit www.amundipioneer.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.
Please refer to the financial highlights for a more current expense ratio.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 13
Performance Update | 8/31/17 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 August 31, 2017)
--------------------------------------------------------------------------------
Russell
1000
Net Asset Value
Period Value (NAV) Index
--------------------------------------------------------------------------------
10 years 5.49% 5.96%
5 years 11.30 13.25
1 year 19.53 11.58
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated December 31, 2016)
--------------------------------------------------------------------------------
Gross Net
--------------------------------------------------------------------------------
1.58% 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
8/07 $10,000 $10,000
8/08 $ 8,666 $ 8,534
8/09 $ 7,510 $ 6,804
8/10 $ 7,659 $ 7,142
8/11 $ 8,708 $ 8,168
8/12 $ 9,997 $ 9,581
8/13 $11,614 $11,794
8/14 $14,082 $14,676
8/15 $13,332 $14,165
8/16 $14,283 $15,996
8/17 $17,072 $17,847
Call 1-800-225-6292 or visit www.amundipioneer.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, 2018, for Class R shares. There can be no assurance
that Amundi Pioneer will extend the expense limitation beyond such time.
Please see the prospectus and financial statements for more information. Please
refer to the financial highlights for a more current expense ratio.
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.
14 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
Performance Update | 8/31/17 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 August 31, 2017)
--------------------------------------------------------------------------------
Russell
1000
Net Asset Value
Period Value (NAV) Index
--------------------------------------------------------------------------------
10 years 5.91% 5.96%
5 years 11.89 13.25
1 year 20.20 11.58
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated December 31, 2016)
--------------------------------------------------------------------------------
Gross
0.84%
--------------------------------------------------------------------------------
[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
8/07 $5,000,000 $5,000,000
8/08 $4,342,195 $4,266,893
8/09 $3,768,062 $3,402,132
8/10 $3,853,213 $3,570,936
8/11 $4,396,899 $4,084,008
8/12 $5,065,204 $4,790,509
8/13 $5,906,288 $5,897,195
8/14 $7,204,031 $7,337,984
8/15 $6,854,329 $7,082,522
8/16 $7,388,947 $7,997,763
8/17 $8,881,363 $8,923,707
Call 1-800-225-6292 or visit www.amundipioneer.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 30, 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 30, 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 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.
Please refer to the financial highlights for a more current expense ratio.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 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 March 1, 2017, through August 31, 2017.
--------------------------------------------------------------------------------
Share Class A C R Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 3/1/17
--------------------------------------------------------------------------------
Ending Account $1,046.62 $1,042.95 $1,044.75 $1,048.32
Value (after expenses)
on 8/31/17
--------------------------------------------------------------------------------
Expenses Paid $ 5.93 $ 9.73 $ 7.22 $ 4.34
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 1.15%,
1.89%, 1.40% and 0.84% for Class A, Class C, Class R and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/365 (to reflect the one-half year period).
16 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
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 March 1, 2017, through August 31, 2017.
--------------------------------------------------------------------------------
Share Class A C R Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value on 3/1/17
--------------------------------------------------------------------------------
Ending Account $1,019.41 $1,015.68 $1,018.15 $1,020.97
Value (after expenses)
on 8/31/17
--------------------------------------------------------------------------------
Expenses Paid $ 5.85 $ 9.60 $ 7.12 $ 4.28
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 1.15%,
1.89%, 1.40% and 0.84% for Class A, Class C, Class R and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/365 (to reflect the one-half year period).
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 17
Schedule of Investments | 8/31/17
-----------------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------------
UNAFFILIATED ISSUERS -- 99.8%
COMMON STOCKS -- 99.8%
ENERGY -- 10.1%
Integrated Oil & Gas -- 4.8%
356,400 Exxon Mobil Corp. $ 27,204,012
-----------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 5.3%
240,442 Cabot Oil & Gas Corp. $ 6,143,293
285,070 EOG Resources, Inc. 24,228,099
-------------
$ 30,371,392
-------------
Total Energy $ 57,575,404
-----------------------------------------------------------------------------------------
MATERIALS -- 3.9%
Fertilizers & Agricultural Chemicals -- 1.8%
51,822 Agrium, Inc. $ 5,080,629
183,594 CF Industries Holdings, Inc. 5,322,390
-------------
$ 10,403,019
-----------------------------------------------------------------------------------------
Specialty Chemicals -- 1.1%
57,258 PPG Industries, Inc. $ 5,973,155
-----------------------------------------------------------------------------------------
Paper Packaging -- 1.0%
133,366 Sealed Air Corp. $ 5,918,783
-------------
Total Materials $ 22,294,957
-----------------------------------------------------------------------------------------
CAPITAL GOODS -- 5.8%
Aerospace & Defense -- 1.3%
40,926 Raytheon Co. $ 7,448,941
-----------------------------------------------------------------------------------------
Building Products -- 3.4%
531,561 Masco Corp. $ 19,545,498
-----------------------------------------------------------------------------------------
Industrial Conglomerates -- 1.1%
62,754 Carlisle Companies, Inc. $ 5,942,176
-------------
Total Capital Goods $ 32,936,615
-----------------------------------------------------------------------------------------
TRANSPORTATION -- 1.0%
Trucking -- 1.0%
60,030 JB Hunt Transport Services, Inc. $ 5,936,367
-------------
Total Transportation $ 5,936,367
-----------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 3.7%
Auto Parts & Equipment -- 3.7%
217,804 Delphi Automotive Plc $ 20,996,306
-------------
Total Automobiles & Components $ 20,996,306
-----------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 3.4%
Footwear -- 3.4%
364,669 NIKE, Inc. $ 19,258,170
-------------
Total Consumer Durables & Apparel $ 19,258,170
-----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
-----------------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------------
MEDIA -- 4.5%
Cable & Satellite -- 4.5%
641,194 Comcast Corp. $ 26,038,888
-------------
Total Media $ 26,038,888
-----------------------------------------------------------------------------------------
RETAILING -- 1.4%
General Merchandise Stores -- 1.4%
113,749 Dollar General Corp.* $ 8,253,627
-------------
Total Retailing $ 8,253,627
-----------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 1.6%
Drug Retail -- 1.6%
121,553 CVS Health Corp. $ 9,400,909
-------------
Total Food & Staples Retailing $ 9,400,909
-----------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 3.5%
Packaged Foods & Meats -- 3.5%
208,475 McCormick & Co., Inc. $ 19,832,227
-------------
Total Food, Beverage & Tobacco $ 19,832,227
-----------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 3.2%
Health Care Supplies -- 1.7%
39,345 The Cooper Companies, Inc. $ 9,868,906
-----------------------------------------------------------------------------------------
Managed Health Care -- 1.5%
94,844 Centene Corp.* $ 8,426,889
-------------
Total Health Care Equipment & Services $ 18,295,795
-----------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES -- 8.6%
Pharmaceuticals -- 8.6%
157,981 Johnson & Johnson $ 20,911,945
830,903 Pfizer, Inc. 28,184,230
-------------
$ 49,096,175
-------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 49,096,175
-----------------------------------------------------------------------------------------
BANKS -- 14.2%
Diversified Banks -- 12.7%
430,305 Citigroup, Inc. $ 29,273,649
366,463 JPMorgan Chase & Co. 33,307,823
198,472 US Bancorp 10,171,690
-------------
$ 72,753,162
-----------------------------------------------------------------------------------------
Regional Banks -- 1.5%
67,598 The PNC Financial Services Group, Inc. $ 8,477,465
-------------
Total Banks $ 81,230,627
-----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 19
Schedule of Investments | 8/31/17 (continued)
-----------------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 7.1%
Asset Management & Custody Banks -- 5.0%
35,411 Affiliated Managers Group, Inc.* $ 6,256,770
19,593 BlackRock, Inc. 8,209,663
427,626 Invesco, Ltd. 14,017,580
-------------
$ 28,484,013
-----------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 1.0%
149,377 The Charles Schwab Corp. $ 5,960,142
-----------------------------------------------------------------------------------------
Financial Exchanges & Data -- 1.1%
79,773 Nasdaq, Inc. $ 6,013,289
-------------
Total Diversified Financials $ 40,457,444
-----------------------------------------------------------------------------------------
INSURANCE -- 7.0%
Insurance Brokers -- 4.6%
336,139 Marsh & McLennan Companies, Inc. $ 26,245,733
-----------------------------------------------------------------------------------------
Multi-line Insurance -- 2.4%
255,363 The Hartford Financial Services Group, Inc. $ 13,807,477
-------------
Total Insurance $ 40,053,210
-----------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 3.7%
Internet Software & Services -- 3.2%
497,683 eBay, Inc.* $ 17,981,287
-----------------------------------------------------------------------------------------
IT Consulting & Other Services -- 0.5%
45,589 Amdocs, Ltd. $ 2,953,711
-------------
Total Software & Services $ 20,934,998
-----------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 6.8%
Communications Equipment -- 5.1%
33,249 Acacia Communications, Inc. $ 1,623,549
860,209 Cisco Systems, Inc. 27,707,332
-------------
$ 29,330,881
-----------------------------------------------------------------------------------------
Computer Storage & Peripherals -- 1.7%
58,850 Apple, Inc. $ 9,651,400
-------------
Total Technology Hardware & Equipment $ 38,982,281
-----------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 4.5%
Semiconductors -- 4.5%
210,349 Micron Technology, Inc.* $ 6,724,858
511,833 Taiwan Semiconductor Manufacturing Co., Ltd. (A.D.R.) 18,922,466
-------------
$ 25,647,324
-------------
Total Semiconductors & Semiconductor Equipment $ 25,647,324
-----------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 1.0%
Integrated Telecommunication Services -- 1.0%
288,831 CenturyLink, Inc. $ 5,695,747
-------------
Total Telecommunication Services $ 5,695,747
-----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
-----------------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------------
UTILITIES -- 4.8%
Electric Utilities -- 4.8%
370,437 American Electric Power Co., Inc. $ 27,275,276
-------------
Total Utilities $ 27,275,276
-----------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $521,671,071) $ 570,192,347
-----------------------------------------------------------------------------------------
TOTAL INVESTMENT IN UNAFFILIATED ISSUERS -- 99.8%
(Cost $521,671,071) $ 570,192,347
-----------------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 0.2% $ 1,028,245
-----------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $ 571,220,592
=========================================================================================
* Non-income producing security.
(A.D.R.) American Depositary Receipts.
Purchases and sales of securities (excluding temporary cash investments) for the
year ended August 31, 2017 aggregated to $657,608,248 and $739,990,097,
respectively.
The Fund is permitted to engage in purchase and sale transactions ("cross
trades") with certain Funds and accounts for which Amundi Pioneer Asset
Management, Inc., formerly Pioneer Investment Management, Inc. (the Adviser)
serves as investment adviser, as set forth in Rule 17a-7 under the Investment
Company Act of 1940, pursuant to procedures adopted by the Board of Trustees.
Under these procedures, cross trades are effected at current market prices.
During the year ended August 31, 2017, the Fund engaged in purchases and sales
pursuant to these procedures amounting to $13,761,699 and $-, respectively,
which resulted in a net realized loss of $-.
At August 31, 2017, the net unrealized appreciation on investments based on cost
for federal income tax purposes of $522,189,089 was as follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $ 58,252,707
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (10,249,449)
------------
Net unrealized appreciation $ 48,003,258
============
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.
The following is a summary of the inputs used as of August 31, 2017, in valuing
the Fund's investments:
--------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------
Common Stocks $570,192,347 $-- $-- $570,192,347
--------------------------------------------------------------------------------
Total $570,192,347 $-- $-- $570,192,347
================================================================================
During the year ended August 31, 2017, there were no transfers between Levels 1,
2 and 3.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 21
Statement of Assets and Liabilities | 8/31/17
ASSETS:
Investment in unaffiliated issuers, at value (cost $521,671,071) $570,192,347
Cash 741,712
Receivables --
Fund shares sold 139,453
Dividends 1,312,991
Due from the Adviser 3,935
Other assets 24,634
--------------------------------------------------------------------------------
Total assets $572,415,072
================================================================================
LIABILITIES:
Payables --
Fund shares repurchased $ 721,587
Trustee fees 4,027
Audit expense 31,029
Federal registration expense 74,161
Legal expense 5,050
Printing expense 8,665
Sub transfer expense 147,549
Due to broker 10
Due to affiliates 146,547
Accrued expenses 55,855
--------------------------------------------------------------------------------
Total liabilities $ 1,194,480
================================================================================
NET ASSETS:
Paid-in capital $454,482,809
Undistributed net investment income 4,566,006
Accumulated net realized gain on investments 63,650,501
Net unrealized appreciation on investments 48,521,276
--------------------------------------------------------------------------------
Net assets $571,220,592
================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $307,798,689/18,277,018 shares) $ 16.84
Class C (based on $103,021,653/6,235,781 shares) $ 16.52
Class R (based on $11,859,518/726,175 shares) $ 16.33
Class Y (based on $148,540,732/8,773,484 shares) $ 16.93
MAXIMUM OFFERING PRICE:
Class A ($16.84 (divided by) 94.25%) $ 17.87
================================================================================
The accompanying notes are an integral part of these financial statements.
22 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
Statement of Operations
For the Year Ended 8/31/17
INVESTMENT INCOME:
Dividends from unaffiliated issuers (net of foreign
taxes withheld $168,153) $ 13,662,968
Interest from unaffiliated issuers 9,339
------------------------------------------------------------------------------------------------
Total investment income $ 13,672,307
------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 3,742,063
Transfer agent fees
Class A 482,927
Class C 156,813
Class R 37,634
Class Y 131,265
Distribution fees
Class A 781,199
Class C 1,137,663
Class R 64,071
Shareholder communication expense 29,685
Administrative expense 227,521
Custodian fees 15,083
Registration fees 82,022
Professional fees 55,817
Printing expense 35,348
Fees and expenses of nonaffiliated Trustees 23,661
Miscellaneous 76,393
------------------------------------------------------------------------------------------------
Total expenses $ 7,079,165
------------------------------------------------------------------------------------------------
Less fees waived and expenses reimbursed by the Adviser $ (17,430)
------------------------------------------------------------------------------------------------
Net expenses $ 7,061,735
------------------------------------------------------------------------------------------------
Net investment income $ 6,610,572
------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments from unaffiliated issuers $ 97,651,746
Futures Contracts 306,577 $ 97,958,323
------------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation):
Investments from unaffiliated issuers $ (1,733,930)
------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments $ 96,224,393
------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $102,834,965
================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 23
Statements of Changes in Net Assets
--------------------------------------------------------------------------------------------------
Year Ended Year Ended
8/31/2017 8/31/2016*
--------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income (loss) $ 6,610,572 $ 6,337,545
Net realized gain (loss) on investments 97,958,323 (33,485,720)
Change in net unrealized appreciation (depreciation)
on investments (1,733,930) 68,340,306
--------------------------------------------------------------------------------------------------
Net increase in net assets resulting
from operations $ 102,834,965 $ 41,192,131
--------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.14 and $0.16 per share, respectively) $ (2,971,793) $ (4,257,910)
Class C ($0.03 and $0.03 per share, respectively) (214,774) (366,209)
Class R ($0.12 and $0.12 per share, respectively) (106,073) (131,500)
Class Y ($0.20 and $0.21 per share, respectively) (1,917,486) (2,057,484)
Net realized gain:
Class A ($0.00 and $3.20 per share, respectively) -- (72,282,061)
Class C ($0.00 and $3.20 per share, respectively) -- (30,002,408)
Class R ($0.00 and $3.20 per share, respectively) -- (2,968,392)
Class Y ($0.00 and $3.20 per share, respectively) -- (28,505,270)
--------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (5,210,126) $ (140,571,234)
--------------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 90,912,632 $ 57,710,289
Reinvestment of distributions 4,475,101 128,069,046
Cost of shares repurchased (180,503,353) (259,658,155)
--------------------------------------------------------------------------------------------------
Net decrease in net assets resulting
from Fund share transactions $ (85,115,620) $ (73,878,820)
--------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $ 12,509,219 $ (173,257,923)
NET ASSETS:
Beginning of year $ 558,711,373 $ 731,969,296
--------------------------------------------------------------------------------------------------
End of year $ 571,220,592 $ 558,711,373
--------------------------------------------------------------------------------------------------
Undistributed net investment income $ 4,566,006 $ 3,165,560
==================================================================================================
* The Fund was audited by another independent registered public accounting
firm other than Ernst & Young LLP.
The accompanying notes are an integral part of these financial statements.
24 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
----------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
8/31/2017 8/31/2017 8/31/2016 8/31/2016
Shares Amount Shares* Amount*
----------------------------------------------------------------------------------------------
Class A
Shares sold 1,597,138 $ 25,121,660 1,546,560 $ 21,509,487
Reinvestment of distributions 187,325 2,871,693 5,304,155 74,024,427
Less shares repurchased (5,812,129) (90,150,631) (8,481,067) (119,416,198)
----------------------------------------------------------------------------------------------
Net decrease (4,027,666) $ (62,157,278) (1,630,352) $ (23,882,284)
==============================================================================================
Class C
Shares sold 297,504 $ 4,569,434 884,705 $ 12,109,319
Reinvestment of distributions 11,490 173,608 1,704,514 23,277,577
Less shares repurchased (2,727,425) (41,843,373) (3,984,875) (54,736,200)
----------------------------------------------------------------------------------------------
Net decrease (2,418,431) $ (37,100,331) (1,395,656) $ (19,349,304)
==============================================================================================
Class R
Shares sold 96,673 $ 1,469,542 150,206 $ 2,051,634
Reinvestment of distributions 6,881 102,455 217,106 2,940,315
Less shares repurchased (313,337) (4,850,842) (398,794) (5,398,979)
----------------------------------------------------------------------------------------------
Net decrease (209,783) $ (3,278,845) (31,482) $ (407,030)
==============================================================================================
Class Y
Shares sold 3,848,063 $ 59,751,996 1,581,925 $ 22,039,849
Reinvestment of distributions 86,303 1,327,345 1,982,250 27,826,727
Less shares repurchased (2,803,249) (43,658,507) (5,696,951) (80,106,778)
----------------------------------------------------------------------------------------------
Net increase (decrease) 1,131,117 $ 17,420,834 (2,132,776) $ (30,240,202)
==============================================================================================
* The Fund was audited by another independent registered public accounting
firm other than Ernst & Young LLP.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 25
Financial Highlights
----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
8/31/2017 8/31/2016** 8/31/2015** 8/31/2014** 8/31/13(a)
----------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 14.18 $ 16.42 $ 21.00 $ 19.80 $ 18.10
----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.19(b) $ 0.16(b) $ 0.15 $ 0.16 $ 0.33
Net realized and unrealized gain (loss) on investments 2.61 0.96 (1.00) 3.85 2.56
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.80 $ 1.12 $ (0.85) $ 4.01 $ 2.89
----------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.14) $ (0.16) $ (0.11) $ (0.10) $ (0.32)
Net realized gain -- (3.20) (3.62) (2.71) (0.87)
----------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.14) $ (3.36) $ (3.73) $ (2.81) $ (1.19)
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.66 $ (2.24) $ (4.58) $ 1.20 $ 1.70
----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.84 $ 14.18 $ 16.42 $ 21.00 $ 19.80
============================================================================================================================
Total return* 19.88% 7.35% (5.16)% 21.57% 16.22%
Ratio of net expenses to average net assets 1.15% 1.18% 1.17% 1.19% 1.24%
Ratio of net investment income (loss) to average net assets 1.23% 1.11% 0.82% 0.74% 0.81%
Portfolio turnover rate 115% 129% 122% 66% 70%
Net assets, end of period (in thousands) $307,799 $316,382 $392,989 $564,898 $677,504
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 1.15% 1.18% 1.17% 1.19% 1.34%
Net investment income (loss) to average net assets 1.23% 1.11% 0.82% 0.74% 0.71%
============================================================================================================================
(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.
(b) The per-share data presented above is based on the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** The Fund was audited by another independent registered public accounting
firm other than Ernst & Young LLP.
The accompanying notes are an integral part of these financial statements.
26 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
---------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
8/31/2017 8/31/2016** 8/31/2015** 8/31/2014** 8/31/13(a)
---------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 13.91 $ 16.14 $ 20.73 $ 19.64 $ 17.91
---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.07(b) $ 0.05(b) $ 0.02 $ 0.01 $ 0.08
Net realized and unrealized gain (loss) on investments 2.57 0.95 (0.99) 3.82 2.62
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.64 $ 1.00 $ (0.97) $ 3.83 $ 2.70
---------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.03) $ (0.03) $ (0.00)(c) $ (0.03) $ (0.11)
Net realized gain -- (3.20) (3.62) (2.71) (0.86)
---------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.03) $ (3.23) $ (3.62) $ (2.74) $ (0.97)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.61 $ (2.23) $ (4.59) $ 1.09 $ 1.73
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.52 $ 13.91 $ 16.14 $ 20.73 $ 19.64
===========================================================================================================================
Total return* 18.98% 6.62% (5.86)% 20.70% 15.32%
Ratio of net expenses to average net assets 1.89% 1.90% 1.91% 1.88% 2.02%
Ratio of net investment income (loss) to average net assets 0.48% 0.38% 0.08% 0.04% 0.04%
Portfolio turnover rate 115% 129% 122% 66% 70%
Net assets, end of period (in thousands) $103,022 $120,404 $162,238 $211,148 $214,331
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 1.89% 1.90% 1.91% 1.88% 2.02%
Net investment income (loss) to average net assets 0.48% 0.38% 0.08% 0.04% 0.04%
===========================================================================================================================
(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.
(b) The per-share data presented above is based on the average shares
outstanding for the period presented.
(c) Amount rounds to less than $0.01 or $(0.01) per share.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** The Fund was audited by another independent registered accounting firm
other than Ernst & Young LLP.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 27
Financial Highlights (continued)
----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year
Ended Ended Ended Ended 6/7/13 (a)
8/31/2017 8/31/2016*** 8/31/2015*** 8/31/2014*** to 8/31/2013
----------------------------------------------------------------------------------------------------------------------------
Class R
Net asset value, beginning of period $ 13.77 $ 16.03 $ 20.60 $ 19.49 $ 19.83
----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.15(b) $ 0.12(b) $ 0.10 $ 0.11 $ 0.03
Net realized and unrealized gain (loss) on investments 2.53 0.94 (0.96) 3.78 (0.37)
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.68 $ 1.06 $ (0.86) $ 3.89 $ (0.34)
----------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.12) $ (0.12) $ (0.09) $ (0.07) $ --
Net realized gain -- (3.20) (3.62) (2.71) --
----------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.12) $ (3.32) $ (3.71) $ (2.78) $ --
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.56 $ (2.26) $ (4.57) $ 1.11 $ (0.34)
----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.33 $ 13.77 $ 16.03 $ 20.60 $ 19.49
============================================================================================================================
Total return* 19.53% 7.13% (5.32)% 21.25% (1.72)%
Ratio of net expenses to average net assets 1.40% 1.40% 1.40% 1.40% 1.40%**
Ratio of net investment income (loss) to average net assets 0.97% 0.89% 0.59% 0.52% 0.57%**
Portfolio turnover rate 115% 129% 122% 66% 70%**
Net assets, end of period (in thousands) $11,860 $12,888 $15,505 $21,012 $23,718
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 1.54% 1.58% 1.53% 1.58% 1.51%**
Net investment income (loss) to average net assets 0.84% 0.71% 0.46% 0.34% 0.46%**
============================================================================================================================
(a) Financial reporting for Class R shares commenced on June 7, 2013.
(b) The per-share data presented above is based on the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** The Fund was audited by another independent registered public accounting
firm other than Ernst & Young LLP.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
8/31/2017 8/31/2016** 8/31/2015** 8/31/2014** 8/31/13(a)
----------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 14.27 $ 16.49 $ 21.09 $ 19.85 $ 18.18
----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.24(b) $ 0.21(b) $ 0.24 $ 0.23 $ 0.41
Net realized and unrealized gain (loss) on investments 2.62 0.98 (1.03) 3.86 2.51
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.86 $ 1.19 $ (0.79) $ 4.09 $ 2.92
----------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.20) $ (0.21) $ (0.19) $ (0.14) $ (0.40)
Net realized gain -- (3.20) (3.62) (2.71) (0.85)
----------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.20) $ (3.41) $ (3.81) $ (2.85) $ (1.25)
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.66 $ (2.22) $ (4.60) $ 1.24 $ 1.67
----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.93 $ 14.27 $ 16.49 $ 21.09 $ 19.85
============================================================================================================================
Total return* 20.20% 7.80% (4.85)% 21.97% 16.63%
Ratio of net expenses to average net assets 0.84% 0.84% 0.85% 0.82% 0.85%
Ratio of net investment income (loss) to average net assets 1.54% 1.45% 1.12% 1.11% 1.29%
Portfolio turnover rate 115% 129% 122% 66% 70%
Net assets, end of period (in thousands) $148,541 $109,037 $161,238 $276,563 $347,635
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 0.84% 0.84% 0.85% 0.82% 0.97%
Net investment income (loss) to average net assets 1.54% 1.45% 1.12% 1.11% 1.16%
============================================================================================================================
(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.
(b) The per-share data presented above is based on the average shares
outstanding for the period presented.
* 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.
** The Fund was audited by another independent registered public accounting
firm other than Ernst & Young LLP.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 29
Notes to Financial Statements | 8/31/17
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's investment objective is to seek long-term capital growth.
The Fund offers four classes of shares designated as Class A, Class C, Class R
and Class Y shares. 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 of Trustees 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 shares.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world. Amundi, one of the world's
largest asset managers, is headquartered in Paris, France. As a result of the
transaction, Pioneer Investment Management, Inc., the Fund's investment adviser,
became an indirect wholly owned subsidiary of Amundi and Amundi's wholly owned
subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was
owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of
UniCredit S.p.A.
In connection with the transaction, the names of the Fund's investment adviser
and principal underwriter changed. Effective July 3, 2017, the name of Pioneer
Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc.
(the Adviser) and the name of Pioneer Funds Distributor, Inc. changed to Amundi
Pioneer Distributor, Inc. (the Distributor).
30 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
In October 2016, the Securities and Exchange Commission (SEC) released its Final
Rule on Investment Company Reporting Modernization. In addition to introducing
two new regulatory reporting forms (Form N-PORT and Form N-CEN), the Final Rule
amends Regulation S-X, which impacts financial statement presentation,
particularly related to the presentation of derivative investments. Financial
statements with a period end date on or after August 1, 2017 are required to be
in compliance with the amendments to Regulation S-X. The Fund's financial
statements were prepared in compliance with the amendments to Regulation S-X.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles (U.S. GAAP) that require the management
of the Fund to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of income,
expenses and gain or loss on investments during the reporting period. Actual
results could differ from those estimates.
The Fund is an investment company and follows investment company accounting and
reporting guidance under U.S. GAAP. The following is a summary of significant
accounting policies followed by the Fund in the preparation of its financial
statements:
A. Security Valuation
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.
Equity securities that have traded on an exchange are valued by using the
last sale price on the principal exchange where they are traded. Equity
securities that have not traded on the date of valuation, or securities for
which sale prices are not available, generally are valued using the mean
between the last bid and asked prices or, if both last bid and asked prices
are not available, at the last quoted bid price. Last sale and bid and
asked prices are provided by independent third party pricing services. In
the case of equity securities not traded on an exchange, prices are
typically determined by independent third party pricing services using a
variety of techniques and methods.
The value of foreign securities is translated into U.S. dollars based on
foreign currency exchange rate quotations supplied by a third party pricing
source. Trading in non-U.S. equity securities is substantially completed
each day at various times prior to the close of the NYSE. The values of
such securities
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 31
used in computing the net asset value of the Fund's shares are determined
as of such times. The Fund may use a fair value model developed by an
independent pricing service to value non-U.S. equity securities.
Cash may include overnight time deposits at approved financial
institutions.
Securities for which independent pricing services or broker dealers 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 the Adviser pursuant
to procedures adopted by the Portfolio's Board of Trustees. The Adviser's
fair valuation team uses fair value methods approved by the Valuation
Committee of the Board of Trustees. The Adviser'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.
Inputs used when applying fair value methods to value a security may
include credit ratings, the financial condition of the company, current
market conditions and comparable securities. The Fund may use fair value
methods if it is determined that a significant event has occurred after the
close of the exchange or market on which the security trades and prior to
the determination of the Fund's net asset value. Examples of a significant
event might include political or economic news, corporate restructurings,
natural disasters, terrorist activity or trading halts. Thus, the valuation
of the Fund's securities may differ significantly from exchange prices and
such differences could be material.
At August 31, 2017, no securities were valued using fair value methods
(other than securities valued using prices supplied by independent pricing
services).
B. Investment Income and Transactions
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.
Interest and dividend income payable by delivery of additional shares is
reclassified as PIK (payment-in-kind) income upon receipt and is included
in interest and dividend income, respectively.
Security transactions are recorded as of trade date. Gains and losses on
sales of investments are calculated on the identified cost method for both
financial reporting and federal income tax purposes.
32 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no provision for federal income taxes is required.
As of August 31, 2017, the Fund did not accrue any interest or penalties
with respect 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. GAAP. 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.
During the year ended August 31, 2017, a capital loss carryforward of
$33,203,193 was utilized to offset net realized gains by the Fund.
The tax character of distributions paid during the years ended August 31,
2017 and August 31, 2016 were as follows:
---------------------------------------------------------------------------
2017 2016
---------------------------------------------------------------------------
Distributions paid from:
Ordinary income $5,210,126 $ 8,687,943
Long-term capital gain -- 131,883,291
---------------------------------------------------------------------------
Total $5,210,126 $140,571,234
===========================================================================
The following shows the components of distributable earnings on a federal
income tax-basis at August 31, 2017:
---------------------------------------------------------------------------
2017
---------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 17,584,765
Undistributed long-term gain 51,149,760
Net unrealized appreciation 48,003,258
---------------------------------------------------------------------------
Total $116,737,783
===========================================================================
The difference between book-basis and tax-basis net unrealized appreciation
is attributable to the tax deferral of losses on wash sales.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 33
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date. The
Distributor earned $19,328 in underwriting commissions on the sale of
Class A shares during the year ended August 31, 2017.
E. 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 C and Class R shares of the Fund (see Note
4). Class Y shares do not pay distribution fees. All expenses and fees paid
to the transfer agent 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 C, Class R and Class Y shares
can reflect different transfer agent and distribution expense rates.
F. 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.
G. Futures Contracts
The Fund may enter into futures transactions in order to attempt to hedge
against changes in interest rates, securities prices and currency rates or
to seek to increase total return. Futures contracts are types of
derivatives. All futures contracts entered into by the Fund are traded on a
futures exchange. Upon entering into a futures contract, the Fund is
required to deposit with a broker an amount of cash or securities equal to
the minimum "initial margin" requirements of the associated futures
exchange. Subsequent payments for futures contracts (variation margin) are
paid or received by the Fund, depending on the daily fluctuation in the
value of the contracts, and are recorded by the Fund as unrealized
appreciation or depreciation. When the contract is closed, the Fund
realizes a gain or loss equal to the difference between the opening and
closing value of the contract as well as any
34 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
fluctuation in foreign currency exchange rates where applicable. The use of
futures contracts involves, to varying degrees, elements of market,
interest rate, currency exchange rate and counterparty risks, which may
exceed the amounts recognized by the Fund. Changes in value of the
contracts may not directly correlate to the changes in value of the
underlying securities. These risks may decrease the effectiveness of the
Fund's hedging strategies and potentially result in a loss. The average
value of contracts open during the year ended August 31, 2017, was
$338,277. There were no futures contracts open as of August 31, 2017.
2. Management Agreement
The Adviser 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. For the year ended
August 31, 2017, the effective management fee (excluding waivers and/or
assumption of expenses) was equivalent to 0.65% of the Fund's average daily net
assets.
The Adviser has contractually agreed to limit ordinary operating expenses of the
Fund to the extent required to reduce Fund expenses to 1.20%, 2.10%, 1.40% and
0.85% and of the average daily net assets attributable to Class A, Class C,
Class R and Class Y shares, respectively. Fees waived and expenses reimbursed
during the year ended August 31, 2017 are reflected on the Statement of
Operations. These expense limitations are in effect through January 1, 2019.
There can be no assurance that the Adviser 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
$94,352 in management fees, administrative costs and certain other
reimbursements payable to the Adviser at August 31, 2017.
3. Transfer Agent
Boston Financial Data Services, Inc. serves as the transfer agent to the Fund at
negotiated rates. Transfer agent fees and payables shown on the Statement of
Operations and the Statement of Assets and Liabilities, respectively, include
sub-transfer agent expenses incurred through the Fund's omnibus relationship
contracts.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 35
In addition, the Fund reimbursed the transfer agent for out-of-pocket expenses
incurred by the transfer agent related to shareholder communications activities
such as proxy and statement mailings and outgoing phone calls. For the year
ended August 31, 2017, such out-of-pocket expenses by class of shares were as
follows:
--------------------------------------------------------------------------------
Shareholder Communications
--------------------------------------------------------------------------------
Class A $18,030
Class C 10,025
Class R 386
Class Y 1,244
--------------------------------------------------------------------------------
Total $29,685
================================================================================
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 C and
Class R shares. Pursuant to the Plan, the Fund pays the Distributor 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 the Distributor 1.00% of the average daily net assets attributable to
Class C shares. The fee for 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 the Distributor 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 $52,195 in distribution fees payable to the Distributor at
August 31, 2017.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay securities dealers, plan
administrators or other service organizations that agree to provide certain
services to retirement plans or plan participants holding shares of the Fund a
service fee of up to 0.25% of the Fund's average daily net assets attributable
to Class R shares held by such plans.
In addition, redemptions of each class of shares (except Class R and Class Y
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. 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
36 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
purchase of those shares. There is no CDSC for Class R or Class Y shares.
Proceeds from the CDSCs are paid to the Distributor. For the year ended August
31, 2017, CDSCs in the amount of $3,916 were paid to the Distributor.
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 which the Fund participated until February 9, 2016 was in the
amount of $240 million. The credit facility in which the Fund participated until
February 7, 2017, was in the amount of $220 million. Effective February 8, 2017,
the Fund participates in a facility that is in the amount of $195 million. Under
such facility, depending on the type of loan, interest on borrowings is payable
at the London Interbank Offered Rate (LIBOR) plus 0.85% 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 or (c) 2% plus the overnight
Eurodollar rate on the borrowing date. The Funds pay an annual commitment fee to
participate in a credit facility. The commitment fee is allocated among
participating Funds based on an allocation schedule set forth in the credit
agreement. For the year ended August 31, 2017, the Fund had no borrowings under
the credit facility.
6. Additional Disclosures about Derivative Instruments and Hedging Activities
The Fund's use of derivatives may subject it to the following risks:
Interest rate risk relates to the fluctuations in the value of interest-bearing
securities due to changes in the prevailing levels of market interest rates.
Credit risk relates to the ability of the issuer of a financial instrument to
make further principal or interest payments on an obligation or commitment that
it has to the Fund.
Foreign exchange rate risk relates to fluctuations in the value of an asset or
liability due to changes in currency exchange rates.
Equity risk relates to the fluctuations in the value of financial instruments as
a result of changes in market prices (other than those arising from interest
rate risk or foreign exchange risk), whether caused by factors specific to an
individual investment, its issuer, or all factors affecting all instruments
traded in a market or market segment.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 37
Commodity risk relates to the risk that the value of a commodity or commodity
index will fluctuate based on increases or decreases in the commodities market
and factors specific to a particular industry or commodity.
The effect of derivative instruments (not considered to be hedging instruments
for accounting disclosure purposes) on the Statement of Operations by risk
exposure at August 31, 2017 was as follows:
--------------------------------------------------------------------------------------
Foreign
Statement of Interest Credit Exchange Equity Commodity
Operations Rate Risk Risk Rate Risk Risk Risk
--------------------------------------------------------------------------------------
Net realized gain
(loss) on
Futures contracts $ -- $ -- $ -- $ 306,577 $ --
--------------------------------------------------------------------------------------
Total Value $ -- $ -- $ -- $ 306,577 $ --
======================================================================================
7. Results of Shareholder Meeting
At a special meeting held on June 13, 2017, shareholders of the Fund were
asked to consider the proposals described below. A report of the total votes
cast by the Fund's shareholders follows:
---------------------------------------------------------------------------------------
For Against Abstain Broker Non-Votes
---------------------------------------------------------------------------------------
Proposal 1 - To approve 13,951,479.009 264,767.662 514,545.866 5,613,012.590
an New Management
Agreement with
the Adviser
--------------------------------------------------------------------------------
For Withhold
--------------------------------------------------------------------------------
Proposal 2 - To elect Trustees
--------------------------------------------------------------------------------
David R. Bock 19,752,260.090 591,545.037
--------------------------------------------------------------------------------
Benjamin M. Friedman 19,786,751.500 557,053.627
--------------------------------------------------------------------------------
Margaret B.W. Graham 19,802,050.123 541,755.004
--------------------------------------------------------------------------------
Lisa M. Jones 19,813,457.306 530,347.821
--------------------------------------------------------------------------------
Lorraine H. Monchak 19,811,191.538 532,613.589
--------------------------------------------------------------------------------
Thomas J. Perna 19,813,041.781 530,763.346
--------------------------------------------------------------------------------
Marguerite A. Piret 19,790,979.528 552,825.599
--------------------------------------------------------------------------------
Fred J. Ricciardi 19,802,866.682 540,938.445
--------------------------------------------------------------------------------
Kenneth J. Taubes 19,824,847.475 518,957.652
--------------------------------------------------------------------------------
38 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Pioneer Series Trust III and the
Shareholders of Pioneer Disciplined Value Fund:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
Disciplined Value Fund (the "Fund"), one of the funds constituting Pioneer
Series Trust III (the "Trust"), including the schedule of investments, as of
August 31, 2017, and the related statements of operations, changes in net assets
and the financial highlights for the year then ended and the financial
highlights for the year ended August 31, 2013. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The statement of changes in net assets
for the year ended August 31, 2016 and the financial highlights in the periods
ended August 31, 2014, August 31, 2015 and August 31, 2016 were audited by
another independent registered public accounting firm whose report, dated
October 24, 2016, expressed an unqualified opinion on the statement of changes
in net assets and those financial highlights.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Fund's internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of August 31, 2017, by correspondence with the custodian,
brokers and others or by other appropriate auditing procedures where replies
from brokers and others were not received. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Disciplined Value Fund at August 31, 2017, the results of its
operations, the changes in its net assets and the financial highlights for the
year then ended and the financial highlights for the year ended August 31, 2013
in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
October 27, 2017
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 39
ADDITIONAL INFORMATION (unaudited)
For the year ended August 31, 2017, certain dividends paid by the Fund may be
subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax
Relief Reconciliation Act (the Act) of 2003. The Fund intends to designate up to
the maximum amount of such dividends allowable under the Act, as taxed at a
maximum rate of 15%. Complete information will be computed and reported in
conjunction with your 2017 form 1099-DIV.
The qualifying percentage of the Fund's ordinary income dividends for the
purpose of the corporate dividends received deduction was 100%.
Change in Independent Registered Public Accounting Firm
Prior to July 3, 2017 Pioneer Investment Management, Inc. (the "Adviser"), the
Fund's investment adviser, was an indirect, wholly owned subsidiary of UniCredit
S.p.A. ("UniCredit"). On that date, UniCredit completed the sale of its Pioneer
Investments business, which includes the Adviser, to Amundi (the "Transaction").
As a result of the Transaction, the Adviser became an indirect, wholly-owned
subsidiary of Amundi. Amundi is controlled by Credit Agricole S.A. Amundi is
headquartered in Paris, France, and, as of September 30, 2016, had more than
$1.1 trillion in assets under management worldwide.
Deloitte & Touche LLP ("D&T"), the Fund's previous independent registered public
accounting firm, informed the Audit Committee and the Board that it would no
longer be independent with respect to the Fund upon the completion of the
Transaction as a result of certain services being provided to Amundi and Credit
Agricole, and, accordingly, that it intended to resign as the Fund's independent
registered public accounting firm upon the completion of the Transaction. D&T's
resignation was effective on July 3, 2017, when the Transaction was completed.
During the periods as to which D&T has served as the Fund's independent
registered public accounting firm, including the Fund's two most recent fiscal
years preceding the fiscal year ended August 31, 2017, D&T's reports on the
Fund's financial statements have not contained an adverse opinion or disclaimer
of opinion and have not been qualified or modified as to uncertainty, audit
scope or accounting principles. Further, there have been no disagreements with
D&T on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of D&T, would have caused D&T to make reference to the subject
matter of the disagreement in connection with its report on the financial
statements. In addition, there have been no reportable events of the kind
described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange
Act of 1934.
40 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
Effective immediately following the completion of the Transaction on July 3,
2017, the Board, acting upon the recommendation of the Audit Committee, engaged
a new independent registered public accounting firm, Ernst & Young LLP ("EY"),
for the Fund's fiscal year ended August 31, 2017.
Prior to its engagement, EY had advised the Fund's Audit Committee that EY had
identified the following matters, in each case relating to services rendered by
other member firms of Ernst & Young Global Limited, all of which are located
outside the United States, to UniCredit and certain of its subsidiaries during
the period commencing July 1, 2016, that it determined to be inconsistent with
the auditor independence rules set forth by the Securities and Exchange
Commission ("SEC"): (a) project management support services to UniCredit in the
Czech Republic, Germany, Italy, Serbia and Slovenia in relation to twenty-two
projects, that were determined to be inconsistent with Rule 2-01(c)(4)(vi) of
Regulation S-X (management functions); (b) two engagements for UniCredit in
Italy where fees were contingent/success based and that were determined to be
inconsistent with Rule 2-01(c)(5) of Regulation S-X (contingent fees); (c) four
engagements where legal and expert services were provided to UniCredit in the
Czech Republic and Germany, and twenty engagements where the legal advisory
services were provided to UniCredit in Austria, Czech Republic, Italy and
Poland, that were determined to be inconsistent with Rule 2-01(c)(4)(ix) and (x)
of Regulation S-X (legal and expert services); and (d) two engagements for
UniCredit in Italy involving assistance in the sale of certain assets, that were
determined to be inconsistent with Rule 2-01(c)(4)(viii) of Regulation S-X
(broker-dealer, investment advisor or investment banking services). None of the
foregoing services involved the Fund, any of the other funds in the Pioneer
Family of Funds or any other Pioneer entity sold by UniCredit in the
Transaction.
EY advised the Audit Committee that it had considered the matters described
above and had concluded that such matters would not impair EY's ability to
exercise objective and impartial judgment in connection with the audits of the
financial statements of the Fund under the SEC and Public Company Accounting
Oversight Board independence rules, and that a reasonable investor with
knowledge of all relevant facts and circumstances would reach the same
conclusion. Management and the Audit Committee considered these matters and
discussed the matters with EY and, based upon EY's description of the matters
and statements made by EY, Management and the Audit Committee believe that EY
will be capable of exercising objective and impartial judgment in connection
with the audits of the financial statements of the Fund, and Management further
believes that a reasonable investor with knowledge of all relevant facts and
circumstances would reach the same conclusion.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 41
Approval of New and Interim Management Agreements
Amundi Pioneer Asset Management, Inc. (Amundi Pioneer), formerly Pioneer
Investment Management, Inc., serves as the investment adviser to Pioneer
Disciplined Value Fund (the Fund) pursuant to an investment management agreement
between Amundi Pioneer and the Fund.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world (the "Transaction"). As a
result of the Transaction, Amundi Pioneer became an indirect wholly-owned
subsidiary of Amundi and Amundi's wholly-owned subsidiary, Amundi USA, Inc.
Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset
Management S.p.A. ("PGAM"), a wholly-owned subsidiary of UniCredit S.p.A.
("UniCredit").
Under the Investment Company Act of 1940, the Fund's current investment
management agreement (the "Current Management Agreement") terminated
automatically upon the consummation of the Transaction. In order for Amundi
Pioneer to continue to manage the Fund after the consummation of the
Transaction, the Trustees and shareholders of the Fund were required to approve
a new investment management agreement for the Fund (the "New Management
Agreement"). As discussed below, the Board of Trustees of the Fund approved the
New Management Agreement at a meeting held on March 6-7, 2017. The New
Management Agreement was approved by the shareholders of the Fund at a meeting
held on June 13, 2017. The Board of Trustees of the Fund also approved an
interim investment management agreement between Amundi Pioneer and the Fund (the
"Interim Management Agreement") at the March 6-7, 2017 meeting. The Interim
Management Agreement would have taken effect upon the closing of the Transaction
in the event that the shareholders of the Fund did not approve the New
Management Agreement.
Board Evaluation of the New and Interim Management Agreements
The Board evaluated the Transaction and the New Management Agreement and Interim
Management Agreement for the Fund. In connection with their evaluation of the
Transaction and the New Management Agreement for the Fund, the Trustees
requested such information as they deemed reasonably necessary, including: (a)
the structure of the Transaction and the strategy underlying the Transaction;
(b) the anticipated benefits of the Transaction to the Fund and its
shareholders; (c) the post-Transaction plans for Amundi Pioneer, including
Amundi's plans for integration of Pioneer Investments and Amundi Pioneer with
its existing asset management businesses and plans for the future development of
Amundi Pioneer; (d) the effect of the Transaction
42 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
on the ongoing services provided to the Fund, including the need to select a new
independent registered public accounting firm for the Fund, and any plans to
modify the operations of the Fund; (e) the stability and continuity of Amundi
Pioneer's management and key employees, including compensation and benefits to
Amundi Pioneer's key employees, and retention plans and incentive plan
structure; (f) the post-Transaction indebtedness and financial resources of
Amundi Pioneer; (g) Amundi's legal and operational structure, its principal
shareholders and senior management, its investment management, risk management,
administrative, legal and compliance functions; (h) certain regulatory matters
relating to Amundi's affiliates; and (i) Amundi's commitment to the United
States, including the role of Amundi Pioneer in the larger Amundi business.
The Trustees also requested and obtained the following information in connection
with their evaluation of the Transaction and the New Management Agreement for
the Fund: (i) memoranda provided by Fund counsel that summarized the legal
standards and other considerations that are relevant to the Trustees in their
deliberations regarding the New Management Agreement; (ii) the qualifications of
the investment management teams for the Fund, as well as the level of investment
by the Fund's portfolio managers in the Fund; (iii) the Fund's management fees
and total expense ratios, the financial statements of Amundi Pioneer and its
pre- and post-Transaction parent companies, profitability analyses from Amundi
Pioneer, and analyses from Amundi Pioneer as to possible economies of scale;
(iv) the profitability of the institutional business of Amundi Pioneer and
Amundi Pioneer's affiliate, Amundi Pioneer Institutional Asset Management, Inc.
("Amundi Pioneer Institutional") as compared to that of Amundi Pioneer's fund
management business; and (v) the differences between the fees and expenses of
the Fund and the fees and expenses of Amundi Pioneer's and Amundi Pioneer
Institutional's institutional accounts, as well as the different services
provided by Adviser to the Fund and by Amundi Pioneer and Amundi Pioneer
Institutional to the institutional accounts. In addition, the Trustees
considered the information provided at regularly scheduled meetings throughout
the year regarding the Fund's performance and risk attributes, including through
meetings with investment management personnel, and took into account other
information related to the Fund provided to the Trustees at regularly scheduled
meetings. The Trustees also considered information they had received in their
review of the continuance of the Current Management Agreement for the Fund in
September 2016.
At meetings held on January 9, 2017 and January 10, 2017, the Trustees met with
representatives of Amundi and PGAM, including separate meetings of the Trustees
who are not "interested persons" of the Fund Complex
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 43
("Independent Trustees") and counsel with representatives of Amundi and PGAM,
and subsequently with representatives of Amundi. In those meetings, they
received an extensive presentation from the representatives of Amundi, including
the chief executive officer of Amundi, describing Amundi's background and
history, its global asset management activities, the growth of its business, and
its status as the largest asset management firm in Europe and one of the largest
globally; its capital structure and financial resources, including information
as to the financing of the Transaction; its principal investors, including its
majority investor Credit Agricole S.A., and Credit Agricole's long-term
commitment to the asset management business; the philosophy and strategy
underlying the Transaction and the complementarity of Amundi's and Pioneer
Investments' respective asset management businesses; Amundi's various operating
and investment committees and how they would likely interact with Amundi
Pioneer; the proposed integration process, including the progress to date and
the establishment of various integration work streams; Amundi's plans for
management of Amundi Pioneer; Amundi's philosophy as to compensation of key
employees and its general intentions with respect to incentive plans for key
employees of Amundi Pioneer; Amundi's preliminary plans to achieve cost and
other synergies; and opportunities to further develop the business of Amundi
Pioneer and Amundi Pioneer Institutional, including in the area of institutional
asset management, and how that would benefit shareholders of the Pioneer Funds.
In those meetings, the representatives of Amundi confirmed their intention that
the Chief Executive Officer and Chief Investment Officer of Amundi Pioneer would
remain in their current positions, and confirmed that they do not currently
foresee major changes in the day-to-day investment management operations of
Amundi Pioneer with respect to the Fund as a direct result of the Transaction.
They discussed incentive arrangements for key personnel that would continue
after the closing of the Transaction and their plans to establish a new
long-term incentive plan following the closing. They also generally discussed
ways in which Amundi Pioneer could potentially draw on the expanded global
resources of Amundi post-Transaction. At those meetings, the Independent
Trustees identified certain areas to which they requested further information,
including as to trading and execution of securities transactions, research and
portfolio management and potential changes in investment process, particularly
where asset classes managed by Amundi Pioneer would overlap with asset classes
managed by Amundi, the continued availability of resources currently at Pioneer
Investments or elsewhere within Amundi to assist in management of certain Funds,
and any anticipated significant changes in operations. The Independent Trustees
considered the uncertainty as to whether the Fund's independent registered
public accounting
44 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
firm could continue to act in that capacity after the closing of the
Transaction. The Independent Trustees also met with counsel to review the
information they had received to date and to discuss next steps.
Subsequently, the Trustees received further information from Amundi, including
written responses to questions raised by the Independent Trustees, and received
from Amundi Pioneer the information requested of it. The Independent Trustees
reviewed the information provided with counsel at telephonic meetings held on
February 16, 2017 and February 27, 2017. The Trustees held a special in-person
Board meeting on March 6-7, 2017 for further consideration of the New Management
Agreements, the Interim Management Agreements and the Transaction. The Trustees
met again with senior executives of Amundi at the March 6-7, 2017 meeting.
At the March 6-7, 2017 meeting, based on their evaluation of the information
provided by Amundi Pioneer and Amundi, the Trustees including the Independent
Trustees voting separately, approved the New Management Agreement and the
Interim Management Agreement for the Fund. In considering the New Management
Agreement for the Fund, the Trustees considered various factors that they
determined were relevant, including the factors described below. The Trustees
did not identify any single factor as the controlling factor in their
determinations. The Trustees considered the same factors with respect to the
Interim Management Agreement for the Fund.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by Amundi Pioneer to the Fund and that are expected to be provided
by Amundi Pioneer to the Fund following the consummation of the Transaction. The
Trustees reviewed the terms of the New Management Agreement, and noted that such
terms are substantially similar to the terms of the Current Management
Agreement, except for different execution dates, effective dates and termination
dates. The Trustees reviewed Amundi Pioneer's investment approach for the Fund
and its research process. The Trustees considered the resources of Amundi
Pioneer and the personnel of Amundi Pioneer who provide investment management
services to the Fund. They also reviewed the amount of non-investment resources
and personnel of Amundi Pioneer that are involved in Amundi Pioneer's services
to the Fund, including Amundi Pioneer's compliance and legal resources and
personnel. The Trustees noted the substantial attention and high priority given
by Amundi Pioneer's senior management to the Pioneer Fund complex.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 45
The Trustees considered that Amundi Pioneer 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 and that Amundi Pioneer would continue to
provide those investment management and research services and resources to the
Fund following the consummation of the Transaction. The Trustees also considered
that, as administrator, Amundi Pioneer would continue to be responsible for the
administration of the Fund's business and other affairs. The Trustees considered
the fees to be paid to Amundi Pioneer for the provision of administration
services.
The Trustees considered that Deloitte & Touche LLP informed the Board that it
would no longer be independent with respect to the Fund upon the completion of
the Transaction and, accordingly, that it would be necessary for the Board to
engage a new independent registered public accounting firm for the Fund.
The Trustees considered that the Transaction was not expected to have a material
adverse impact on the nature, scope and overall quality of services provided to
the Fund and its shareholders, including investment management, risk management,
administrative, compliance, legal and other services, as a result of the
Transaction.
In that regard, the Trustees considered that Amundi is one of the largest asset
managers globally, and that Amundi Pioneer may have access to additional
research and portfolio management capabilities as a result of the Transaction
and that Amundi Pioneer, as part of Amundi, is expected to have an enhanced
global presence that may contribute to an increase in the overall scale and
resources of Amundi Pioneer. Furthermore, in considering whether the Transaction
would be expected to have a material adverse impact on the nature, scope and
overall quality of services provided to the Fund and its shareholders, the
Trustees considered the statements by representatives of Amundi that they expect
the Chief Executive Officer and Chief Investment Officer of Amundi Pioneer to
remain in their current positions and that they do not currently foresee major
changes in the day-to-day investment management operations of Amundi Pioneer as
a direct result of the Transaction, or the risk management, legal or compliance
services provided by Amundi Pioneer, with respect to the Fund. They further
considered the current incentive arrangements for key personnel of Amundi
Pioneer that would continue after the closing of the Transaction. They also
noted Amundi's stated intention to establish a new long-term incentive plan
following the closing.
46 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
The Trustees also took into account their experience in evaluating the proposed
combination of Pioneer Investments and Santander Asset Management, which was
announced in September, 2014 and abandoned in July, 2016. In light of, among
other things, this experience, the Trustees determined that they were not able
to identify any realistic alternatives to approving the New Management Agreement
that would provide the level of services to the Fund and its shareholders that
are expected to be provided by Amundi Pioneer after the closing of the
Transaction.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that Amundi Pioneer would continue to provide to the
Fund under the New Management Agreement would be satisfactory and consistent
with the terms of the New Management Agreement.
Performance of the Fund
In considering the Fund's performance, the Trustees regularly reviewed and
discussed throughout the year data prepared by Amundi Pioneer and information
comparing the Fund's performance with the performance of its peer group of
funds, as classified by each of Morningstar, Inc. (Morningstar) and Lipper, and
the performance of the Fund's benchmark index. They also discussed the Fund's
performance with Amundi Pioneer on a regular basis.
The Trustees discussed the Fund's performance with Amundi Pioneer on a more
frequent basis in light of the Fund's unfavorable performance compared to its
benchmark index and peers over certain periods. The Trustees noted Amundi
Pioneer's explanation for the Fund's relative performance and the steps taken by
Amundi Pioneer to address the Fund's performance, including enhancing the
investment process used for the Fund. It also was noted that Craig Sterling, a
Senior Vice President and Head of Equity Research, U.S., became a portfolio
manager of the Fund in May, 2015.
The Trustees' regular reviews and discussions, including the steps taken by
Amundi Pioneer to address the Fund's performance, were factored into the
Trustees' deliberations concerning the approval of the New Management Agreement.
Management Fee and Expenses
The Trustees noted that the stated management fees to be paid by the Fund are
identical under the Current Management Agreement and the New Management
Agreement. 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
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 47
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. In all quintile rankings referred to below, first
quintile is most favorable to the Fund's shareowners. To the extent applicable,
the Trustees also considered the impact of transfer agency, sub-transfer agency,
and other non-management fee expenses on the expense ratios of the Fund. The
Trustees noted that they separately review the Fund's transfer agency,
sub-transfer agency and intermediary arrangements and that the results of the
most recent such review were considered in the consideration of the Fund's
expense ratio.
The Trustees considered that the Fund's management fee as of September 30, 2016
was in the third quintile relative to the management fees paid by other funds in
its Morningstar category 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 expense ratio of the
Fund's Class A shares as of September 30, 2016 was in the fourth quintile
relative to its Morningstar category and in the fourth quintile relative to its
Strategic Insight peer group, in each case for the comparable period. The
Trustees noted that Amundi Pioneer had agreed to waive fees and/or reimburse
expenses in order to limit the ordinary operating expenses of the Fund. The
Trustees noted the impact of expenses relating to small accounts and omnibus
accounts on transfer and sub-transfer agency expenses generally.
The Trustees reviewed management fees charged by Amundi Pioneer and Amundi
Pioneer Institutional to institutional and other clients, including publicly
offered European funds sponsored by Amundi Pioneer's affiliates, unaffiliated
U.S. registered investment companies (in a sub-advisory capacity), and
unaffiliated foreign and domestic separate accounts. The Trustees also
considered Amundi Pioneer's costs in providing services to the Fund and Amundi
Pioneer's and Amundi Pioneer Institutional'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
Amundi Pioneer's and Amundi Pioneer Institutional's client accounts, the
Trustees took into account the respective demands, resources and complexity
associated with the Fund and other 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 both the Current Management
Agreement and the New Management Agreement, Amundi Pioneer would perform
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
48 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
is subject. The Trustees also considered the different risks associated with
Amundi Pioneer's management of the Fund and Amundi Pioneer's and Amundi Pioneer
Institutional's management of the other client accounts.
The Trustees concluded that the management fee payable by the Fund to Amundi
Pioneer was reasonable in relation to the nature and quality of the services to
be provided by Amundi Pioneer.
Profitability
The Trustees considered information provided by Amundi Pioneer regarding the
profitability of Amundi Pioneer with respect to the advisory services provided
by Amundi Pioneer to the Fund, including the methodology used by Amundi Pioneer
in allocating certain of its costs to the management of the Fund. The Trustees
also considered Amundi Pioneer's profit margin in connection with the overall
operation of the Fund. They further reviewed the financial results, including
the profit margins, realized by Amundi Pioneer and Amundi Pioneer Institutional
from non-fund businesses. The Trustees considered Amundi Pioneer'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 Amundi Pioneer's profitability
with respect to the management of the Fund was not unreasonable.
Economies of Scale
The Trustees considered Amundi Pioneer'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 the Fund and Fund shareholders. The
Trustees recognize that economies of scale are difficult to identify and
quantify, and that, among other factors that may be relevant, are the following:
fee levels, expense subsidization, investment by Amundi Pioneer in research and
analytical capabilities and Amundi Pioneer'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 including due to reductions in expenses. The Trustees concluded
that economies of scale, if any, were being appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits that Amundi Pioneer enjoys from its
relationship with the Fund. The Trustees considered the character and amount of
fees paid or to be paid by the Fund, other than under the Current
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 49
Management Agreement or the New Management Agreement, for services provided by
Amundi Pioneer and its affiliates. The Trustees further considered the revenues
and profitability of Amundi Pioneer's businesses other than the Fund business.
To the extent applicable, the Trustees also considered the benefits to the Fund
and to Amundi Pioneer and its affiliates from the use of "soft" commission
dollars generated by the Fund to pay for research and brokerage services.
The Trustees considered that following the completion of the Transaction, Amundi
Pioneer will be the principal U.S. asset management business of Amundi, and that
Amundi's worldwide asset management business will manage over $1.38 trillion in
assets (including the Pioneer Funds). This may create opportunities for Amundi
Pioneer, Amundi Pioneer Institutional and Amundi that derive from Amundi
Pioneer's relationships with the Fund, including Amundi's ability to market the
services of Amundi Pioneer globally. The Trustees noted that Amundi Pioneer may
have access to additional research capabilities as a result of the Transaction
and Amundi's enhanced global presence that may contribute to an increase of the
overall scale of Amundi Pioneer. The Trustees considered that Amundi Pioneer and
the Fund are expected to receive reciprocal intangible benefits from the
relationship, including mutual brand recognition and, for the Fund, direct and
indirect access to the resources of a large global asset manager. The Trustees
concluded that any such benefits received by Amundi Pioneer as a result of its
relationship with the Fund were reasonable.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including the Independent Trustees, concluded that the New Management
Agreement and the Interim Management Agreement for the Fund, including the fees
payable thereunder, were fair and reasonable and voted to approve the New
Management Agreement and the Interim Management Agreement, and to recommend that
shareholders approve the New Management Agreement.
50 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
Trustees, Officers and Service Providers
Investment Adviser
Amundi Pioneer Asset Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Amundi Pioneer Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Shareowner Services and Transfer Agent
Boston Financial Data Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at www.amundipioneer.com. This information is also available on the Securities
and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Fund's Trustees and officers are listed below, together with their principal
occupations and other directorships they have held during at least the past five
years. Trustees who are interested persons of the Fund within the meaning of the
1940 Act are referred to as Interested Trustees. Trustees who are not interested
persons of the Fund are referred to as Independent Trustees. Each of the
Trustees serves as a Trustee of each of the 46 U.S. registered investment
portfolios for which Amundi Pioneer serves as investment adviser (the "Pioneer
Funds"). The address for all Trustees and all officers of the Fund is 60 State
Street, Boston, Massachusetts 02109.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 51
Independent Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (66) Trustee since 2006. Private investor (2004 - 2008 and 2013 - Director, Broadridge Financial
Chairman of the Board Serves until a present); Chairman (2008 - 2013) and Chief Solutions, Inc. (investor
and Trustee successor trustee is Executive Officer (2008 - 2012), Quadriserv, communications and securities
elected or earlier Inc. (technology products for securities processing provider for financial
retirement or removal. lending industry); and Senior Executive Vice services industry) (2009 -
President, The Bank of New York (financial and present); Director, Quadriserv,
securities services) (1986 - 2004) Inc. (2005 - 2013); and
Commissioner, New Jersey State
Civil Service Commission (2011 -
2015)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (73) Trustee since 2005. Managing Partner, Federal City Capital Advisors Director of New York Mortgage
Trustee Serves until a (corporate advisory services company) (1997 - Trust (publicly-traded mortgage
successor trustee is 2004 and 2008 - present); Interim Chief REIT) (2004 - 2009, 2012 -
elected or earlier Executive Officer, Oxford Analytica, Inc. present); Director of The Swiss
retirement or removal. (privately held research and consulting Helvetia Fund, Inc. (closed-end
company) (2010); Executive Vice President and fund) (2010 - present); Director
Chief Financial Officer, I-trax, Inc. (publicly of Oxford Analytica, Inc. (2008 -
traded health care services company) (2004 - present); and Director of
2007); and Executive Vice President and Chief Enterprise Community Investment,
Financial Officer, Pedestal Inc. Inc. (privately-held affordable
(internet-based mortgage trading company) (2000 housing finance company) (1985 -
- 2002); Private Consultant (1995 - 1997); 2010)
Managing Director, Lehman Brothers (1992 -
1995); Executive, The World Bank (1979 - 1992)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (73) Trustee since 2008. William Joseph Maier Professor of Political Trustee, Mellon Institutional
Trustee Serves until a Economy, Harvard University (1972 - present) Funds Investment Trust and Mellon
successor trustee is Institutional Funds Master
elected or earlier Portfolio (oversaw 17 portfolios
retirement or removal. in fund complex) (1989 - 2008)
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (70) Trustee since 2004. Founding Director, Vice-President and Corporate None
Trustee Serves until a Secretary, The Winthrop Group, Inc. (consulting
successor trustee is firm) (1982 - present); Desautels Faculty of
elected or earlier Management, McGill University (1999 - present);
retirement or removal. and Manager of Research Operations and
Organizational Learning, Xerox PARC, Xerox's
advance research center (1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
52 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Lorraine H. Monchak (61) Trustee since 2017. Chief Investment Officer, 1199 SEIU Funds None
Trustee (Advisory Trustee from (healthcare workers union pension funds) (2001
2014 - 2017). Serves - present); Vice President - International
until a successor Investments Group, American International
trustee is elected or Group, Inc. (insurance company) (1993 - 2001);
earlier retirement or Vice President, Corporate Finance and Treasury
removal. Group, Citibank, N.A. (1980 - 1986 and 1990 -
1993); Vice President - Asset/Liability
Management Group, Federal Farm Funding
Corporation (government-sponsored issuer of
debt securities) (1988 - 1990); Mortgage
Strategies Group, Shearson Lehman Hutton, Inc.
(investment bank) (1987 - 1988); Mortgage
Strategies Group, Drexel Burnham Lambert, Ltd.
(investment bank) (1986 - 1987)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (69) Trustee since 2004. President and Chief Executive Officer, Newbury Director of New America High
Trustee Serves until a Piret Company (investment banking firm) (1981 - Income Fund, Inc. (closed-end
successor trustee is present) investment company) (2004 -
elected or earlier present); and Member, Board of
retirement or removal. Governors, Investment Company
Institute (2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------------
Fred J. Ricciardi (70) Trustee since 2014. Consultant (investment company services) (2012 None
Trustee Serves until a - present); Executive Vice President, BNY
successor trustee is Mellon (financial and investment company
elected or earlier services) (1969 - 2012); Director, BNY
retirement or removal. International Financing Corp. (financial
services) (2002 - 2012); Director, Mellon
Overseas Investment Corp. (financial services)
(2009 - 2012)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 53
Interested Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Lisa M. Jones (55)* Trustee since 2017. Chair, Director, CEO and President of Amundi None
Trustee, President and Serves until a Pioneer Asset Management USA, Inc. (since
Chief Executive Officer successor trustee is September 2014); Chair, Director and CEO of
elected or earlier Amundi Pioneer Asset Management, Inc. (since
retirement or removal September 2014); Chair, Director and CEO of
Amundi Pioneer Distributor, Inc. (since
September 2014); Chair, Director, CEO and
President of Amundi Pioneer Institutional Asset
Management, Inc. (since September 2014);
Managing Director, Morgan Stanley Investment
Management (2010 - 2013); Director of
Institutional Business, CEO of International,
Eaton Vance Management (2005 - 2010)
------------------------------------------------------------------------------------------------------------------------------------
Kenneth J. Taubes (59)* Trustee since 2014. Director and Executive Vice President (since None
Trustee Serves until a 2008) and Chief Investment Officer, U.S. (since
successor trustee is 2010) of Amundi Pioneer Asset Management USA,
elected or earlier Inc.; Executive Vice President and Chief
retirement or removal Investment Officer, U.S. of Amundi Pioneer
(since 2008); Executive Vice President of
Amundi Pioneer Institutional Asset Management,
Inc. (since 2009); Portfolio Manager of Amundi
Pioneer (since 1999)
------------------------------------------------------------------------------------------------------------------------------------
54 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
Fund Officers
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley Since 2004. Serves at Vice President and Associate General Counsel of None
(52) the discretion of the Amundi Pioneer since January 2008; Secretary
Secretary and Board and Chief Legal Officer of all of the Pioneer
Chief Legal Officer Funds since June 2010; Assistant Secretary of
all of the Pioneer Funds from September 2003 to
May 2010; Vice President and Senior Counsel of
Amundi Pioneer from July 2002 to December 2007
------------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (56) Since 2010. Serves at Fund Governance Director of Amundi Pioneer None
Assistant Secretary the discretion of the since December 2006 and Assistant Secretary of
Board all the Pioneer Funds since June 2010; Manager
- Fund Governance of Amundi Pioneer from
December 2003 to November 2006; and Senior
Paralegal of Amundi Pioneer from January 2000
to November 2003
------------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (54) Since 2010. Serves at Senior Counsel of Amundi Pioneer since May 2013 None
Assistant Secretary the discretion of the and Assistant Secretary of all the Pioneer
Board Funds since June 2010; Counsel of Amundi
Pioneer from June 2007 to May 2013
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (57) Since 2008. Serves at Vice President - Fund Treasury of Amundi None
Treasurer and the discretion of the Pioneer; Treasurer of all of the Pioneer Funds
Chief Financial and Board since March 2008; Deputy Treasurer of Amundi
Accounting Officer Pioneer from March 2004 to February 2008; and
Assistant Treasurer of all of the Pioneer Funds
from March 2004 to February 2008
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (52) Since 2004. Serves at Director - Fund Treasury of Amundi Pioneer; and None
Assistant Treasurer the discretion of the Assistant Treasurer of all of the Pioneer Funds
Board
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (59) Since 2004. Serves at Fund Accounting Manager - Fund Treasury of None
Assistant Treasurer the discretion of the Amundi Pioneer; and Assistant Treasurer of all
Board of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (37) Since 2009. Serves at Fund Administration Manager - Fund Treasury of None
Assistant Treasurer the discretion of the Amundi Pioneer since November 2008; Assistant
Board Treasurer of all of the Pioneer Funds since
January 2009; Client Service Manager -
Institutional Investor Services at State Street
Bank from March 2003 to March 2007
------------------------------------------------------------------------------------------------------------------------------------
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 55
Fund Officers (continued)
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Fund Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (64) Since 2010. Serves at Chief Compliance Officer of Amundi Pioneer and None
Chief Compliance Officer the discretion of the of all the Pioneer Funds since March 2010;
Board Chief Compliance Officer of Amundi Pioneer
Institutional Asset Management, Inc. since
January 2012; Chief Compliance Officer of
Vanderbilt Capital Advisors, LLC since July
2012: Director of Adviser and Portfolio
Compliance at Amundi Pioneer since October
2005; Senior Compliance Officer for Columbia
Management Advisers, Inc. from October 2003 to
October 2005
------------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (46) Since 2006. Serves at Director - Transfer Agency Compliance of Amundi None
Anti-Money the discretion of the Pioneer and Anti-Money Laundering Officer of
Laundering Officer Board all the Pioneer Funds since 2006
------------------------------------------------------------------------------------------------------------------------------------
* Ms. Jones and Mr. Taubes are Interested Trustees because they are officers
or directors of the fund's investment adviser and certain of its
affiliates.
56 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
This page is for your notes.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 57
This page is for your notes.
58 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
This page is for your notes.
Pioneer Disciplined Value Fund | Annual Report | 8/31/17 59
This page is for your notes.
60 Pioneer Disciplined Value Fund | Annual Report | 8/31/17
How to Contact Amundi 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:
--------------------------------------------------------------------------------
Amundi Pioneer
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.amundipioneer@amundipioneer.com
(for general questions about Amundi Pioneer only)
Visit our web site: www.amundipioneer.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] Amundi Pioneer
==============
ASSET MANAGEMENT
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, MA 02109
www.amundipioneer.com
Securities offered through Amundi Pioneer Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2017 Amundi Pioneer Asset Management 19429-11-1017
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.
The audit fees for the Trust were $23,000
payable to Ernst & Young LLP for the year ended
August 31, 2017 and $24,115 payable to Deloitte & Touche LLP
for the year ended August 31, 2016.
(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.
There were no audit-related services in 2017 or 2016.
(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.
The tax fees for the Trust were $8,028
payable to Ernst & Young LLP for the year ended
August 31, 2017 and $7,128 payable to Deloitte & Touche LLP
for the year ended August 31, 2016.
(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.
There were no other fees in 2017 or 2016.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered
into on or after May 6, 2003, the effective date of the
new SEC pre-approval rules, the Trust's audit
committee is required to pre-approve services to
affiliates defined by SEC rules to the extent that the
services are determined to have a direct impact on the
operations or financial reporting of the Trust. For the
years ended August 31 2017 and 2016, there were no
services provided to an affiliate that required the
Trust's audit committee pre-approval.
(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.
N/A
(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.
The aggregate non-audit fees for the Trust were $8,028
payable to Ernst & Young LLP for the year ended
August 31, 2017 and $7,128 payable to Deloitte & Touche LLP
for the year ended August 31, 2016.
(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/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date October 30, 2017
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/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date October 30, 2017
By (Signature and Title)* /s/ Mark E. Bradley
Mark E. Bradley, Treasurer & Chief Accounting & Financial Officer
Date October 30, 2017
* Print the name and title of each signing officer under his or her signature.