As filed with the Securities and Exchange Commission on August 31, 2017
File No.
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United States
Securities and Exchange Commission
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No.
(Check appropriate box or boxes)
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PIONEER SERIES TRUST V
(Exact Name of Registrant as Specified in Charter)
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(617) 742-7825
(Area Code and Telephone Number)
60 State Street, Boston, Massachusetts 02109
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
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Terrence Cullen
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
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Copies to: Roger P. Joseph, Esq.
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, Massachusetts 02110
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Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is due because of reliance on Section 24(f) of the Investment Company Act of
1940, which permits registration of an indefinite number of securities.
Title of Securities Being Registered: Shares of beneficial interest of Pioneer
Global Equity Fund, a series of the Registrant.
It is proposed that this filing will become effective on September 30, 2017,
pursuant to Rule 488 under the Securities Act of 1933, as amended.
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COMBINED INFORMATION STATEMENT
OF
PIONEER EMERGING MARKETS FUND
AND
PROSPECTUS FOR
PIONEER GLOBAL EQUITY FUND
(each, a "Pioneer Fund" and together, the "Pioneer Funds")
The address and telephone number of each Pioneer Fund is:
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
To the Shareholders of Pioneer Emerging Markets Fund:
The Board of Trustees of your fund has approved the reorganization of your
fund (the "Acquired Fund") with Pioneer Global Equity Fund (the "Acquiring
Fund") after considering the recommendation of Amundi Pioneer Asset Management,
Inc., the investment manager to your fund and concluding that the
reorganization would be in the best interests of your fund.
Following is a brief description of certain aspects of the Reorganization:
o Your fund and the Acquiring Fund have a similar investment
objective.
o Both funds invest in international equity securities, but there are
differences in the funds' investment strategies. Your fund invests
primarily in securities of issuers located in emerging markets. The
Acquiring Fund invests in securities of issuers located throughout
the world, including issuers located in international developed
markets and the United States, in addition to issuers located in
emerging markets.
o The combined fund will pay a lower management fee rate than the
management fee rate paid by your fund.
o The expense ratio of each class of shares of the combined fund is
expected to be lower than the expense ratio of the corresponding
class of shares of your fund.
o The historical performance of the Acquiring Fund was generally
higher than the historical performance of your fund.
o Your fund has not achieved a sufficient size to allow for more
efficient operations and is not likely to do so in the future. The
combined fund may be better positioned to attract assets than your
fund. The larger asset size of the combined fund may allow it,
relative to your fund, to reduce per share expenses as fixed
expenses will be shared over a larger asset base.
o Upon completion of the Reorganization, you will hold shares of the
corresponding class of the Acquiring Fund with the same aggregate
net asset value as your holdings of shares of each class of the
Acquired Fund immediately prior to the Reorganization.
o The transaction is expected to be treated as a "reorganization"
under Section 368(a) of the Internal Revenue Code of 1986, as
amended, and shareholders therefore are not expected to recognize
any taxable gain or loss on the exchange of their Acquired Fund
shares for shares of the Acquiring Fund.
The Reorganization is expected to occur on or about November 17, 2017. No
commission, redemption fee or other transactional fee will be charged as a
result of the Reorganization.
The Reorganization does not require shareholder approval, and you are not
being asked to vote. We do, however, ask that you review the enclosed
information statement/prospectus, which contains information about the
Acquiring Fund, outlines the differences between your fund and the Acquiring
Fund, and provides details about the terms and conditions of the
reorganization.
The Board of Trustees of your fund has unanimously approved your fund's
reorganization and believes the reorganization is in the best interests of your
fund.
If you have any questions, please call 1-800-225-6292.
Sincerely,
Christopher J. Kelley
Secretary
Boston, Massachusetts
__________, 2017
COMBINED INFORMATION STATEMENT
OF
PIONEER EMERGING MARKETS FUND
AND
PROSPECTUS FOR
PIONEER GLOBAL EQUITY FUND
(each, a "Pioneer Fund" and together, the "Pioneer Funds")
The address and telephone number of the Pioneer Funds is:
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
Shares of the Pioneer Funds have not been approved or disapproved by the
Securities and Exchange Commission (the "SEC"). The SEC has not passed on upon
the adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
An investment in either Pioneer Fund (each sometimes referred to herein as
a "fund") is not a bank deposit and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
This Information Statement/Prospectus concisely sets forth information
that an investor needs to know before investing. Please read this Information
Statement/Prospectus carefully before investing and keep it for future
reference.
1
TABLE OF CONTENTS
Page
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INTRODUCTION 3
REORGANIZATION OF PIONEER EMERGING MARKETS FUND WITH PIONEER GLOBAL EQUITY FUND ........... 6
OTHER IMPORTANT INFORMATION REGARDING THE REORGANIZATION .................................. 25
TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION ......................................... 27
TAX STATUS OF THE REORGANIZATION .......................................................... 28
ADDITIONAL INFORMATION ABOUT THE PIONEER FUNDS ............................................ 34
FINANCIAL HIGHLIGHTS ...................................................................... 55
OWNERSHIP OF SHARES OF THE PIONEER FUNDS .................................................. 61
EXPERTS ................................................................................... 61
AVAILABLE INFORMATION ..................................................................... 62
EXHIBIT A -- FORM OF AGREEMENT AND PLAN OF REORGANIZATION -- PIONEER EMERGING MARKETS
FUND -- PIONEER GLOBAL EQUITY FUND ................................................... A--1
2
INTRODUCTION
This combined information statement/prospectus, dated [______________],
2017 (the "Information Statement/Prospectus"), is being furnished to
shareholders of Pioneer Emerging Markets Fund (the "Acquired Fund") in
connection with the reorganization of the fund with Pioneer Global Equity Fund
(the "Acquiring Fund"). Following the completion of the reorganization, you
will be a shareholder in a fund that has the same investment adviser as your
fund, similar investment objectives, and that has management fees that are
lower than your fund's management fees. However, the combined fund will be
larger in size. The reorganization does not require shareholder approval, and
you are not being asked to vote.
The Information Statement/Prospectus contains information you should know
about the reorganization.
A copy of the agreement and plan of reorganization that provides for the
reorganization of your fund is attached to this Information
Statement/Prospectus as Exhibit A. Shareholders should read this entire
Information Statement/Prospectus, including Exhibit A, carefully.
The date of this Information Statement/Prospectus is [______________],
2017.
For more complete information about each fund, please read the fund's
prospectus and statement of additional information, as they may be amended
and/or supplemented. Each fund's prospectus and statement of additional
information has been filed with the SEC (http://www.sec.gov) and is available
upon oral or written request and without charge. See "Where to Get More
Information" below.
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Where to Get More Information
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Each fund's current summary prospectus, prospectus, On file with the SEC (http://www.sec.gov) and available at no charge
statement of additional information, and any applicable by calling our toll-free number: 1-800-225-6292. See
supplements. "Available Information."
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Each fund's most recent annual and semi-annual On file with the SEC (http://www.sec.gov) and available at no charge
reports to shareholders. by calling our toll-free number: 1-800-225-6292. See "Available
Information."
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A statement of additional information for this On file with the SEC (http://www.sec.gov) and available at no charge
Information Statement/Prospectus (the "SAI"), by calling our toll-free number: 1-800-225-6292. This SAI is
dated [_________], 2017. It contains additional incorporated by reference into this Information Statement/Prospectus.
information about the funds. See "Available Information."
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To ask questions about this Information Call our toll-free telephone number: 1-800-225-6292.
Statement/Prospectus.
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The Acquired Fund's summary prospectus, prospectus and statement of
additional information dated April 1, 2017, as supplemented, are incorporated
by reference into this Information Statement/Prospectus.
Background to the Reorganization
Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"), your fund's
investment adviser, recommended the reorganization of your fund with the
Acquiring Fund (the "Reorganization") for a number of reasons, including:
o Your fund and the Acquiring Fund have a similar investment objective
of long-term capital growth.
o Both funds invest in international equity securities. Your fund
invests primarily in securities of issuers located in emerging
markets. The Acquiring Fund invests in securities of issuers located
throughout the world, including issuers located in international
developed markets and the United States, in addition to issuers
located in emerging markets.
o The combined fund will pay a lower management fee rate than the
management fee rate paid by your fund.
o The expense ratio of each class of shares of the combined fund is
expected to be lower than the expense ratio of the corresponding
class of shares of your fund.
o The historical performance of the Acquiring Fund was generally
higher than the historical performance of your fund.
o Your fund has not achieved a sufficient size to allow for more
efficient operations and is not likely to do so in the future. The
combined fund may be better positioned to attract assets than your
fund. The larger asset size of the combined fund may allow it,
relative to your fund, to reduce per share expenses as fixed
expenses will be shared over a larger asset base.
At a meeting held on July 11, 2017, the Board of Trustees of the funds
unanimously approved the Reorganization of your fund. The Reorganization of
your fund is not subject to approval by the shareholders of your fund.
3
How will the Reorganization work?
o The Reorganization is scheduled to occur on or about November 17,
2017, but may occur on such later date as the parties may agree in
writing (the "Closing Date").
o Your fund will transfer all of its assets to the Acquiring Fund, and
the Acquiring Fund will assume all of the Acquired Fund's
liabilities.
o The Acquiring Fund will issue Class A, Class C, Class R and Class Y
shares to your fund with an aggregate net asset value equal to the
aggregate net asset value of your fund's Class A, Class C, Class R
and Class Y shares, respectively.
o Shares of the Acquiring Fund will be distributed to you on a
class-by-class basis in proportion to the relative net asset value
of your holdings of shares of each class of the Acquired Fund on the
Closing Date. Therefore, upon completion of the Reorganization, you
will hold shares of each class of the Acquiring Fund corresponding
to a class of the Acquired Fund held by you with the same aggregate
net asset value as your holdings of shares of that class of the
Acquired Fund immediately prior to the Reorganization. The net asset
value attributable to a class of shares of each fund will be
determined using the Pioneer Funds' valuation policies and
procedures. Each fund's valuation policy and procedures are
identical.
o No sales load, contingent deferred sales charge, commission,
redemption fee or other transactional fee will be charged as a
result of the Reorganization. After the Reorganization, any
contingent deferred sales charge that applied to your Class A or
Class C shares of the Acquired Fund at the time of the
Reorganization will continue to apply for the remainder of the
applicable holding period at the time of the Reorganization. In
calculating any applicable contingent deferred sales charge, the
period during which you held your shares will be included in the
holding period of the shares you receive as a result of the
Reorganization.
o The Reorganization generally is not expected to result in gain or
loss being recognized for federal income tax purposes by either fund
or by the shareholders of either fund.
o In approving the Reorganization, the Board of Trustees of each fund,
including all of the Trustees who are not "interested" persons (as
defined in the Investment Company Act of 1940, as amended (the "1940
Act")) of the Pioneer Funds, Amundi Pioneer, or Amundi Pioneer
Distributor, Inc., the Pioneer Funds' principal underwriter and
distributor ("Amundi Pioneer Distributor") (the "Independent
Trustees"), has determined that the Reorganization is in the best
interest of each fund and will not dilute the interests of
shareholders. The Trustees have made this determination based on
factors that are discussed below.
o Shareholders of the Acquired Fund who determine that they do not
wish to become shareholders of the Acquiring Fund may (a) redeem
their shares of the Acquired Fund prior to the Closing Date or (b)
exchange their shares of the Acquired Fund prior to the Closing Date
for shares of another Pioneer fund by contacting Amundi Pioneer or
their investment professional or financial intermediary. Any
contingent deferred sales charge that applies to your Class A or
Class C shares will be waived in connection with a redemption of
your shares of the Acquired Fund prior to the Closing Date. Please
note that a redemption or an exchange of shares of the Acquired Fund
will be a taxable event and a shareholder may recognize a gain or
loss for federal income tax purposes in connection with that
transaction.
In addition to the Class A, Class C, Class R and Class Y shares to be
issued in the Reorganization, the Acquiring Fund also offers other classes of
shares. This Information Statement/Prospectus relates only to the Class A,
Class C, Class R and Class Y shares to be issued in the Reorganization.
What was the basis of the Trustees' determination that the Reorganization was
in the best interests of your fund?
The Board of Trustees believes that reorganizing your fund with the
Acquiring Fund offers you a number of potential benefits. These potential
benefits and considerations include:
o Your fund and the Acquiring Fund have a similar investment objective
of long-term capital growth
o Both funds invest in international equity securities. Your fund
invests primarily in securities of issuers located in emerging
markets. The Acquiring Fund invests in securities of issuers located
throughout the world, including issuers located in international
developed markets and the United States, in addition to issuers
located in emerging markets.
o The combined fund will pay a lower management fee rate than the
management fee rate paid by your fund.
o The expense ratio of each class of shares of the combined fund is
expected to be lower than the expense ratio of the corresponding
class of shares of your fund.
o The historical performance of the Acquiring Fund was generally
higher than the historical performance of your fund.
4
o Your fund has not achieved a sufficient size to allow for more
efficient operations and is not likely to do so in the future. The
combined fund may be better positioned to attract assets than your
fund. The larger asset size of the combined fund may allow it,
relative to your fund, to reduce per share expenses as fixed
expenses will be shared over a larger asset base.
What are the federal income tax consequences of the Reorganization?
As a condition to the closing of the Reorganization, the funds must
receive an opinion of Morgan, Lewis & Bockius LLP to the effect that the
Reorganization will constitute a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code"). Accordingly, subject to the limited exceptions described below under
the heading "Tax Status of the Reorganization," it is expected that neither you
nor your fund will recognize gain or loss as a direct result of the
Reorganization, and that the aggregate tax basis of the shares of each class
that you receive in the Reorganization will be the same as the aggregate tax
basis of the shares of the corresponding class that you surrender in the
Reorganization. In addition, your holding period for the shares of each class
you receive in the Reorganization will include the holding period of the shares
of the corresponding class that you surrender in the Reorganization, provided
that you held those shares as capital assets on the date of the Reorganization.
However, in accordance with the Pioneer Funds' policy that each Pioneer Fund
distributes its investment company taxable income (computed without regard to
the dividends-paid deduction), net tax-exempt income and net capital gains for
each taxable year (in order to qualify for tax treatment as a regulated
investment company and avoid federal income and excise tax thereon at the fund
level), your fund will declare and pay a distribution of such income and gains
to its shareholders shortly before the Reorganization. Such distribution may
affect the amount, timing or character of taxable income that you realize in
respect of your fund shares. For more information, see "Tax Status of the
Reorganization" on page 28 of the Information Statement/Prospectus. The Pioneer
Fund with which the Acquired Fund is being reorganized may make a comparable
distribution to its shareholders shortly before the Reorganization.
Additionally, following the Reorganization, the Acquiring Fund will continue to
make distributions according to its regular distribution schedule. You will
generally need to pay tax on those distributions even though they may include
income and gains that were accrued and/or realized before you became a
shareholder of the Acquiring Fund.
Who bears the expenses associated with the Reorganization?
Each fund will bear approximately 25% of the expenses incurred in
connection with the Reorganization, including expenses associated with the
preparation, printing and mailing of any shareholder communications (including
this Information Statement/Prospectus), any filings with the SEC and other
governmental agencies in connection with the Reorganization, audit fees and
legal fees ("Reorganization Costs"). Amundi Pioneer will bear the remaining 50%
of the Reorganization Costs. It is estimated that these expenses in the
aggregate will be approximately $125,000, of which each fund will bear
approximately $31,250.
5
REORGANIZATION OF PIONEER EMERGING MARKETS FUND WITH PIONEER GLOBAL EQUITY
FUND
SUMMARY
The following is a summary of more complete information appearing later in
this Information Statement/Prospectus or incorporated herein. You should read
carefully the entire Information Statement/Prospectus, including the form of
Agreement and Plan of Reorganization attached as Exhibit A, because it contains
details that are not in the summary.
The Board of Trustees of your fund has approved the Reorganization of your
fund with the Acquiring Fund. Each fund is managed by Amundi Pioneer and has
similar investment policies, but there are certain differences between the
funds, including:
o Your fund normally invests at least 80% of its total assets in the
securities of emerging market corporate and government issuers. In
contrast, the Acquiring Fund normally invests at least 80% of its
net assets in equity securities of issuers located through the
world. Securities of emerging markets corporate and government
issuers represent approximately 8% of the Acquiring Fund's total
assets as of July 31, 2017.
o Your fund may invest up to 20% of its total assets in securities of
issuers in any developed country (other than the United States). In
contrast, the Acquiring Fund may invest without limit in both
international developed and emerging markets.
o Your fund does not invest in securities of issuers located in the
United States, whereas the Acquiring Fund normally invests
significantly in the securities of issuers located in the United
States. Securities of issuers located in the United States
represented approximately 49% of the Acquiring Fund's total assets
as of July 31, 2017.
o Your fund may invest in debt securities subject to its policy to
invest at least 80% of its total assets in the securities of
emerging market corporate and government issuers, whereas the
Acquiring Fund may invest up to 20% of its total assets in debt
securities. However, both funds normally emphasize equity securities
in their portfolio. As of July 31, 2017, debt securities represented
less than 1% of your fund's total assets and approximately 2% of the
Acquiring Fund's total assets.
The tables below compare certain features of your fund to the features of
the Acquiring Fund that will be in effect upon completion of the
Reorganization. In the table below, if a row extends across the entire table,
the policy disclosed applies to both your fund and the Acquiring Fund.
6
Comparison of Acquired Fund and the Acquiring Fund
Pioneer Emerging Markets Fund Pioneer Global Equity Fund
(the Acquired Fund) (the Acquiring Fund)
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Investment Long-term growth of capital Long-term capital growth.
objective
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The fund's investment objective may be changed The fund's investment objective may be changed
without shareholder approval. The fund will provide without shareholder approval. The fund will provide
at least 30 days' notice prior to implementing any at least 30 days' notice prior to implementing any
change to its investment objective. change to its investment objective.
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Principal The fund invests primarily in securities of emerging Normally, the fund invests at least 80% of its net
investment market issuers. Although the fund invests in both assets (plus the amount of borrowings, if any, for
strategies equity and debt securities, it normally emphasizes investment purposes) in equity securities of issuers
equity securities in its portfolio. Normally, the fund located throughout the world. Derivative instruments
invests at least 80% of its total assets in the that provide exposure to such securities or have
securities of emerging market corporate and similar economic characteristics may be used to
government issuers. satisfy the fund's 80% policy.
The fund considers emerging market issuers to The fund's principal focus is on companies that
include: issuers organized under the laws of an exhibit solid fundamental characteristics and are
emerging market country, issuers with a principal underappreciated by the market. The fund may
office in an emerging market country, issuers that invest in securities of any market capitalization, and
derive at least 50% of their gross revenues or profits in securities in any industry or market sector.
from goods or services produced in emerging
markets or sales made in emerging markets, and The fund may invest in both developed and
emerging market governmental issuers. emerging markets without limit. Normally, the fund
invests at least 40% of its net assets in issuers
The fund will provide written notice to shareholders located outside of the United States, or derivatives
at least 60 days prior to any change to its policy to that provide similar exposure or have similar
invest at least 80% of its assets in securities of economic characteristics. This 40% minimum
emerging market issuers. investment amount may be reduced to 30% if
market conditions for these investments or in
The fund invests in at least six emerging markets. specific foreign markets are deemed unfavorable.
The fund considers any market that is not developed
to be an emerging market. Emerging markets The fund will provide written notice to shareholders
generally will include, but not be limited to, at least 60 days prior to any change to its policy to
countries included in the Morgan Stanley Capital invest at least 80% of its assets in equity securities
International (MSCI) Emerging & Frontier Markets as described above.
Index. The fund's investments will not be confined to
securities issued by companies included in the
index. At the investment adviser's discretion, the
fund may invest in other emerging markets.
Generally, the fund does not allocate more than 25%
of its total assets to any one country. The fund may
invest more than 25% of its total assets in a
particular region.
The fund may invest up to 20% of its total assets in
securities of issuers in any developed country (other
than the U.S.).
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For purposes of the fund's investment policies, For purposes of the fund's investment policies,
equity securities include common stocks and equity securities include common stocks and other
securities with common stock characteristics, such equity instruments, such as exchange-traded funds
as exchange-traded funds (ETFs) that invest (ETFs) that invest primarily in equity securities,
primarily in equity securities, equity interests in real depositary receipts, warrants, rights and preferred
estate investment trusts (REITs), preferred stocks, stocks.
depositary receipts, warrants and rights.
7
Pioneer Emerging Markets Fund Pioneer Global Equity Fund
(the Acquired Fund) (the Acquiring Fund)
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The fund may consider an ETF as an emerging The fund may consider an ETF as an equity security
market issuer for purposes of satisfying the fund's of issuers located throughout the world for
80% policy if the ETF invests at least 80% of its net purposes of satisfying the fund's 80% policy if the
assets in emerging market issuers. ETF invests at least 80% of its net assets in the
equity securities of issuers located throughout the
The fund may invest in initial public offerings of world.
equity securities.
The fund may purchase and sell forward foreign
The fund may purchase and sell forward foreign currency exchange contracts in non-U.S. currencies
currency exchange contracts in non-U.S. currencies in connection with its investments, including as a
in connection with its investments, including as a means of managing relative currency and country
means of managing relative currency and country exposure.
exposure.
The fund may invest up to 20% of its total assets in
The fund may invest in debt securities subject to its debt securities, cash and cash equivalents. The debt
policy to invest at least 80% of its total assets in the securities may be issued by U.S. or non-U.S.
securities of emerging market corporate and corporate and government issuers. Generally the
government issuers. The fund normally emphasizes fund acquires debt securities that are investment
equity securities in its portfolio. grade, but the fund may invest up to 5% of its net
assets in below investment grade debt securities
The fund may invest in debt securities of any quality (known as "junk bonds"), including below
or maturity. The fund may not invest more than 10% investment grade convertible debt securities.
of its net assets in debt securities rated below
investment grade (known as "junk bonds"), The fund invests in debt securities when Amundi
including below investment grade convertible debt, Pioneer believes they are consistent with the fund's
or in unrated securities of comparable quality, investment objective of long-term capital growth or
including securities of issuers in default. The fund for greater liquidity.
may invest in Brady bonds, which are restructured
debt of governmental issuers of emerging market The fund integrates a top-down view of the global
countries. macro-economic landscape with fundamental,
bottom up, equity analysis. The investment process
The fund invests in debt securities when the adviser combines the skill of Amundi Pioneer's
believes they are consistent with the fund's macroeconomic analyst and fundamental equity
investment objective of long-term growth of capital, research teams in a rigorous risk adjusted portfolio
to diversify the portfolio or for greater liquidity. construction process. The fund seeks to invest in
those issuers that have above average potential for
The fund also may hold cash or other short-term sales and earnings growth that are also trading at
instruments. attractive market valuations. In selecting stocks,
Amundi Pioneer employs fundamental research and
Amundi Pioneer Asset Management, Inc. (Amundi an evaluation of the issuer based on its financial
Pioneer), the fund's investment adviser, uses a value statements and operations. Amundi Pioneer relies
approach to select the fund's investments. Using on the knowledge, experience and judgment of its
this investment style, Amundi Pioneer seeks to staff and the staff of its affiliates who have access to
identify securities that are selling at reasonable a wide variety of research. Amundi Pioneer focuses
prices or substantial discounts to their underlying on the quality and valuation of issuers and
values. and then generally holds these securities securities. Factors Amundi Pioneer looks for in
until the market values reflect their intrinsic values. selecting investments include:
Amundi Pioneer evaluates a security's potential
value, including the attractiveness of its market o Market leadership in a company's primary
valuation, based on the company's assets and products or services that is a sustainable
prospects for long-term revenue, earnings and cash competitive advantage
flow growth. In making that assessment, Amundi
Pioneer employs qualitative analysis, quantitative o Favorable expected returns relative to perceived
techniques, fundamental research and an evaluation risk
of the issuer based on its financial statements and
operations. In addition to analyzing specific o Underpriced potential for sales, earnings and cash
securities, Amundi Pioneer determines the relative flow growth
attractiveness of investing in different emerging
markets. In assessing the investment potential of o Strong fundamentals, such as increasing or
each country, Amundi Pioneer considers economic sustainable demand and barriers to entry
growth prospects, monetary conditions, political
risks, currency risk, capital flows and other factors. o Low market valuations relative to earnings
Amundi Pioneer relies on the knowledge, experience forecast, book value, cash flow and sales
and judgment of its staff and the staff of its affiliates
who have access to a wide variety of research. o Growing dividends
Amundi Pioneer focuses on the quality and price of
individual issuers and securities, not on market- o High unlevered return on equity (ROE)
timing strategies. Factors Amundi Pioneer looks for
in selecting investments include:
8
Pioneer Emerging Markets Fund Pioneer Global Equity Fund
(the Acquired Fund) (the Acquiring Fund)
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o Issuers in countries expected to have economic Amundi Pioneer generally sells a portfolio security
and market environments that will be positive when it believes that the issuer no longer offers the
potential for above average earnings and sales
o Favorable expected returns relative to perceived growth. The adviser makes that determination based
risk upon the same criteria it uses to select portfolio
securities.
o Companies expected to benefit from long-term
trends in the economy The fund's investment strategies and policies may
be changed from time to time without shareholder
o Low market valuations relative to expected approval, unless specifically stated otherwise in this
earnings, assets, cash flow and revenues prospectus or in the statement of additional
information.
o Turnaround potential for companies that have been
through difficult periods
o Management with demonstrated ability and
commitment to the company
o Issuer's industry has strong fundamentals, such as
increasing or sustainable demand and barriers to
entry
Amundi Pioneer generally sells a portfolio security
when it believes that the security's market value
reflects its intrinsic value. Amundi Pioneer makes
that determination based upon the same criteria it
uses to select portfolio securities.
The fund's investment strategies and policies may
be changed from time to time without shareholder
approval, unless specifically stated otherwise in the
fund's prospectus or in the fund's statement of
additional information.
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The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its
Portfolio portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher
Turnover taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the fund's performance.
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During the most recent fiscal year, the fund's During the most recent fiscal year, the fund's
portfolio turnover rate was 92% of the average value portfolio turnover rate was 88% of the average value
of its portfolio. of its portfolio.
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Investment Amundi Pioneer Asset Management, Inc.
Adviser
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Portfolio Mauro Ratto, Head of Emerging Markets and Marco Pirondini, Head of Equities U.S. of Amundi
Management Director at Amundi Pioneer (portfolio manager of Pioneer (portfolio manager of the fund since 2010),
the fund since 2013); Marco Mencini, Head of and David Glazer, Senior Vice President of Amundi
Equities -- Emerging Markets and Senior Vice Pioneer (portfolio manager of the fund since
President at Amundi Pioneer (portfolio manager of December 2012).
the fund since 2013); and Andrea Salvatori, Head of
Global Emerging Markets & Latin American Equities
and Senior Vice President at Amundi Pioneer
(portfolio manager of the fund since 2013).
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Fiscal Year End November 30 August 31
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Business A diversified series of Pioneer Emerging Markets A diversified series of Pioneer Series Trust V, an
Fund, an open-end management investment open-end management investment company
company organized as a Delaware statutory trust. organized as a Delaware statutory trust.
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Net assets $117.9 million $168.7 million
(as of 5/31/17)
(unaudited)
9
PRINCIPAL INVESTMENTS
Pioneer Emerging Markets Fund (the Acquired Fund) Pioneer Global Equity Fund (the Acquiring Fund)
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Non-U.S. Normally, the fund invests at least 80% of its total The fund may invest in securities of non-U.S.
investments assets in the securities of emerging market corporate issuers, including securities of emerging
and government issuers. The fund may invest up to markets issuers.
20% of its total assets in securities of issuers in any
developed country (other than the U.S.).
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Non-U.S. issuers are issuers that are organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or corporations, or private issuers, and
certain supranational organizations, such as the World Bank and the European Union. The fund considers
emerging market issuers to include issuers organized under the laws of an emerging market country, issuers
with a principal office in an emerging market country, issuers that derive at least 50% of their gross revenues
or profits from goods or services produced in emerging markets or sales made in emerging markets, and
emerging market governmental issuers.
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Investments REITs are companies that invest primarily in income No stated policy. The fund may invest in REITs
in REITs producing real estate or real estate related loans or subject to its policy to invest at least 80% of its net
interests. Some REITs invest directly in real estate assets in equity securities of issuers located
and derive their income from the collection of rents throughout the world.
and capital gains on the sale of proper ties. Other
REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and
derive their income from collection of interest.
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Debt The fund may invest in debt securities. Generally the fund may acquire debt securities that are investment
securities grade, but the fund may invest in below investment grade debt securities (known as "junk bonds") including
below investment grade convertible debt securities. A debt security is investment grade if it is rated in one of
the top four categories by a nationally recognized statistical rating organization or determined to be of
equivalent credit quality by the adviser.
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The fund may invest in debt securities rated "D" or
better, or comparable unrated securities. Debt
securities rated "D" are in default.
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Derivatives The fund may, but is not required to, use futures and The fund may, but is not required to, use futures and
options on securities, indices and currencies, forward options on securities, indices and currencies,
foreign currency exchange contracts, stock index forward foreign currency exchange contracts, futures
futures, swaps and other derivatives. on equity-based volatility indices, swaps and
other derivatives.
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A derivative is a security or instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial instruments. The fund may use
derivatives for a variety of purposes, including:
o In an attempt to hedge against adverse changes in the market prices of securities, interest rates or
currency exchange rates
o As a substitute for purchasing or selling securities
o To attempt to increase the fund's return as a non-hedging strategy that may be considered speculative
o To manage portfolio characteristics (for example, the fund's currency exposure and exposure to various
market segments)
o As a cash flow management technique
The fund may choose not to make use of derivatives for a variety of reasons, and any use may be limited by
applicable law and regulations.
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The fund may invest in forward foreign currency exchange contracts. Forward foreign currency exchange contracts
involve the right or obligation to buy or sell a given amount of foreign currency at a specified price and
future date.
The fund may invest in equity-linked notes, which are hybrid derivative instruments that are specially designed
to combine the characteristics of one or more reference securities (usually a single stock, a stock index or a
basket of stocks) and a related equity derivative, such as a put or call option, in a single note form.
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10
PRINCIPAL INVESTMENTS
Pioneer Emerging Markets Fund (the Acquired Fund) Pioneer Global Equity Fund (the Acquiring Fund)
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Cash management Normally, the fund invests substantially all of its assets to meet its investment objective. The fund may invest
and temporary the remainder of its assets in securities with remaining maturities of less than one year or cash equivalents,
investments or may hold cash. For temporary defensive purposes, including during periods of unusual cash flows, the fund
may depart from its principal investment strategies and invest part or all of its assets in these securities or
may hold cash. The fund may adopt a defensive strategy when the adviser believes securities in which the
fund normally invests have special or unusual risks or are less attractive due to adverse market, economic,
political or other conditions. During such periods, it may be more difficult for the fund to achieve its
investment objective.
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Reverse repurchase The fund may enter into reverse repurchase agreements pursuant to which the fund transfers securities to a
agreements and counterparty in return for cash, and the fund agrees to repurchase the securities at a later date and for a
borrowing higher price. Reverse repurchase agreements are treated as borrowings by the fund, are a form of leverage
and may make the value of an investment in the fund more volatile and increase the risks of investing in the
fund. The fund also may borrow money from banks or other lenders for temporary purposes. The fund may
borrow up to 33 1/3% of its total assets. Entering into reverse repurchase agreements and other borrowing
transactions may cause the fund to liquidate positions when it may not be advantageous to do so in order to
satisfy its obligations or meet segregation requirements.
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Short-term trading The fund usually does not trade for short-term profits. The fund will sell an investment, however, even if it
has only been held for a short time, if it no longer meets the fund's investment criteria. If the fund does a
lot of trading, it may incur additional operating expenses, which would reduce performance, and could cause
shareowners to incur a higher level of taxable income or capital gains.
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Comparison of Principal Risks
The following describe the common risks of investing in the Acquired Fund
and the Acquiring Fund.
You could lose money on your investment in the fund. As with any mutual
fund, there is no guarantee that the fund will achieve its objectives.
Market risk. The market prices of securities held by the fund may go up or
down, sometimes rapidly or unpredictably, due to general market
conditions, such as real or perceived adverse economic, political, or
regulatory conditions, inflation, changes in interest or currency rates,
lack of liquidity in the bond markets or adverse investor sentiment. In
the past several years, financial markets, such as those in the United
States, Europe, Asia and elsewhere, have experienced increased volatility,
depressed valuations, decreased liquidity and heightened uncertainty.
These conditions may continue, recur, worsen or spread. Events that have
contributed to these market conditions include, but are not limited to,
major cybersecurity events; measures to address U.S. federal and state
budget deficits; downgrading of U.S. long-term sovereign debt; declines in
oil and commodity prices; dramatic changes in currency exchange rates; and
public sentiment. The U.S. government and the Federal Reserve, as well as
certain foreign governments and their central banks, have taken steps to
support financial markets. This and other government intervention may not
work as intended, particularly if the efforts are perceived by investors
as being unlikely to achieve the desired results. The Federal Reserve has
reduced its market support activities and has begun raising interest
rates. Certain foreign governments and central banks are implementing or
discussing so-called negative interest rates (e.g., charging depositors
who keep their cash at a bank) to spur economic growth. Further Federal
Reserve or other U.S. or non-U.S. governmental or central bank actions,
including interest rate increases or contrary actions by different
governments, could negatively affect financial markets generally, increase
market volatility and reduce the value and liquidity of securities in
which the fund invests. Policy and legislative changes in the U.S. and in
other countries are affecting many aspects of financial regulation, and
may in some instances contribute to decreased liquidity and increased
volatility in the financial markets. The impact of these changes on the
markets, and the practical implications for market participants, may not
be fully known for some time. Economies and financial markets throughout
the world are increasingly interconnected. Economic, financial or
political events, trading and tariff arrangements, terrorism, natural
disasters and other circumstances in one country or region could have
profound impacts on global economies or markets. As a result, whether or
not the fund invests in securities of issuers located in or with
significant exposure to the countries directly affected, the value and
liquidity of the fund's investments may be negatively affected. The fund
may experience a substantial or complete loss on any individual security
or derivative position.
Risks of non-U.S. investments. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve
unique risks compared to investing in securities of U.S. issuers. These
risks are more pronounced for issuers in emerging markets or to the extent
that the fund invests significantly in one region or country. These risks
may include:
11
o Less information about non-U.S. issuers or markets may be available
due to less rigorous disclosure or accounting standards or
regulatory practices
o Many non-U.S. markets are smaller, less liquid and more volatile. In
a changing market, the adviser may not be able to sell the fund's
securities at times, in amounts and at prices it considers
reasonable
o Adverse effect of currency exchange rates or controls on the value
of the fund's investments, or its ability to convert non-U.S.
currencies to U.S. dollars
o The economies of non-U.S. countries may grow at slower rates than
expected or may experience a downturn or recession
o Economic, political, regulatory and social developments may
adversely affect the securities markets
o It may be difficult for the fund to pursue claims or enforce
judgments against a foreign bank, depository or issuer of a
security, or any of their agents, in the courts of a foreign country
o Withholding and other non-U.S. taxes may decrease the fund's return.
The value of the fund's foreign investments also may be affected by
U.S. tax considerations and restrictions in receiving investment
proceeds from a foreign country
o Some markets in which the fund may invest are located in parts of
the world that have historically been prone to natural disasters
that could result in a significant adverse impact on the economies
of those countries and investments made in those countries
o It is often more expensive for the fund to buy, sell and hold
securities in certain foreign markets than in the United States
o A governmental entity may delay, or refuse or be unable to pay,
interest or principal on its sovereign debt due to cash flow
problems, insufficient foreign currency reserves, political
considerations, the relative size of the governmental entity's debt
position in relation to the economy or the failure to put in place
economic reforms
o Investing in depositary receipts is subject to many of the same
risks as investing directly in non-U.S. issuers. Depositary receipts
may involve higher expenses and may trade at a discount (or premium)
to the underlying security. In addition, depositary receipts may not
pass through voting and other shareholder rights, and may be less
liquid than the underlying securities listed on an exchange
o A number of countries in the European Union (EU) have experienced,
and may continue to experience, severe economic and financial
difficulties. Additional EU member countries may also fall subject
to such difficulties. A number of countries in Europe have suffered
terror attacks, and additional attacks may occur in the future. In
addition, voters in the United Kingdom have approved withdrawal from
the EU. Other countries may seek to withdraw from the EU and/or
abandon the euro, the common currency of the EU. These events could
negatively affect the value and liquidity of the fund's investments,
particularly in euro- denominated securities and derivative
contracts, securities of issuers located in the EU or with
significant exposure to EU issuers or countries
Additional risks of investing in emerging markets include:
o The extent of economic development, political stability, market
depth, infrastructure, capitalization and regulatory oversight can
be less than in more developed markets
o Emerging market countries may experience rising interest rates, or,
more significantly, rapid inflation or hyperinflation
o The fund could experience a loss from settlement and custody
practices in some emerging markets
o The possibility that a counterparty may not complete a currency or
securities transaction
o Low trading volumes may result in a lack of liquidity and in extreme
price volatility
o Current and any future sanctions or other government actions against
Russia could negatively impact the fund's investments in securities
issued by Russian issuers or economically tied to Russian markets
o China and other developing market Asia-Pacific countries may be
subject to considerable degrees of economic, political and social
instability
12
Currency risk. Because the fund may invest in non-U.S. currencies,
securities denominated in non-U.S. currencies, and other currency-related
investments, the fund is subject to currency risk, meaning that the fund
could experience losses based on changes in the exchange rate between
non-U.S. currencies and the U.S. dollar or as a result of currency
conversion costs. Currency exchange rates can be volatile, and are
affected by factors such as general economic conditions, the actions of
the U.S. and foreign governments or central banks, the imposition of
currency controls and speculation.
Style risk. The adviser's investment style may fall out of favor with
investors or produce results that underperform the overall equity market.
For example, the fund's investments may not have the growth potential
originally expected, or the prices of securities the adviser believes are
undervalued may not appreciate as expected or may go down. Value stocks
may fall out of favor with investors and underperform the overall equity
market.
Portfolio selection risk. The adviser's judgment about a particular
security or issuer, or about the economy or a particular sector, region or
market segment, or about an investment strategy, may prove to be
incorrect.
Small and mid-size companies risk. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be
more sensitive to changes in earnings results and investor expectations,
have more limited product lines and capital resources, experience sharper
swings in market values, have limited liquidity, be harder to value or to
sell at the times and prices the adviser thinks appropriate, and offer
greater potential for gain and loss.
Risks of warrants and rights. Warrants and rights give the fund the right
to buy stock. A warrant specifies the amount of underlying stock, the
purchase (or "exercise") price, and the date the warrant expires. The fund
has no obligation to exercise the warrant and buy the stock. A warrant has
value only if the fund is able to exercise it or sell it before it
expires. If the price of the underlying stock does not rise above the
exercise price before the warrant expires, the warrant generally expires
without any value and the fund loses any amount it paid for the warrant.
Thus, investments in warrants may involve substantially more risk than
investments in common stock. Warrants may trade in the same markets as
their underlying stock; however, the price of the warrant does not
necessarily move with the price of the underlying stock.
The fund may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase
additional common stock at a price substantially below the market price of
the shares. The failure to exercise subscription rights to purchase common
stock would result in the dilution of the fund's interest in the issuing
company. The market for such rights is not well developed and,
accordingly, the fund may not always realize full value on the sale of
rights.
Preferred stocks risk. Preferred stocks may pay fixed or adjustable rates
of return. Preferred stocks are subject to issuer-specific and market
risks applicable generally to equity securities. In addition, a company's
preferred stocks generally pay dividends only after the company makes
required payments to holders of its bonds and other debt. Thus, the value
of preferred stocks will usually react more strongly than bonds and other
debt to actual or perceived changes in the company's financial condition
or prospects. The market value of preferred stocks generally decreases
when interest rates rise. Preferred stocks of smaller companies may be
more vulnerable to adverse developments than preferred stocks of larger
companies.
Risks of initial public offerings. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects
for future profitability are uncertain. Information about the companies
may be available for very limited periods. The market for IPO issuers has
been volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that
the fund will have access to IPOs. The purchase of IPO shares may involve
high transaction costs. Because of the price volatility of IPO shares, the
fund may choose to hold IPO shares for a very short period of time. This
may increase the turnover of the portfolio and may lead to increased
expenses to the fund, such as commissions and transaction costs. The
market for IPO shares can be speculative and/or inactive for extended
periods of time. There may be only a limited number of shares available
for trading. The limited number of shares available for trading in some
IPOs may also make it more difficult for the fund to buy or sell
significant amounts of shares without an unfavorable impact on prevailing
prices.
Risks of investment in other funds. Investing in other investment
companies, including exchange-traded funds (ETFs), subjects the fund to
the risks of investing in the underlying securities or assets held by
those funds. When investing in another fund, the fund will bear a pro rata
portion of the underlying fund's expenses, in addition to its own
expenses. ETFs are bought and sold based on market prices and can trade at
a premium or a discount to the ETF's net asset value.
Debt securities risk. Factors that could contribute to a decline in the
market value of debt securities in the fund include rising interest rates,
if the issuer or other obligor of a security held by the fund fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality
or value of any underlying assets declines. Junk
13
bonds involve greater risk of loss, are subject to greater price
volatility and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities; they may also
be more difficult to value. Junk bonds have a higher risk of default or
are already in default and are considered speculative.
Market segment risk. To the extent the fund emphasizes, from time to time,
investments in a market segment, the fund will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation, than a fund without the same focus. For example,
industries in the financial segment, such as banks, insurance companies,
broker-dealers and real estate investment trusts (REITs), may be sensitive
to changes in interest rates and general economic activity and are
generally subject to extensive government regulation.
Industries in the technology segment, such as information technology,
communications equipment, computer hardware and software, and office and
scientific equipment, are generally subject to risks of rapidly evolving
technology, short product lives, rates of corporate expenditures, falling
prices and profits, competition from new market entrants, and general
economic conditions.
Industries in the consumer discretionary segment, such as consumer
durables, hotels, restaurants, media, retailing and automobiles, may be
significantly affected by the performance of the overall economy, interest
rates, competition, consumer confidence and spending, and changes in
demographics and consumer tastes.
Industries in the health care segment, such as health care supplies,
health care services, biotechnology and pharmaceuticals, may be
significantly affected by government regulation and reimbursement rates,
approval of products by government agencies, and patent expirations and
litigation.
Industries in the consumer staples segment, such as food and drug
retailing, beverages, food and tobacco products, household products and
personal products, are subject to government regulation affecting
ingredients and production methods. These industries also may be affected
by competition, changes in consumer tastes and other factors affecting
supply and demand, and litigation.
Industries in the industrials segment, such as companies engaged in the
production, distribution or service of products or equipment for
manufacturing, agriculture, forestry, mining and construction, can be
significantly affected by general economic trends, including such factors
as employment and economic growth, interest rate changes, changes in
consumer spending, legislative and governmental regulation and spending,
import controls, commodity prices, and worldwide competition.
Industries in the energy segment, such as those engaged in the
development, production and distribution of energy resources, can be
significantly affected by supply and demand both for their specific
product or service and for energy products in general. The price of oil,
gas and other consumable fuels, exploration and production spending,
government regulation, world events and economic conditions likewise will
affect the performance of companies in these industries.
Derivatives risk. Using equity-linked notes (ELNs), stock index futures
and options, forward foreign currency exchange contracts, futures on
equity-based volatility indices, and other derivatives exposes the fund to
special risks and costs and may result in losses to the fund, even when
used for hedging purposes.
Using derivatives can increase losses and reduce opportunities for gain
when market prices, interest rates or currencies, or the derivative
instruments themselves, behave in a way not anticipated by the fund,
especially in abnormal market conditions. Using derivatives can have a
leveraging effect (which may increase investment losses) and increase the
fund's volatility, which is the degree to which the fund's share price may
fluctuate within a short time period. Certain derivatives have the
potential for unlimited loss, regardless of the size of the fund's initial
investment. If changes in a derivative's value do not correspond to
changes in the value of the fund's other investments or do not correlate
well with the underlying assets, rate or index, the fund may not fully
benefit from, or could lose money on, or could experience unusually high
expenses as a result of, the derivative position. The other parties to
certain derivative transactions present the same types of credit risk as
issuers of fixed income securities. Derivatives also tend to involve
greater liquidity risk and they may be difficult to value. The fund may be
unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivatives will not have liquidity beyond the
counterparty to the instrument. Use of derivatives or similar instruments
may have different tax consequences for the fund than an investment in the
underlying security, and those differences may affect the amount, timing
and character of income distributed to shareholders. The fund's use of
derivatives may also increase the amount of taxes payable by shareholders.
Risks associated with the use of derivatives are magnified to the extent
that an increased portion of the fund's assets are committed to
derivatives in general or are invested in just one or a few types of
derivatives.
The U.S. government and foreign governments are in the process of adopting
and implementing regulations governing derivative markets, including
mandatory clearing of certain derivatives, margin and reporting
requirements. The ultimate impact of the regulations remains unclear.
Additional regulation of derivatives may make derivatives more costly, may
limit their availability or
14
utility or otherwise adversely affect their performance, or may disrupt
markets. The fund may be exposed to additional risks as a result of the
additional regulations. The extent and impact of the regulations are not
yet fully known and may not be for some time. In addition, the SEC has
proposed a new rule that would change the regulation of the use of
derivatives by registered investment companies, such as the fund. If the
proposed rule takes effect, it could limit the ability of the fund to
invest in derivatives.
The fund will be required to maintain its positions with a clearing
organization through one or more clearing brokers. The clearing
organization will require the fund to post margin and the broker may
require the fund to post additional margin to secure the fund's
obligations. The amount of margin required may change from time to time.
In addition, cleared transactions may be more expensive to maintain than
over-the-counter transactions and may require the fund to deposit larger
amounts of margin. The fund may not be able to recover margin amounts if
the broker has financial difficulties. Also, the broker may require the
fund to terminate a derivatives position under certain circumstances. This
may cause the fund to lose money. The fund's ability to use certain
derivative instruments currently is limited by Commodity Futures Trading
Commission rules.
Forward foreign currency transactions risk. To the extent that the fund
enters into forward foreign currency transactions, it may not fully
benefit from or may lose money on the transactions if changes in currency
rates do not occur as anticipated or do not correspond accurately to
changes in the value of the fund's holdings, or if the counterparty
defaults. Such transactions may also prevent the fund from realizing
profits on favorable movements in exchange rates. Risk of counterparty
default is greater for counterparties located in emerging markets. The
fund's ability to use forward foreign currency transactions successfully
depends on a number of factors, including the forward foreign currency
transactions being available at prices that are not too costly, the
availability of liquid markets, and Pioneer's judgment regarding the
direction of changes in currency exchange rates.
Leveraging risk. The value of your investment may be more volatile and
other risks tend to be compounded if the fund borrows or uses derivatives
or other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of
the fund's underlying assets and creates a risk of loss of value on a
larger pool of assets than the fund would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may
cause the fund to liquidate positions when it may not be advantageous to
do so to satisfy its obligations or meet segregation requirements.
Portfolio turnover risk. If the fund does a lot of trading, it may incur
additional operating expenses, which would reduce performance, and could
cause shareowners to incur a higher level of taxable income or capital
gains.
Valuation risk. Many factors may influence the price at which the fund
could sell any particular portfolio investment. The sales price may well
differ -- higher or lower -- from the fund's last valuation of the
investment, and such differences could be significant, particularly for
illiquid securities and securities that trade in thin markets and/or
markets that experience extreme volatility. The fund may value investments
using fair value methodologies. Investors who purchase or redeem fund
shares on days when the fund is holding fair-valued securities may receive
fewer or more shares, or lower or higher redemption proceeds, than they
would have received if the fund had not fair-valued the securities or had
used a different valuation methodology. The value of foreign securities,
certain fixed income securities and currencies, as applicable, may be
materially affected by events after the close of the market on which they
are valued, but before the fund determines its net asset value. The fund's
ability to value its investments may also be impacted by technological
issues and/or errors by pricing services or other third party service
providers.
Liquidity risk. Liquidity risk is the risk that particular investments, or
investments generally, may be impossible or difficult to purchase or sell.
Although most of the fund's securities and other investments must be
liquid at the time of investment, securities and other investments may
become illiquid after purchase by the fund, particularly during periods of
market turmoil. Liquidity and value of investments can deteriorate
rapidly. When the fund holds illiquid investments, its portfolio may be
harder to value, especially in changing markets. If the fund is forced to
sell or unwind these investments to meet redemptions or for other cash
needs, the fund may suffer a loss. The fund may experience heavy
redemptions that could cause the fund to liquidate its assets at
inopportune times or at a loss or depressed value, which could cause the
value of your investment to decline. In addition, when there is
illiquidity in the market for certain securities and other investments,
the fund, due to limitations on investments in illiquid securities, may be
unable to achieve its desired level of exposure to a certain sector.
Redemption risk. The fund may experience periods of heavy redemptions that
could cause the fund to liquidate its assets at inopportune times or at a
loss or depressed value, particularly during periods of declining or
illiquid markets. Redemption risk is greater to the extent that the fund
has investors with large shareholdings, short investment horizons, or
unpredictable cash flow needs. In addition, redemption risk is heightened
during periods of overall market turmoil. The redemption by one or more
large shareholders of their holdings in the fund could hurt performance
and/or cause the remaining shareholders in the fund to lose money.
15
If one decision maker has control of fund shares owned by separate fund
shareholders, including clients or affiliates of the fund's adviser,
redemptions by these shareholders may further increase the fund's
redemption risk. If the fund is forced to liquidate its assets under
unfavorable conditions or at inopportune times, the value of your
investment could decline.
Cash management risk. The value of the investments held by the fund for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the fund has any uninvested cash, the fund
would be subject to credit risk with respect to the depository institution
holding the cash. If the fund holds cash uninvested, the fund will not
earn income on the cash and the fund's yield will go down. During such
periods, it may be more difficult for the fund to achieve its investment
objective.
Expense risk. Your actual costs of investing in the fund may be higher
than the expenses shown in "Annual fund operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
fund expense ratios are more likely to increase when markets are volatile.
In addition to the common risks of investing in the Acquired Fund and the
Acquiring Fund, the following are additional principal risks of investment in
the Acquired Fund:
Geographic focus risk. To the extent that the fund invests from time to
time more than 25% of its assets in issuers organized or located in a
particular geographic region, including but not limited to issuers
organized or with exposure to China and other Asian countries, the fund
may be particularly affected by adverse securities markets, exchange rates
and social, political, regulatory or economic events which may occur in
those regions.
Markets in China and other Asian countries are relatively new and
undeveloped. In particular, China's economic health is largely dependent
upon exports, and may be dependent on the economies of other Asian
countries. China's growing trade surplus with the U.S. has increased the
risk of trade disputes, which could adversely affect some export-dependent
sectors, and China's currency. China's central government exercises
significant control over China's economy, and investments in Chinese
issuers could be adversely affected by changes in government policies.
Although the Chinese government has begun to institute legal and economic
reform policies, there can be no assurances that it will continue to
pursue such policies or, if it does, that such policies will succeed.
Economies of Asian countries and Asian issuers could be adversely affected
by regional security threats.
Issuer focus risk. The fund may invest in fewer than 40 securities. A
higher percentage of the fund's assets may be invested in the securities
of any one or a few issuers, than other funds. As a result, the fund's
performance may be more volatile than the performance of funds holding
more securities, and the fund's losses may be magnified by adverse events
affecting a particular issuer.
Risks of investments in real estate related securities. Investments in
real estate securities are affected by economic conditions, interest
rates, governmental actions and other factors. In addition, investing in
REITs involves unique risks. They are significantly affected by the market
for real estate and are dependent upon management skills and cash flow.
REITs may have lower trading volumes and may be subject to more abrupt or
erratic price movements than the overall securities markets. Mortgage
REITs are particularly subject to interest rate and credit risks. In
addition to its own expenses, the fund will indirectly bear its
proportionate share of any management and other expenses paid by REITs in
which it invests. Many real estate companies, including REITs, utilize
leverage.
Comparison of Fees and Expenses
Shareholders of both Pioneer Funds pay various fees and expenses, either
directly or indirectly. The tables below show the fees and expenses that you
would pay if you were to buy and hold shares of each Pioneer Fund. The expenses
in the tables appearing below are based on (i) for the Acquired Fund, expenses
for the twelve-month period ended May 31, 2017, and (ii) for the Acquiring
Fund, expenses for the twelve-month period ended February 28, 2017. Future
expenses for all share classes may be greater or less. The tables also show the
combined fund's pro forma expenses assuming the Reorganization occurred on May
31, 2017.
16
Combined Combined
Pioneer Pioneer
Global Equity Global Equity
Pioneer Pioneer Fund Pioneer Pioneer Fund
Emerging Global (Pro Forma Emerging Global (Pro Forma
Markets Equity 12 months Markets Equity 12 months
Fund Fund ended Fund Fund ended
(May 31, (February 28, May 31, (May 31, (February 28, May 31,
2017) 2017) 2017) 2017) 2017) 2017)
------------------------------------------------------------------------------------------------------------------------------------
Shareholder transaction fees
(paid directly from your investment) Class A Class A Class A Class C Class C Class C
Maximum sales charge (load) when you buy
shares as a percentage of offering price 5.75% 5.75% 5.75% None None None
Maximum deferred sales charge (load) as a percentage
of offering price or the amount you receive when
you sell shares, whichever is less None(1) None(1) None(1) 1.00% 1.00% 1.00%
Annual Fund operating expenses (deducted from
fund assets) as a % of average daily net assets
Management Fee 1.10% 0.75% 0.75% 1.10% 0.75% 0.75%
Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25% 1.00% 1.00% 1.00%
Other Expenses 0.83% 0.44% 0.44% 0.83% 0.41% 0.43%
Total Annual Fund Operating Expenses 2.18% 1.44% 1.44% 2.93% 2.16% 2.18%
------------------------------------------------------------------------------------------------------------------------------------
Less: Fee Waiver and Expense Limitations(2) -0.23% -0.14% -0.19% -0.08% 0.00% -0.03%
Net Expenses 1.95% 1.30% 1.25% 2.85% 2.16%(3) 2.15%
------------------------------------------------------------------------------------------------------------------------------------
Combined Combined
Pioneer Pioneer
Global Equity Global Equity
Pioneer Pioneer Fund Pioneer Pioneer Fund
Emerging Global (Pro Forma Emerging Global (Pro Forma
Markets Equity 12 months Markets Equity 12 months
Fund Fund ended Fund Fund ended
(May 31, (February 28, May 31, (May 31, (February 28, May 31,
2017) 2017) 2017) 2017) 2017) 2017)
------------------------------------------------------------------------------------------------------------------------------------
Shareholder transaction fees
(paid directly from your investment) Class R Class R Class R Class Y Class Y Class Y
Maximum sales charge (load) when you buy
shares as a percentage of offering price None None None None None None
Maximum deferred sales charge (load) as a percentage
of offering price or the amount you receive when
you sell shares, whichever is less None None None None None None
Annual Fund operating expenses (deducted from
fund assets) as a % of average daily net assets
Management Fee 1.10% 0.75% 0.75% 1.10% 0.75% 0.75%
Distribution and Service (12b-1) Fee 0.50% 0.50% 0.50% None None None
Other Expenses 0.76% 0.45% 0.42% 0.60% 0.34% 0.29%
Total Annual Fund Operating Expenses 2.36% 1.70% 1.67% 1.70% 1.09% 1.04%
------------------------------------------------------------------------------------------------------------------------------------
Less: Fee Waiver and Expense Limitations(2) -0.16% -0.15% -0.12% 0.00% -0.29% -0.24%
Net Expenses 2.20% 1.55% 1.55% 1.70% 0.80% 0.80%
------------------------------------------------------------------------------------------------------------------------------------
(1) Class A purchases of $500,000 or more that are not subject to an initial
sales charge may be subject to a contingent deferred sales charge of 1%.
See "Sales charges."
(2) With respect to the Acquired Fund, Amundi Pioneer has contractually
agreed to limit ordinary operating expenses (ordinary operating
expenses means all fund expenses other than taxes, brokerage
commissions, acquired fund fees and expenses and extraordinary
expenses, such as litigation) to the extent required to reduce fund
expenses to 1.95%, 2.85% and 2.20%, respectively, of the average daily
net assets attributable to Class A, Class C and Class R shares,
respectively. These expense limitations are in effect through April 1,
2019. There can be no assurance that Amundi Pioneer will extend the
expense limitation beyond such time. Net expenses for a class may
exceed the applicable expense limitation to the extent that the fund
incurs excluded expenses. While in effect, the arrangement may be
terminated for a class only by agreement of Amundi Pioneer and the
Board of Trustees. With respect to the Acquiring Fund, Amundi Pioneer
has contractually agreed to limit ordinary operating expenses
(ordinary operating expenses means all fund expenses other than taxes,
brokerage commissions, acquired fund fees and expenses, and
extraordinary expenses, such as litigation) to the extent required to
reduce fund expenses to 1.25%, 2.15%, 1.55% and 0.80% of the average
daily net assets attributable to Class A, Class C, Class R and Class Y
shares, respectively. These expense limitations are in effect through
January 1, 2019. While in effect, the arrangement may be terminated
for a class only by agreement of Amundi Pioneer and the Board of
Trustees.
17
(3) Prior to August 1, 2017, Amundi Pioneer contractually agreed to limit
ordinary operating expenses (ordinary operating expenses means all fund
expenses other than taxes, brokerage commissions, acquired fund fees and
expenses and extraordinary expenses, such as litigation) to reduce fund
expenses to 2.20% for Class C shares of the Acquiring Fund.
Examples:
The examples are intended to help you compare the cost of investing in each
fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in each fund for the time periods shown, and then, except as
indicated, redeem all of your shares at the end of those periods. The examples
also assume that (a) your investment has a 5% return each year and (b) each
fund's total annual operating expenses remain the same except for year one
(which considers the effect of the expense limitation). Pro forma expenses are
included assuming consummation of the Reorganization as of May 31, 2017. The
examples are for comparison purposes only and are not a representation of any
fund's actual expenses or returns, either past or future. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
Combined
Pioneer Pioneer
Emerging Pioneer Global Equity
Number of years Markets Global Equity Fund
you own your shares Fund Fund (Pro Forma)
------------------------------------------------------------------------------------------
Class A -- assuming redemption at end of period
Year 1 .................................... $ 762 $ 700 $ 695
Year 3 .................................... $1197 $ 991 $ 987
Year 5 .................................... $1657 $1304 $1300
Year 10 ................................... $2927 $2189 $2185
Class A -- assuming no redemption
Year 1 .................................... $ 762 $ 700 $ 695
Year 3 .................................... $1197 $ 991 $ 987
Year 5 .................................... $1657 $1304 $1300
Year 10 ................................... $2927 $2189 $2185
Class C -- assuming redemption at end of period
Year 1 .................................... $ 388 $ 319 $ 318
Year 3 .................................... $ 899 $ 676 $ 679
Year 5 .................................... $1536 $1159 $1167
Year 10 ................................... $3246 $2493 $2511
Class C -- assuming no redemption
Year 1 .................................... $ 288 $ 219 $ 218
Year 3 .................................... $ 899 $ 676 $ 679
Year 5 .................................... $1536 $1159 $1167
Year 10 ................................... $3246 $2493 $2511
Class R -- assuming redemption at end of period
Year 1 .................................... $ 223 $ 158 $ 158
Year 3 .................................... $ 721 $ 521 $ 515
Year 5 .................................... $1246 $ 909 $ 896
Year 10 ................................... $2684 $1996 $1966
Class R -- assuming no redemption
Year 1 .................................... $ 223 $ 158 $ 158
Year 3 .................................... $ 721 $ 521 $ 515
Year 5 .................................... $1246 $ 909 $ 896
Year 10 ................................... $2684 $1996 $1966
Class Y -- assuming redemption at end of period
Year 1 .................................... $ 173 $ 82 $ 82
Year 3 .................................... $ 536 $ 318 $ 255
Year 5 .................................... $ 923 $ 573 $ 444
Year 10 ................................... $2009 $1303 $ 990
18
Combined
Pioneer Pioneer
Emerging Pioneer Global Equity
Number of years Markets Global Equity Fund
you own your shares Fund Fund (Pro Forma)
-------------------------------------------------------------------------------------------
Class Y -- assuming no redemption
Year 1 $ 173 $ 82 $ 82
Year 3 $ 536 $ 318 $ 255
Year 5 $ 923 $ 573 $ 444
Year 10 $2009 $1303 $ 990
Comparison of the Funds' Past Performance
The bar charts and tables below indicate the risks and volatility of an
investment in the funds by showing how the funds have performed in the past. The
bar charts show changes in the performance of each fund's Class A shares from
calendar year to calendar year. The tables show average annual total returns for
each class of shares of each Fund over time and compare these returns to the
returns of a broad-based measure of market performance that has characteristics
relevant to the Fund's investment strategies. You can obtain updated performance
information by visiting https://us.pioneerinvestments.com/performance or by
calling 1-800-225-6292. A fund's past performance (before and after taxes) does
not necessarily indicate how it will perform in the future. The bar charts do
not reflect any sales charge you may pay when you buy fund shares. If this
amount was reflected, returns would be less than those shown.
[THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]
Pioneer Emerging Markets Fund's Annual Returns -- Class A Shares (%)(1)
(Years ended December 31)
2007 41.97
2008 -59.03
2009 73.56
2010 16.16
2011 -24.24
2012 11.34
2013 -2.19
2014 -13.39
2015 -16.51
2016 7.12
-----------------------
(1) During the period shown in the bar chart, the Acquired Fund's highest
quarterly return was 31.67% for the quarter ended June 30, 2009, and the
lowest quarterly return was -33.04% for the quarter ended December 31,
2008. For the period from January 1, 2017 through June 30, 2017, the
Acquired Fund's return was 27.27%.
19
Pioneer Global Equity Fund's Annual Returns -- Class A Shares (%)*
(Years ended December 31)
2007 10.37
2008 -39.36
2009 26.96
2010 8.26
2011 -8.20
2012 15.55
2013 28.08
2014 8.25
2015 -1.71
2016 3.85
-----------------------
* During the period shown in the bar chart, the Acquiring Fund's highest
quarterly return was 16.82% for the quarter ended September 30, 2009, and
the lowest quarterly return was -19.26% for the quarter ended December 31,
2008. For the period from January 1, 2017 through June 30, 2017, the
Acquiring Fund's return was 12.92%.
Average Annual Total Returns (%)
(for periods ended December 31, 2016)
Inception
The Acquired Fund 1 Year 5 Years 10 Years Date
-----------------------------------------------------------------------------------------------------------------------
Class A 06/23/94
Return Before Taxes 0.94 -4.49 -3.42
Return After Taxes on Distributions 0.94 -5.11 -3.96
Return After Taxes on Distributions and
Sale of Fund Shares 0.53 -3.22 -2.12
-----------------------------------------------------------------------------------------------------------------------
Class C(1) 6.13 -4.17 -3.65 01/31/96
-----------------------------------------------------------------------------------------------------------------------
Class R 6.89 -3.54 -3.05 04/01/03
-----------------------------------------------------------------------------------------------------------------------
Class Y 7.36 -2.93 -2.38 04/09/98
-----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Capital International
Emerging Markets ND Index (reflects no
deduction for fees, expenses or taxes)(2) 11.19 1.28 1.84 06/23/94
-----------------------------------------------------------------------------------------------------------------------
(1) The performance of Class C shares does not reflect the 1% front-end sales
charge in effect prior to February 1, 2004. If you paid a 1% sales charge,
your returns would be lower than those shown above.
(2) Index values are calculated using net returns. Net returns approximate the
minimum possible dividend reinvestment--the dividend is reinvested after
deduction of withholding tax, applying the highest rate applicable to
non-resident institutional investors who do not benefit from double
taxation treaties.
20
Inception
The Acquiring Fund 1 Year 5 Years 10 Years Date
------------------------------------------------------------------------------------------------------
Class A 12/15/05
Return Before Taxes -2.15 9.03 2.67
Return After Taxes on Distributions -2.44 8.60 2.22
Return After Taxes on Distributions and
Sale of Fund Shares -0.98 7.08 2.03
------------------------------------------------------------------------------------------------------
Class C 3.03 9.42 2.40 12/15/05
------------------------------------------------------------------------------------------------------
Class R 3.60 N/A N/A 07/01/15
------------------------------------------------------------------------------------------------------
Class Y 4.41 10.86 N/A 12/31/08
------------------------------------------------------------------------------------------------------
Morgan Stanley Capital International (MSCI)
World ND Index (reflects no deduction for fees,
expenses or taxes) 7.51 10.41 3.83 12/15/05
------------------------------------------------------------------------------------------------------
Morgan Stanley Capital International (MSCI)
All Country World ND Index (reflects no
deduction for fees, expenses or taxes) 7.86 9.36 3.56 12/15/05
------------------------------------------------------------------------------------------------------
After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on the investor's tax situation
and may differ from those shown. The after-tax returns shown are not relevant
to investors who hold a Pioneer Fund's shares through tax-deferred arrangements
such as 401(k) plans or individual retirement accounts.
After-tax returns are shown only for Class A shares. After-tax returns for
Class C, Class R and Class Y shares of each Pioneer Fund will vary.
Pioneer Emerging Markets Fund Pioneer Global Equity Fund
(the Acquired Fund) (the Acquiring Fund)
---------------------------------------------------------------------------------------------------------------------------
Management fees The fund pays Amundi Pioneer a fee for managing The fund pays Amundi Pioneer a fee for managing
the fund and to cover the cost of providing certain the fund and to cover the cost of providing certain
services to the fund. services to the fund.
Amundi Pioneer's annual fee is equal to 1.10% of Amundi Pioneer's annual fee is equal to 0.75% of the
the fund's average daily net assets up to $1 billion fund's average daily net assets up to $500 million,
and 1.05% of the fund's average daily net assets 0.70% of the next $500 million of the fund's average
over $1 billion. The fee is accrued daily and daily net assets and 0.65% of the fund's average
paid monthly. daily net assets over $1 billion. The fee is accrued
daily and paid monthly.
For the fiscal year ended November 30, 2016, the
fund paid management fees (excluding waivers For the fiscal year ended August 31, 2016, the fund
and/or assumption of expenses) equivalent to paid management fees (excluding waivers and/or
1.10% of the fund's average daily net assets. assumption of expenses) equivalent to 0.64% of the
fund's average daily net assets.
A discussion regarding the basis for the Board of
Trustees' approval of the management contract is A discussion regarding the basis for the Board of
available in the fund's semi-annual report to Trustees' approval of the management contract will
shareholders for the period ended May 31, 2017. be available in the fund's annual report to
shareholders for the period ended August 31, 2017.
---------------------------------------------------------------------------------------------------------------------------
For a comparison of the gross and net expenses of each fund, please see the class fee tables in the
"Comparison of Fees and Expenses" section starting on page 16.
21
Reasons for the Reorganization
The Board of Trustees of the Acquired Fund believes that the proposed
Reorganization will be advantageous to the shareholders of the Acquired Fund
for several reasons. The Trustees considered the following matters, among
others, in approving the Reorganization.
First, the Board considered the similarities and differences in the funds'
investment objectives and principal investment strategies. The Board considered
that your fund and the Acquiring Fund have similar investment objectives to
provide long-term growth of capital. The Board considered that both funds
invest primarily in international equity securities. The Board considered that
your fund normally invests at least 80% of its total assets in securities of
emerging market corporate and government issuers, whereas the Acquiring Fund
normally invests at least 80% of its net assets in equity securities of issuers
located throughout the world. The Board considered that your fund may invest up
to 20% of its total assets in securities of issuers in any developed country
(other than the United States), whereas the Acquiring Fund may invest without
limit in both international developed and emerging markets. The Board
considered that your fund does not invest in securities of issuers located in
the United States, whereas the Acquiring Fund normally invests significantly in
the securities of issuers located in the United States. The Board considered
that your fund may invest in debt securities subject to its policy to invest at
least 80% of its total assets in the securities of emerging market corporate
and government issuers, whereas the Acquiring Fund may invest up to 20% of its
total assets in debt securities, however, the Board noted that both funds
normally emphasize equity securities in their portfolio. The Board concluded
that, taking into account the anticipated benefits to shareholders resulting
from the Reorganization, on balance the Reorganization is in the best interests
of shareholders not withstanding differences in the funds' investment
strategies.
Second, the Board considered that the combined fund will pay a lower
management fee rate than the management fee rate paid by your fund. The Board
concluded that the lower management fee rate of the combined fund supported a
determination that the Reorganization is in the best interests of
shareholders.
Third, the Board considered that the expense ratio of each class of shares
of the combined fund is expected to be lower than the expense ratio of the
corresponding class of shares of your fund, both before and after any
applicable fee waivers or expense reimbursements. The Board concluded that the
expected lower expense ratios of the combined fund supported a determination
that the Reorganization is in the best interests of shareholders.
Fourth, the Board considered that the historical performance of the
Acquiring Fund was higher than the historical performance of your fund for the
three, five and ten-year periods ended June 19, 2017, based on data provided by
Morningstar, Inc. The Board noted that your fund's performance was higher than
the performance of the Acquiring Fund for the one-year period ended June 19,
2017. The Board concluded that the historical performance of each fund was
consistent with the determination that the Reorganization is in the best
interests of shareholders.
Fifth, the Board considered that your fund has not achieved a sufficient
size to allow for more efficient operations and is not likely to do so in the
future. The Board considered that the combined fund may be better positioned to
attract assets than your fund. The Board considered that the larger asset size
of the combined fund may allow it, relative to your fund, to reduce per share
expenses as fixed expenses will be shared over a larger asset base. The Board
concluded that the larger asset size of the combined fund supported a
determination that the Reorganization is in the best interests of
shareholders.
Sixth, the Board considered the ability of the combined fund to utilize
certain tax capital-loss carryforwards in the future, noting that the
Reorganization is expected to limit the combined fund's ability to use your
fund's tax capital-loss carryforwards in future years. The Board concluded
that, taking into account the anticipated benefits to shareholders resulting
from the Reorganization, on balance, the Reorganization is in the best
interests of shareholders and shareholders' interests are not likely to be
materially diluted by any limitation on your fund's tax capital-loss
carryforwards.
Seventh, the Board considered that the Acquired Fund would bear
approximately 25% of the expenses incurred in connection with the
Reorganization, including expenses associated with the preparation, printing
and mailing of any shareholder communications (including this Information
Statement/Prospectus), any filings with the SEC and other governmental agencies
in connection with the Reorganization, audit fees and legal fees, and the
Acquiring Fund would likewise bear approximately 25% of these costs. The Board
considered that Amundi Pioneer would bear the remaining 50% of the expenses
incurred in connection with the Reorganization. In approving the allocation of
Reorganization costs, the Board considered information provided by Amundi
Pioneer with respect to the relative short-term economic benefits and costs to
shareholders anticipated to result from the Reorganization. The Board concluded
that the allocation of Reorganization costs was consistent with a determination
that the Reorganization is in the best interests of shareholders.
22
Eighth, the Board considered that it is anticipated that a significant
number of holdings of the Acquired Fund will not be consistent with the
combined fund's long-term investment strategy or not transferable based on
non-U.S. jurisdiction, and that such positions will be sold in connection with
the Reorganization. The Board considered that the disposition of securities
prior to and following the Reorganization is expected to result in capital
gains to the Acquired Fund and the combined fund, respectively, but that it is
expected that such capital gains will be offset by available tax capital-loss
carryforwards, and, accordingly, that no material distribution to shareholders
as a result of the disposition of securities is anticipated. The Board noted
that the disposition of securities prior to the Reorganization is expected to
result in brokerage expense to the Acquired Fund of approximately $160,000 and
that the disposition of securities following the Reorganization is expected to
result in brokerage expense to the combined fund of approximately $50,000.
However, the Board considered that the actual tax consequences of any
disposition of portfolio securities will vary depending upon the specific
security(ies) being sold.
Ninth, the Board considered that the Reorganization, itself, generally is
not expected to result in income, gain or loss being recognized for federal
income tax purposes by your fund, the Acquiring Fund or by the shareholders of
either fund. The Board concluded that the expected tax consequences of the
Reorganization were consistent with a determination that the Reorganization is
in the best interests of shareholders.
Tenth, the Board considered that the funds' investment adviser and
principal distributor would benefit from the Reorganization. For example,
Amundi Pioneer might achieve cost savings from managing one larger fund
compared to managing more than one fund with similar investment strategies. The
consolidated portfolio management effort also might result in time and
personnel savings and the preparation of fewer reports and regulatory filings,
as well as prospectus disclosure, for one fund instead of two. The Board
believes that the Reorganization, in the long-term, could result in a decrease
in the combined fund's gross expenses.
Eleventh, the Board also considered that the Reorganization presents an
excellent opportunity for the shareholders of each fund to become investors in
a combined fund that has a larger asset size than either fund alone without the
obligation to pay commissions or other transaction costs that a fund normally
incurs when purchasing securities. This opportunity provides an economic
benefit to both funds and their shareholders.
BOARDS' EVALUATION OF THE REORGANIZATION
For the reasons described above, the Board of Trustees of your fund,
including the Independent Trustees, approved the Reorganization. In particular,
the Board of Trustees determined that the Reorganization is in the best
interests of your fund and that the interests of your fund's shareholders would
not be diluted as a result of the Reorganization. Similarly, the Board of
Trustees of the Acquiring Fund, including the Independent Trustees, approved
the Reorganization. The Trustees also determined that the Reorganization is in
the best interests of that fund and that the interests of the shareholders of
that fund would not be diluted as a result of the Reorganization.
23
CAPITALIZATION
The following table sets forth the capitalization of each Pioneer Fund as
of August 1, 2017, and the pro forma combined capitalization of the combined
fund as if the Reorganization occurred on that date. The actual exchange ratios
on the Closing Date may vary from the exchange ratios indicated. This is due to
changes in the market value of the portfolio securities of the Pioneer Funds
between August 1, 2017 and the Closing Date, changes in the amount of
undistributed net investment income and net realized capital gains of the
Pioneer Funds during that period resulting from income and distributions, and
changes in the accrued liabilities of the Pioneer Funds during the same
period.
Combined Pioneer
Global Equity Pro Forma
Pioneer Pioneer Fund Combined Pioneer
Emerging Markets Global Equity Pro Forma Global Equity
Fund Fund Adjustments(1) Fund
(August 1, 2017) (August 1, 2017) (August 1, 2017) (August 1, 2017)
-------------------------------------------------------------------------------------------------------------
Net Assets
Class A .............. $ 81,250,966 $ 77,787,692 $(34,457) $159,004,201
Class C .............. $ 14,179,455 $ 12,234,351 $ (5,775) $ 26,408,031
Class K .............. $ -- $ 56,566,356 $(10,067) $ 56,556,289
Class R .............. $ 20,913,877 $ 18,040,502 $ (8,517) $ 38,945,862
Class Y .............. $ 6,846,652 $ 10,940,846 $ (3,684) $ 17,783,814
Total Net Assets .......... $123,190,950 $175,569,747 $(62,500) $298,698,197
Net Asset Value Per Share
Class A .............. $ 21.36 $ 15.74 -- $ 15.74
Class C .............. $ 17.37 $ 15.40 -- $ 15.40
Class K .............. $ -- $ 15.78 -- $ 15.78
Class R .............. $ 20.34 $ 15.63 -- $ 15.63
Class Y .............. $ 23.65 $ 15.80 -- $ 15.80
Shares Outstanding
Class A .............. 3,804,267 4,940,806 -- 10,102,875
Class C .............. 816,388 794,580 -- 1,715,324
Class K .............. -- 3,585,591 -- 3,585,591
Class R .............. 1,028,144 1,154,024 -- 2,492,084
Class Y .............. 289,504 692,549 -- 1,125,881
(1) The pro forma data reflects adjustments to account for the combined
expenses of the Reorganization borne by the Acquired Fund and the
Acquiring Fund. The expenses of the Reorganization borne by the funds are
estimated in the aggregate to be $62,500. Amundi Pioneer will bear the
remaining expenses of the Reorganization.
It is impossible to predict how many shares of the combined fund will
actually be received and distributed by your fund on the Closing Date. The
table should not be relied upon to determine the amount of combined fund shares
that will actually be received and distributed.
24
OTHER IMPORTANT INFORMATION CONCERNING THE REORGANIZATION
Portfolio Securities
After the closing of the Reorganization, management will analyze and
evaluate the portfolio securities of the combined fund. Consistent with the
combined fund's investment objective and policies, any restrictions imposed by
the Code and in the best interests of the shareholders of the combined fund,
management will influence the extent and duration to which the portfolio
securities of your fund and the Acquiring Fund will be maintained by the
combined fund. It is possible that, although it is not necessary to dispose of
portfolio securities in order to effect the Reorganization, the portfolio
manager of the combined fund may conclude that some of the holdings of the
combined fund are not consistent with the combined fund's long-term investment
strategy, and, accordingly, there may be dispositions of some of the portfolio
securities of the combined fund following the Reorganization. Subject to market
conditions at the time of any such disposition, the disposition of the
portfolio securities by the combined fund may result in a capital gain or loss.
The actual tax consequences of any disposition of portfolio securities will
vary depending upon the specific security(ies) being sold, other capital gains
and losses that may be recognized, and the combined fund's ability to use any
available tax loss carryforwards. The disposition of portfolio securities also
may result in significant brokerage expense to the combined fund.
Tax Capital Loss Carryforwards
Federal income tax law generally permits a regulated investment company to
carry forward indefinitely net capital losses from any taxable year to offset
its capital gains. Presently, the net capital loss carryforwards of the
Acquired Fund and the Acquiring Fund from their prior taxable years can be
summarized as follows:
Fund Capital Loss Carryforward
--------------------------------------------------------------------------------
Pioneer Emerging Markets Fund $29,798,844
--------------------------------------------------------------------------------
Pioneer Global Equity Fund $ 6,514,026
--------------------------------------------------------------------------------
For the period ending on the Closing Date, each fund may have net realized
capital gains or losses, and as of the Closing Date a fund may also have net
unrealized capital gains or losses.
The Reorganization may result in a number of additional limitations on the
combined fund's ability to use realized and unrealized losses of the combining
funds. The discussion below describes the limitations that may apply based on
the funds' tax attributes and relative net asset values as of July 31, 2017.
Since the Reorganization is not expected to close until November 17, 2017, the
net current-year realized capital gains and losses and net unrealized capital
gains and losses and the effect of the limitations described may change
significantly between now and the completion of the Reorganization. Further,
the ability of your fund and the Acquiring Fund to use capital losses to offset
gains (even in the absence of the Reorganization) depends on factors other than
loss limitations, such as the future realization of capital gains or losses.
First, in the tax year of the combined fund in which the Reorganization
occurs, the combined fund will be able to use carryforwards of your fund's
capital losses (including from your fund's short taxable year ending on the
Closing Date), subject to the limitations described in the following
paragraphs, to offset only a prorated portion of the combined fund's capital
gains for such tax year, based on the number of days remaining in the combined
fund's tax year after the Closing Date.
Second, the Reorganization is expected to result in a limitation on the
combined fund's ability to use your fund's capital loss carryforwards in
subsequent tax years. This limitation, imposed by Section 382 of the Internal
Revenue Code, will apply if your fund's shareholders own less than 50% of the
combined fund immediately after the Reorganization. This limitation is imposed
on an annual basis. The annual limitation described in this paragraph for
periods following the Reorganization generally will equal the product of the
net asset value of your Fund immediately prior to the Reorganization and the
"long-term tax-exempt rate," published by the Internal Revenue Service, in
effect at the time of the Reorganization (as of July 31, 2017, the annual
limitation would be $2,549,783). This limitation may be prorated in the taxable
year in which the Reorganization occurs based on the number of days remaining
after the Closing Date in such taxable year.
Third, the Reorganization may result in limitations on the combined fund's
ability to use loss carryforwards of the Acquiring Fund, a portion of losses
recognized by the Acquiring Fund in the taxable year in which the
Reorganization occurs, and, in certain cases, a net unrealized loss inherent in
the assets of the Acquiring Fund at the time of the Reorganization to offset
gains realized after the Reorganization
25
that are attributable to unrealized capital gains of your fund as of the
Closing Date. That limitation will generally apply if your fund's unrealized
capital gains as of the Closing Date are greater than $10,000,000 or 15% of the
fair market value of your fund's assets as of the Closing Date.
Fourth, the Reorganization may result in a limitation on the combined
fund's ability to use capital loss carryforwards of your fund (including any
net loss from your fund's short taxable year ending on the date of the
Reorganization) and, in certain cases, a net unrealized loss inherent in the
assets of your fund at the time of the Reorganization to offset gains realized
after the Reorganization that are attributable to unrealized capital gains in
the Acquiring Fund's assets immediately prior to the Reorganization. This
limitation will generally apply if the Acquiring Fund's unrealized capital
gains as of the date of the Reorganization are greater than $10,000,000 or 15%
of the fair market value of its assets as of the Closing Date.
As of July 31, 2017, the funds had the following current-year net realized
capital gains and net unrealized gains:
Fund Current-Year Realized Capital Gains Net Unrealized Gains
------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund $ 36,378 $18,634,227
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Pioneer Global Equity Fund $12,261,037 $27,418,077
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Fifth, any capital loss carryforwards from prior years, any net
current-year capital losses, and, potentially, any unrealized capital losses
will benefit the shareholders of the combined fund, rather than only the
shareholders of the combining fund that incurred the loss.
26
TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION
The Reorganization
o The Reorganization is scheduled to occur as of the close of business
on November 17, 2017 but may occur on such later date as the parties
may agree to in writing.
o The Acquired Fund will transfer all of its assets to the Acquiring
Fund. The Acquiring Fund will assume all of your fund's liabilities.
The net asset value of both Pioneer Funds will be computed as of the
close of regular trading on the New York Stock Exchange on the
Closing Date.
o The Acquiring Fund will issue Class A, Class C, Class R and Class Y
shares to the Acquired Fund with an aggregate net asset value equal
to the aggregate net asset value of the Acquired Fund's Class A,
Class C, Class R and Class Y shares, respectively.
o Shares of the Acquiring Fund will immediately be distributed to you
on a class-by-class basis in proportion to the relative net asset
value of your holdings of shares of each class of the Acquired Fund
on the Closing Date. As a result, the Acquired Fund's Class A, Class
C, Class R and Class Y shareholders will end up as Class A, Class C,
Class R and Class Y shareholders, respectively, of the Acquiring
Fund. The shares of each class of Acquiring Fund shares that you
receive in the Reorganization will have the same aggregate net asset
value as your holdings of shares of the corresponding class of the
Acquired Fund immediately prior to the Reorganization. The net asset
value attributable to a class of shares of each fund will be
determined using the Pioneer Funds' valuation policies and
procedures. Each fund's valuation policies and procedures are
identical.
o After the shares are issued, the Acquired Fund will be dissolved.
o No sales load, contingent deferred sales charge, commission,
redemption fee or other transactional fee will be charged as a
result of the Reorganization. After the Reorganization, any
contingent deferred sales charge that applied to Class A (if
applicable) or Class C shares of the Acquired Fund at the time of
the Reorganization will continue to apply for the remainder of the
applicable holding period at the time of the Reorganization. In
calculating any applicable contingent deferred sales charge, the
period during which you held your shares will be included in the
holding period of the shares of the combined fund you receive as a
result of the Reorganization.
o The Reorganization, itself, generally is not expected to result in
gain or loss being recognized for federal income tax purposes by
shareholders of either Pioneer Fund, or by either your fund or the
Acquiring Fund, except as set forth below under the heading "Tax
Status of the Reorganization." The Reorganization will not take
place unless both funds receive a tax opinion from Morgan, Lewis &
Bockius LLP, counsel to the funds, as described below under the
heading "Tax Status of the Reorganization".
Agreement and Plan of Reorganization
The Agreement and Plan of Reorganization with respect to the
Reorganization is attached as Exhibit A to this Information
Statement/Prospectus. Material provisions of the Agreement and Plan of
Reorganization are described below, but are qualified in their entirety by the
attached copy.
Cancellation of Share Certificates. If your shares are represented by one
or more share certificates before the Closing Date, on the Closing Date all
certificates will be canceled, will no longer evidence ownership of the
Acquired Fund's shares and will evidence ownership of shares of the combined
fund. The combined fund will not issue share certificates in the
Reorganization.
Conditions to Closing the Reorganization. The obligation of the Acquired
Fund to consummate the Reorganization is subject to the satisfaction of certain
conditions, including the performance by the Acquiring Fund of all its
obligations under the Agreement and Plan of Reorganization and the receipt of
all consents, orders and permits necessary to consummate the Reorganization
(see Agreement and Plan of Reorganization, Section 6).
The obligation of the Acquiring Fund to consummate the Reorganization is
subject to the satisfaction of certain conditions, including the Acquired
Fund's performance of all of its obligations under the Agreement and Plan of
Reorganization, the receipt of certain documents and financial statements from
that fund and the receipt of all consents, orders and permits necessary to
consummate the Reorganization (see Agreement and Plan of Reorganization,
Section 7).
The funds' obligations are subject to the receipt of a favorable opinion
of Morgan, Lewis & Bockius LLP as to the federal income tax consequences of the
Reorganization (see Agreement and Plan of Reorganization, Section 8.4).
27
Termination of Agreement and Plan of Reorganization. The Board of Trustees
of either fund may terminate the Agreement and Plan of Reorganization at any
time before the Closing Date, if the Board believes that proceeding with the
Reorganization would no longer be in the best interests of shareholders of the
applicable fund.
Expenses of the Reorganization. Each fund will bear approximately 25% of
the expenses incurred in connection with the Reorganization, including expenses
associated with the preparation, printing and mailing of any shareholder
communications (including this Information Statement/Prospectus), any filings
with the SEC and other governmental agencies in connection with the
Reorganization, audit fees and legal fees ("Reorganization Costs"). Amundi
Pioneer will bear the remaining 50% of the Reorganization Costs.
TAX STATUS OF THE REORGANIZATION
The Reorganization is conditioned upon the receipt by each fund of an
opinion from Morgan, Lewis & Bockius LLP, counsel to the Pioneer Funds,
substantially to the effect that, for federal income tax purposes:
o The transfer to the Acquiring Fund of all of your fund's assets in
exchange solely for the issuance of the Acquiring Fund's shares to
your fund and the assumption of all of your fund's liabilities by
the Acquiring Fund, followed by the distribution of the Acquiring
Fund's shares to the shareholders of your fund in complete
liquidation of your fund, will constitute a "reorganization" within
the meaning of Section 368(a) of the Internal Revenue Code, and each
of your fund and the Acquiring Fund will be a "party to a
reorganization" within the meaning of Section 368(b) of the Internal
Revenue Code;
o No gain or loss will be recognized by your fund in the
Reorganization upon (1) the transfer of all of its assets to the
Acquiring Fund and the assumption of all of its liabilities by the
Acquiring Fund as described above or (2) the distribution by your
fund of the Acquiring Fund's shares to your fund's shareholders in
complete liquidation of your fund, except for (A) any gain or loss
that may be recognized with respect to "section 1256 contracts" as
defined in Section 1256(b) of the Internal Revenue Code, (B) any
gain that may be recognized on the transfer of stock in a "passive
foreign investment company" as defined in Section 1297(a) of the
Internal Revenue Code, and (C) any other gain or loss that may be
required to be recognized as a result of the closing of your fund's
taxable year or upon the transfer of an asset regardless of whether
such transfer would otherwise be a non-recognition transaction under
the Internal Revenue Code;
o The tax basis in the hands of the Acquiring Fund of the assets of
your fund transferred to the Acquiring Fund in the Reorganization
will be the same as the tax basis of the assets in the hands of your
fund immediately before the transfer of the assets, increased by the
amount of gain (or decreased by the amount of loss), if any,
recognized by your fund on the transfer;
o The holding period in the hands of the Acquiring Fund of each asset
of your fund transferred to the Acquiring Fund in the
Reorganization, other than assets with respect to which gain or loss
is required to be recognized in the Reorganization, will include the
period during which that asset was held by your fund (except where
investment activities of the Acquiring Fund will have the effect of
reducing or eliminating the holding period with respect to an
asset);
o No gain or loss will be recognized by the Acquiring Fund upon its
receipt of your fund's assets solely in exchange for shares of the
Acquiring Fund and the assumption of your fund's liabilities as part
of the Reorganization;
o You will not recognize gain or loss upon the exchange of your shares
for shares of the Acquiring Fund as part of the Reorganization;
o The aggregate tax basis of the Acquiring Fund shares you receive in
the Reorganization will be the same as the aggregate tax basis of
the shares of your fund that you surrender in the exchange; and
o The holding period of the Acquiring Fund shares you receive in the
Reorganization will include the holding period of the shares of your
fund that you surrender in the exchange, provided that you hold the
shares of your fund as capital assets on the date of the exchange.
In rendering such opinion, counsel shall rely upon, among other things,
certain facts, assumptions and representations of your fund and the Acquiring
Fund. The condition that each fund receives such an opinion may not be waived
by either fund.
No tax ruling has been or will be received from the Internal Revenue
Service ("IRS") in connection with the Reorganization. An opinion of counsel is
not binding on the IRS or a court, and no assurance can be given that the IRS
would not assert, or a court would not sustain, a contrary position.
Immediately prior to the Reorganization, your fund is expected to declare
and pay a dividend, which, together with all previous dividends, is intended to
have the effect of distributing to your fund's shareholders all of your fund's
investment company taxable income (computed without regard to the
dividends-paid deduction), all of its net tax-exempt income, and all of its net
capital gain (after deduction
28
of any available capital loss carryover) for taxable years ending on or prior
to the Closing. The amount of such distribution is estimated as of July 31,
2017 to be as set forth in the table below. The amount set forth in the table
below is an estimate based on your fund's income and capital gains expected to
be realized as if its taxable year ended on the Closing Date. Amounts actually
distributed to shareholders immediately prior to the Reorganization may be
higher or lower than the amounts set forth in the table below.
Fund Distribution Amount (per share)
--------------------------------------------------------------------------------
Pioneer Emerging Markets Fund $ --
--------------------------------------------------------------------------------
Any such distributions will generally result in taxable income to you.
The foregoing discussion is very general and does not take into account
any considerations that may apply to certain classes of taxpayers who are
subject to special circumstances, such as shareholders who are not citizens of
or residents of the United States, insurance companies, tax-exempt
organizations, financial institutions, dealers in securities or foreign
currencies, or persons who hold their shares as part of a straddle or
conversion transaction. You should consult your tax adviser for the particular
tax consequences to you of the transaction, including the applicability of any
state, local or foreign tax laws.
29
CLASSES OF SHARES OF THE FUNDS
The table below provides information regarding the characteristics and fee
structure of Class A, Class C, Class R and Class Y shares of the Pioneer Funds.
The policies disclosed below apply to each Pioneer Fund.
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Class A sales charges The Class A shares of each Pioneer Fund have the same characteristics and fee structure.
and fees o Class A shares are offered with an initial sales charge of up to 5.75% of the offering price, which is
reduced or waived for large purchases and certain types of investors. At the time of your purchase, your
investment firm may receive a commission from the distributor of up to 5%, declining as the size of your
investment increases.
o There is no contingent deferred sales charge, except in certain circumstances when no initial sales
charge is charged.
o Class A shares are subject to distribution and service (12b-1) fees of 0.25% of average daily net
assets.
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Class C sales charges The Class C shares of each Pioneer Fund have the same characteristics and fee structure.
and fees o Class C shares are offered without an initial sales charge.
o Class C shares are subject to a contingent deferred sales charge of 1% if you sell your shares within
one year of purchase. Your investment firm may receive a commission from the distributor at the time
of your purchase of up to 1%.
o Class C shares are subject to distribution and service (12b-1) fees of 1.00% of average daily net
assets.
o Class C shares do not convert to another share class.
o The maximum purchase amount (per transaction) for Class C shares is $499,999.
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Class R sales charges The Class R shares of each Pioneer Fund have the same characteristics and fee structure.
and fees o Class R shares are offered without an initial sales charge.
o Class R shares are not subject to a contingent deferred sales charge.
o Class R shares are subject to distribution (12b-1) fees of 0.50% of average daily net assets. A separate
service plan provides for payment to financial intermediaries of up to 0.25% of average daily net
assets.
o Class R shares are generally available only through certain tax-deferred retirement plans and
related accounts.
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Class Y sales charges The Class Y shares of each Pioneer Fund have the same characteristics and fee structure.
and fees o Class Y shares are offered without an initial sales charge.
o Class Y shares are not subject to a contingent deferred sales charge.
o Class Y shares are not subject to distribution and service (12b-1) fees.
o Initial investments are subject to a $5 million investment minimum, which may be waived in some
circumstances.
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30
BUYING, EXCHANGING AND SELLING SHARES OF THE FUNDS
The table below provides information regarding how to buy, exchange and
sell shares of the Pioneer Funds. The policies disclosed below apply to each
Pioneer Fund.
Buying, Exchanging and Selling Shares
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Buying shares You may buy fund shares from any financial intermediary that has a sales agreement or other arrangement with
the distributor.
You can buy shares at net asset value per share plus any applicable sales charge. The distributor may reject any
order until it has confirmed the order in writing and received payment. Normally, your financial intermediary will
send your purchase request to the fund's transfer agent. Consult your investment professional for more
information. Your investment firm receives a commission from the distributor, and may receive additional
compensation from Amundi Pioneer, for your purchase of fund shares.
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Minimum initial Your initial investment for Class A or Class C shares must be at least $1,000. Additional investments
investment must be at least $100 for Class A shares and $500 for Class C shares. The initial investment for Class Y
shares must be at least $5 million. This amount may be invested in one or more of the Pioneer mutual
funds that currently offer Class Y shares. There is no minimum additional investment amount for Class Y
shares. There is no minimum investment amount for Class R shares.
You may qualify for lower initial or subsequent investment minimums if you are opening a retirement
plan account, establishing an automatic investment plan or placing your trade through your investment
firm. The fund may waive the initial or subsequent investment minimums. Minimum investment amounts
may be waived for, among other things, share purchases made through certain mutual fund programs
(e.g., asset based fee program accounts) sponsored by qualified intermediaries, such as broker-dealers
and investment advisers, that have entered into an agreement with Amundi Pioneer.
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Maximum purchase Purchases of each Pioneer Fund shares are limited to $499,999 for Class C shares. These limits are applied on
amounts a per transaction basis. There is no maximum purchase for Class A, Class R or Class Y shares.
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Exchanging shares You may, under certain circumstances, exchange your shares for shares of the same class of another Pioneer
mutual fund.
Your exchange request must be for at least $1,000. The fund allows you to exchange your shares at net asset
value without charging you either an initial or contingent deferred sales charge at the time of the exchange.
Shares you acquire as part of an exchange will continue to be subject to any contingent deferred sales charge
that applies to the shares you originally purchased. When you ultimately sell your shares, the date of your
original purchase will determine your contingent deferred sales charge.
Before you request an exchange, consider each fund's investment objective and policies as described in the
fund's prospectus. You generally will have to pay income taxes on an exchange.
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Selling shares Your shares will be sold at the share price (net asset value less any applicable sales charge) next calculated
after the fund or its authorized agent, such as a broker-dealer, receives your request in good order. If a
signature guarantee is required, you must submit your request in writing.
If the shares you are selling are subject to a deferred sales charge, it will be deducted from the sale proceeds.
Each Pioneer Fund generally will send your sale proceeds by check, bank wire or electronic funds transfer. Your
redemption proceeds normally will be sent within 1 business day after your request is received in good order,
but in any event within 7 days, regardless of the method the Pioneer Fund uses to make such payment. If you
recently sent a check to purchase the shares being sold, the Pioneer Fund may delay payment of the sale
proceeds until your check has cleared. This may take up to 10 calendar days from the purchase date.
Your redemption proceeds may be delayed, or your right to receive redemption proceeds suspended, if the New
York Stock Exchange is closed (other than on weekends or holidays) or trading is restricted, if the Securities
and Exchange Commission determines an emergency or other circumstances exist that make it impracticable
for a Pioneer Fund to sell or value its portfolio securities, or otherwise as permitted by the rules of or by the
order of the Securities and Exchange Commission.
If you are selling shares from a non-retirement account or certain IRAs, you may use any of the methods
described below. If you are selling shares from a retirement account other than an IRA, you must make your
request in writing.
You generally will have to pay income taxes on a sale.
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31
Buying, Exchanging and Selling Shares
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If you must use a written request to exchange or sell your shares and your account is registered in the name of a
corporation or other fiduciary you must include the name of an authorized person and a certified copy of a current
corporate resolution, certificate of incumbency or similar legal document showing that the named individual is
authorized to act on behalf of the record owner.
Under normal circumstances, a Pioneer Fund expects to meet redemption requests by using cash or cash
equivalents in its portfolio and/or selling portfolio assets to generate cash. Each Pioneer Fund also may pay
redemption proceeds using cash obtained through a committed, unsecured revolving credit facility, an
interfund lending facility, and other borrowing arrangements that may be available from time to time.
Each Pioneer Fund reserves the right to redeem in kind, that is, to pay all or a portion of your redemption
proceeds by giving you securities. Securities you receive this way may increase or decrease in value while you
hold them and you may incur brokerage and transaction charges and tax liability when you convert the
securities to cash. Each Pioneer Fund may redeem in kind at a shareholder's request or, for example, if the
Pioneer Fund reasonably believes that a cash redemption may have a substantial impact on the Pioneer Fund
and its remaining shareholders. During periods of stressed market conditions, a Pioneer Fund may be more
likely to pay redemption proceeds by giving you securities.
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Net asset The fund's net asset value is the value of its securities plus any other assets minus its accrued operating
value expenses and other liabilities. The fund calculates a net asset value for each class of shares every day the New
York Stock Exchange is open as of the scheduled close of regular trading (normally 4:00 p.m. Eastern time). If
the New York Stock Exchange closes at another time, the fund will calculate a net asset value for each class of
shares as of the scheduled closing time. On days when the New York Stock Exchange is closed for trading,
including certain holidays listed in the statement of additional information, a net asset value is not calculated.
The fund's most recent net asset value is available on the fund's website, us.pioneerinvestments.com.
The fund generally values its equity securities and certain derivative instruments that are traded on an exchange
using the last sale price on the principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices are available, are valued at 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, 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 fund may use a fair value model developed by
an independent pricing service to value non-U.S. equity securities.
The fund generally values debt securities and certain derivative instruments by using the prices supplied by
independent third party pricing services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value methods or techniques to
provide an estimated value of the security or instrument. A pricing matrix is a means of valuing a debt security
on the basis of current market prices for other debt securities, historical trading patterns in the market for fixed
income securities and/or other factors. Non-U.S. debt securities that are listed on an exchange will be valued at
the bid price obtained from an independent third party pricing service.
To the extent that the fund invests in shares of other mutual funds that are not traded on an exchange, such
shares of other mutual funds are valued at their net asset values as provided by those funds. The prospectuses
for those funds explain the circumstances under which those funds will use fair value pricing methods and the
effects of using fair value pricing methods.
The valuations of securities traded in non-U.S. markets and certain fixed income securities will generally be
determined as of the earlier closing time of the markets on which they primarily trade. When the fund holds
securities or other assets that are denominated in a foreign currency, the fund will normally use the currency
exchange rates as of 3:00 p.m. (Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the fund does not price its shares. Therefore, the value of the fund's shares may change on days
when you will not be able to purchase or redeem fund shares.
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32
Buying, Exchanging and Selling Shares
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When independent third party pricing services are unable to supply prices for an investment, or when prices or
market quotations are considered by Amundi Pioneer to be unreliable, the value of that security may be determined
using quotations from one or more broker-dealers. When such prices or quotations are not available, or when they are
considered by Amundi Pioneer to be unreliable, the fund uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The fund also may use fair value methods if it is determined that a
significant event has occurred between the time at which a price is determined and the time at which the fund's net
asset value is calculated. Because the fund may invest in securities rated below investment grade -- some of which
may be thinly traded and for which prices may not be readily available or may be unreliable -- the fund may use
fair value methods more frequently than funds that primarily invest in securities that are more widely traded.
Valuing securities using fair value methods may cause the net asset value of the fund's shares to differ from the
net asset value that would be calculated only using market prices.
The prices used by the fund to value its securities may differ from the amounts that would be realized if these
securities were sold and these differences may be significant, particularly for securities that trade in relatively
thin markets and/or markets that experience extreme volatility.
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33
ADDITIONAL INFORMATION ABOUT THE PIONEER FUNDS
Investment adviser
Amundi Pioneer Asset Management, Inc., as each fund's investment adviser (the
"Adviser"), selects the fund's investments and oversees the fund's operations.
Amundi Pioneer is an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Amundi, one of the world's largest
asset managers, is headquartered in Paris, France. As of June 30, 2017, Amundi
had more than $1.5 trillion in assets under management worldwide. As of June
30, 2017, Amundi Pioneer (and its U.S. affiliates) had over $74 billion in
assets under management.
Amundi Pioneer Asset Management, Inc.'s main office is at 60 State Street,
Boston, Massachusetts 02109.
The firm's U.S. mutual fund investment history includes creating one of the
first mutual funds in 1928.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world, including the funds'
investment adviser. 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. Prior to July 3, 2017, the funds' investment adviser was named Pioneer
Investment Management, Inc. A new investment management contract between each
fund and the investment adviser became effective on July 3, 2017.
The Adviser has received an order from the Securities and Exchange Commission
that permits Amundi Pioneer, subject to the approval of each Pioneer Fund's
Board of Trustees, to hire and terminate a subadviser that is not affiliated
with Amundi Pioneer (an "unaffiliated subadviser") or to materially modify an
existing subadvisory contract with an unaffiliated subadviser for the Pioneer
Fund without shareholder approval. Amundi Pioneer retains the ultimate
responsibility to oversee and recommend the hiring, termination and replacement
of any unaffiliated subadviser.
Portfolio managers
Day-to-day management of the Acquiring Fund's portfolio is the responsibility
of Marco Pirondini and David Glazer. Mr. Pirondini and Mr. Glazer may draw upon
the research and investment management expertise of the firm's research teams,
which provide fundamental and quantitative research on companies on a global
basis, and include members from one or more of Amundi Pioneer's affiliates.
Mr. Pirondini, Executive Vice President, Head of Equities U.S., has served as a
portfolio manager of the Acquiring Fund since 2010. From 2004 until 2010, Mr.
Pirondini was Global Chief Investment Officer of Amundi Pioneer, overseeing
equity, fixed income, balanced, and quantitative portfolio management, and
quantitative and fundamental research divisions. Mr. Pirondini joined a
predecessor organization to Amundi Pioneer in 1991.
Mr. Glazer, Senior Vice President of Pioneer, has served as portfolio manager
of the Acquiring Fund since 2012. Mr. Glazer served as Vice President, Senior
Analyst and Co-Portfolio Manager at Franklin Templeton Global Advisers from
2005 until 2012, specializing in global and international
small/mid-capitalization strategies.
Distributor
Amundi Pioneer Distributor, Inc. is each Pioneer Fund's distributor. Each
Pioneer Fund compensates the distributor for its services. The distributor is
an affiliate of Amundi Pioneer. Prior to July 3, 2017, the funds' distributor
was named Pioneer Funds Distributor, Inc.
Disclosure of portfolio holdings
Each Pioneer Fund's policies and procedures with respect to the disclosure of
its portfolio securities are described in the fund's statement of additional
information.
Distribution and service arrangements
-------------------------------------
Distribution Plan
Each Pioneer Fund has adopted a distribution plan for its Class A, Class C and
Class R shares in accordance with Rule 12b-1 under the 1940 Act. Under each
plan, a Pioneer Fund pays distribution and service fees to the distributor.
Because these fees are an ongoing expense of a Pioneer Fund, over time they
increase the cost of your investment and your shares may cost more than shares
that are subject to other types of sales charges.
34
Class R shares service plan
Each Pioneer Fund has adopted a separate service plan for Class R shares. Under
the service plan, the fund may pay securities dealers, plan administrators or
other financial intermediaries who agree to provide certain services to plans
or plan participants holding shares of the Pioneer Fund a service fee of up to
0.25% of average daily net assets attributable to Class R shares held by such
plan participants. The services provided under the service plan include acting
as a shareholder of record, processing purchase and redemption orders,
maintaining participant account records and answering participant questions
regarding the Pioneer Fund.
Additional Payments to Financial Intermediaries
Your financial intermediary may receive compensation from a Pioneer Fund,
Amundi Pioneer or its affiliates for the sale of fund shares and related
services. Compensation may include sales commissions and distribution and
service (Rule 12b-1) fees, as well as compensation for administrative services
and transaction processing.
Amundi Pioneer or its affiliates may make additional payments to your financial
intermediary. These payments may provide your financial intermediary with an
incentive to favor the Pioneer funds over other mutual funds or assist the
distributor in its efforts to promote the sale of a Pioneer Fund's shares.
Financial intermediaries include broker-dealers, banks (including bank trust
departments), registered investment advisers, financial planners, retirement
plan administrators and other types of intermediaries.
Amundi Pioneer or its affiliates make these additional payments (sometimes
referred to as "revenue sharing") to financial intermediaries out of its own
assets, which may include profits derived from services provided to a Pioneer
Fund, or from the retention of a portion of sales charges or distribution and
service fees. Amundi Pioneer may base these payments on a variety of criteria,
including the amount of sales or assets of the Pioneer funds attributable to
the financial intermediary or as a per transaction fee.
Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Amundi Pioneer determines which firms to
support and the extent of the payments it is willing to make, generally
choosing firms that have a strong capability to effectively distribute shares
of the Pioneer funds and that are willing to cooperate with Amundi Pioneer's
promotional efforts. Amundi Pioneer also may compensate financial
intermediaries (in addition to amounts that may be paid by the fund) for
providing certain administrative services and transaction processing services.
Amundi Pioneer may benefit from revenue sharing if the intermediary features
the Pioneer funds in its sales system (such as by placing certain Pioneer funds
on its preferred fund list or giving access on a preferential basis to members
of the financial intermediary's sales force or management). In addition, the
financial intermediary may agree to participate in the distributor's marketing
efforts (such as by helping to facilitate or provide financial assistance for
conferences, seminars or other programs at which Amundi Pioneer personnel may
make presentations on the Pioneer funds to the intermediary's sales force). To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Amundi Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets. The intermediary may earn a profit on these payments if the amount of
the payment to the intermediary exceeds the intermediary's costs.
The compensation that Amundi Pioneer pays to financial intermediaries is
discussed in more detail in a Pioneer Fund's statement of additional
information. Your intermediary may charge you additional fees or commissions
other than those disclosed in this prospectus. Intermediaries may categorize
and disclose these arrangements differently than in the discussion above and in
the statement of additional information. You can ask your financial
intermediary about any payments it receives from Amundi Pioneer or the Pioneer
funds, as well as about fees and/or commissions it charges.
Amundi Pioneer and its affiliates may have other relationships with your
financial intermediary relating to the provision of services to the Pioneer
funds, such as providing omnibus account services or effecting portfolio
transactions for the Pioneer funds. If your intermediary provides these
services, Amundi Pioneer or the Pioneer funds may compensate the intermediary
for these services. In addition, your intermediary may have other relationships
with Amundi Pioneer or its affiliates that are not related to the Pioneer
funds.
Choosing a Class of Shares
--------------------------
See "Classes of Shares of the Funds" for information regarding the
characteristics and fee structure of Class A, Class C, Class R and Class Y
shares of the Pioneer Funds. In addition to the Class A, Class C, Class R and
Class Y shares to be issued in the Reorganization, the Acquiring Fund also
offers other classes of shares. This Information Statement/Prospectus relates
only to the Class A, Class C, Class R and Class Y shares to be issued in the
Reorganization.
Each class has different eligibility requirements, sales charges and
expenses, allowing you to choose the class that best meets your needs.
35
Factors you should consider include:
o The eligibility requirements that apply to purchases of a particular
share class
o The expenses paid by each class
o The initial sales charges and contingent deferred sales charges
("CDSCs"), if any, applicable to each class
o Whether you qualify for any reduction or waiver of sales charges
o How long you expect to own the shares
o Any services you may receive from a financial intermediary
Your investment professional can help you determine which class meets your
goals. Your investment professional or financial intermediary may receive
different compensation depending upon which class you choose.
For information on each Pioneer Fund's expenses, please see "Comparison of Fees
and Expenses." The availability of certain sales charge waivers and discounts
may depend on whether you purchase your shares directly from the fund or
through a financial intermediary. Specific intermediaries may have different
policies and procedures regarding the availability of front-end sales charge
waivers or contingent deferred (back-end) sales charge (CDSC) waivers, which
are discussed under "Intermediary defined sales charge waiver policies." In all
instances, it is the purchaser's responsibility to notify the fund or the
purchaser's financial intermediary at the time of purchase of any relationship
or other facts qualifying the purchaser for sales charge waivers or discounts.
For waivers and discounts not available through a particular intermediary,
shareholders will have to purchase fund shares directly from the fund or
through another intermediary to receive these waivers or discounts. Please see
the "Intermediary defined sales charge waiver policies" section to determine
any sales charge discounts and waivers that may be available to you through
your financial intermediary.
Share class eligibility -- Class R shares
-----------------------------------------
Class R shares are available to certain tax-deferred retirement plans
(including 401(k) plans, employer-sponsored 403(b) plans, 457 plans, profit
sharing and money purchase pension plans, defined benefit plans and
non-qualified deferred compensation plans) held in plan level or omnibus
accounts. Class R shares also are available to IRAs that are rollovers from
eligible retirement plans that offered one or more Class R share Pioneer funds
as investment options. Class R shares are not available to non-retirement
accounts, traditional or Roth IRAs, Coverdell Education Savings Accounts, SEPs,
SAR-SEPs, SIMPLE IRAs, individual 403(b)s and most individual retirement
accounts or retirement plans that are not subject to the Employee Retirement
Income Security Act of 1974 (ERISA).
Initial Sales Charge (Class A Shares Only)
------------------------------------------
You pay the offering price (the net asset value per share plus any initial
sales charge) when you buy Class A shares unless you qualify to purchase shares
at net asset value. You pay a lower sales charge as the size of your investment
increases. You do not pay a sales charge when you reinvest dividends or capital
gain distributions paid by a Pioneer Fund.
Sales Charges for Class A Shares
-------------------------------------------------------------------------------------------------
Sales charge as % of
-------------------------------------------------------------------------------------------------
Amount of Purchase Offering price Net amount invested
-------------------------------------------------------------------------------------------------
Less than $50,000 5.75 6.10
-------------------------------------------------------------------------------------------------
$50,000 but less than $100,000 4.50 4.71
-------------------------------------------------------------------------------------------------
$100,000 but less than $250,000 3.50 3.63
-------------------------------------------------------------------------------------------------
$250,000 but less than $500,000 2.50 2.56
-------------------------------------------------------------------------------------------------
$500,000 or more -0- -0-
-------------------------------------------------------------------------------------------------
The dollar amount of the sales charge is the difference between the offering
price of the shares purchased (based on the applicable sales charge in the
table) and the net asset value of those shares. Since the offering price is
calculated to two decimal places using standard rounding methodology, the
dollar amount of the sales charge as a percentage of the offering price and of
the net amount invested for any particular purchase of Pioneer Fund shares may
be higher or lower due to rounding.
36
Reduced sales charges -- Class A shares
You may qualify for a reduced Class A sales charge if you own or are purchasing
shares of Pioneer mutual funds. The investment levels required to obtain a
reduced sales charge are commonly referred to as "breakpoints." Amundi Pioneer
offers two principal means of taking advantage of breakpoints in sales charges
for aggregate purchases of Class A shares of the Pioneer funds over time if:
o The amount of shares you own of the Pioneer funds plus the amount
you are investing now is at least $50,000 (Rights of accumulation)
o You plan to invest at least $50,000 over the next 13 months (Letter
of intent)
The availability of certain sales charge waivers and discounts may depend on
whether you purchase your shares directly from a Pioneer Fund or through a
financial intermediary. Please see the "Intermediary defined sales charge
waiver policies" section for more information.
Rights of accumulation -- Class A shares only
If you qualify for rights of accumulation, your sales charge will be based on
the combined value (at the current offering price) of all your Pioneer mutual
fund shares, the shares of your spouse and the shares of any children under the
age of 21.
Letter of intent -- Class A shares only
You can use a letter of intent to qualify for reduced sales charges in two
situations:
o If you plan to invest at least $50,000 (excluding any reinvestment
of dividends and capital gain distributions) in a Pioneer Fund's
Class A shares during the next 13 months
o If you include in your letter of intent the value (at the current
offering price) of all of your Class A shares of a Pioneer Fund and
Class A or Class C shares of all other Pioneer mutual fund shares
held of record in the amount used to determine the applicable sales
charge for Pioneer Fund shares you plan to buy
Completing a letter of intent does not obligate you to purchase additional
shares, but if you do not buy enough shares to qualify for the projected level
of sales charges by the end of the 13-month period (or when you sell your
shares, if earlier), the distributor will recalculate your sales charge. Any
share class for which no sales charge is paid cannot be included under the
letter of intent. For more information regarding letters of intent, please
contact your investment professional or obtain and read the statement of
additional information.
Qualifying for a reduced Class A sales charge
In calculating your total account value in order to determine whether you have
met sales charge breakpoints, you can include your Pioneer mutual fund shares,
those of your spouse and the shares of any children under the age of 21. Amundi
Pioneer will use each fund's current offering price to calculate your total
account value. Certain trustees and fiduciaries may also qualify for a reduced
sales charge.
To receive a reduced sales charge, you or your investment professional must, at
the time of purchase, notify the distributor of your eligibility. In order to
verify your eligibility for a discount, you may need to provide your investment
professional or the fund with information or records, such as account numbers
or statements, regarding shares of the fund or other Pioneer mutual funds held
in all accounts by you, your spouse or children under the age of 21 with that
investment professional or with any other financial intermediary. Eligible
accounts may include joint accounts, retirement plan accounts, such as IRA and
401(k) accounts, and custodial accounts, such as ESA, UGMA and UTMA accounts.
It is your responsibility to confirm that your investment professional has
notified the distributor of your eligibility for a reduced sales charge at the
time of sale. If you or your investment professional do not notify the
distributor of your eligibility, you will risk losing the benefits of a reduced
sales charge.
For this purpose, Pioneer mutual funds include any fund for which the
distributor is principal underwriter and, at the distributor's discretion, may
include funds organized outside the U.S. and managed by Amundi Pioneer or an
affiliate.
You can locate information regarding the reduction or waiver of sales charges
free of charge on Amundi Pioneer's website at us.pioneerinvestments.com. The
website includes hyperlinks that facilitate access to this information.
The availability of certain sales charge waivers and discounts may depend on
whether you purchase your shares directly from the fund or through a financial
intermediary. Please see the "Intermediary defined sales charge waiver
policies" section for more information.
37
Class A purchases at net asset value
You may purchase Class A shares at net asset value (without a sales charge) as
follows. If you believe you qualify for any of the Class A sales charge waivers
discussed below, contact your investment professional or the distributor. You
are required to provide written confirmation of your eligibility. You may not
resell these shares except to or on behalf of the fund.
Class A purchases at net asset value are available to:
o Current or former trustees and officers of the fund;
o Partners and employees of legal counsel to the fund (at the time of
initial share purchase);\
o Directors, officers, employees or sales representatives of Amundi
Pioneer and its affiliates (at the time of initial share purchase);
o Directors, officers, employees or sales representatives of any
subadviser or a predecessor adviser (or their affiliates) to any
investment company for which Amundi Pioneer serves as investment
adviser (at the time of initial share purchase);
o Officers, partners, employees or registered representatives of
broker-dealers (at the time of initial share purchase) which have
entered into sales agreements with the distributor;
o Employees of Regions Financial Corporation and its affiliates (at
the time of initial share purchase);
o Members of the immediate families of any of the persons above;
o Any trust, custodian, pension, profit sharing or other benefit plan
of the foregoing persons;
o Insurance company separate accounts;
o Certain wrap accounts for the benefit of clients of investment
professionals or other financial intermediaries adhering to
standards established by the distributor;
o Other funds and accounts for which Amundi Pioneer or any of its
affiliates serves as investment adviser or manager;
o Investors in connection with certain reorganization, liquidation or
acquisition transactions involving other investment companies or
personal holding companies;
o Certain unit investment trusts;
o Group employer-sponsored retirement plans with at least $500,000 in
total plan assets. Waivers for group employer-sponsored retirement
plans do not apply to traditional IRAs, Roth IRAs, SEPs, SARSEPs,
SIMPLE IRAs, KEOGHs, individual 401(k) or individual 403(b) plans,
or to brokerage relationships in which sales charges are customarily
imposed;
o Group employer-sponsored retirement plans with accounts established
with Amundi Pioneer on or before March 31, 2004 with 100 or more
eligible employees or at least $500,000 in total plan assets;
o Participants in an employer-sponsored 403(b) plan or
employer-sponsored 457 plan if (i) your employer has made special
arrangements for your plan to operate as a group through a single
broker, dealer or financial intermediary and (ii) all participants
in the plan who purchase shares of a Pioneer mutual fund do so
through a single broker, dealer or other financial intermediary
designated by your employer;
o Investors purchasing shares pursuant to the reinstatement privilege
applicable to Class A shares; and
o Shareholders of record (i.e., shareholders whose shares are not held
in the name of a broker or an omnibus account) on the date of the
reorganization of a predecessor Safeco fund into a corresponding
Pioneer fund, shareholders who owned shares in the name of an
omnibus account provider on that date that agrees with the fund to
distinguish beneficial holders in the same manner, and retirement
plans with assets invested in the predecessor Safeco fund on that
date.
In addition, Class A shares may be purchased at net asset value through certain
mutual fund programs sponsored by qualified intermediaries, such as
broker-dealers and investment advisers. In each case, the intermediary has
entered into an agreement with Amundi Pioneer to include the Pioneer funds in
their program without the imposition of a sales charge. The intermediary
provides investors participating in the program with additional services,
including advisory, asset allocation, recordkeeping or other services. You
should ask your investment firm if it offers and you are eligible to
participate in such a mutual fund program and whether participation in the
program is consistent with your investment goals. The intermediaries sponsoring
or participating in these mutual fund programs also may offer their clients
other classes of shares of the funds and investors may receive different levels
of services or pay different fees
38
depending upon the class of shares included in the program. Investors should
consider carefully any separate transaction and other fees charged by these
programs in connection with investing in each available share class before
selecting a share class. Such mutual fund programs include certain
self-directed brokerage services accounts held through qualified intermediaries
that may or may not charge participating investors transaction fees.
Contingent deferred sales charges (CDSCs)
Class A shares
Purchases of Class A shares of $500,000 or more may be subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge is
payable to the distributor in the event of a share redemption within 12 months
following the share purchase at the rate of 1% of the lesser of the value of
the shares redeemed (exclusive of reinvested dividend and capital gain
distributions) or the total cost of such shares. However, the contingent
deferred sales charge is waived for redemptions of Class A shares purchased by
an employer-sponsored retirement plan that has at least $500,000 in total plan
assets (or that has 1,000 or more eligible employees for plans with accounts
established with Amundi Pioneer on or before March 31, 2004).
Class C shares
You buy Class C shares at net asset value per share without paying an initial
sales charge. However, if you sell your Class C shares within one year of
purchase, upon redemption you will pay the distributor a contingent deferred
sales charge of 1% of the current market value or the original cost of the
shares you are selling, whichever is less.
Paying the contingent deferred sales charge (CDSC)
Several rules apply for calculating CDSCs so that you pay the lowest possible
CDSC.
o The CDSC is calculated on the current market value or the original
cost of the shares you are selling, whichever is less
o You do not pay a CDSC on reinvested dividends or distributions
o If you sell only some of your shares, the transfer agent will first
sell your shares that are not subject to any CDSC and then the
shares that you have owned the longest
o You may qualify for a waiver of the CDSC normally charged. See
"Waiver or reduction of contingent deferred sales charges"
Waiver or reduction of contingent deferred sales charges
It is your responsibility to confirm that your investment professional has
notified the distributor of your eligibility for a reduced sales charge at the
time of sale. If you or your investment professional do not notify the
distributor of your eligibility, you will risk losing the benefits of a reduced
sales charge.
The distributor may waive or reduce the CDSC for Class A shares that are
subject to a CDSC or for Class C shares if:
o The distribution results from the death of all registered account
owners or a participant in an employer-sponsored plan. For UGMAs,
UTMAs and trust accounts, the waiver applies only upon the death of
all beneficial owners;
o You become disabled (within the meaning of Section 72 of the
Internal Revenue Code) after the purchase of the shares being sold.
For UGMAs, UTMAs and trust accounts, the waiver only applies upon
the disability of all beneficial owners;
o The distribution is made in connection with limited automatic
redemptions as described in "Systematic withdrawal plans" (limited
in any year to 10% of the value of the account in the fund at the
time the withdrawal plan is established);
o The distribution is from any type of IRA, 403(b) or
employer-sponsored plan described under Section 401(a) or 457 of the
Internal Revenue Code and, in connection with the distribution, one
of the following applies:
o It is part of a series of substantially equal periodic
payments made over the life expectancy of the participant or
the joint life expectancy of the participant and his or her
beneficiary (limited in any year to 10% of the value of the
participant's account at the time the distribution amount is
established);
o It is a required minimum distribution due to the attainment of
age 70 1/2, in which case the distribution amount may exceed
10% (based solely on total plan assets held in Pioneer mutual
funds);
o It is rolled over to or reinvested in another Pioneer mutual
fund in the same class of shares, which will be subject to the
CDSC of the shares originally held; or
39
o It is in the form of a loan to a participant in a plan that
permits loans (each repayment applied to the purchase of
shares will be subject to a CDSC as though a new purchase);
o The distribution is to a participant in an employer-sponsored
retirement plan described under Section 401(a) of the Internal
Revenue Code or to a participant in an employer-sponsored 403(b)
plan or employer-sponsored 457 plan if (i) your employer has made
special arrangements for your plan to operate as a group through a
single broker, dealer or financial intermediary and (ii) all
participants in the plan who purchase shares of a Pioneer mutual
fund do so through a single broker, dealer or other financial
intermediary designated by your employer and is or is in connection
with:
o A return of excess employee deferrals or contributions;
o A qualifying hardship distribution as described in the
Internal Revenue Code;
o Due to retirement or termination of employment;
o From a qualified defined contribution plan and represents a
participant's directed transfer, provided that this privilege
has been preauthorized through a prior agreement with the
distributor regarding participant directed transfers;
o The distribution is made pursuant to the fund's right to liquidate
or involuntarily redeem shares in a shareholder's account;
o The distribution is made to pay an account's advisory or custodial
fees; or
o The distributor does not pay the selling broker a commission
normally paid at the time of the sale.
The availability of certain sales charge waivers and discounts may depend on
whether you purchase your shares directly from the fund or through a financial
intermediary. Please see the "Intermediary defined sales charge waiver
policies" section for more information.
Buying, exchanging and selling shares
-------------------------------------
Opening your account
You may open an account by completing an account application and sending it to
the fund by mail or by fax. Please call the Pioneer Fund to obtain an account
application. Certain types of accounts, such as retirement accounts, have
separate applications.
Use your account application to select options and privileges for your account.
You can change your selections at any time by sending a completed account
options form to the Pioneer Fund. You may be required to obtain a signature
guarantee to make certain changes to an existing account.
Call or write to the Pioneer Fund for account applications, account options
forms and other account information:
Pioneer Funds
P.O. Box 55014
Boston, Massachusetts 02205-5014
Telephone 1-800-225-6292
Please note that there may be a delay in receipt by the transfer agent of
applications submitted by regular mail to a post office address.
Each Pioneer Fund is generally available for purchase in the United States,
Puerto Rico, Guam, American Samoa and the U.S. Virgin Islands. Except to the
extent otherwise permitted by the Pioneer Funds' distributor, the Pioneer Funds
will only accept accounts from U.S. citizens with a U.S. address (including an
APO or FPO address) or resident aliens with a U.S. address (including an APO or
FPO address) and a U.S. taxpayer identification number.
Identity verification
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. When
you open an account, you will need to supply your name, address, date of birth,
and other information that will allow the fund to identify you.
A Pioneer Fund may close your account if we cannot adequately verify your
identity. The redemption price will be the net asset value on the date of
redemption.
40
Investing through financial intermediaries and retirement plans
If you invest in a Pioneer Fund through your financial intermediary or through
a retirement plan, the options and services available to you may be different
from those discussed in this Information Statement/Prospectus. Shareholders
investing through financial intermediaries, programs sponsored by financial
intermediaries and retirement plans may only purchase funds and classes of
shares that are available. When you invest through an account that is not in
your name, you generally may buy and sell shares and complete other
transactions only through the account. Ask your investment professional or
financial intermediary for more information.
Additional conditions may apply to your investment in a Pioneer Fund, and the
investment professional or intermediary may charge you a transaction-based,
administrative or other fee for its services. These conditions and fees are in
addition to those imposed by the Pioneer Fund and its affiliates. You should
ask your investment professional or financial intermediary about its services
and any applicable fees.
Share prices for transactions
If you place an order to purchase, exchange or sell shares that is received in
good order by a Pioneer Fund's transfer agent or an authorized agent by the
close of regular trading on the New York Stock Exchange (usually 4:00 p.m.
Eastern time), the share price for your transaction will be based on the net
asset value determined as of the scheduled close of regular trading on the New
York Stock Exchange on that day (plus or minus any applicable sales charges).
If your order is received by the transfer agent or an authorized agent after
the scheduled close of regular trading on the New York Stock Exchange, or your
order is not in good order, the share price will be based on the net asset
value next determined after your order is received in good order by the fund or
authorized agent. The authorized agent is responsible for transmitting your
order to the fund in a timely manner.
Good order means that:
o You have provided adequate instructions
o There are no outstanding claims against your account
o There are no transaction limitations on your account
o Your request includes a signature guarantee if you:
-- Are selling over $100,000 or exchanging over $500,000 worth of
shares
-- Changed your account registration or address within the last
30 days
-- Instruct the transfer agent to mail the check to an address
different from the one on your account
-- Want the check paid to someone other than the account's record
owner(s)
-- Are transferring the sale proceeds to a Pioneer mutual fund
account with a different registration
Transaction limitations
Your transactions are subject to certain limitations, including the limitation
on the purchase of a Pioneer Fund's shares within 30 calendar days of a
redemption. See "Excessive trading."
Buying, exchanging and selling shares
-------------------------------------
Buying
You may buy a Pioneer Fund's shares from any financial intermediary that has a
sales agreement or other arrangement with the distributor.
You can buy shares at net asset value per share plus any applicable sales
charge. The distributor may reject any order until it has confirmed the order
in writing and received payment. Normally, your financial intermediary will
send your purchase request to the Pioneer Fund's transfer agent. Consult your
investment professional for more information. Your investment firm receives a
commission from the distributor, and may receive additional compensation from
Amundi Pioneer, for your purchase of shares of a Pioneer Fund.
Minimum investment amounts
Class A and Class C shares
Your initial investment must be at least $1,000. Additional investments must be
at least $100 for Class A shares and $500 for Class C shares.
41
You may qualify for lower initial or subsequent investment minimums if you are
opening a retirement plan account, establishing an automatic investment plan or
placing your trade through your investment firm. A Pioneer Fund may waive the
initial or subsequent investment minimums. Minimum investment amounts may be
waived for, among other things, share purchases made through certain mutual
fund programs (e.g., asset based fee program accounts) sponsored by qualified
intermediaries, such as broker-dealers and investment advisers, that have
entered into an agreement with Amundi Pioneer.
Class R shares
There is no minimum investment amount for Class R shares, although investments
are subject to the Pioneer Fund's policies regarding small accounts.
Class Y shares
Your initial investment in Class Y shares must be at least $5 million. This
amount may be invested in one or more of the Pioneer mutual funds that
currently offer Class Y shares. There is no minimum additional investment
amount. A Pioneer Fund may waive the initial investment amount.
Waiver of the minimum investment amount for Class Y
The fund will accept an initial investment of less than $5 million if:
(a) The investment is made by a trust company or bank trust department
which is initially investing at least $1 million in any of the
Pioneer mutual funds and, at the time of the purchase, such assets
are held in a fiduciary, advisory, custodial or similar capacity
over which the trust company or bank trust department has full or
shared investment discretion; or
(b) The investment is at least $1 million in any of the Pioneer mutual
funds and the purchaser is an insurance company separate account; or
(c) The account is not represented by a broker-dealer and the investment
is made by (1) an ERISA-qualified retirement plan that meets the
requirements of Section 401 of the Internal Revenue Code, (2) an
employer-sponsored retirement plan that meets the requirements of
Sections 403 or 457 of the Internal Revenue Code, (3) a private
foundation that meets the requirements of Section 501(c)(3) of the
Internal Revenue Code or (4) an endowment or other organization that
meets the requirements of Section 509(a)(1) of the Internal Revenue
Code; or
(d) The investment is made by an employer-sponsored retirement plan
established for the benefit of (1) employees of Amundi Pioneer or
its affiliates, or (2) employees or the affiliates of broker-dealers
who have a Class Y shares sales agreement with the distributor; or
(e) The investment is made through certain mutual fund programs
sponsored by qualified intermediaries, such as broker-dealers and
investment advisers. In each case, the intermediary has entered into
an agreement with Amundi Pioneer to include Class Y shares of the
Pioneer mutual funds in their program. The intermediary provides
investors participating in the program with additional services,
including advisory, asset allocation, recordkeeping or other
services. You should ask your investment firm if it offers and you
are eligible to participate in such a mutual fund program and
whether participation in the program is consistent with your
investment goals. The intermediaries sponsoring or participating in
these mutual fund programs may also offer their clients other
classes of shares of the funds and investors may receive different
levels of services or pay different fees depending upon the class of
shares included in the program. Investors should consider carefully
any separate transaction and other fees charged by these programs in
connection with investing in each available share class before
selecting a share class; or
(f) The investment is made by another Pioneer fund.
The fund reserves the right to waive the initial investment minimum in other
circumstances.
Maximum purchase amounts
Purchases of shares of a Pioneer Fund are limited to $499,999 for Class C
shares. This limit is applied on a per transaction basis. Class A, Class R and
Class Y shares are not subject to a maximum purchase amount.
Retirement plan accounts
You can purchase shares of a Pioneer Fund through tax-deferred retirement plans
for individuals, businesses and tax-exempt organizations.
Your initial investment for most types of retirement plan accounts must be at
least $250. Additional investments for most types of retirement plans must be
at least $100.
42
You may not use the account application accompanying this prospectus to
establish an Amundi Pioneer retirement plan. You can obtain retirement plan
applications from your investment firm or by calling the Retirement Plans
Department at 1-800-622-0176.
How to buy shares
Through your investment firm
Normally, your investment firm will send your purchase request to the Pioneer
Funds' distributor and/or transfer agent. Consult your investment professional
for more information. Your investment firm receives a commission from the
distributor, and may receive additional compensation from Amundi Pioneer, for
your purchase of shares of a Pioneer Fund.
By phone or online
You can use the telephone or online purchase privilege if you have an existing
non-retirement account. Certain IRAs can use the telephone purchase privilege.
If your account is eligible, you can purchase additional fund shares by phone
or online if:
o You established your bank account of record at least 30 days ago
o Your bank information has not changed for at least 30 days
o You are not purchasing more than $100,000 worth of shares per
account per day
o You can provide the proper account identification information
When you request a telephone or online purchase, the transfer agent will
electronically debit the amount of the purchase from your bank account of
record. The transfer agent will purchase shares of the Pioneer Fund for the
amount of the debit at the offering price determined after the transfer agent
receives your telephone or online purchase instruction and good funds. It
usually takes three business days for the transfer agent to receive
notification from your bank that good funds are available in the amount of your
investment.
In writing, by mail
You can purchase shares of a Pioneer Fund for an existing fund account by
mailing a check to the fund. Make your check payable to the Pioneer Fund.
Neither initial nor subsequent investments should be made by third party check,
travelers check, or credit card check. Your check must be in U.S. dollars and
drawn on a U.S. bank. Include in your purchase request the Pioneer Fund's name,
the account number and the name or names in the account registration. Please
note that there may be a delay in receipt by the fund's transfer agent of
purchase orders submitted by regular mail to a post office address.
By wire (Class Y shares only)
If you have an existing (Class Y shares only) account, you may wire funds to
purchase shares. Note, however, that:
o State Street Bank must receive your wire no later than 11:00 a.m.
Eastern time on the business day after the Pioneer Fund receives
your request to purchase shares
o If State Street Bank does not receive your wire by 11:00 a.m.
Eastern time on the next business day, your transaction will be
canceled at your expense and risk
o Wire transfers normally take two or more hours to complete and a fee
may be charged by the sending bank
o Wire transfers may be restricted on holidays and at certain other
times
Instruct your bank to wire funds to:
Receiving Bank: State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02101
ABA Routing No. 011000028
For further credit to: Shareholder Name
Existing Pioneer Account No.
[Name of Pioneer Fund]
The transfer agent must receive your account application before you send your
initial check or federal funds wire. In addition, you must provide a bank wire
address of record when you establish your account.
43
Exchanging
You may, under certain circumstances, exchange your shares for shares of the
same class of another Pioneer mutual fund.
Your exchange request must be for at least $1,000. Each Pioneer Fund allows you
to exchange your shares at net asset value without charging you either an
initial or contingent deferred sales charge at the time of the exchange. Shares
you acquire as part of an exchange will continue to be subject to any
contingent deferred sales charge that applies to the shares you originally
purchased. When you ultimately sell your shares, the date of your original
purchase will determine your contingent deferred sales charge.
Before you request an exchange, consider each fund's investment objective and
policies as described in the fund's prospectus. You generally will have to pay
income taxes on an exchange.
Same-fund exchange privilege
Certain shareholders may be eligible to exchange their shares for shares of
another class. If eligible, no sales charges or other charges will apply to any
such exchange. Generally, shareholders will not recognize a gain or loss for
federal income tax purposes upon such an exchange. Investors should contact
their financial intermediary to learn more about the details of this
privilege.
How to exchange shares
Through your investment firm
Normally, your investment firm will send your exchange request to the Pioneer
Fund's transfer agent. Consult your investment professional for more
information about exchanging your shares.
By phone or online
After you establish an eligible fund account, you can exchange shares of a
Pioneer Fund by phone or online if:
o You are exchanging into an existing account or using the exchange to
establish a new account, provided the new account has a registration
identical to the original account
o The fund into which you are exchanging offers the same class of
shares
o You are not exchanging more than $500,000 worth of shares per
account per day
o You can provide the proper account identification information
In writing, by mail or by fax
You can exchange shares of a Pioneer Fund by mailing or faxing a letter of
instruction to the fund. You can exchange shares of a Pioneer Fund directly
through the Pioneer Fund only if your account is registered in your name.
However, you may not fax an exchange request for more than $500,000. Include in
your letter:
o The name and signature of all registered owners
o A signature guarantee for each registered owner if the amount of the
exchange is more than $500,000
o The name of the Pioneer Fund out of which you are exchanging and the
name of the fund into which you are exchanging
o The class of shares you are exchanging
o The dollar amount or number of shares you are exchanging
Please note that there may be a delay in receipt by the fund's transfer agent
of exchange requests submitted by regular mail to a post office address.
Selling
Your shares will be sold at the share price (net asset value less any
applicable sales charge) next calculated after the Pioneer Fund or its
authorized agent, such as a broker-dealer, receives your request in good order.
If a signature guarantee is required, you must submit your request in writing.
44
If the shares you are selling are subject to a deferred sales charge, it will
be deducted from the sale proceeds. Each Pioneer Fund generally will send your
sale proceeds by check, bank wire or electronic funds transfer. Your redemption
proceeds normally will be sent within 1 business day after your request is
received in good order, but in any event within 7 days, regardless of the
method the Pioneer Fund uses to make such payment. If you recently sent a check
to purchase the shares being sold, the Pioneer Fund may delay payment of the
sale proceeds until your check has cleared. This may take up to 10 calendar
days from the purchase date.
Your redemption proceeds may be delayed, or your right to receive redemption
proceeds suspended, if the New York Stock Exchange is closed (other than on
weekends or holidays) or trading is restricted, if the Securities and Exchange
Commission determines an emergency or other circumstances exist that make it
impracticable for a Pioneer Fund to sell or value its portfolio securities, or
otherwise as permitted by the rules of or by the order of the Securities and
Exchange Commission.
If you are selling shares from a non-retirement account or certain IRAs, you
may use any of the methods described below. If you are selling shares from a
retirement account other than an IRA, you must make your request in writing.
You generally will have to pay income taxes on a sale.
If you must use a written request to exchange or sell your shares and your
account is registered in the name of a corporation or other fiduciary you must
include the name of an authorized person and a certified copy of a current
corporate resolution, certificate of incumbency or similar legal document
showing that the named individual is authorized to act on behalf of the record
owner.
Under normal circumstances, a Pioneer Fund expects to meet redemption requests
by using cash or cash equivalents in its portfolio and/or selling portfolio
assets to generate cash. Each Pioneer Fund also may pay redemption proceeds
using cash obtained through a committed, unsecured revolving credit facility,
an interfund lending facility, and other borrowing arrangements that may be
available from time to time.
Each Pioneer Fund reserves the right to redeem in kind, that is, to pay all or
a portion of your redemption proceeds by giving you securities. Securities you
receive this way may increase or decrease in value while you hold them and you
may incur brokerage and transaction charges and tax liability when you convert
the securities to cash. Each Pioneer Fund may redeem in kind at a shareholder's
request or, for example, if the Pioneer Fund reasonably believes that a cash
redemption may have a substantial impact on the Pioneer Fund and its remaining
shareholders. During periods of stressed market conditions, a Pioneer Fund may
be more likely to pay redemption proceeds by giving you securities.
How to sell shares
Through your investment firm
Normally, your investment firm will send your request to sell shares to the
Pioneer Funds' transfer agent. Consult your investment professional for more
information. Each Pioneer Fund has authorized the distributor to act as its
agent in the repurchase of fund shares from qualified investment firms. Each
Pioneer Fund reserves the right to terminate this procedure at any time.
By phone or online
If you have an eligible non-retirement account, you may sell up to $100,000 per
account per day by phone or online. You may sell shares of a Pioneer Fund held
in a retirement plan account by phone only if your account is an eligible IRA
(tax penalties may apply). You may not sell your shares by phone or online if
you have changed your address (for checks) or your bank information (for wires
and transfers) in the last 30 days.
You may receive your sale proceeds:
o By check, provided the check is made payable exactly as your account
is registered
o By bank wire or by electronic funds transfer, provided the sale
proceeds are being sent to your bank address of record
For Class Y shares, shareholders may sell up to $5 million per account per day
if the proceeds are directed to your bank account of record ($100,000 per
account per day if the proceeds are not directed to your bank account of
record).
45
In writing, by mail or by fax
You can sell some or all of your shares of a Pioneer Fund by writing directly
to the Pioneer Fund only if your account is registered in your name. Include in
your request your name, the name of the Pioneer Fund, your fund account number,
the class of shares to be sold, the dollar amount or number of shares to be
sold and any other applicable requirements as described below. The transfer
agent will send the sale proceeds to your address of record unless you provide
other instructions. Your request must be signed by all registered owners and be
in good order.
The transfer agent will not process your request until it is received in good
order.
You may sell up to $100,000 per account per day by fax.
Please note that there may be a delay in receipt by the fund's transfer agent
of redemption requests submitted by regular mail to a post office address.
How to contact Amundi Pioneer
By phone
For information or to request a telephone transaction between 8:00 a.m. and
7:00 p.m. (Eastern time) by speaking with a shareholder services representative
call
1-800-225-6292
To request a transaction using FactFoneSM call
1-800-225-4321
By mail
Send your written instructions to:
Pioneer Funds
P.O. Box 55014
Boston, Massachusetts 02205-5014
Amundi Pioneer website
us.pioneerinvestments.com
By fax
Fax your exchange and sale requests to:
1-800-225-4240
Account options
See the account application form for more details on each of the following
services or call the transfer agent for details and availability.
Telephone transaction privileges
If your account is registered in your name, you can buy, exchange or sell
shares of the Pioneer Funds by telephone. If you do not want your account to
have telephone transaction privileges, you must indicate that choice on your
account application or by writing to the fund.
When you request a telephone transaction the fund's transfer agent will try to
confirm that the request is genuine. The transfer agent records the call,
requires the caller to provide validating information for the account and sends
you a written confirmation. Each Pioneer Fund may implement other confirmation
procedures from time to time. Different procedures may apply if you have a
non-U.S. account or if your account is registered in the name of an
institution, broker-dealer or other third party. If a Pioneer Fund's
confirmation procedures are followed, neither the fund nor its agents will bear
any liability for these transactions.
Online transaction privileges
If your account is registered in your name, you may be able to buy, exchange or
sell fund shares online. Your investment firm may also be able to buy, exchange
or sell your fund shares online.
To establish online transaction privileges:
o For new accounts, complete the online section of the account
application
46
o For existing accounts, complete an account options form, write to
the transfer agent or complete the online authorization screen at
us.pioneerinvestments.com.
To use online transactions, you must read and agree to the terms of an online
transaction agreement available on the Amundi Pioneer website. When you or your
investment firm requests an online transaction the transfer agent
electronically records the transaction, requires an authorizing password and
sends a written confirmation. Each Pioneer Fund may implement other procedures
from time to time. Different procedures may apply if you have a non-U.S.
account or if your account is registered in the name of an institution,
broker-dealer or other third party. You may not be able to use the online
transaction privilege for certain types of accounts, including most retirement
accounts.
Automatic investment plans
You can make regular periodic investments in a Pioneer Fund by setting up
monthly bank drafts, government allotments, payroll deductions, an Automatic
Investment Plan and other similar automatic investment plans. Automatic
investments may be made only through U.S. banks. You may use an automatic
investment plan to establish a Class A share account with a small initial
investment. If you have a Class C or Class R share account and your balance is
at least $1,000, you may establish an automatic investment plan.
Automatic Investment Plan
If you establish an Automatic Investment Plan, the transfer agent will make a
periodic investment in shares of a Pioneer Fund by means of a preauthorized
electronic funds transfer from your bank account. Your plan investments are
voluntary. You may discontinue your plan at any time or change the plan's
dollar amount, frequency or investment date by calling or writing to the
transfer agent. You should allow up to 30 days for the transfer agent to
establish your plan.
Automatic exchanges
You can automatically exchange your shares of a Pioneer Fund for shares of the
same class of another Pioneer mutual fund. The automatic exchange will begin on
the day you select when you complete the appropriate section of your account
application or an account options form. In order to establish automatic
exchange:
o You must select exchanges on a monthly or quarterly basis
o Both the originating and receiving accounts must have identical
registrations
o The originating account must have a minimum balance of $5,000
You may have to pay income taxes on an exchange.
Distribution options
Each Pioneer Fund offers three distribution options. Any shares of a Pioneer
Fund you buy by reinvesting distributions will be priced at the applicable net
asset value per share.
(1) Unless you indicate another option on your account application, any
dividends and capital gain distributions paid to you by a Pioneer
Fund will automatically be invested in additional fund shares.
(2) You may elect to have the amount of any dividends paid to you in
cash and any capital gain distributions reinvested in additional
shares.
(3) You may elect to have the full amount of any dividends and/or
capital gain distributions paid to you in cash.
Options (2) and (3) are not available to retirement plan accounts or accounts
with a current value of less than $500.
If you are under 59[], taxes and tax penalties may apply.
If your distribution check is returned to the transfer agent or you do not cash
the check for six months or more, the transfer agent may reinvest the amount of
the check in your account and automatically change the distribution option on
your account to option (1) until you request a different option in writing. If
the amount of a distribution check would be less than $25, the Pioneer Fund may
reinvest the amount in additional shares of the fund instead of sending a
check. Additional shares of the Pioneer Fund will be purchased at the
then-current net asset value.
47
Directed dividends
You can invest the dividends paid by one of your Pioneer mutual fund accounts
in a second Pioneer mutual fund account. The value of your second account must
be at least $1,000. You may direct the investment of any amount of dividends.
There are no fees or charges for directed dividends. If you have a retirement
plan account, you may only direct dividends to accounts with identical
registrations.
Systematic withdrawal plans
When you establish a systematic withdrawal plan for your account, the transfer
agent will sell the number of fund shares you specify on a periodic basis and
the proceeds will be paid to you or to any person you select. You must obtain a
signature guarantee to direct payments to another person after you have
established your systematic withdrawal plan. Payments can be made either by
check or by electronic transfer to a U.S. bank account you designate.
To establish a systematic withdrawal plan:
o Your account must have a total value of at least $10,000 when you
establish your plan
o You may not request a periodic withdrawal of more than 10% of the
value of any Class C or Class R share account (valued at the time
the plan is implemented)
These requirements do not apply to scheduled (Internal Revenue Code Section
72(t) election) or mandatory (required minimum distribution) withdrawals from
IRAs and certain retirement plans.
Systematic sales of fund shares may be taxable transactions for you. While you
are making systematic withdrawals from your account, you may pay unnecessary
initial sales charges on additional purchases of Class A shares or contingent
deferred sales charges.
Direct deposit
If you elect to take dividends or dividends and capital gain distributions in
cash, or if you establish a systematic withdrawal plan, you may choose to have
those cash payments deposited directly into your savings, checking or NOW bank
account.
Voluntary tax withholding
You may have the transfer agent withhold 28% of the dividends and capital gain
distributions paid from your fund account (before any reinvestment) and forward
the amount withheld to the Internal Revenue Service as a credit against your
federal income taxes. Voluntary tax withholding is not available for retirement
plan accounts or for accounts subject to backup withholding.
Shareholder services and policies
---------------------------------
Excessive trading
Frequent trading into and out of a Pioneer Fund can disrupt portfolio
management strategies, harm the Pioneer Fund's performance by forcing the
Pioneer Fund to hold excess cash or to liquidate certain portfolio securities
prematurely and increase expenses for all investors, including long-term
investors who do not generate these costs. An investor may use short-term
trading as a strategy, for example, if the investor believes that the valuation
of the Pioneer Fund's portfolio securities for purposes of calculating its net
asset value does not fully reflect the then-current fair market value of those
holdings. Each Pioneer Fund discourages, and does not take any intentional
action to accommodate, excessive and short-term trading practices, such as
market timing. Although there is no generally applied standard in the
marketplace as to what level of trading activity is excessive, we may consider
trading in a Pioneer Fund's shares to be excessive for a variety of reasons,
such as if:
o You sell shares within a short period of time after the shares were
purchased;
o You make two or more purchases and redemptions within a short period
of time;
o You enter into a series of transactions that indicate a timing
pattern or strategy; or
o We reasonably believe that you have engaged in such practices in
connection with other mutual funds.
Each Pioneer Fund's Board of Trustees has adopted policies and procedures with
respect to frequent purchases and redemptions of fund shares by investors in
the Pioneer Fund. Pursuant to these policies and procedures, we monitor
selected trades on a daily basis in an effort to detect excessive short-term
trading. If we determine that an investor or a client of a broker or other
intermediary has engaged in excessive short-term trading that we believe may be
harmful to a Pioneer Fund, we will ask the investor, broker or other
intermediary to
48
cease such activity and we will refuse to process purchase orders (including
purchases by exchange) of such investor, broker, other intermediary or accounts
that we believe are under their control. In determining whether to take such
actions, we seek to act in a manner that is consistent with the best interests
of the shareholders of the Pioneer Fund.
While we use our reasonable efforts to detect excessive trading activity, there
can be no assurance that our efforts will be successful or that market timers
will not employ tactics designed to evade detection. If we are not successful,
your return from an investment in a Pioneer Fund may be adversely affected.
Frequently, shares of a Pioneer Fund are held through omnibus accounts
maintained by financial intermediaries such as brokers and retirement plan
administrators, where the holdings of multiple shareholders, such as all the
clients of a particular broker or other intermediary, are aggregated. Our
ability to monitor trading practices by investors purchasing shares through
omnibus accounts may be limited and dependent upon the cooperation of the
broker or other intermediary in taking steps to limit this type of activity.
Each Pioneer Fund may reject a purchase or exchange order before its acceptance
or the issuance of shares. Each Pioneer Fund may also restrict additional
purchases or exchanges in an account. Each of these steps may be taken for any
transaction, for any reason, without prior notice, including transactions that
the Pioneer Fund believes are requested on behalf of market timers. Each
Pioneer Fund reserves the right to reject any purchase or exchange request by
any investor or financial institution if the Pioneer Fund believes that any
combination of trading activity in the account or related accounts is
potentially disruptive to the fund. A prospective investor whose purchase or
exchange order is rejected will not achieve the investment results, whether
gain or loss, that would have been realized if the order had been accepted and
an investment made in the fund. A Pioneer Fund and its shareholders do not
incur any gain or loss as a result of a rejected order. Each Pioneer Fund may
impose further restrictions on trading activities by market timers in the
future.
To limit the negative effects of excessive trading, each Pioneer Fund has
adopted the following restriction on investor transactions. If an investor
redeems $5,000 or more (including redemptions that are a part of an exchange
transaction) from a Pioneer Fund, that investor shall be prevented (or
"blocked") from purchasing shares of the Pioneer Fund (including purchases that
are a part of an exchange transaction) for 30 calendar days after the
redemption. This policy does not apply to systematic purchase or withdrawal
plan transactions, transactions made through employer-sponsored retirement
plans described under Section 401(a), 403(b) or 457 of the Internal Revenue
Code or employee benefit plans, scheduled (Internal Revenue Code Section 72(t)
election) or mandatory (required minimum distribution) withdrawals from IRAs,
rebalancing transactions made through certain asset allocation or "wrap"
programs, transactions by insurance company separate accounts or transactions
by other funds that invest in the Pioneer Fund. This policy does not apply to
purchase or redemption transactions of less than $5,000 or to Pioneer U.S.
Government Money Market Fund or Pioneer Multi-Asset Ultrashort Income Fund.
We rely on financial intermediaries that maintain omnibus accounts to apply to
their customers either the Pioneer Funds' policy described above or the
intermediaries' own policies or restrictions designed to limit excessive
trading of shares of a Pioneer Fund. However, we do not impose this policy at
the omnibus account level.
Purchases pursuant to the reinstatement privilege (for Class A shares) are
subject to this policy.
Purchases in kind
You may use securities you own to purchase shares of a Pioneer Fund provided
that Amundi Pioneer, in its sole discretion, determines that the securities are
consistent with the Pioneer Fund's objective and policies and their acquisition
is in the best interests of the Pioneer Fund. If the Pioneer Fund accepts your
securities, they will be valued for purposes of determining the number of
shares of the Pioneer Fund to be issued to you in the same way the fund will
value the securities for purposes of determining its net asset value. For
federal income tax purposes, you may be taxed in the same manner as if you sold
the securities that you use to purchase shares of the Pioneer Fund for cash in
an amount equal to the value of the shares of the Pioneer fund that you
purchase. Your broker may also impose a fee in connection with processing your
purchase of shares of a Pioneer Fund with securities.
Reinstatement privilege (Class A shares)
If you recently sold all or part of your Class A shares, you may be able to
reinvest all or part of your sale proceeds without a sales charge in Class A
shares of any Pioneer mutual fund. To qualify for reinstatement:
o You must send a written request to the transfer agent no more than
90 days after selling your shares and
o The registration of the account in which you reinvest your sale
proceeds must be identical to the registration of the account from
which you sold your shares.
Purchases pursuant to the reinstatement privilege are subject to limitations on
investor transactions, including the limitation on the purchase of a Pioneer
Fund's shares within 30 calendar days of redemption. See "Excessive trading."
49
When you elect reinstatement, you are subject to the provisions outlined in the
selected the Pioneer Fund's prospectus, including the fund's minimum investment
requirement. Your sale proceeds will be reinvested in shares of the Pioneer
Fund at the Class A net asset value per share determined after the transfer
agent receives your written request for reinstatement. You may realize a gain
or loss for federal income tax purposes as a result of your sale of shares of a
Pioneer Fund, and special tax rules may apply if you elect reinstatement.
Consult your tax adviser for more information.
Amundi Pioneer website
us.pioneerinvestments.com
The website includes a full selection of information on mutual fund investing.
You can also use the website to get:
o Your current account information
o Prices, returns and yields of all publicly available Pioneer mutual
funds
o Prospectuses, statements of additional information and shareowner
reports for all the Pioneer mutual funds
o A copy of Amundi Pioneer's privacy notice
If you or your investment firm authorized your account for the online
transaction privilege, you may buy, exchange and sell shares online.
FactFone(SM) 1-800-225-4321
You can use FactFone(SM) to:
o Obtain current information on your Pioneer mutual fund accounts
o Inquire about the prices and yields of all publicly available
Pioneer mutual funds
o Make computer-assisted telephone purchases, exchanges and
redemptions for your fund accounts
o Request account statements
If you plan to use FactFone(SM) to make telephone purchases and redemptions,
first you must activate your personal identification number and establish your
bank account of record. If your account is registered in the name of a
broker-dealer or other third party, you may not be able to use FactFone(SM).
If your account is registered in the name of a broker-dealer or other third
party, you may not be able to use FactFone(SM) to obtain account information.
Household delivery of fund documents
With your consent, Amundi Pioneer may send a single proxy statement, prospectus
and shareowner report to your residence for you and any other member of your
household who has an account with a Pioneer Fund. If you wish to revoke your
consent to this practice, you may do so by notifying Amundi Pioneer, by phone
or in writing (see "How to contact us"). Amundi Pioneer will begin mailing
separate proxy statements, prospectuses and shareowner reports to you within 30
days after receiving your notice.
Confirmation statements
The Pioneer Funds' transfer agent maintains an account for each investment firm
or individual shareowner and records all account transactions. You will be sent
confirmation statements showing the details of your transactions as they occur,
except automatic investment plan transactions, which are confirmed quarterly.
If you have more than one Pioneer mutual fund account registered in your name,
the Amundi Pioneer combined account statement will be mailed to you each
quarter.
Tax information
Early each year, each Pioneer Fund will mail you information about the tax
status of the dividends and distributions paid to you by the Pioneer Fund.
Tax information for IRA rollovers
In January (or by the applicable Internal Revenue Service deadline) following
the year in which you take a reportable distribution, the Pioneer Funds'
transfer agent will mail you a tax form reflecting the total amount(s) of
distribution(s) received by the end of January.
50
Privacy
Each Pioneer Fund has a policy designed to protect the privacy of your personal
information. A copy of Amundi Pioneer's privacy notice was given to you at the
time you opened your account. Each Pioneer Fund will send you a copy of the
privacy notice each year. You may also obtain the privacy notice by calling the
fund or through Amundi Pioneer's website.
Signature guarantees and other requirements
You are required to obtain a signature guarantee when:
o Requesting certain types of exchanges or sales of shares of a
Pioneer Fund
o Redeeming shares for which you hold a share certificate
o Requesting certain types of changes for your existing account
You can obtain a signature guarantee from most broker-dealers, banks, credit
unions (if authorized under state law) and federal savings and loan
associations. You cannot obtain a signature guarantee from a notary public.
The Pioneer funds generally accept only medallion signature guarantees. A
medallion signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings association, or other
financial institution that is participating in a medallion program recognized
by the Securities Transfer Association. Signature guarantees from financial
institutions that are not participating in one of these programs are not
accepted as medallion signature guarantees. A Pioneer Fund may accept other
forms of guarantee from financial intermediaries in limited circumstances.
Fiduciaries and corporations are required to submit additional documents to
sell shares of a Pioneer Fund.
Minimum account size
Each Pioneer Fund requires that you maintain a minimum account value of $500.
If you hold less than $500 in your account, each Pioneer Fund reserves the
right to notify you that it intends to sell your shares and close your account.
You will be given 60 days from the date of the notice to make additional
investments to avoid having your shares sold. This policy does not apply to
certain qualified retirement plan accounts.
Telephone and website access
You may have difficulty contacting a Pioneer Fund by telephone or accessing
us.pioneerinvestments.com during times of market volatility or disruption in
telephone or Internet service. On New York Stock Exchange holidays or on days
when the exchange closes early, Amundi Pioneer will adjust the hours for the
telephone center and for online transaction processing accordingly. If you are
unable to access us.pioneerinvestments.com or reach a Pioneer Fund by
telephone, you should communicate with the Pioneer Fund in writing.
Share certificates
The Pioneer Funds do not offer share certificates. Shares are electronically
recorded. Any existing certificated shares can only be sold by returning your
certificate to the transfer agent, along with a letter of instruction or a
stock power (a separate written authority transferring ownership) and a
signature guarantee.
Other policies
Each Pioneer Fund and the distributor reserve the right to:
o reject any purchase or exchange order for any reason, without prior
notice
o charge a fee for exchanges or to modify, limit or suspend the
exchange privilege at any time without notice. Each Pioneer Fund
will provide 60 days' notice of material amendments to or
termination of the exchange privilege
o revise, suspend, limit or terminate the account options or services
available to shareowners at any time, except as required by the
rules of the Securities and Exchange Commission
Each Pioneer Fund reserves the right to:
o charge transfer, shareholder servicing or similar agent fees, such
as an account maintenance fee for small balance accounts, directly
to accounts upon at least 30 days' notice. A Pioneer Fund may do
this by deducting the fee from your distribution of dividends and/or
by redeeming fund shares to the extent necessary to cover the fee
51
o close your account after a period of inactivity, as determined by
state law, and transfer your shares to the appropriate state
Dividends, capital gains and taxes
----------------------------------
Dividends and capital gains
Each Pioneer Fund generally pays any distributions of net short- and long-term
capital gains in November.
Each Pioneer Fund generally pays dividends from any net investment income in
December.
Each Pioneer Fund may also pay dividends and capital gain distributions at
other times if necessary for the fund to avoid U.S. federal income or excise
tax. If you invest in a Pioneer Fund shortly before a dividend or other
distribution, generally you will pay a higher price per share and, unless you
are exempt from tax, you will pay taxes on the amount of the distribution
whether you reinvest the distribution in additional shares or receive it as
cash.
Taxes
You will normally have to pay federal income taxes, and any state or local
taxes, on the dividends and other distributions you receive from a Pioneer
Fund, whether you take the distributions in cash or reinvest them in additional
shares. For U.S. federal income tax purposes, distributions from a Pioneer
Fund's net capital gains (if any) are considered long-term capital gains and
are generally taxable to noncorporate shareholders at rates of up to 20%.
Distributions from a Pioneer Fund's net short-term capital gains are generally
taxable as ordinary income. Other dividends are taxable either as ordinary
income or, in general, if paid from a Pioneer Fund's "qualified dividend
income" and if certain conditions, including holding period requirements, are
met by the Pioneer Fund and the shareholder, as qualified dividend income
taxable to noncorporate shareholders at U.S. federal income tax rates of up to
20%.
"Qualified dividend income" generally is income derived from dividends paid by
U.S. corporations or certain foreign corporations that are either incorporated
in a U.S. possession or eligible for tax benefits under certain U.S. income tax
treaties. In addition, dividends that a Pioneer Fund receives in respect of
stock of certain foreign corporations may be qualified dividend income if that
stock is readily tradable on an established U.S. securities market.
A portion of dividends received from a Pioneer Fund (but none of the Pioneer
Fund's capital gain distributions) may qualify for the dividends-received
deduction for corporations.
Each Pioneer Fund will report to shareholders annually the U.S. federal income
tax status of all fund distributions.
If a Pioneer Fund declares a dividend in October, November or December, payable
to shareholders of record in such a month, and pays it in January of the
following year, you will be taxed on the dividend as if you received it in the
year in which it was declared.
Sales and exchanges generally will be taxable transactions to shareowners. When
you sell or exchange Pioneer Fund shares you will generally recognize a capital
gain or capital loss in an amount equal to the difference between the net
amount of sale proceeds (or, in the case of an exchange, the fair market value
of the shares) that you receive and your tax basis for the shares that you sell
or exchange.
A 3.8% Medicare contribution tax generally applies to all or a portion of the
net investment income of a shareholder who is an individual and not a
nonresident alien for federal income tax purposes and who has adjusted gross
income (subject to certain adjustments) that exceeds a threshold amount. This
3.8% tax also applies to all or a portion of the undistributed net investment
income of certain shareholders that are estates and trusts. For these purposes,
dividends, interest and certain capital gains are generally taken into account
in computing a shareholder's net investment income.
You must provide your social security number or other taxpayer identification
number to the applicable Pioneer Fund along with the certifications required by
the Internal Revenue Service when you open an account. If you do not or if it
is otherwise legally required to do so, the Pioneer Fund will apply "backup
withholding" tax on your dividends and other distributions, sale proceeds and
any other payments to you that are subject to backup withholding. The backup
withholding rate is 28%.
Shareholders that are exempt from U.S. federal income tax, such as retirement
plans that are qualified under Section 401 of the Internal Revenue Code,
generally are not subject to U.S. federal income tax on Pioneer Fund dividends
or other distributions or on sales or exchanges of Pioneer Fund shares.
However, in the case of Pioneer Fund shares held through a nonqualified
deferred compensation plan, Pioneer Fund dividends and other distributions
received by the plan and sales and exchanges of fund shares by the plan
generally will be taxable to the employer sponsoring such plan in accordance
with U.S. federal income tax laws that are generally applicable to shareholders
receiving such dividends and other distributions from regulated investment
companies such as the applicable Pioneer Fund or effecting such sales or
exchanges.
52
Plan participants whose retirement plan invests in a Pioneer Fund generally are
not subject to federal income tax on the Pioneer Fund's dividends or other
distributions received by the plan or on sales or exchanges of the Pioneer
Fund's shares by the plan. However, distributions to plan participants from a
retirement plan generally are taxable to plan participants as ordinary income.
You should ask your tax adviser about any federal, state, local and foreign tax
considerations relating to an investment in a Pioneer Fund. You may also
consult the Pioneer Fund's statement of additional information for a more
detailed discussion of the U.S. federal income tax considerations that may
affect the Pioneer Fund and its shareowners.
Intermediary defined sales charge waiver policies
Merrill Lynch
Effective April 10, 2017, shareholders purchasing fund shares through a Merrill
Lynch platform or account are eligible only for the following sales charge
waivers (front-end sales charge waivers and CDSC waivers) and discounts, which
may differ from those disclosed elsewhere in this Information
Statement/Prospectus or the Pioneer Fund's statement of additional
information.
Front-End Sales Charge Waivers for Class A Shares available at Merrill Lynch
o Employer-sponsored retirement, deferred compensation and employee
benefit plans (including health savings accounts) and trusts used to
fund those plans, provided that the plan is a group plan (more than
one participant), the shares are not held in a commission-based
brokerage account and shares are held in the name of the plan
through an omnibus account
o Shares purchased by or through a 529 Plan
o Shares purchased through a Merrill Lynch affiliated investment
advisory program
o Shares purchased by third party investment advisors on behalf of
their advisory clients through Merrill Lynch's platform
o Shares of funds purchased through the Merrill Edge Self-Directed
platform (if applicable)
o Shares purchased through reinvestment of capital gains distributions
and dividend reinvestment when purchasing shares of the same fund
(but not any other fund within the fund family)
o Shares exchanged from Class C (i.e. level-load) shares of the same
fund in the month of or following the 10-year anniversary of the
purchase date
o Employees and registered representatives of Merrill Lynch or its
affiliates and their family members
o Trustees of the fund, and employees of the fund's investment adviser
or any of its affiliates, as described in this prospectus
o Shares purchased from the proceeds of redemptions within the Pioneer
fund family, provided (1) the repurchase occurs within 90 days
following the redemption, (2) the redemption and purchase occur in
the same account, and (3) redeemed shares were subject to a
front-end or deferred sales load (known as Rights of Reinstatement)
CDSC Waivers on Class A and C Shares available at Merrill Lynch
o Death or disability of the shareholder
o Shares sold as part of a systematic withdrawal plan as described in
the fund's prospectus
o Return of excess contributions from an IRA Account
o Shares sold as part of a required minimum distribution for IRA and
retirement accounts due to the shareholder reaching age 70
o Shares sold to pay Merrill Lynch fees but only if the transaction is
initiated by Merrill Lynch
o Shares acquired through a right of reinstatement
o Shares held in retirement brokerage accounts, that are exchanged for
a lower cost share class due to transfer to certain fee based
accounts or platforms (applicable to Class A and C shares only)
53
Front-End Sales Charge Discounts for Class A Shares available at Merrill Lynch:
Breakpoints, Rights of Accumulation and Letters of Intent
o Breakpoints as described in this prospectus.
o Rights of Accumulation (ROA), which entitle shareholders to
breakpoint discounts, will be automatically calculated based on the
aggregated holding of Pioneer fund family assets held by accounts
within the purchaser's household at Merrill Lynch. Eligible Pioneer
fund family assets not held at Merrill Lynch may be included in the
ROA calculation only if the shareholder notifies his or her
financial advisor about such assets
o Letters of Intent (LOI) which allow for breakpoint discounts based
on anticipated purchases within the Pioneer fund family, through
Merrill Lynch, over a 13-month period of time (if applicable)
54
FINANCIAL HIGHLIGHTS
The financial highlights table helps you understand the Acquiring Fund's
financial performance for the past five years and, if applicable, for any
recent semiannual period.
Certain information reflects financial results for a single fund share.
The total returns in the table represent the rate that you would have earned or
lost on an investment in Class A, Class C, Class R or Class Y shares of the
Acquiring Fund (assuming reinvestment of all dividends and distributions).
For financial statement purposes with respect to the Reorganization, the
Acquiring Fund will be the accounting survivor of the Reorganization. As the
accounting survivor, the Acquiring Fund's operating history will be used for
financial reporting purposes after consummation of the Reorganization.
The information below for the fiscal years ended August 31, 2014 through
August 31, 2016 has been audited by Deloitte & Touche LLP, independent
registered public accounting firm, whose report is included in the Acquiring
Fund's annual report along with the Acquiring Fund's financial statements. The
information below for each of the periods ended on or prior to August 31, 2013
was audited by another independent registered public accounting firm. The
Acquiring Fund's annual and semi-annual reports are available upon request.
55
Financial Highlights
Pioneer Global Equity Fund
Six Months
Ended Year Year Year Year Year
2/28/17 Ended Ended Ended Ended Ended
(unaudited) 8/31/16 8/31/15 8/31/14 8/31/13 8/31/12
----------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 13.43 $ 13.00 $ 14.05 $ 11.31 $ 9.64 $ 9.27
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.02(a) $ 0.14(a) $ 0.07 $ 0.27 $ 0.15 $ 0.17
Net realized and unrealized gain (loss) on investments 0.97 0.37 (0.74) 2.67 1.68 0.33
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.99 $ 0.51 $ (0.67) $ 2.94 $ 1.83 $ 0.50
-----------------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.17) $ (0.08) $ (0.38) $ (0.20) $ (0.16) $ (0.13)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.82 $ 0.43 $ (1.05) $ 2.74 $ 1.67 $ 0.37
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.25 $ 13.43 $ 13.00 $ 14.05 $ 11.31 $ 9.64
-----------------------------------------------------------------------------------------------------------------------------------
Total return* 7.43% 3.92% (4.88)% 26.13% 19.17% 5.50%
Ratio of net expenses to average net assets 1.29%** 1.30% 1.30% 1.30% 1.30% 1.30%
Ratio of net investment income (loss) to average net assets 0.29%** 1.08% 0.60% 2.01% 1.35% 1.71%
Portfolio turnover rate 107%** 88% 109% 121% 160% 152%
Net assets, end of period (in thousands) $ 71,688 $74,333 $77,115 $76,638 $62,996 $56,970
Ratios with no waiver of fees and assumption of expenses by
PIM and no reduction for fees paid indirectly:
Total expenses to average net assets 1.44%** 1.45% 1.50% 1.56% 1.67% 1.72%
Net investment income (loss) to average net assets 0.14%** 0.94% 0.40% 1.75% 0.98% 1.29%
-----------------------------------------------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
56
Financial Highlights (continued)
Pioneer Global Equity Fund
Six Months
Ended Year Year Year Year Year
2/28/17 Ended Ended Ended Ended Ended
(unaudited) 8/31/16 8/31/15 8/31/14 8/31/13 8/31/12
-----------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 13.13 $ 12.72 $ 13.78 $ 11.11 $ 9.47 $ 9.09
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.03)(a)(b) $ 0.04(b) $ (0.08)(a) $ 0.14 $ 0.05 $ 0.10
Net realized and unrealized gain (loss) on investments 0.93 0.37 (0.68) 2.63 1.66 0.31
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.90 $ 0.41 $ (0.76) $ 2.77 $ 1.71 $ 0.41
------------------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.06) $ -- $ (0.30) $ (0.10) $ (0.07) $(0.03)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.84 $ 0.41 $ (1.06) $ 2.67 $ 1.64 $ 0.38
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 13.97 $ 13.13 $ 12.72 $ 13.78 $ 11.11 $ 9.47
------------------------------------------------------------------------------------------------------------------------------------
Total return* 6.91% 3.22% (5.60)% 24.98% 18.11% 4.56%
Ratio of net expenses to average net assets 2.01%** 2.03% 2.05% 2.20% 2.20% 2.20%
Ratio of net investment income (loss) to average net assets (0.43)%** 0.35% (0.14)% 1.13% 0.45% 0.82%
Portfolio turnover rate 107%** 88% 109% 121% 160% 152%
Net assets, end of period (in thousands) $ 11,986 $12,170 $13,552 $ 8,427 $ 6,516 $ 5,682
Ratios with no waiver of fees and assumption of expenses by
PIM and no reduction for fees paid indirectly:
Total expenses to average net assets 2.16%** 2.16% 2.21% 2.35% 2.51% 2.53%
Net investment income (loss) to average net assets (0.58)%** 0.22% (0.30)% 0.98% 0.14% 0.49%
------------------------------------------------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
(a) The amount shown for a share outstanding does not correspond with net
investment income on the Statement of Operations for the relevant period
due to timing of the sales and repurchase of shares.
(b) The per-share data presented above is based on the average shares
outstanding for the period presented.
57
Financial Highlights (continued)
Pioneer Global Equity Fund
Six Months
Ended Year 12/31/14
2/28/17 Ended to
(unaudited) 8/31/16 8/31/15
----------------------------------------
Class K
Net asset value, beginning of period $ 13.47 $ 13.03 $ 13.51
------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.05(a) $ 0.21(a) $ 0.11
Net realized and unrealized gain (loss)
on investments 0.97 0.38 (0.59)
------------------------------------------------------------------------------------------
Net increase (decrease) from
investment operations $ 1.02 $ 0.59 $ (0.48)
------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.24) $ (0.15) $ --
------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.78 $ 0.44 $ (0.48)
------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.25 $ 13.47 $ 13.03
------------------------------------------------------------------------------------------
Total return* 7.65% 4.51% (3.55)%***
Ratio of net expenses to average net assets 0.80%** 0.79% 0.79%**
Ratio of net investment income (loss) to
average net assets 0.77%** 1.58% 1.44%**
Portfolio turnover rate 107%** 88% 109%
Net assets, end of period (in thousands) $ 53,657 $52,222 $54,305
Ratios with no waiver of fees and assumption
of expenses by PIM and no reduction for
fees paid indirectly:
Total expenses to average net assets 0.95%** 0.92% 0.95%**
Net investment income (loss) to average
net assets 0.62%** 1.45% 1.28%**
------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
58
Financial Highlights (continued)
Pioneer Global Equity Fund
Six Months
Ended Year 7/1/15
2/28/17 Ended to
(unaudited) 8/31/16 8/31/15
------------------------------------------
Class R
Net asset value, beginning of period $ 13.36 $ 12.99 $ 14.08
-------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.00(a)(b) $ 0.13(a) $ 0.00(b)
Net realized and unrealized gain (loss)
on investments 0.95 0.37 (1.09)
-------------------------------------------------------------------------------------------
Net increase (decrease) from
investment operations $ 0.95 $ 0.50 $ (1.09)
-------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.15) $ (0.13) $ --
-------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.80 $ 0.37 $ (1.09)
-------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.16 $ 13.36 $ 12.99
-------------------------------------------------------------------------------------------
Total return* 7.19% 3.85% (7.74)%***
Ratio of net expenses to average net assets 1.55%** 1.55% 1.38%**
Ratio of net investment income (loss) to
average net assets 0.02%** 1.04% 0.25%**
Portfolio turnover rate 107%** 88% 109%
Net assets, end of period (in thousands) $ 17,020 $14,562 $ 2,304
Ratios with no waiver of fees and assumption
of expenses by PIM and no reduction for
fees paid indirectly:
Total expenses to average net assets 1.70%** 1.68% 1.55%**
Net investment income (loss) to average
net assets (0.13)%** 0.91% 0.08%**
-------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
*** Not annualized.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
(b) Amount rounds to less than $0.01 or ($0.01) per share.
59
Financial Highlights (continued)
Pioneer Global Equity Fund
Six Months
Ended Year Year Year Year Year
2/28/17 Ended Ended Ended Ended Ended
(unaudited) 8/31/16 8/31/15 8/31/14 8/31/13 8/31/12
-------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 13.50 $ 13.06 $ 14.12 $ 11.37 $ 9.69 $ 9.32
--------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.05(a) $ 0.20(a) $ 0.01 $ 0.37 $ 0.20 $ 0.21
Net realized and unrealized gain (loss) on investments 0.97 0.39 (0.62) 2.63 1.69 0.34
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.02 $ 0.59 $ (0.61) $ 3.00 $ 1.89 $ 0.55
--------------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.25) $ (0.15) $ (0.45) $ (0.25) $ (0.21) $ (0.18)
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.77 $ 0.44 $ (1.06) $ 2.75 $ 1.68 $ 0.37
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.27 $ 13.50 $ 13.06 $ 14.12 $ 11.37 $ 9.69
--------------------------------------------------------------------------------------------------------------------------------
Total return* 7.68% 4.50% (4.48)% 26.66% 19.75% 6.09%
Ratio of net expenses to average net assets 0.80%** 0.80% 0.80% 0.80% 0.80% 0.80%
Ratio of net investment income (loss) to average net assets 0.75%** 1.55% 0.85% 2.58% 1.85% 2.22%
Portfolio turnover rate 107%** 88% 109% 121% 160% 152%
Net assets, end of period (in thousands) $ 7,234 $ 7,450 $23,815 $70,384 $71,726 $60,214
Ratios with no waiver of fees and assumption of expenses by
PIM and no reduction for fees paid indirectly:
Total expenses to average net assets 1.09%** 1.08% 0.96% 0.95% 1.00% 0.97%
Net investment income (loss) to average net assets 0.47%** 1.27% 0.69% 2.43% 1.65% 2.05%
--------------------------------------------------------------------------------------------------------------------------------
* 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.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
60
OWNERSHIP OF SHARES OF THE PIONEER FUNDS
As of [_____], 2017, the Trustees and officers of each Fund owned in the
aggregate less than 1% of the outstanding shares of a Fund. The following is a
list of the holders of 5% or more of the outstanding shares of any class of a
Fund as of [____], 2017.
Pioneer Emerging Markets Fund
----------------------------------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares Percent of Class
----------------------------------------------------------------------------------------------------------------
Class A
----------------------------------------------------------------------------------------------------------------
Class C
----------------------------------------------------------------------------------------------------------------
Class R
----------------------------------------------------------------------------------------------------------------
Class Y
----------------------------------------------------------------------------------------------------------------
Pioneer Global Equity Fund
----------------------------------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares Percent of Class
----------------------------------------------------------------------------------------------------------------
Class A
----------------------------------------------------------------------------------------------------------------
Class C
----------------------------------------------------------------------------------------------------------------
Class K*
----------------------------------------------------------------------------------------------------------------
Class R
----------------------------------------------------------------------------------------------------------------
Class Y
----------------------------------------------------------------------------------------------------------------
* Class K shares of the Acquiring Fund are not being issued in the
Reorganization.
EXPERTS
The financial highlights and financial statements of each Fund for the
past five fiscal years are incorporated by reference into this Information
Statement/Prospectus. Each Fund's financial highlights and financial statements
for the past three fiscal years have been audited by Deloitte & Touche LLP,
independent registered public accounting firm, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given their authority as experts in accounting and auditing. Each Fund's
financial highlights and financial statements for the prior two fiscal years
was audited by another independent registered public accounting firm.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world. As a result of the
transaction, Pioneer Investment Management, Inc., the Funds' 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 name of Pioneer
Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc.
Deloitte & Touche LLP, the Funds' independent registered public accounting
firm, informed the Board that it would no longer be independent with respect to
the Funds upon the completion of the transaction and, accordingly, that it has
resigned as the Funds' independent registered public accounting firm upon the
completion of the transaction. The Board engaged a new independent registered
public accounting firm for the Funds upon the completion of the transaction.
During the periods that Deloitte & Touche LLP has served as the Funds'
independent registered public accounting firm, including the Funds' two most
recent fiscal years, Deloitte & Touche LLP's reports on the Funds' 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 Deloitte & Touche LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP
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.
61
AVAILABLE INFORMATION
You can obtain more free information about each Pioneer Fund from your
investment firm or by writing to Pioneer Funds, 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for more information
about a Pioneer Fund, to request copies of a Pioneer Fund's statement of
additional information and shareowner reports, and to make other inquiries.
Visit our website us.pioneerinvestments.com
Each Pioneer Fund makes available its statement of additional information
and shareholder reports, free of charge, on the Pioneer Funds' website at
us.pioneerinvestments.com. You also may find other information and updates
about Amundi Pioneer and each Pioneer Fund, including Pioneer Fund performance
information, on the Pioneer Funds' website.
Shareholder reports. Annual and semiannual reports to shareholders, and
quarterly reports filed with the SEC, provide information about each Pioneer
Fund's investments. The annual report discusses market conditions and
investment strategies that significantly affected each Pioneer Fund's
performance during its last fiscal year.
Statement of additional information. The statement of additional
information of each Pioneer Fund provides more detailed information about the
fund.
You can also review and copy each Pioneer Fund's shareholder reports,
prospectus and statement of additional information at the Securities and
Exchange Commission's Public Reference Room in Washington, D.C. Call
1-202-551-8090 for information. The Commission charges a fee for copies. You
can get the same information free from the Commission's EDGAR database on the
Internet (http://www.sec.gov). You may also email requests for these documents
to publicinfo@sec.gov or make a request in writing to the Commission's Public
Reference Section, Washington, D.C. 20549-1520.
62
EXHIBIT A -- FORM OF AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
as of the [ ] day of [ ], by and between Pioneer Series Trust V, a Delaware
statutory trust (the "Acquiring Trust"), on behalf of its series, Pioneer
Global Equity Fund (the "Acquiring Fund"), with its principal place of business
at 60 State Street, Boston, Massachusetts 02109, and Pioneer Emerging Markets
Fund, a Delaware statutory trust (the "Acquired Fund"), with its principal
place of business at 60 State Street, Boston, Massachusetts 02109, and, solely
for purposes of paragraph 9.2 hereof, Amundi Pioneer Asset Management, Inc.
("Amundi Pioneer" or the "Acquiring Fund Adviser"). The Acquiring Fund and the
Acquired Fund are sometimes referred to collectively herein as the "Funds" and
individually as a "Fund."
WHEREAS, it is intended that the transaction contemplated by this
Agreement constitute a "reorganization" as defined in Section 368(a) of the
United States Internal Revenue Code of 1986, as amended (the "Code") and the
Treasury Regulations thereunder. The reorganization (the "Reorganization") will
consist of (1) the transfer of all of the assets of the Acquired Fund to the
Acquiring Fund solely in exchange for (A) the issuance of Class A, Class C,
Class R and Class Y shares of beneficial interest of the Acquiring Fund
(collectively, the "Acquiring Fund Shares" and each, an "Acquiring Fund Share")
to the Acquired Fund, and (B) the assumption by the Acquiring Fund of all of
the liabilities of the Acquired Fund on the closing date of the Reorganization
(the "Closing Date"), and (2) the distribution by the Acquired Fund, on or
promptly after the Closing Date as provided herein, of the Acquiring Fund
Shares to the shareholders of the Acquired Fund, pro rata on a class-by-class
basis, in complete liquidation of the Acquired Fund, all upon the terms and
conditions hereinafter set forth in this Agreement. The parties hereby adopt
this Agreement as a "plan of reorganization" within the meaning of Treasury
Regulations Section 1.368-2(g).
WHEREAS, the Acquiring Trust and the Acquired Fund are each
registered investment companies classified as management companies of the
open-end type.
WHEREAS, the Acquiring Fund is authorized to issue shares of beneficial
interest.
WHEREAS, the Board of Trustees of each of the Acquiring Trust and the
Acquired Fund have determined that the Reorganization is in the best interests
of the Acquiring Fund shareholders and the Acquired Fund shareholders,
respectively, and is not dilutive of the interests of those shareholders.
NOW, THEREFORE, in consideration of the premises of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE ACQUIRING FUND
SHARES AND ASSUMPTION OF THE ASSUMED LIABILITIES; LIQUIDATION AND
TERMINATION OF THE ACQUIRED FUND.
1.1 Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Acquired Fund
will transfer all of its assets as set forth in Paragraph 1.2 (the "Acquired
Assets") to the Acquiring Fund free and clear of all liens and encumbrances
(other than those arising under the Securities Act of 1933, as amended (the
"Securities Act"), liens for taxes not yet due and contractual restrictions on
the transfer of the Acquired Assets) and the Acquiring Trust, on behalf of the
Acquiring Fund, agrees in exchange therefor: (i) to issue to the Acquired Fund
the number of Acquiring Fund Shares, including fractional Acquiring Fund
Shares, of each class with an aggregate net asset value ("NAV") equal to the
aggregate NAV of the Acquired Fund attributable to the corresponding class
(determined as set forth in Paragraph 1.4) of the Acquired Fund's shares, as
determined in the manner set forth in Paragraphs 2.1 and 2.2; and (ii) to
assume all of the liabilities and obligations of the Acquired Fund, whether
accrued or contingent, known or unknown, existing at the Closing Date
(collectively, the "Assumed Liabilities"). Such transactions shall take place
at the Closing (as defined in Paragraph 3.1 below).
1.2 (a) The Acquired Assets shall consist of all of the Acquired
Fund's property, including, without limitation, all portfolio securities and
instruments, dividends and interest receivables, cash, goodwill, contractual
rights and choses in action of the Acquired Fund, all other intangible property
owned by the Acquired Fund, originals or copies of all books and records of the
Acquired Fund, and all other assets of the Acquired Fund on the Closing Date.
The Acquiring Fund shall also be entitled to receive copies of all records that
the Acquired Fund is required to maintain under the Investment Company Act of
1940, as amended (the "Investment Company Act"), and the rules of the
Securities and Exchange Commission (the "Commission") promulgated thereunder to
the extent such records pertain to the Acquired Fund.
(b) The Acquired Fund has provided the Acquiring Fund with a list of
all of the Acquired Fund's securities and other assets as of the date of
execution of this Agreement, and the Acquiring Fund has provided the
Acquired Fund with a copy of the current fundamental investment policies and
restrictions and fair value procedures applicable to the Acquiring Fund. The
Acquired Fund
A-1
reserves the right to sell any of such securities or other assets before the
Closing Date (except to the extent sales may be limited by representations of
the Acquired Fund contained herein or in the Acquired Fund Tax Representation
Certificate (as defined below) and made in connection with the issuance of the
tax opinion provided for in Paragraph 8.4 hereof) and agrees not to acquire any
portfolio security that is not an eligible investment for, or that would
violate an investment policy or restriction of, the Acquiring Fund.
1.3 The Acquired Fund will endeavor to discharge all of its known
liabilities and obligations that are or will become due prior to the Closing.
1.4 On or as soon after the Closing Date as is practicable (the
"Liquidation Date"), the Acquired Fund shall liquidate, and distribute pro rata
on a class-by-class basis to its shareholders of record, determined as of the
close of regular trading on the New York Stock Exchange on the Closing Date (the
"Acquired Fund Shareholders"), the Acquiring Fund Shares received by the
Acquired Fund pursuant to Paragraph 1.1 hereof. Each Acquired Fund Shareholder
shall receive the number of full and fractional Acquiring Fund Shares of each
class corresponding to a class of shares of beneficial interest in the Acquired
Fund (the "Acquired Fund Shares") held by such Acquired Fund Shareholder that
has, in each case, an aggregate NAV equal to the aggregate NAV of the Acquired
Fund Shares of the applicable class held of record by such Acquired Fund
Shareholder on the Closing Date. Acquired Fund Shareholders shall receive Class
A, Class C, Class R and Class Y Acquiring Fund Shares in exchange for Class A,
Class C, Class R and Class Y Acquired Fund Shares, respectively. Such
liquidation and distribution will be accomplished by the Acquired Fund
instructing the Acquiring Trust to transfer the Acquiring Fund Shares then
credited to the account of the Acquired Fund on the books of the Acquiring Fund
to open accounts on the share records of the Acquiring Fund established and
maintained by the Acquiring Fund's transfer agent in the names of the Acquired
Fund Shareholders and representing the respective numbers of the Acquiring Fund
Shares of each class due to each such Acquired Fund Shareholder. The Acquired
Fund shall promptly provide the Acquiring Trust with evidence of such
liquidation and distribution. All issued and outstanding Acquired Fund Shares
will simultaneously be cancelled on the books of the Acquired Fund, and the
Acquired Fund will be dissolved. The Acquiring Fund shall not issue certificates
representing the Acquiring Fund Shares in connection with such exchange.
1.5 Ownership of Acquiring Fund Shares will be shown on the books of the
Acquiring Fund's transfer agent. Any certificates representing ownership of
Acquired Fund Shares that remain outstanding on the Closing Date shall be deemed
to be cancelled and shall no longer evidence ownership of Acquired Fund Shares.
1.6 Any transfer taxes payable upon issuance of Acquiring Fund Shares in a
name other than the registered holder of the Acquired Fund Shares on the books
of the Acquired Fund as of that time shall, as a condition of such issuance and
transfer, be paid by the person to whom such Acquiring Fund Shares are to be
issued and transferred.
1.7 Any reporting responsibility of the Acquired Fund for periods ending
on or before the Closing Date, including, but not limited to, the responsibility
for filing of regulatory reports, or other documents with the Commission, any
state securities commissions, and any federal, state or local tax authorities or
any other relevant regulatory authority, is and shall remain the responsibility
of the Acquired Fund.
2. VALUATION
2.1 The NAV per share of each class of the Acquiring Fund Shares and the
NAV per share of each class of the Acquired Fund shall, in each case, be
determined as of the close of regular trading on the New York Stock Exchange
(generally, 4:00 p.m., Eastern time) on the Closing Date (the "Valuation Time").
The Acquiring Fund Adviser shall compute the NAV per Acquiring Fund Share in the
manner set forth in the Acquiring Trust's Agreement and Declaration of Trust
(the "Declaration"), or By-Laws, and the Acquiring Fund's then-current
prospectus and statement of additional information. The Acquiring Fund Adviser
shall compute the NAV per share of the Acquired Fund in the manner set forth in
the Acquired Fund's Agreement and Declaration of Trust, or By-Laws, and the
Acquired Fund's then-current prospectus and statement of additional information.
The Acquiring Fund Adviser shall confirm to the Acquiring Fund the NAV of the
Acquired Fund.
2.2 The number of shares of each class of Acquiring Fund Shares to be
issued (including fractional shares, if any) in exchange for the Acquired Assets
and the assumption of the Assumed Liabilities shall be determined by the
Acquiring Fund Adviser by dividing the NAV of the Acquired Fund attributable to
each class of the Acquired Fund Shares, as determined in accordance with
Paragraph 2.1, by the NAV of an Acquiring Fund Share of the corresponding class,
as determined in accordance with Paragraph 2.1.
2.3 The Acquiring Fund and the Acquired Fund shall cause the Acquiring
Fund Adviser to deliver a copy of its valuation report to the other party at
Closing (as defined in Paragraph 3.1). All computations of value shall be made
by the Acquiring Fund Adviser or its agents in accordance with its regular
practice as pricing agent for the Acquiring Fund and the Acquired Fund.
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3. CLOSING AND CLOSING DATE
3.1 The Closing Date shall be [ ], or such other earlier or later date as
the parties may agree. All acts necessary to consummate the Reorganization (the
"Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern
time) on the Closing Date unless otherwise agreed by the parties. The Closing
shall be held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street,
Boston, Massachusetts, or at such other place as the parties may agree.
3.2 Portfolio securities that are held other than in book-entry form in
the name of Brown Brothers Harriman & Co. (the "Acquired Fund Custodian") as
record holder for the Acquired Fund shall be presented by the Acquired Fund to
Brown Brothers Harriman & Co. (the "Acquiring Fund Custodian") for examination
no later than three (3) business days preceding the Closing Date. Such portfolio
securities shall be delivered by the Acquired Fund to the Acquiring Fund
Custodian for the account of the Acquiring Fund on the Closing Date, duly
endorsed in proper form for transfer, in such condition as to constitute good
delivery thereof in accordance with the custom of brokers, and shall be
accompanied by all necessary federal and state stock transfer stamps or a check
for the appropriate purchase price thereof. Portfolio securities held of record
by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund
shall be delivered by the Acquired Fund Custodian through the Depository Trust
Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian
recording the beneficial ownership thereof by the Acquiring Fund on the
Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired
Fund Custodian transmitting immediately available funds by wire transfer to the
Acquiring Fund Custodian the cash balances maintained by the Acquired Fund
Custodian and the Acquiring Fund Custodian crediting such amount to the account
of the Acquiring Fund.
3.3 The Acquiring Fund Custodian shall deliver within one business day
after the Closing a certificate of an authorized officer stating that the
Acquired Assets have been delivered in proper form to the Acquiring Fund on the
Closing Date. The Acquired Fund shall deliver within one business day after the
Closing a certificate of an authorized officer stating that all necessary
transfer taxes including all applicable federal and state stock transfer stamps,
if any, have been paid, or provision for payment has been made in conjunction
with the delivery of portfolio securities as part of the Acquired Assets.
3.4 If on the Closing Date (a) the New York Stock Exchange is closed to
trading or trading thereon shall be restricted or (b) trading or the reporting
of trading on such exchange or elsewhere is disrupted so that accurate appraisal
of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to
Paragraph 2.1 is impracticable (in the judgment of the Acquiring Trust Board
with respect to the Acquiring Fund and the Acquired Fund Board with respect to
the Acquired Fund), the Closing Date shall be postponed until the first business
day after the day when trading shall have been fully resumed and reporting shall
have been restored or such later date as may be mutually agreed in writing by an
authorized officer of each party.
3.5 The Acquired Fund shall deliver at the Closing a list of the names,
addresses, federal taxpayer identification numbers and U.S. federal tax
withholding statuses of the Acquired Fund Shareholders (and any certificates
reflecting that information) and the number and percentage ownership of
outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of
the Valuation Time, certified by the President or Vice President or a Secretary
or Assistant Secretary of the Acquired Fund and its Treasurer, Secretary or
other authorized officer (the "Shareholder List") as being an accurate record of
the information (a) provided by the Acquired Fund Shareholders, (b) provided by
the Acquired Fund Custodian, or (c) derived from the Acquired Fund's records by
such officers or one of the Acquired Fund's service providers. The Acquiring
Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the
Acquiring Fund Shares to be credited on the Closing Date, or provide evidence
satisfactory to the Acquired Fund that such Acquiring Fund Shares have been
credited to the Acquired Fund's account on the books of the Acquiring Fund. At
the Closing, each party shall deliver to the other such bills of sale, checks,
assignments, stock certificates, receipts or other documents as such other party
or its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES
4.1 Except as set forth on Schedule 4.1 of this Agreement, the Acquired
Fund represents, warrants and covenants to the Acquiring Fund as follows:
(a) The Acquired Fund is a statutory trust validly existing and in
good standing under the laws of the State of Delaware and has the power to own
all of its properties and assets and to perform its obligations under this
Agreement. The Acquired Fund is not required to qualify to do business in any
jurisdiction in which it is not so qualified or where failure to qualify would
subject it to any material liability or disability. The Acquired Fund has all
necessary federal, state and local authorizations to own all of its properties
and assets and to carry on its business as now being conducted;
(b) The Acquired Fund is a registered investment company classified as
a management company of the open-end type, and its registration with the
Commission as an investment company under the Investment Company Act is in full
force and effect;
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(c) The Acquired Fund is not in violation of, and the execution and
delivery of this Agreement and the performance of its obligations under this
Agreement on behalf of the Acquired Fund will not result in a material violation
of, any provision of the Acquired Fund's Declaration or By-Laws or any material
agreement, indenture, instrument, contract, lease or other undertaking with
respect to the Acquired Fund to which the Acquired Fund is a party or by which
the Acquired Fund or any of its assets are bound;
(d) No litigation or administrative proceeding or investigation of or
before any court or governmental body is currently pending or to its knowledge
threatened against the Acquired Fund or any of the Acquired Fund's properties or
assets that, if adversely determined, would materially and adversely affect its
financial condition or the conduct of the Acquired Fund's business. The Acquired
Fund is not a party to or subject to the provisions of any order, decree or
judgment of any court or governmental body which materially adversely affects
the Acquired Fund's business or its ability to consummate the transactions
contemplated herein or would be binding upon the Acquiring Fund as the successor
to the Acquired Fund;
(e) All material contracts or other commitments of the Acquired Fund
(other than this Agreement or agreements for the purchase and sale of securities
entered into in the ordinary course of business and consistent with its
obligations under this Agreement) will terminate at or prior to the Closing Date
and no such termination will result in liability to the Acquired Fund (or the
Acquiring Fund);
(f) The Statement of Assets and Liabilities of the Acquired Fund, and
the related Statements of Operations and Changes in Net Assets, as of and for
the fiscal year ended November 30, 2016, have been audited by Deloitte & Touche
LLP, independent registered public accounting firm, and are in accordance with
generally accepted accounting principles ("GAAP") consistently applied and
fairly reflect, in all material respects, the financial condition of the
Acquired Fund as of such date and the results of its operations for the period
then ended, and all known liabilities, whether actual or contingent, of the
Acquired Fund as of the date thereof are disclosed therein. Except for the
Assumed Liabilities, the Acquired Fund will not have any known or contingent
liabilities on the Closing Date. No significant deficiency, material weakness,
fraud, significant change or other factor that could significantly affect the
internal controls of the Acquired Fund has been disclosed or is required to be
disclosed in the Acquired Fund's reports on Form N-CSR to enable the chief
executive officer and chief financial officer or other officers of the Acquired
Fund to make the certifications required by the Sarbanes-Oxley Act, and no
deficiency, material weakness, fraud, change, event or other factor exists with
respect to the Acquired Fund that will be required to be disclosed in the
Acquiring Fund's Form N-CSR after the Closing Date;
(g) Since the most recent fiscal year end, except as specifically
disclosed in the Acquired Fund's prospectus or its statement of additional
information as in effect on the date of this Agreement, or its semi-annual
report for the six-month period ended May 31, 2017, there has not been any
material adverse change in the Acquired Fund's financial condition, assets,
liabilities, business or prospects, or any incurrence by the Acquired Fund of
indebtedness, except for normal contractual obligations incurred in the ordinary
course of business or in connection with the settlement of purchases and sales
of portfolio securities. For the purposes of this subparagraph (g) (but not for
any other purpose of this Agreement), a decline in NAV per Acquired Fund Share
arising out of its normal investment operations or a decline in market values of
securities in the Acquired Fund's portfolio, a decline in net assets of the
Acquired Fund as a result of redemptions or the discharge of Acquired Fund
liabilities shall not constitute a material adverse change;
(h) On the Closing Date, all federal and other tax returns, dividend
reporting forms and other tax-related reports of the Acquired Fund required by
law to have been filed (taking into account any extensions) shall have been
timely filed (taking such extensions into account) and shall be correct in all
material respects, and all federal and other taxes shown as due or required to
be shown as due from the Acquired Fund on such tax returns, forms and reports
shall have been paid or provision shall have been made for the payment thereof
and, to the best of the Acquired Fund's knowledge, no such return is currently
under audit and no outstanding assessment of any tax has been asserted with
respect to such returns;
(i) For each taxable year of its existence, including the taxable year
ending on the Closing Date, the Acquired Fund has had in effect an election to
be treated as a "regulated investment company" under Subchapter M of the Code,
has satisfied or will satisfy all of the requirements of Subchapter M of the
Code for treatment as a regulated investment company, and has been or will be
eligible to compute its federal income tax under Section 852 of the Code. On or
before the Closing Date, the Acquired Fund will have declared and paid dividends
sufficient to distribute, as dividends qualifying for the dividends-paid
deduction under Section 561 of the Code, substantially all of (a) the sum of (i)
its net tax-exempt interest income, (ii) its investment company taxable income
(as defined in the Code, computed without regard to any deduction for dividends
paid) and (iii) any net capital gain (as such term is used in Sections
852(b)(3)(A) and (C) of the Code) after reduction by any available capital loss
carryforwards, and (b) any other amounts as necessary, in each case for all of
its tax periods ending on or before the Closing Date, such that the Acquired
Fund will have no unpaid tax liability under Section 852 of the Code for any tax
period ending on or before the Closing Date. For each calendar year (including
the calendar
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year that includes the Closing Date), the Acquired Fund will have made such
distributions on or before the Closing Date as are necessary so that for all
calendar years ending on or before the Closing Date, and for the calendar year
that includes the Closing Date, such Acquired Fund will not have any unpaid tax
liability under Section 4982 of the Code;
(j) All issued and outstanding Acquired Fund Shares are, and at the
Closing Date will be, legally issued and outstanding, fully paid and
nonassessable by the Acquired Fund. All of the issued and outstanding Acquired
Fund Shares will, at the time of Closing, be held of record by the persons and
in the amounts set forth in the Shareholder List submitted to the Acquiring Fund
pursuant to Paragraph 3.5 hereof. The Acquired Fund does not have outstanding
any options, warrants or other rights to subscribe for or purchase any Acquired
Fund Shares, nor is there outstanding any security convertible into any Acquired
Fund Shares;
(k) At the Closing Date, the Acquired Fund will have good and
marketable title to the Acquired Assets, and full right, power and authority to
sell, assign, transfer and deliver the Acquired Assets to the Acquiring Fund,
and, upon delivery and payment for the Acquired Assets, the Acquiring Fund will
acquire good and marketable title thereto, subject to no restrictions on the
full transfer thereof, except such restrictions as might arise under the
Securities Act;
(l) The Acquired Fund has the trust power and authority to enter into
and perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement have been duly authorized by all necessary action
on the part of the Acquired Fund's Board of Trustees, and, assuming due
authorization, execution and delivery by the Acquiring Fund, this Agreement will
constitute a valid and binding obligation of the Acquired Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights and to general equity principles;
(m) The information to be furnished by the Acquired Fund to the
Acquiring Fund for use in applications for orders, registration statements and
other documents which may be necessary in connection with the transactions
contemplated hereby and any information necessary to compute the total return of
the Acquired Fund shall be accurate and complete in all material respects and
shall comply in all material respects with federal securities and other laws and
regulations applicable thereto or the requirements of any form for which its use
is intended, and shall not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the information provided not
misleading;
(n) No consent, approval, authorization or order of or filing with any
court or governmental authority is required for the execution of this Agreement
or the consummation of the transactions contemplated by this Agreement by the
Acquired Fund, except such as may be required under the Securities Act, the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Investment
Company Act and the rules and regulations of the Commission thereunder, state
securities laws and the Hart-Scott-Rodino Act;
(o) The provisions of the Acquired Fund's Declaration, the Acquired
Fund's By-Laws and Delaware law do not require the shareholders of the Acquired
Fund to approve this Agreement or the transactions contemplated herein in order
for the Acquired Fund to consummate the transactions contemplated herein;
(p) All of the issued and outstanding Acquired Fund Shares have been
offered for sale and sold in compliance in all material respects with all
applicable federal and state securities laws, except as may have been previously
disclosed in writing to the Acquiring Fund;
(q) The current prospectus and statement of additional information of
the Acquired Fund and any amendments or supplements thereto did not as of their
dates or the dates of their distribution to the public contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which such statements were made, not materially misleading;
(r) The Acquired Fund currently complies in all material respects with
the requirements of, and the rules and regulations under, the Investment Company
Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all other
applicable federal and state laws or regulations. The Acquired Fund currently
complies in all material respects with all investment objectives, policies,
guidelines and restrictions and any compliance procedures established by the
Acquired Fund. All advertising and sales material currently used by the Acquired
Fund complies in all material respects with the applicable requirements of the
Securities Act, the Investment Company Act, the rules and regulations of the
Commission promulgated thereunder, and, to the extent applicable, the Conduct
Rules of the Financial Industry Regulatory Authority ("FINRA") and any
applicable state regulatory authority. All registration statements,
prospectuses, reports, proxy materials or other filings required to be made or
filed with the Commission, FINRA or any state securities authorities used by the
Acquired Fund during the three (3) years prior to the date of this Agreement
have been duly filed and have been approved or declared effective, if such
approval or declaration of effectiveness is required by law. Such registration
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statements, prospectuses, reports, proxy materials and other filings under the
Securities Act, the Exchange Act and the Investment Company Act (i) are or were
in compliance in all material respects with the requirements of all applicable
statutes and the rules and regulations thereunder and (ii) do not or did not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances in which they were made, not false or
misleading;
(s) Neither the Acquired Fund nor, to the knowledge of the Acquired
Fund, any "affiliated person" of the Acquired Fund has been convicted of any
felony or misdemeanor, described in Section 9(a)(1) of the Investment Company
Act, nor, to the knowledge of the Acquired Fund, has any affiliated person of
the Acquired Fund been the subject, or presently is the subject, of any
proceeding or investigation with respect to any disqualification that would be a
basis for denial, suspension or revocation of registration as an investment
adviser under Section 203(e) of the Investment Advisers Act of 1940, as amended
(the "Investment Advisers Act"), or Rule 206(4)-4(b) thereunder or of a
broker-dealer under Section 15 of the Exchange Act, or for disqualification as
an investment adviser, employee, officer or director of an investment company
under Section 9 of the Investment Company Act; and
(t) The tax representation certificate to be delivered by the Acquired
Fund to Morgan, Lewis & Bockius LLP at the Closing pursuant to Paragraph 7.4
(the "Acquired Fund Tax Representation Certificate") will not on the Closing
Date contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein not misleading.
4.2 Except as set forth on Schedule 4.2 of this Agreement, the Acquiring
Trust, on behalf of the Acquiring Fund, represents, warrants and covenants to
the Acquired Fund, as follows:
(a) The Acquiring Fund is a series of the Acquiring Trust. The
Acquiring Trust is a statutory trust validly existing and in good standing under
the laws of the State of Delaware. The Acquiring Trust has the power to own all
of its properties and assets and to perform its obligations under this
Agreement. The Acquiring Fund is not required to qualify to do business in any
jurisdiction in which it is not so qualified or where failure to qualify would
subject it to any material liability or disability. The Acquiring Fund has all
necessary federal, state and local authorizations to own all of its properties
and assets and to carry on its business as now being conducted;
(b) The Acquiring Trust is a registered investment company classified
as a management company of the open-end type, and its registration with the
Commission as an investment company under the Investment Company Act is in full
force and effect;
(c) The current prospectus and statement of additional information of
the Acquiring Fund and any amendment or supplement thereto, conform or conformed
at the time of their distribution to the public in all material respects to the
applicable requirements of the Securities Act and the Investment Company Act and
the rules and regulations of the Commission promulgated thereunder and do not or
did not at the time of their distribution to the public include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not materially misleading;
(d) The Acquiring Trust's registration statement on Form N-1A with
respect to the Acquiring Fund that will be in effect on the Closing Date, and
the prospectus and statement of additional information of the Acquiring Fund
included therein, will conform in all material respects with the applicable
requirements of the Securities Act and the Investment Company Act and the rules
and regulations of the Commission thereunder, and did not as of the effective
date thereof and will not as of the Closing Date contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading;
(e) The Acquiring Trust is not in violation of, and the execution and
delivery of this Agreement and performance of its obligations under this
Agreement on behalf of the Acquiring Fund will not result in a material
violation of, any provisions of the Declaration or By-Laws of the Acquiring
Trust or any material agreement, indenture, instrument, contract, lease or other
undertaking with respect to the Acquiring Fund to which the Acquiring Trust, on
behalf of the Acquiring Fund, is a party or by which the Acquiring Fund or any
of its assets is bound;
(f) No litigation or administrative proceeding or investigation of or
before any court or governmental body is currently pending or to its knowledge
threatened against the Acquiring Fund or any of the Acquiring Fund's properties
or assets that, if adversely determined, would materially and adversely affect
its financial condition or the conduct of the Acquiring Fund's business. Neither
the Acquiring Trust nor the Acquiring Fund is a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially adversely affects the Acquiring Fund's business or its ability
to consummate the transactions contemplated herein;
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(g) The Statement of Assets and Liabilities of the Acquiring Fund, and
the related Statements of Operations and Changes in Net Assets, as of and for
the fiscal year ended August 31, 2016 have been audited by Deloitte & Touche
LLP, independent registered public accounting firm, and are in accordance with
GAAP consistently applied and fairly reflect, in all material respects, the
financial condition of the Acquiring Fund as of such date and the results of its
operations for the period then ended, and all known liabilities, whether actual
or contingent, of the Acquiring Fund as of the date thereof are disclosed
therein;
(h) Since the most recent fiscal year end, except as specifically
disclosed in the Acquiring Fund's prospectus or its statement of additional
information as in effect on the date of this Agreement, or its semi-annual
report for the six-month period ended February 28, 2017, there has not been any
material adverse change in the Acquiring Fund's financial condition, assets,
liabilities, business or prospects, or any incurrence by the Acquiring Fund of
indebtedness, except for normal contractual obligations incurred in the ordinary
course of business or in connection with the settlement of purchases and sales
of portfolio securities. For the purposes of this subparagraph (h) (but not for
any other purpose of this Agreement), a decline in NAV per Acquiring Fund Share
arising out of its normal investment operations or a decline in market values of
securities in the Acquiring Fund's portfolio, a decline in net assets of the
Acquiring Fund as a result of redemptions or the discharge of Acquiring Fund
liabilities shall not constitute a material adverse change;
(i) On the Closing Date, all federal and other tax returns, dividend
reporting forms and other tax-related reports of the Acquiring Fund required by
law to have been filed (taking into account any extensions) shall have been
timely filed (taking such extensions into account) and shall be correct in all
material respects, and all federal and other taxes shown as due or required to
be shown as due from the Acquiring Fund on such tax returns, forms and reports
shall have been paid or provision shall have been made for the payment thereof
and, to the best of the Acquiring Trust's knowledge, no such return is currently
under audit and no outstanding assessment of any tax has been asserted with
respect to such returns;
(j) The Acquiring Fund is a separate series of the Acquiring Trust
treated as a separate corporation from each other series of the Acquiring Trust
under Section 851(g) of the Code. For each taxable year of its existence ending
on or before the Closing Date, the Acquiring Trust has had in effect an election
to be treated as a "regulated investment company" under Subchapter M of the
Code, has satisfied or will satisfy all of the requirements of Subchapter M of
the Code for treatment as a regulated investment company, and has been or will
be eligible to compute its federal income tax under Section 852 of the Code. On
or before the Closing Date, the Acquiring Fund will have declared and paid
dividends sufficient to distribute, as dividends qualifying for the
dividends-paid deduction under Section 561 of the Code, substantially all of (a)
the sum of (i) its net tax-exempt interest income, (ii) its investment company
taxable income (as defined in the Code, computed without regard to any deduction
for dividends paid) and (iii) its net capital gain (as such term is used in
Sections 852(b)(3)(A) and (C) of the Code), if any, after reduction by any
available capital loss carryforwards, and (b) any other amounts as necessary, in
each case for all of its tax periods ending on or before the Closing Date, such
that the Acquiring Fund will have no unpaid tax liability under Section 852 of
the Code for any tax period ending on or before the Closing Date. For each
calendar year ending on or before the Closing Date, the Acquiring Fund will have
made such distributions on or before the Closing Date as are necessary so that
for all calendar years ending on or before the Closing Date the Acquiring Fund
will not have any unpaid tax liability under Section 4982 of the Code. The
Acquiring Fund expects to satisfy the requirements of Subchapter M of the Code
for treatment as a regulated investment company and to be eligible for such
treatment for its taxable year that includes the Closing Date;
(k) The authorized capital of the Acquiring Fund consists of an
unlimited number of shares of beneficial interest, no par value per share. As of
the Closing Date, the Acquiring Fund will be authorized to issue an unlimited
number of shares of beneficial interest, no par value per share. The Acquiring
Fund Shares to be issued and delivered to the Acquired Fund for the account of
the Acquired Fund Shareholders pursuant to the terms of this Agreement will have
been duly authorized on the Closing Date and, when so issued and delivered, will
be legally issued and outstanding, fully paid and non-assessable. The Acquiring
Fund does not have outstanding any options, warrants or other rights to
subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding
any security convertible into any Acquiring Fund Shares;
(l) All issued and outstanding Acquiring Fund Shares are, and on the
Closing Date will be, legally issued, fully paid and non-assessable and have
been offered and sold in every state and the District of Columbia in compliance
in all material respects with all applicable federal and state securities laws;
(m) The Acquiring Trust has the trust power and authority, on behalf
of the Acquiring Fund, to enter into and perform its obligations under this
Agreement. The execution, delivery and performance of this Agreement have been
duly authorized by all necessary action on the part of the Acquiring Trust's
Board of Trustees, and, assuming due authorization, execution and delivery by
the Acquired Fund, this Agreement will constitute a valid and binding obligation
of the Acquiring Trust, on behalf of the Acquiring Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights and to general equity principles;
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(n) The information to be furnished in writing by the Acquiring Trust,
on behalf of the Acquiring Fund, for use in applications for orders,
registration statements and other documents which may be necessary in connection
with the transactions contemplated hereby shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations applicable thereto or the requirements
of any form for which its use is intended, and shall not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the information provided not misleading;
(o) No consent, approval, authorization or order of or filing with any
court or governmental authority is required for the execution of this Agreement
or the consummation of the transactions contemplated by this Agreement by the
Acquiring Trust or the Acquiring Fund, except such as may be required under the
Securities Act, the Exchange Act, the Investment Company Act and the rules and
regulations of the Commission thereunder, state securities laws and the
Hart-Scott-Rodino Act;
(p) The Acquiring Fund currently complies in all material respects
with, the requirements of, and the rules and regulations under, the Investment
Company Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all
other applicable federal and state laws or regulations. The Acquiring Fund
currently complies in all material respects with all investment objectives,
policies, guidelines and restrictions and any compliance procedures established
by the Acquiring Trust with respect to the Acquiring Fund. All advertising and
sales material currently used by the Acquiring Fund complies in all material
respects with the applicable requirements of the Securities Act, the Investment
Company Act, the rules and regulations of the Commission, and, to the extent
applicable, the Conduct Rules of FINRA and any applicable state regulatory
authority. All registration statements, prospectuses, reports, proxy materials
or other filings required to be made or filed with the Commission, FINRA or any
state securities authorities used by the Acquiring Fund during the three (3)
years prior to the date of this Agreement have been duly filed and have been
approved or declared effective, if such approval or declaration of effectiveness
is required by law. Such registration statements, prospectuses, reports, proxy
materials and other filings under the Securities Act, the Exchange Act and the
Investment Company Act (i) are or were in compliance in all material respects
with the requirements of all applicable statutes and the rules and regulations
thereunder and (ii) do not or did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which they were
made, not false or misleading;
(q) Neither the Acquiring Fund nor, to the knowledge of the Acquiring
Fund, any "affiliated person" of the Acquiring Fund has been convicted of any
felony or misdemeanor, described in Section 9(a)(1) of the Investment Company
Act, nor, to the knowledge of the Acquiring Fund, has any affiliated person of
the Acquiring Fund been the subject, or presently is the subject, of any
proceeding or investigation with respect to any disqualification that would be a
basis for denial, suspension or revocation of registration as an investment
adviser under Section 203(e) of the Investment Advisers Act or Rule 206(4)-4(b)
thereunder or of a broker-dealer under Section 15 of the Exchange Act, or for
disqualification as an investment adviser, employee, officer or director of an
investment company under Section 9 of the Investment Company Act; and
(r) The tax representation certificate to be delivered by the
Acquiring Trust, on behalf of the Acquiring Fund, to Morgan, Lewis & Bockius LLP
at the Closing pursuant to Paragraph 6.3 (the "Acquiring Fund Tax Representation
Certificate") will not on the Closing Date contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein not misleading.
5. COVENANTS OF THE FUNDS
The Acquired Fund and the Acquiring Fund, respectively, hereby further
covenant as follows:
5.1 The Acquired Fund covenants that the Acquiring Fund Shares to be
issued hereunder are not being acquired by the Acquired Fund for the purpose of
making any distribution thereof other than in accordance with the terms of this
Agreement;
5.2 The Acquired Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requires concerning the beneficial
ownership of the Acquired Fund Shares.
5.3 Subject to the provisions of this Agreement, each Fund will take, or
cause to be taken, all actions, and do or cause to be done, all things
reasonably necessary, proper or advisable to consummate the transactions
contemplated by this Agreement;
5.4 The Acquired Fund shall furnish to the Acquiring Fund on the Closing
Date a statement of assets and liabilities of the Acquired Fund ("Statement of
Assets and Liabilities") as of the Closing Date setting forth the NAV (as
computed pursuant to Paragraph 2.1) of the Acquired Fund as of the Valuation
Time, which statement shall be prepared in accordance with GAAP consistently
applied and certified by the Acquired Fund's Treasurer or Assistant Treasurer.
As promptly as practicable, but in any case within 30 days after the Closing
Date, the Acquired Fund shall furnish to the Acquiring Trust, on behalf of the
Acquiring Fund, in such form as is
A-8
reasonably satisfactory to the Acquiring Fund, a statement of the earnings and
profits of the Acquired Fund for federal income tax purposes, and of any
capital loss carryovers and other items that will be carried over to the
Acquiring Fund under the Code, and which statement will be certified by the
Treasurer of the Acquired Fund; and
5.5 Neither Fund shall take any action that is inconsistent with the
representations set forth herein or, with respect to the Acquired Fund, in the
Acquired Fund Tax Representation Certificate and, with respect to the Acquiring
Fund or Acquiring Trust, in the Acquiring Fund Tax Representation Certificate.
Unless otherwise required pursuant to a "determination" within the meaning of
Section 1313(a) of the Code, the parties hereto shall treat and report the
Reorganization as a "reorganization" within the meaning of Section 368(a) of the
Code and shall not take any position inconsistent with such treatment.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Acquired Fund to complete the transactions provided
for herein shall be, at its election, subject to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Closing Date, and, in addition thereto, the following further
conditions, unless waived by the Acquired Fund in writing:
6.1 All representations and warranties by the Acquiring Trust, on behalf
of the Acquiring Fund, contained in this Agreement shall be true and correct in
all material respects as of the date hereof and, except as they may be affected
by the transactions contemplated by this Agreement, as of the Closing Date with
the same force and effect as if made on and as of the Closing Date;
6.2 The Acquiring Trust shall have delivered to the Acquired Fund on the
Closing Date a certificate of the Acquiring Trust, on behalf of the Acquiring
Fund, executed in its name by its President or Vice President and its Treasurer
or Assistant Treasurer, in form and substance satisfactory to the Acquired Fund
and dated as of the Closing Date, to the effect that the representations and
warranties of the Acquiring Trust made in this Agreement on behalf of the
Acquiring Fund are true and correct in all material respects at and as of the
Closing Date, except as they may be affected by the transactions contemplated by
this Agreement, that each of the conditions to Closing in this Article 6 has
been met, and as to such other matters as the Acquired Fund shall reasonably
request;
6.3 The Acquiring Trust, on behalf of the Acquiring Fund, shall have
delivered to Morgan, Lewis & Bockius LLP an Acquiring Fund Tax Representation
Certificate, satisfactory to Morgan, Lewis & Bockius LLP, in a form mutually
acceptable to the Acquiring Trust and the Acquired Fund, concerning certain
tax-related matters; and
6.4 With respect to the Acquiring Fund, the Board of Trustees of the
Acquiring Trust shall have determined that the Reorganization is in the best
interests of the Acquiring Fund and, based upon such determination, shall have
approved this Agreement and the transactions contemplated hereby.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be, at its election, subject to the performance by the
Acquired Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following further
conditions, unless waived by the Acquiring Fund in writing:
7.1 All representations and warranties of the Acquired Fund contained in
this Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date with the same force and effect as if made
on and as of the Closing Date;
7.2 The Acquired Fund shall have delivered to the Acquiring Trust the
Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph
5.4, together with a list of its portfolio securities showing the federal income
tax bases and holding periods of such securities, as of the Closing Date,
certified by the Acquired Fund's Treasurer or Assistant Treasurer;
7.3 The Acquired Fund shall have delivered to the Acquiring Trust on the
Closing Date a certificate of the Acquired Fund, executed in its name by its
President or Vice President and a Treasurer or Assistant Treasurer, in form and
substance reasonably satisfactory to the Acquiring Trust and dated as of the
Closing Date, to the effect that the representations and warranties of the
Acquired Fund made in this Agreement are true and correct in all material
respects at and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement, that each of the conditions to
Closing in this Article 7 has been met, and as to such other matters as the
Acquiring trust shall reasonably request;
7.4 The Acquired Fund shall have delivered to Morgan, Lewis & Bockius LLP
an Acquired Fund Tax Representation Certificate, satisfactory to Morgan, Lewis &
Bockius LLP, in a form mutually acceptable to the Acquiring Trust and the
Acquired Fund, concerning certain tax-related matters; and
A-9
7.5 The Board of Trustees of the Acquired Fund shall have determined that
the Reorganization is in the best interests of the Acquired Fund and, based upon
such determination, shall have approved this Agreement and the transactions
contemplated hereby.
8. FURTHER CONDITIONS PRECEDENT
If any of the conditions set forth below does not exist on or before
the Closing Date with respect to either party hereto, the other party to this
Agreement shall, at its option, not be required to consummate the transactions
contemplated by this Agreement:
8.1 On the Closing Date, no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein;
8.2 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state Blue Sky and securities authorities) deemed
necessary by either party hereto to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of
either party hereto, provided that either party may waive any such conditions
for itself;
8.3 The registration statement on Form N-14 filed in connection with this
Agreement shall have become effective under the Securities Act and no stop order
suspending the effectiveness of the registration statement shall have been
issued and, to the knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the Securities Act;
8.4 The parties shall have received an opinion of Morgan, Lewis & Bockius
LLP, satisfactory to the Acquired Fund and the Acquiring Trust and subject to
customary assumptions and qualifications, substantially to the effect that,
based upon certain facts, assumptions and representations, and upon
certifications contained in the Acquiring Fund Tax Representation Certificate
and the Acquired Fund Tax Representation Certificate, for federal income tax
purposes (i) the Reorganization will constitute a "reorganization" within the
meaning of Section 368(a) of the Code, and each of the Acquired Fund and the
Acquiring Fund will be a "party to a reorganization" within the meaning of
Section 368(b) of the Code; (ii) no gain or loss will be recognized by the
Acquired Fund in the Reorganization on the transfer of the Acquired Assets to
the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the
assumption by the Acquiring Trust, on behalf of the Acquiring Fund, of the
Assumed Liabilities, or upon the distribution of the Acquiring Fund Shares to
the Acquired Fund shareholders in complete liquidation of the Acquired Fund,
except for (A) gain or loss that may be recognized with respect to "section 1256
contracts" as defined in Section 1256(b) of the Code, (B) gain that may be
recognized on the transfer of stock in a "passive foreign investment company" as
defined in Section 1297(a) of the Code, and (C) any other gain or loss that may
be required to be recognized as a result of the closing of the Acquired Fund's
taxable year or upon the transfer of an asset regardless of whether such
transfer would otherwise be a non-recognition transaction under the Code; (iii)
the tax basis in the hands of the Acquiring Fund of the Acquired Assets will be
the same as the tax basis of such Acquired Assets in the hands of the Acquired
Fund immediately prior to the transfer thereof, increased by the amount of gain
(or decreased by the amount of loss), if any, recognized by the Acquired Fund on
the transfer; (iv) the holding period in the hands of the Acquiring Fund of each
Acquired Asset, other than Acquired Assets with respect to which gain or loss is
required to be recognized in the Reorganization, will include the period during
which the Acquired Asset was held by the Acquired Fund (except where investment
activities of the Acquiring Fund have the effect of reducing or eliminating the
holding period with respect to an Acquired Asset); (v) no gain or loss will be
recognized by the Acquiring Fund upon its receipt of the Acquired Assets solely
in exchange for Acquiring Fund Shares and the assumption by the Acquiring Trust,
on behalf of the Acquiring Fund, of the Assumed Liabilities as part of the
Reorganization; (vi) no gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of all of their Acquired Fund Shares solely for
Acquiring Fund Shares as part of the Reorganization; (vii) the aggregate tax
basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives
in the Reorganization will be the same as the aggregate tax basis of the
Acquired Fund Shares exchanged therefor; (viii) each Acquired Fund Shareholder's
holding period for the Acquiring Fund Shares received in the Reorganization will
include the holding period for the Acquired Fund Shares exchanged therefor,
provided that the Acquired Fund Shareholder held such Acquired Fund Shares as
capital assets on the date of exchange. Notwithstanding anything in this
Agreement to the contrary, neither the Acquired Fund nor the Acquiring Fund may
waive the condition set forth in this paragraph 8.4.
8.5 The Acquired Fund shall have distributed to the Acquired Fund
Shareholders, in a distribution or distributions qualifying for the deduction
for dividends paid under Section 561 of the Code, all of the Acquired Fund's
investment company taxable income (as defined in Section 852(b)(2) of the Code
determined without regard to Section 852(b)(2)(D) of the Code) for its taxable
year ending on the Closing Date, all of the excess of (i) its interest income
excludable from gross income under Section 103(a) of the
A-10
Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of
the Code for its taxable year ending on the Closing Date, and all of its net
capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the
Code), after reduction by any available capital loss carryforward, for its
taxable year ending on the Closing Date.
9. BROKERAGE FEES AND EXPENSES
9.1 Each party hereto represents and warrants to the other party hereto
that there are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.
9.2 Amundi Pioneer will pay 50% of the expenses incurred in connection
with the Reorganization (including, but not limited to, the preparation of the
registration statement on Form N-14). Each of the Acquired Fund and the
Acquiring Fund agrees to pay 25% of the expenses incurred in connection with the
Reorganization (including, but not limited to, the preparation of the
registration statement on Form N-14). Notwithstanding any of the foregoing,
expenses will in any event be paid by the party directly incurring such expenses
if and to the extent that the payment by another person of such expenses would
result in a failure by either Fund to qualify for treatment as a "regulated
investment company" within the meaning of Section 851 of the Code or would
prevent the Reorganization from qualifying as a "reorganization" within the
meaning of Section 368 of the Code or otherwise result in the imposition of tax
on either Fund or on either Fund's shareholders.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Acquiring Trust and the Acquired Fund each agrees that neither
party has made any representation, warranty or covenant not set forth herein or
referred to in Paragraphs 4.1 or 4.2 hereof and that this Agreement constitutes
the entire agreement between the parties.
10.2 The covenants to be performed after the Closing by both the Acquiring
Trust and the Acquired Fund shall survive the Closing. The representations and
warranties and all other covenants contained in this Agreement or in any
document delivered pursuant hereto or in connection herewith shall not survive
the consummation of the transactions contemplated hereunder.
11. TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
Acquiring Trust and the Acquired Fund. In addition, either party may at its
option terminate this Agreement at or prior to the Closing Date:
(a) by resolution of the Acquiring Trust's Board of Trustees if
circumstances should develop that, in the good faith opinion of such Board, make
proceeding with the Agreement not in the best interests of the Acquiring Fund's
shareholders; or
(b) by resolution of the Acquired Fund's Board of Trustees if
circumstances should develop that, in the good faith opinion of such Board, make
proceeding with the Agreement not in the best interests of the Acquired Fund's
shareholders.
11.2 In the event of any such termination, there shall be no liability for
damages on the part of the Acquiring Trust, the Acquiring Fund or the Acquired
Fund, or the trustees or officers of the Acquired Fund or the Acquiring Trust,
but, subject to Paragraph 9.2, each party shall bear the expenses incurred by it
incidental to the preparation and carrying out of this Agreement.
12. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Acquired Fund and the Acquiring Trust; provided that nothing contained in this
Section 12 shall be construed to prohibit the parties from amending this
Agreement to change the Closing Date.
13. NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Acquired Fund and the
Acquiring Trust at 60 State Street, Boston, Massachusetts 02109.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
14.1 The article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
A-11
14.3 This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware, without giving effect to conflict of
laws principles (other than Delaware Code Title 6 [section] 2708); provided
that, in the case of any conflict between those laws and the federal securities
laws, the latter shall govern.
14.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by
either party without the prior written consent of the other party hereto.
Nothing herein expressed or implied is intended or shall be construed to confer
upon or give any person, firm or corporation, or other entity, other than the
parties hereto and their respective successors and assigns, any rights or
remedies under or by reason of this Agreement.
* * * * *
A-12
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first set forth above by its President
or Vice President and attested by its Secretary or Assistant Secretary.
Attest: Pioneer Series Trust V,
on behalf of its series,
Pioneer Global Equity Fund
By:_________________________________________
Name:
Title:
Attest: Pioneer Emerging Markets Fund
By:_________________________________________
Name:
Title:
Attest: Solely for purposes of paragraph 9.2 of the Agreement:
Amundi Pioneer Asset Management, Inc.
By:_________________________________________
Name:
Title:
A-13
SCHEDULE 4.1
A-14
SCHEDULE 4.2
A-15
30450-00-0817
PIONEER GLOBAL EQUITY FUND
(a series of Pioneer Series Trust V)
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
______________, 2017
This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the related combined Information Statement and
Prospectus (also dated ______________, 2017) which covers Class A, Class C,
Class R and Class Y shares of Pioneer Global Equity Fund to be issued in
exchange for corresponding shares of Pioneer Emerging Markets Fund. Please
retain this Statement of Additional Information for further reference.
The Prospectus is available to you from Amundi Pioneer Asset Management,
Inc. free of charge by calling 1-800-225-6292.
Page
-----
INTRODUCTION ......................................................... SAI-2
EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE ..................... SAI-2
ADDITIONAL INFORMATION ABOUT EACH PIONEER FUND ....................... SAI-2
PRO FORMA COMBINED FINANCIAL STATEMENTS .............................. SAI-2
SAI-1
INTRODUCTION
This Statement of Additional Information is intended to supplement the
information provided in an Information Statement and Prospectus dated
______________, 2017 (the "Information Statement and Prospectus") relating to
the reorganization of Pioneer Emerging Markets Fund into Pioneer Global Equity
Fund.
EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference, unless
otherwise indicated. Shareholders will receive a copy of each document that is
incorporated by reference upon any request to receive a copy of this Statement
of Additional Information.
1. Pioneer Global Equity Fund's Statement of Additional Information
dated April 1, 2017, as supplemented (File Nos. 333-129005 and
811-21823), as filed with the Securities and Exchange Commission on
March 29, 2017 (Accession No. 0001341256-17- 000006) is incorporated
herein by reference.
2. Pioneer Global Equity Fund's Annual Report for the fiscal year ended
August 31, 2016 (File No. 811-21823), as filed with the Securities
and Exchange Commission on October 27, 2016 (Accession No.
0001051010-16-000005) is incorporated herein by reference.
3. Pioneer Global Equity Fund's Semi-Annual Report for the fiscal
period ended February 28, 2017 (File No. 811-21823), as filed with
the Securities and Exchange Commission on May 1, 2017 (Accession No.
0001341256-17-000012) is incorporated herein by reference.
4. Pioneer Emerging Markets Fund's Statement of Additional Information
dated April 1, 2017, as supplemented (File No. 33-76894 and
811-08448), as filed with the Securities and Exchange Commission on
March 29, 2017 (Accession No. 0000276776-17- 000023) is incorporated
herein by reference.
5. Pioneer Emerging Markets Fund's Annual Report for the fiscal year
ended November 30, 2016 (File No. 811-08448), as filed with the
Securities and Exchange Commission on January 31, 2017 (Accession
No. 0000921023-17-000001) is incorporated herein by reference.
6. Pioneer Emerging Markets Fund's Semi-Annual Report for the fiscal
period ended May 31, 2017 (File No. 811-08448), as filed with the
Securities and Exchange Commission on July 28, 2017 (Accession No.
0000276776-17-000045) is incorporated herein by reference.
ADDITIONAL INFORMATION ABOUT
EACH PIONEER FUND
Additional information about each Pioneer Fund can be found in the most
recent Statement of Additional Information of each Pioneer Fund, which is
incorporated by reference into this registration statement.
PRO FORMA COMBINED FINANCIAL STATEMENTS
Pro forma financial statements relating to the reorganization follow
below.
SAI-2
Pro Forma Schedule of Investments
Pioneer Global Equity Fund
02/28/17
(unaudited)
Pioneer
Pioneer Pioneer Global
Pioneer Global Pioneer Emerging Equity Fund
Pioneer Emerging Equity Fund % of Global Markets Pro Forma
Global Markets ProForma Pro Forma Equity Fund Fund ProForma Combined
Equity Fund Fund ProForma Combined Combined Market Market Adjustment Market
Shares Shares Adjustment Shares Net Assets Value Value (a) Value
-----------------------------------------------------------------------------------------------------------------------------------
Preferred Stock 0.0%
Technology Hardware 0.0%
& Equipment
Computer Hardware 0.0%
Storage & Peripherals
-- 2,959 (2,959) -- Samsung Electronics Co., $ -- $3,907,219 $ (3,907,219) $ --
Ltd.
-----------------------------------------------------------------------------------------------------------------------------------
Total Preferred Stock $ -- $3,907,219 $ (3,907,219) $ --
-----------------------------------------------------------------------------------------------------------------------------------
Common Stocks 95.8%
Energy 3.9%
Oil & Gas Refining
& Marketing 1.0%
14,794 -- 4,840 19,634 HollyFrontier Corp. $ 433,168 $ -- $ 141,701 $ 574,869
-- 14,290,872 -- 14,290,872 KenolKobil, Ltd. Group -- 1,958,483 -- 1,958,483
-----------------------------------------------------------------------------------------------------------------------------------
$ 433,168 $1,958,483 $ 141,701 $ 2,533,352
-----------------------------------------------------------------------------------------------------------------------------------
Oil & Gas Equipment
& Services 2.5%
-- 1,287,097 -- 1,287,097 TMK PJSC (G.D.R.) $ -- $6,694,161 $ -- $ 6,694,161
-----------------------------------------------------------------------------------------------------------------------------------
Integrated Oil & Gas 0.4%
-- 265,528 -- 265,528 Gazprom PJSC (A.D.R.) $ -- $1,183,184 $ -- $ 1,183,184
-----------------------------------------------------------------------------------------------------------------------------------
Total Energy $ 433,168 $9,835,828 $ 141,701 $10,410,697
-----------------------------------------------------------------------------------------------------------------------------------
Materials 5.0%
Construction Materials 1.3%
78,770 -- 25,768 104,538 CRH Plc $ 2,654,313 $ -- $ 868,295 $ 3,522,608
-----------------------------------------------------------------------------------------------------------------------------------
Paper Packaging 1.0%
42,758 -- 13,987 56,745 Sealed Air Corp. $ 1,987,392 $ -- $ 650,128 $ 2,637,520
-----------------------------------------------------------------------------------------------------------------------------------
Diversified Metals
& Mining 2.6%
-- 10,580,000 -- 10,580,000 MMG, Ltd. * $ -- $4,164,317 $ -- $ 4,164,317
52,168 -- 17,066 69,234 Rio Tinto Plc 2,127,104 -- 695,830 2,822,934
-----------------------------------------------------------------------------------------------------------------------------------
$ 2,127,104 $4,164,317 $ 695,830 $ 6,987,251
-----------------------------------------------------------------------------------------------------------------------------------
Total Materials $ 6,768,809 $4,164,317 $ 2,214,253 $13,147,379
-----------------------------------------------------------------------------------------------------------------------------------
Capital Goods 8.3%
Aerospace & Defense 1.5%
382,132 -- 125,005 507,137 BAE Systems Plc $ 2,990,671 $ -- $ 978,326 $ 3,968,997
-----------------------------------------------------------------------------------------------------------------------------------
Building Products 0.4%
23,889 -- 7,815 31,704 USG Corp. * $ 805,776 $ -- $ 263,590 $ 1,069,366
-----------------------------------------------------------------------------------------------------------------------------------
Industrial Conglomerates 1.0%
15,349 -- 5,021 20,370 Siemens AG $ 1,997,395 $ -- $ 653,400 $ 2,650,795
-----------------------------------------------------------------------------------------------------------------------------------
Industrial Machinery 1.8%
-- 1,205,500 -- 1,205,500 China Conch Venture $ -- $2,389,968 $ -- $ 2,389,968
Holdings, Ltd. *
12,050 -- 3,942 15,992 Ingersoll-Rand Plc 956,288 -- 312,827 1,269,115
41,394 -- 13,541 54,935 SKF AB 786,364 -- 257,240 1,043,604
-----------------------------------------------------------------------------------------------------------------------------------
$ 1,742,652 $2,389,968 $ 570,067 $ 4,702,687
-----------------------------------------------------------------------------------------------------------------------------------
Construction & Engineering 0.9%
-- 3,595,000 -- 3,595,000 Beijing Urban Construction $ -- $2,295,405 $ -- $ 2,295,405
Design & Development
Group Co., Ltd.
-----------------------------------------------------------------------------------------------------------------------------------
Trading Companies &
Distributors 2.8%
43,269 -- 14,154 57,423 United Rentals, Inc. * $ 5,539,730 $ -- $ 1,812,190 $ 7,351,920
-----------------------------------------------------------------------------------------------------------------------------------
Total Capital Goods $13,076,224 $4,685,373 $ 4,277,573 $22,039,170
-----------------------------------------------------------------------------------------------------------------------------------
Transportation 0.4%
Trucking 0.4%
15,151 -- 4,956 20,107 DSV A/S $ 746,146 $ -- $ 244,084 $ 990,230
-----------------------------------------------------------------------------------------------------------------------------------
Total Transportation $ 746,146 $ -- $ 244,084 $ 990,230
-----------------------------------------------------------------------------------------------------------------------------------
SAI-3
Pro Forma Schedule of Investments (continued)
Pioneer Global Equity Fund
02/28/17
(unaudited)
Pioneer
Global
Pioneer Pioneer Pioneer Equity
Pioneer Global Global Emerging Fund
Pioneer Emerging Equity Fund % of Equity Markets Pro Forma
Global Markets ProForma Pro Forma Fund Fund ProForma Combined
Equity Fund Fund ProForma Combined Combined Market Market Adjustment Market
Shares Shares Adjustment Shares Net Assets Value Value (a) Value
-----------------------------------------------------------------------------------------------------------------------------------
Automobiles & Components 2.6%
Auto Parts & Equipment 2.6%
59,224 -- 19,374 78,598 Gentex Corp. $1,245,481 $ -- $ 407,429 $ 1,652,910
-- 1,356,471 (1,356,471) -- Tupy SA -- 6,033,911 (6,033,911) --
65,005 -- 21,265 86,270 Valeo SA 3,997,416 -- 1,307,659 5,305,075
-----------------------------------------------------------------------------------------------------------------------------------
$5,242,897 $6,033,911 $(4,318,823) $ 6,957,985
-----------------------------------------------------------------------------------------------------------------------------------
Total Automobiles & Components $5,242,897 $6,033,911 $(4,318,823) $ 6,957,985
-----------------------------------------------------------------------------------------------------------------------------------
Consumer Durables & Apparel 5.2%
Apparel, Accessories & 1.5%
Luxury Goods
91,055 -- 29,786 120,841 Moncler S.p.A. * $1,739,249 $ -- $ 568,954 $ 2,308,203
11,633 -- 3,805 15,438 Pandora A/S 1,326,921 -- 434,070 1,760,991
-----------------------------------------------------------------------------------------------------------------------------------
$3,066,170 $ -- $ 1,003,024 $ 4,069,194
-----------------------------------------------------------------------------------------------------------------------------------
Leisure Products 1.6%
-- 9,775,000 -- 9,775,000 Goodbaby International $ -- $4,352,298 $ -- $ 4,352,298
Holdings, Ltd.
-----------------------------------------------------------------------------------------------------------------------------------
Homebuilding 2.0%
38,861 -- 12,712 51,573 PulteGroup, Inc. $ 856,885 $ -- $ 280,309 $ 1,137,194
190,200 -- 62,219 252,419 Sekisui Chemical Co., 3,146,084 -- 1,029,166 4,175,250
Ltd.
-----------------------------------------------------------------------------------------------------------------------------------
$4,002,969 $ -- $ 1,309,475 $ 5,312,444
-----------------------------------------------------------------------------------------------------------------------------------
Total Consumer Durables
& Apparel $7,069,139 $4,352,298 $ 2,312,499 $13,733,936
-----------------------------------------------------------------------------------------------------------------------------------
Consumer Services 2.0%
Hotels, Resorts &
Cruise Lines 0.5%
22,623 -- 7,401 30,024 InterContinental Hotels $1,065,042 $ -- $ 348,403 $ 1,413,445
Group Plc
-----------------------------------------------------------------------------------------------------------------------------------
Restaurants 1.5%
298,253 -- 97,566 395,819 Domino's Pizza Group Plc $1,420,957 $ -- $ 464,832 $ 1,885,789
27,650 -- 9,045 36,695 Starbucks Corp. 1,572,456 -- 514,391 2,086,847
-----------------------------------------------------------------------------------------------------------------------------------
$2,993,413 $ -- $ 979,223 $ 3,972,636
-----------------------------------------------------------------------------------------------------------------------------------
Casinos & Gaming 0.0%
-- 393 -- 393 NagaCorp, Ltd. $ -- $ 215 $ -- $ 215
-----------------------------------------------------------------------------------------------------------------------------------
Total Consumer Services $4,058,455 $ 215 $ 1,327,626 $ 5,386,296
-----------------------------------------------------------------------------------------------------------------------------------
Media 3.8%
Broadcasting 1.0%
31,427 -- 10,281 41,708 CBS Corp. (Class B) $2,071,668 $ -- $ 677,696 $ 2,749,364
-----------------------------------------------------------------------------------------------------------------------------------
Advertising 1.1%
31,618 -- 10,343 41,961 Publicis Groupe SA $2,132,036 $ -- $ 697,444 $ 2,829,480
-----------------------------------------------------------------------------------------------------------------------------------
Cable & Satellite 1.7%
-- 28,464 -- 28,464 Naspers, Ltd. $ -- $4,555,679 $ -- $ 4,555,679
-----------------------------------------------------------------------------------------------------------------------------------
Total Media $4,203,704 $4,555,679 $ 1,375,140 $10,134,523
-----------------------------------------------------------------------------------------------------------------------------------
Food & Staples Retailing 4.1%
Drug Retail 3.1%
39,313 -- 12,860 52,173 CVS Health Corp. $3,167,842 $ -- $ 1,036,283 $ 4,204,125
46,000 -- 15,048 61,048 Sundrug Co., Ltd. 3,028,014 -- 990,542 4,018,556
-----------------------------------------------------------------------------------------------------------------------------------
$6,195,856 $ -- $ 2,026,825 $ 8,222,681
-----------------------------------------------------------------------------------------------------------------------------------
Food Retail 1.0%
22,085 -- 7,225 29,310 Walgreens Boots $1,907,702 $ -- $ 624,059 $ 2,531,761
Alliance, Inc.
-----------------------------------------------------------------------------------------------------------------------------------
Total Food & $8,103,558 $ -- $ 2,650,884 $10,754,442
Staples Retailing
-----------------------------------------------------------------------------------------------------------------------------------
Food, Beverage &
Tobacco 1.6%
Brewers 1.6%
-- 38,749 -- 38,749 Anheuser-Busch $ -- $4,193,420 $ -- $ 4,193,420
InBev SA/NV
-----------------------------------------------------------------------------------------------------------------------------------
SAI-4
Pro Forma Schedule of Investments (continued)
Pioneer Global Equity Fund
02/28/17
(unaudited)
Pioneer
Pioneer Global
Global Pioneer Pioneer Equity
Pioneer Equity Global Emerging Fund
Pioneer Emerging Fund % of Equity Markets Pro Forma
Global Markets ProForma Pro Forma Fund Fund ProForma Combined
Equity Fund Fund ProForma Combined Combined Market Market Adjustment Market
Shares Shares Adjustment Shares Net Assets Value Value (a) Value
-----------------------------------------------------------------------------------------------------------------------------------
Packaged Foods & Meats 0.0%
-- 2,761,754 (2,761,754) -- Marfrig Global Foods $ -- $ 5,549,890 $ (5,549,890) $ --
SA *
-----------------------------------------------------------------------------------------------------------------------------------
Total Food, Beverage $ -- $ 9,743,310 $ (5,549,890) $ 4,193,420
& Tobacco
-----------------------------------------------------------------------------------------------------------------------------------
Household & Personal
Products 0.4%
Personal Products 0.4%
18,220 -- 5,960 24,180 Unilever Plc 0.4% $ 863,229 $ -- $ 282,385 $ 1,145,614
-----------------------------------------------------------------------------------------------------------------------------------
Total Household & $ 863,229 $ -- $ 282,385 $ 1,145,614
Personal Products
-----------------------------------------------------------------------------------------------------------------------------------
Health Care Equipment & 0.8%
Services
Managed Health Care 0.8%
8,037 -- 2,629 10,666 Humana, Inc. 0.8% $ 1,697,816 $ -- $ 555,400 $ 2,253,216
-----------------------------------------------------------------------------------------------------------------------------------
Total Health Care $ 1,697,816 $ -- $ 555,400 $ 2,253,216
Equipment & Services
-----------------------------------------------------------------------------------------------------------------------------------
Pharmaceuticals,
Biotechnology &
Life Sciences 7.1%
Biotechnology 3.1%
26,607 -- 8,704 35,311 Celgene Corp. * $ 3,286,231 $ -- $ 1,075,012 $ 4,361,243
48,355 -- 15,818 64,173 Shire Plc 2,911,048 -- 952,279 3,863,327
-----------------------------------------------------------------------------------------------------------------------------------
$ 6,197,279 $ -- $ 2,027,291 $ 8,224,570
-----------------------------------------------------------------------------------------------------------------------------------
Pharmaceuticals 4.0%
8,851 -- 2,895 11,746 Jazz Pharmaceuticals $ 1,173,820 $ -- $ 383,987 $ 1,557,807
Plc *
55,367 -- 18,112 73,479 Novartis AG 4,322,827 -- 1,414,109 5,736,936
71,914 -- 23,525 95,439 Pfizer, Inc. 2,453,706 -- 802,671 3,256,377
-----------------------------------------------------------------------------------------------------------------------------------
$ 7,950,353 $ -- $ 2,600,767 $10,551,120
-----------------------------------------------------------------------------------------------------------------------------------
Total Pharmaceuticals, $14,147,632 $ -- $ 4,628,058 $18,775,690
Biotechnology & Life
Sciences
-----------------------------------------------------------------------------------------------------------------------------------
Banks 10.3%
Diversified Banks 9.7%
458,605 -- 150,022 608,627 Aldermore Group Plc $ 1,317,085 $ -- $ 430,853 $ 1,747,938
2,693,000 -- 880,950 3,573,950 Bank Rakyat Indonesia
Persero Tbk PT 2,379,880 -- 778,521 3,158,401
41,152 -- 13,462 54,614 BNP Paribas SA 2,405,599 -- 786,934 3,192,533
-- 3,891,000 -- 3,891,000 China Construction -- 3,198,617 -- 3,198,617
Bank Corp.
-- 3,223,148 -- 3,223,148 Eurobank Ergasias SA -- 2,151,578 -- 2,151,578
-- 196 (196) -- HDFC Bank, Ltd. -- 4,230 (4,230) --
-- 66,484 (66,484) -- HDFC Bank, Ltd. (A.D.R.) -- 4,766,238 (4,766,238) --
227,173 -- 74,314 301,487 ING Groep NV 3,134,510 -- 1,025,380 4,159,890
56,021 -- 18,326 74,347 JPMorgan Chase & Co. 5,076,623 -- 1,660,695 6,737,318
-- 415 (415) -- Mega Financial Holding -- 323 (323) --
Co., Ltd.
-- 5,494,989 -- 5,494,989 National Bank of -- 1,397,565 -- 1,397,565
Greece SA
-- 4,010,379 (4,010,379) -- Philippine National -- 4,565,320 (4,565,320) --
Bank *
-- 83,464 (83,464) -- Shinhan Financial -- 3,423,497 (3,423,497) --
Group Co., Ltd.
-- 278,195,244 (278,195,244) -- United Bank for -- 4,561,139 (4,561,139) --
Africa Plc
-- 20,959,731 (20,959,731) -- Zenith Bank Plc -- 1,009,658 (1,009,658) --
-----------------------------------------------------------------------------------------------------------------------------------
$14,313,697 $25,078,165 $(13,648,022) $25,743,840
-----------------------------------------------------------------------------------------------------------------------------------
Regional Banks 0.6%
7,457,400 -- 2,439,509 9,896,909 Bank Tabungan Negara $ 1,184,074 $ -- $ 387,341 $ 1,571,415
Persero Tbk PT
-----------------------------------------------------------------------------------------------------------------------------------
Total Banks $15,497,771 $25,078,165 $(13,260,681) $27,315,255
-----------------------------------------------------------------------------------------------------------------------------------
Diversified Financials 7.6%
Specialized Finance 1.5%
10,963 -- 3,586 14,549 Intercontinental
Exchange, Inc. $ 626,316 $ -- $ 204,884 $ 831,200
32,036 -- 10,480 42,516 Nasdaq, Inc. 2,278,080 -- 745,219 3,023,299
-----------------------------------------------------------------------------------------------------------------------------------
$ 2,904,396 $ -- $ 950,103 $ 3,854,499
-----------------------------------------------------------------------------------------------------------------------------------
SAI-5
Pro Forma Schedule of Investments (continued)
Pioneer Global Equity Fund
02/28/17
(unaudited)
Pioneer
Pioneer Global
Global Pioneer Pioneer Equity
Pioneer Equity Global Emerging Fund
Pioneer Emerging Fund % of Equity Markets Pro Forma
Global Markets ProForma Pro Forma Fund Fund ProForma Combined
Equity Fund Fund ProForma Combined Combined Market Market Adjustment Market
Shares Shares Adjustment Shares Net Assets Value Value (a) Value
-------------------------------------------------------------------------------------------------------------------------------
Consumer Finance 3.7%
-- 2,753 -- 2,753 Credito Real $ -- $ 3,408 $ -- $ 3,408
SAB de CV SOFOM ER
73,750 -- 24,126 97,876 Discover Financial 5,246,575 -- 1,716,291 6,962,866
Services, Inc.
59,716 -- 19,535 79,251 Synchrony Financial 2,164,108 -- 707,936 2,872,044
-------------------------------------------------------------------------------------------------------------------------------
$ 7,410,683 $ 3,408 $ 2,424,227 $ 9,838,318
-------------------------------------------------------------------------------------------------------------------------------
Asset Management & 2.4%
Custody Banks
15,786 -- 5,164 20,950 Affiliated Managers $ 2,650,943 $ -- $ 867,192 $ 3,518,135
Group, Inc. *
5,567 -- 1,821 7,388 BlackRock, Inc. 2,156,990 -- 705,607 2,862,597
-------------------------------------------------------------------------------------------------------------------------------
$ 4,807,933 $ -- $ 1,572,799 $ 6,380,732
-------------------------------------------------------------------------------------------------------------------------------
Total Diversified $15,123,012 $ 3,408 $ 4,947,129 $20,073,549
Financials
-------------------------------------------------------------------------------------------------------------------------------
Insurance 2.1%
Insurance Brokers 0.6%
9,798 -- 3,205 13,003 Willis Towers $ 1,258,357 $ -- $ 411,641 $ 1,669,998
Watson Plc
-------------------------------------------------------------------------------------------------------------------------------
Multi-line Insurance 1.3%
11,101 -- 3,631 14,732 Allianz SE * $ 1,930,782 $ -- $ 631,609 $ 2,562,391
52,607 -- 17,209 69,816 Assicurazioni 754,024 -- 246,661 1,000,685
Generali S.p.A.
-------------------------------------------------------------------------------------------------------------------------------
$ 2,684,806 $ -- $ 878,270 $ 3,563,076
-------------------------------------------------------------------------------------------------------------------------------
Life & Health
Insurance 0.1%
-- 73,325 -- 73,325 China Life Insurance $ -- $ 224,008 $ -- $ 224,008
Co., Ltd.
-------------------------------------------------------------------------------------------------------------------------------
Total Insurance $ 3,943,163 $ 224,008 $ 1,289,911 $ 5,457,082
-------------------------------------------------------------------------------------------------------------------------------
Real Estate 1.7%
Diversified Real
Estate Activities 1.3%
509,800 -- 166,769 676,569 Leopalace21 Corp. $ 2,681,669 $ -- $ 877,244 $ 3,558,913
-------------------------------------------------------------------------------------------------------------------------------
Real Estate Services 0.4%
-- 67,333 -- 67,333 China Overseas $ -- $ 12,120 $ -- $ 12,120
Property
Holdings, Ltd 717,021 -- 234,556 951,577
67,452 -- 22,065 89,517 Savills Plc
-------------------------------------------------------------------------------------------------------------------------------
$ 717,021 $ 12,120 $ 234,556 $ 963,697
-------------------------------------------------------------------------------------------------------------------------------
Total Real Estate $ 3,398,690 $ 12,120 $ 1,111,800 $ 4,522,610
-------------------------------------------------------------------------------------------------------------------------------
Software & Services 13.3%
Internet Software
& Services 7.4%
-- 42,795 -- 42,795 Alibaba Group $ -- $4,403,606 $ -- $ 4,403,606
Holding, Ltd. (A.D.R.)
4,373 -- 1,431 5,804 Alphabet, Inc. 3,694,879 -- 1,208,691 4,903,570
(Class A)
4,507 -- 1,474 5,981 Alphabet, Inc. 3,710,207 -- 1,213,705 4,923,912
(Class C)
-- 547,031 -- 547,031 ChinaCache -- 1,181,587 -- 1,181,587
International
Holdings,
Ltd. (A.D.R.)*
95,300 -- 31,175 126,475 eBay, Inc. * 3,230,670 -- 1,056,836 4,287,506
-------------------------------------------------------------------------------------------------------------------------------
$10,635,756 $5,585,193 $ 3,479,232 $19,700,181
-------------------------------------------------------------------------------------------------------------------------------
IT Consulting &
Other Services 1.4%
-- 37,093,000 -- 37,093,000 China ITS Holdings $ -- $2,728,143 $ -- $ 2,728,143
Co., Ltd.
63,439 -- 20,753 84,192 HCL Technologies, Ltd. 798,157 -- 261,098 1,059,255
-------------------------------------------------------------------------------------------------------------------------------
$ 798,157 $2,728,143 $ 261,098 $ 3,787,398
-------------------------------------------------------------------------------------------------------------------------------
Data Processing & 1.8%
Outsourced Services
28,198 -- 9,224 37,422 PayPal Holdings, Inc. $ 1,184,316 $ -- $ 387,421 $ 1,571,737
28,038 -- 9,172 37,210 Visa, Inc. 2,465,662 -- 806,582 3,272,244
-------------------------------------------------------------------------------------------------------------------------------
$ 3,649,978 $ -- $ 1,194,003 $ 4,843,981
-------------------------------------------------------------------------------------------------------------------------------
Systems Software 2.6%
82,608 -- 27,023 109,631 Microsoft Corp. $ 5,285,260 $ -- $ 1,728,946 $ 7,014,206
-------------------------------------------------------------------------------------------------------------------------------
Total Software & Services $20,369,151 $8,313,336 $ 6,663,279 $35,345,766
-------------------------------------------------------------------------------------------------------------------------------
SAI-6
Pro Forma Schedule of Investments (continued)
Pioneer Global Equity Fund
02/28/17
(unaudited)
Pioneer
Pioneer Global
Global Pioneer Pioneer Equity
Pioneer Equity Global Emerging Fund
Pioneer Emerging Fund % of Equity Markets Pro Forma
Global Markets ProForma Pro Forma Fund Fund ProForma Combined
Equity Fund Fund ProForma Combined Combined Market Market Adjustment Market
Shares Shares Adjustment Shares Net Assets Value Value (a) Value
-----------------------------------------------------------------------------------------------------------------------------------
Technology Hardware & 8.7%
Equipment
Computer Storage &
Peripherals 4.6%
66,667 -- 21,809 88,476 Apple, Inc. $ 9,132,711 $ -- $ 2,987,547 $ 12,120,258
-----------------------------------------------------------------------------------------------------------------------------------
Computer Hardware 2.6%
Storage & Peripherals
3,057 -- 1,000 4,057 Samsung Electronics Co., Ltd. $ 5,170,673 $ -- $ 1,691,462 $ 6,862,135
-----------------------------------------------------------------------------------------------------------------------------------
Electronic Equipment 0.2%
Manufacturers
54,268 -- 17,752 72,020 Fitbit, Inc. $ 337,004 $ -- $ 110,243 $ 447,247
-----------------------------------------------------------------------------------------------------------------------------------
Electronic Components 1.3%
89,800 -- 29,376 119,176 Alps Electric Co., Ltd. $ 2,680,546 $ -- $ 876,876 $ 3,557,422
-----------------------------------------------------------------------------------------------------------------------------------
Electronic Manufacturing
Services 0.1%
38,651 -- 12,644 51,295 Global Display Co., Ltd. $ 147,281 $ -- $ 48,179 $ 195,460
-- 1,530,886 (1,530,886) -- Hon Hai Precision -- 4,469,733 (4,469,733) --
Industry Co., Ltd.
-----------------------------------------------------------------------------------------------------------------------------------
$ 147,281 $ 4,469,733 $(4,421,554) $ 195,460
-----------------------------------------------------------------------------------------------------------------------------------
Total Technology Hardware &
Equipment $ 17,468,215 $ 4,469,733 $ 1,244,574 $ 23,182,522
-----------------------------------------------------------------------------------------------------------------------------------
Semiconductors & 3.2%
Semiconductor Equipment
Semiconductors Equipment 0.0%
-- 243,217 (243,217) -- Wonik IPS Co., Ltd. $ -- $ 4,795,475 $(4,795,475) $ --
-----------------------------------------------------------------------------------------------------------------------------------
Semiconductors 3.2%
58,181 -- 19,033 77,214 SK Hynix, Inc. $ 2,388,994 $ -- $ 781,502 $ 3,170,496
21,057 -- 6,888 27,945 Skyworks Solutions, Inc. * 1,996,414 -- 653,079 2,649,493
341,000 689,000 (577,450) 452,550 Taiwan Semiconductor 2,087,122 4,217,088 (3,534,336) 2,769,874
Manufacturing Co., Ltd.
-----------------------------------------------------------------------------------------------------------------------------------
$ 6,472,530 $ 4,217,088 $(2,099,755) $ 8,589,863
-----------------------------------------------------------------------------------------------------------------------------------
Total Semiconductors & $ 6,472,530 $ 9,012,563 $(6,895,230) $ 8,589,863
Semiconductor Equipment
-----------------------------------------------------------------------------------------------------------------------------------
Telecommunication Services 3.7%
Integrated
Telecommunication 2.1%
Services
75,459 -- 24,685 100,144 AT&T, Inc. $ 3,153,432 $ -- $ 1,031,570 $ 4,185,002
25,000 -- 8,178 33,178 Nippon Telegraph & 1,058,814 -- 346,365 1,405,179
Telephone Corp.
-----------------------------------------------------------------------------------------------------------------------------------
$ 4,212,246 $ -- $ 1,377,935 $ 5,590,181
-----------------------------------------------------------------------------------------------------------------------------------
Wireless Telecommunication 1.6%
Services
-- 8,744,240 -- 8,744,240 Global Telecom Holding SAE * $ -- $ 3,378,456 $ -- $ 3,378,456
-- 1,670,771 (1,670,771) -- TIM Participacoes SA -- 5,208,528 (5,208,528) --
288,687 -- 94,437 383,124 Vodafone Group Plc 723,356 -- 236,629 959,985
-----------------------------------------------------------------------------------------------------------------------------------
$ 723,356 $ 8,586,984 $(4,971,899) $ 4,338,441
-----------------------------------------------------------------------------------------------------------------------------------
Total Telecommunication Services $ 4,935,602 $ 8,586,984 $(3,593,964) $ 9,928,622
-----------------------------------------------------------------------------------------------------------------------------------
Utilities 0.0%
Electric Utilities 0.0%
-- 11,329 (11,329) -- Korea Electric Power $ -- $ 434,024 $ (434,024) $ --
Corp. *
-----------------------------------------------------------------------------------------------------------------------------------
Total Utilities $ -- $ 434,024 $ (434,024) $ --
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS $153,618,911 $99,505,272 $ 1,213,684 $254,337,867
-----------------------------------------------------------------------------------------------------------------------------------
SAI-7
Pro Forma Schedule of Investments (continued)
Pioneer Global Equity Fund
02/28/17
(unaudited)
Pioneer
Global
Pioneer Pioneer Equity
Global Emerging Fund
% of Equity Markets Pro Forma
Pro Forma Fund Fund ProForma Combined
Principal Principal ProForma Principal Combined Market Market Adjustment Market
Amount ($) Amount ($) Adjustment Amount ($) Net Assets Value Value (a) Value
-------------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AND 1.1%
AGENCY OBLIGATION
2,300,000 -- 752,390 3,052,390 U.S. Treasury Bills, $2,299,784 $ -- $ 752,319 $3,052,103
3/9/17 (c) 1.1%
-------------------------------------------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT $2,299,784 $ -- $ 752,319 $3,052,103
AND AGENCY OBLIGATION
-------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 3.0%
Municipal Development 0.7%
100,000 -- 32,713 132,713 Lower Neches Valley Authority $ 100,000 $ -- $ 32,713 $ 132,713
Industrial Development Corp.,
Floating Rate Note,
0.55% ,11/1/38
100,000 -- 32,713 132,713 Mississippi Business Finance 100,000 -- 32,713 132,713
Corp., Floating Rate Note,
0.58%, 12/1/30
645,000 -- 210,996 855,996 Mississippi Business Finance 645,000 -- 210,996 855,996
Corp., Floating Rate Note,
0.57%, 12/1/30
600,000 -- 196,276 796,276 Mississippi Business Finance 600,000 -- 196,276 796,276
Corp., Floating Rate Note,
0.57%, 12/1/30
-------------------------------------------------------------------------------------------------------------------------------
$1,445,000 $ -- $ 472,698 $1,917,698
-------------------------------------------------------------------------------------------------------------------------------
Higher Municipal Education 0.3%
305,000 -- 99,773 404,773 Massachusetts Health & $ 305,000 $ -- $ 99,773 $ 404,773
Educational Facilities
Authority, Floating
Rate Note, 0.41%, 11/1/49
340,000 -- 111,223 451,223 The University of Texas 340,000 -- 111,223 451,223
System, Floating Rate
Note, 0.60%, 8/1/25
-------------------------------------------------------------------------------------------------------------------------------
$ 645,000 $ -- $ 210,996 $ 855,996
-------------------------------------------------------------------------------------------------------------------------------
Municipal Medical 2.0%
1,200,000 -- 392,551 1,592,551 Geisinger Authority, $1,200,000 $ -- $ 392,551 $1,592,551
Floating Rate
Note, 0.55%, 8/1/22
1,670,000 -- 546,300 2,216,300 Harris County Health 1,670,000 -- 546,300 2,216,300
Facilities Development
Corp., Floating Rate
Note, 0.57%, 12/1/41
1,120,000 -- 366,381 1,486,381 Harris County Health 1,120,000 -- 366,381 1,486,381
Facilities Development
Corp., Floating Rate
Note, 0.57%, 12/1/41
-------------------------------------------------------------------------------------------------------------------------------
$3,990,000 $ -- $1,305,232 $5,295,232
-------------------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS $6,080,000 $ -- $1,988,926 $8,068,926
-------------------------------------------------------------------------------------------------------------------------------
CORPORATE BOND 0.0%
Pharmaceuticals, 0.0%
Biotechnology & Life Sciences
Pharmaceuticals
BRL -- 562,000 (562,000) -- Hypermarcas SA, 11.3%, $ -- $47,710 $ (47,710) $ --
10/15/18
-------------------------------------------------------------------------------------------------------------------------------
TOTAL CORPORATE BOND $ -- $47,710 $ (47,710) $ --
-------------------------------------------------------------------------------------------------------------------------------
SAI-8
Pro Forma Schedule of Investments (continued)
Pioneer Global Equity Fund
02/28/17
(unaudited)
Pioneer
Pioneer Global
Pioneer Emerging Equity Fund
% of Global Markets Pro Forma
Pro Forma Equity Fund Fund Combined
ProForma Combined Market Market ProForma Market
Shares Shares Adjustment Shares Net Assets Value Value Adjustment (a) Value
-----------------------------------------------------------------------------------------------------------------------------------
RIGHT/WARRANT 0.0%
Food, Beverage & Tobacco 0.0%
Packaged Foods & Meats
-- 39,707 (39,707) -- Flour Mills of Nigeria 0.0% $ -- $ -- $ -- $ --
Plc, 12/31/49
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RIGHTS / WARRANTS $ -- $ -- $ -- $ --
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS 100.0%
IN SECURITIES $161,998,695 $103,460,201 $ -- $265,458,896
-----------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES 0.0% $ (413,654) $ 503,868 $ -- $ 90,214
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL NET ASSETS 100.0% $161,585,041 $103,964,069 $ -- $265,486,610(b)
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT AT COST $141,479,835 $108,254,952 $(1,294,277) $248,440,510
-----------------------------------------------------------------------------------------------------------------------------------
* Non-income producing security.
(a) Specific investments held by Pioneer Emerging Markets Fund are required to
be sold due to registration restrictions. They are assumed to be sold for
cash, with proceeds being reallocated amongst existing investments held by
Pioneer Global Equity Fund.
(b) Reflects costs of the reorganization.
SAI-9
Pro Forma Statement of Assets and Liabilities
Pioneer Global Equity Fund
February 28, 2017
(unaudited)
Pioneer
Global
Pioneer Pioneer Equity Fund
Global Emerging Pro Forma Pro Forma
Equity Fund Markets Fund Adjustments Combined
--------------------------------------------------------
ASSETS:
Investment in securities (cost $141,479,835 and $108,254,952,
respectively) $161,998,695 $103,460,201 $265,458,896
Cash 1,007,638 58,264 470,717(d) 1,536,619
Restricted cash * -- 377,543 (377,543)(d) --
Foreign cash, at value (cost $72 and $1,750,357, respectively) 154 1,829,759 1,829,913
Receivables -
Investment securities sold 810,078 -- 810,078
Fund shares sold 186,033 71,396 257,429
Dividends 367,490 117,244 484,734
Interest 2,634 6,632 9,266
Variation margin on futures contracts -- 2,096 (2,096)(d) --
Unrealized appreciation on forward foreign currency contracts -- 408,970 (408,970)(d) --
Unrealized appreciation on total return rate swap agreements 258,651 -- 258,651
Due from Amundi Pioneer Asset Management, Inc.
(Amundi Pioneer), formerly Pioneer Investment Management, Inc. 12,548 -- 12,548
Other assets 50,299 18,886 69,185
-----------------------------------------------------------------------------------------------------------------------------------
Total assets $164,694,220 $106,350,991 $270,727,319
-----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Payables -
Investment securities purchased $ 2,667,038 $ 1,677,744 $ 4,344,782
Fund shares repurchased 159,833 168,694 328,527
Dividends -- 239 239
Trustee fees 1,329 1,309 2,638
Restricted cash * 140,983 -- 140,983
Unrealized depreciation on forward foreign currency contracts -- 317,892 (317,892)(d) --
Variation margin for futures contracts 4,456 -- 4,456
Due to affiliates 39,951 17,285 57,236
Transfer agent expense -- 61,797 61,797
Custody expense -- 46,207 46,207
Accrued expenses 95,589 95,755 62,500(b) 253,844
-----------------------------------------------------------------------------------------------------------------------------------
Total liabilities $ 3,109,179 $ 2,386,922 $ 5,240,709
-----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $143,901,931 $143,856,577 $287,758,508
Distributions in excess of net investment income (134,410) (601,115) (62,500)(b) (798,025
Accumulated net realized loss on investments, futures contracts,
swap contracts and foreign currency transactions (2,969,911) (34,829,993) (1,049,357)(c) (38,849,261
Net unrealized appreciation (depreciation) on investments 20,518,860 (4,794,751) 1,294,277(c) 17,018,386
Net unrealized appreciation on futures contracts 18,740 153,842 (153,842)(d) 18,740
Net unrealized appreciation on swap contracts 258,651 -- 258,651
Net unrealized appreciation (depreciation) on forward foreign
currency contracts and other assets and liabilities
denominated in foreign currencies (8,820) 179,509 (91,078)(d) 79,611
-----------------------------------------------------------------------------------------------------------------------------------
Total net assets $161,585,041 $103,964,069 $265,486,610
-----------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to pro forma financial statements.
SAI-10
Pro Forma Statement of Assets and Liabilities (continued)
Pioneer Global Equity Fund
February 28, 2017
(unaudited)
Pioneer
Global
Pioneer Pioneer Equity Fund
Global Emerging Pro Forma Pro Forma
Equity Fund Markets Fund Adjustments Combined
-----------------------------------------------------------
NET ASSETS BY CLASS:
Class A $71,687,818 $ 67,772,486 $ (34,235) $ 139,426,069
------------------------------------------------------------------------------------------------------------------
Class C $11,986,237 $ 11,502,806 $ (5,776) $ 23,483,267
------------------------------------------------------------------------------------------------------------------
Class K $53,656,666 $ -- $ (10,377) $ 53,646,289
------------------------------------------------------------------------------------------------------------------
Class R $17,020,382 $ 20,903,891 $ (9,575) $ 37,914,698
------------------------------------------------------------------------------------------------------------------
Class Y $ 7,233,938 $ 3,784,886 $ (2,537) $ 11,016,287
------------------------------------------------------------------------------------------------------------------
OUTSTANDING SHARES:
(No par value, unlimited number of shares authorized)
Class A 5,032,250 3,834,393 921,571(a) 9,788,214
------------------------------------------------------------------------------------------------------------------
Class C 857,714 797,263 26,130(a) 1,681,107
------------------------------------------------------------------------------------------------------------------
Class K 3,766,247 -- -- 3,766,247
------------------------------------------------------------------------------------------------------------------
Class R 1,202,026 1,240,404 235,859(a) 2,678,289
------------------------------------------------------------------------------------------------------------------
Class Y 507,042 193,732 71,502(a) 772,276
------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE:
Class A $ 14.25 $ 17.67 $ 14.25
------------------------------------------------------------------------------------------------------------------
Class C $ 13.97 $ 14.43 $ 13.97
------------------------------------------------------------------------------------------------------------------
Class K $ 14.25 $ -- $ 14.25
------------------------------------------------------------------------------------------------------------------
Class R $ 14.16 $ 16.85 $ 14.16
------------------------------------------------------------------------------------------------------------------
Class Y $ 14.27 $ 19.54 $ 14.27
------------------------------------------------------------------------------------------------------------------
MAXIMUM OFFERING PRICE:
Class A ($14.25 and $17.67 / 94.25%, respectively) $ 15.12 $ 18.75 $ 15.12
------------------------------------------------------------------------------------------------------------------
* Represents restricted cash deposited at the custodian and/or counterparty
for derivative contracts.
(a) Class A, Class C, Class R and Class Y shares of Pioneer Emerging Markets
Fund are exchanged for Class A, Class C, Class R and Class Y shares of
Pioneer Global Equity Fund, respectively.
(b) Reflects one-time cost related to the reorganization.
(c) Specific investments held by Pioneer Emerging Markets Fund are required to
be sold due to registration restrictions. They are assumed to be sold for
cash, with proceeds being reallocated amongst existing investments held by
Pioneer Global Equity Fund.
(d) Derivative investments held by Pioneer Emerging Markets Fund are assumed
to be sold for cash due to registration restrictions.
See accompanying notes to pro forma financial statements.
SAI-11
Pro Forma Statement of Operations
Pioneer Global Equity Fund
For the Year Ended February 28, 2017
(unaudited)
Pioneer Pioneer
Global Emerging Pro Forma Pro Forma
Equity Fund Markets Fund Adjustments Combined
-------------------------------------------------------
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $201,812 and $389,421,
respectively) $3,586,539 $ 2,561,316 $ -- $ 6,147,855
Interest (net of foreign taxes withheld of $- and $3,450,
respectively) 135,078 13,944 -- 149,022
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Total investment income $3,721,617 $ 2,575,260 $ -- $ 6,296,877
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EXPENSES:
Management fees $1,211,770 $ 1,137,213 $ (358,518)(b) $ 1,990,465
Transfer agent fees
Class A 94,879 78,272 173,151
Class C 15,910 14,490 30,400
Class K (1,119) -- 1,173(b) 54
Class R 18,508 3,553 22,061
Class Y 4,499 199 4,698
Distribution fees
Class A 181,227 168,256 349,483
Class C 122,116 116,957 239,073
Class R 69,341 102,283 171,624
Shareholder communication expense 128,261 244,765 (1,173)(b) 371,853
Administrative reimbursements 104,124 89,940 (61,366)(b) 132,698
Custodian fees 50,787 224,658 (187,865)(b) 87,580
Registration fees 29,658 70,132 99,790
Professional fees 65,540 87,632 (78,732)(a) 74,440
Printing expense 32,291 62,109 (58,609)(a) 35,791
Fees and expenses of nonaffiliated trustees 7,657 7,647 (5,214)(a) 10,090
Miscellaneous 16,762 57,061 (45,283)(a) 28,540
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Total expenses $2,152,211 $ 2,465,167 $ (795,587) $ 3,821,791
Less fees waived and expenses reimbursed by Amundi Pioneer
Asset Management, Inc., formerly Pioneer Investment Management,
Inc. (PIM) (250,089) (294,218) 184,568(b) (359,739)
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Net expenses $1,902,122 $ 2,170,949 $ (611,019) $ 3,462,052
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Net investment income $1,819,495 $ 404,311 $ 611,019 $ 2,834,825
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REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain (loss) on:
Investments $1,142,755 $(5,348,603) $(1,294,277)(c) $(5,500,125)
Futures contracts 354,167 (393,213) 153,842(d) 114,796
Written options -- -- -- --
Swap contracts 783,665 -- -- 783,665
Forward foreign currency contracts and other assets
and liabilities denominated in foreign currencies (83,912) (3,211,124) 91,078(d) (3,203,958)
Change in net unrealized gain (loss) on:
Investments 22,632,444 31,606,404 1,294,277(c) 55,533,125
Futures contracts 7,242 209,071 (153,842)(d) 62,471
Swap contracts 258,651 -- -- 258,651
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies 22,195 823,673 (91,078)(d) 754,790
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Net realized and unrealized gain (loss) on investments,
futures contracts, written options, swap contracts and
foreign currency transactions $25,117,207 $23,686,208 $ -- $48,803,415
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Net increase in net assets resulting from operations $26,936,702 $24,090,519 $ 611,019 $51,638,240
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(a) Reflects reduction in expenses due to elimination of duplicate services.
(b) Reflects change is fee structure to conform with Pioneer Global Equity
Fund's custodian, administrative, management, transfer agent agreements.
(c) Represents the realized loss on the sale of certain securities held by
Pioneer Emerging Markets Fund.
(d) Represents the realized gain on the sale of derivative investments held by
Pioneer Emerging Markets Fund.
See accompanying notes to pro forma financial statements.
SAI-12
Pioneer Global Equity Fund
PRO FORMA NOTES TO COMBINING FINANCIAL STATEMENTS
February 28, 2017
1. Description of the Fund
Pioneer Global Equity Fund (the Fund) is one of three portfolios comprising
Pioneer Series Trust V, 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 five classes of shares designated as Class A, Class C, Class K,
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.
2. Basis of Combination
The accompanying pro forma combining financial statements, and related notes,
are presented to show the effect of the proposed Reorganization of Pioneer
Emerging Markets Fund with and into the Fund (the "Reorganization"), as if such
Reorganization had taken place as of February 28, 2017.
Under the terms of an Agreement and Plan of Reorganization between these two
funds, the combination of the Fund and Pioneer Emerging Markets Fund will be
treated as a tax-free business combination and accordingly will be accounted
for by a method of accounting for tax-free reorganizations of investment
companies. The Reorganization will be accomplished by an acquisition of the net
assets of the Pioneer Emerging Markets Fund in exchange for shares of the Fund
at the Fund's net asset values. The accompanying schedules of investments,
statements of assets and liabilities and the related statements of operations
of the Fund and Pioneer Emerging Markets Fund have been combined as of and for
the twelve months ended February 28, 2017. Following the Reorganization, the
Fund will be the accounting survivor. Amundi Pioneer Asset Management, Inc.
(Amundi Pioneer), the advisor, has agreed to pay 50% of the expenses associated
with the Reorganization, and the Fund and Pioneer Emerging Markets Fund will
equally bear the remaining costs of the Reorganization. These costs are
reflected in the pro forma financial statements.
These pro forma financial statements and related notes should be read in
conjunction with the financial statements of the Fund and Pioneer Emerging
Markets Fund included in their respective semiannual reports to shareowners
dated February 28, 2017 and May 31, 2017, respectively. The schedule of
investments and the statement of assets and liabilities have been shown to
reflect the liquidation of certain securities and derivative investments held
by Pioneer Emerging Markets Fund that are ineligible to be transferred to the
Fund due to registration restrictions. Proceeds from the sale of investment
securities have been reallocated into existing investments held by the Fund.
Proceeds from the sale of derivative investments have been redeemed for cash.
The statement of operations reflect the realized gain/loss from the partial
sale of Pioneer Emerging Markets Fund's holdings and other adjustments made to
expenses for Pioneer affiliate contractual rates and duplicate services that
would not have been incurred if the Reorganization took place on March 1,
2016.
3. 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.
SAI-13
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 principal exchanges and markets for non-U.S. equity securities have closing
times prior to the close of the NYSE. However, the value of these securities
may be influenced by changes in global markets occurring after the closing
times of the local exchanges and markets up to the time the Fund determines its
net asset value. Consequently, the Fund uses a fair value model developed by an
independent pricing service to value non-U.S. equity securities. On a daily
basis, the pricing service recommends changes, based on a proprietary model, to
the closing market prices of each non-U.S. security held by the Fund to reflect
the security's fair value at the time the Fund determines its net asset value.
The Fund applies these recommendations in accordance with procedures approved
by the Board of Trustees.
Fixed-income securities are valued by using prices supplied by independent
pricing services, which consider such factors as market prices, market events,
quotations from one or more brokers, Treasury spreads, yields, maturities and
ratings, or may use a pricing matrix or other fair value methods or techniques
to provide an estimated value of the security or instrument. A pricing matrix
is a means of valuing a debt security on the basis of current market prices for
other debt securities, historical trading patterns in the market for
fixed-income securities and/or other factors. Non-U.S. debt securities that are
listed on an exchange will be valued at the bid price obtained from an
independent third party pricing service. When independent third party pricing
services are unable to supply prices, or when prices or market quotations are
considered to be unreliable, the value of that security may be determined using
quotations from one or more broker-dealers.
Cash may include overnight deposits at approved financial institutions.
Futures contracts are generally valued at the closing settlement price
established by the exchange on which they are traded.
Swap contracts, including interest rate swaps, caps and floors (other than
centrally cleared swap contracts) are valued at the dealer quotations obtained
from reputable International Swap Dealers Association members. Centrally
cleared swaps are valued at the daily settlement price provided by the central
clearing counterparty.
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 February 28, 2017, no securities were valued using fair value methods (other
than securities valued using prices supplied by independent pricing services).
4. 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.
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.
5. Capital Shares
The pro forma net asset value per share assumes the issuance of shares of the
Fund that would have been issued at February 28, 2017, in connection with the
proposed Reorganization. The number of shares assumed to be issued is equal to
the net assets of the Pioneer Emerging Markets Fund, as of February 28, 2017,
divided by the net asset value of the Fund's shares as of February 28, 2017.
The pro forma number of shares outstanding, by class, for the combined Fund
consists of the following at February 28, 2017:
SAI-14
Shares of Additional Total
Pioneer Global Shares Assumed Outstanding
Equity Fund Issued In Shares
Class of Shares Pre-Combination Reorganization Post-Combination
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Class A 5,032,250 4,755,964 9,788,214
Class C 857,714 823,393 1,681,107
Class K 3,766,247 -- 3,766,247
Class R 1,202,026 1,476,263 2,678,289
Class Y 507,042 265,234 772,276
6. Management Agreement
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.
(Amundi Pioneer) and the name of Pioneer Funds Distributor, Inc. changed to
Amundi Pioneer Distributor, Inc.
Amundi Pioneer, formerly PIM, manages the Fund's portfolio. Management fees are
calculated daily at the annual rate equal to 0.75% of the Fund's average daily
net assets up to $500 million, 0.70% of the next $500 million of the Fund's
average daily net assets and 0.65% of the Fund's average daily net assets over
$1 billion.
Amundi Pioneer, formerly PIM, has contractually agreed to limit ordinary
operating expenses (ordinary operating expenses means all fund expenses other
than extraordinary expenses, such as litigation, taxes, brokerage commissions
and acquired fund fees and expenses) of the Fund to the extent required to
reduce Fund expenses to 1.30%, 2.20%, 0.80%, 1.55% and 0.80% of the average
daily net assets attributable to Class A, Class C, Class K, Class R and Class Y
shares, respectively. Fees waived and expenses reimbursed during the twelve
months ended February 28, 2017, are reflected on the Statement of Operations.
There can be no assurance that Amundi Pioneer, formerly PIM, will extend the
expense limitation agreement for a class of shares beyond the date referred to
above.
7. Change in Independent Registered Public Accounting Firm
Deloitte & Touche LLP, the Fund's independent registered public accounting
firm, has informed the Board that it will no longer be independent with respect
to the Fund upon the completion of the transaction and, accordingly, that it
has resigned as the Fund's independent registered public accounting firm upon
the completion of the transaction. The Board engaged a new independent
registered public accounting firm for the Fund upon the completion of the
transaction.
During the periods that Deloitte & Touche LLP has served as the Fund's
independent registered public accounting firm, including the Fund's two most
recent fiscal years, Deloitte & Touche LLP'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 Deloitte
& Touche LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche
LLP 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.
8. Federal Income Taxes
Each fund has elected to be taxed as a "regulated investment company" under the
Internal Revenue Code. After the acquisition, it will continue to be the Fund's
policy to comply with the requirements of the Internal Revenue Code applicable
to regulated investment companies and to distribute all of its taxable income
and net realized capital gains, if any, to its shareowners. Therefore, no
federal income tax provision is required.
The identified cost of investments for these funds is substantially the same
for both financial and federal income tax purposes. The cost of investments
will remain unchanged for the combined Fund.
SAI-15
PART C
OTHER INFORMATION
PIONEER SERIES TRUST V
ITEM 15.INDEMNIFICATION
No change from the information set forth in Item 30 of the most recently filed
Registration Statement of Pioneer Series Trust V (the "Registrant") on Form
N-1A under the Securities Act of 1933 and the Investment Company Act of 1940
(File Nos. 333-129005 and 811-21823), as filed with the Securities and Exchange
Commission on March 29, 2017 (Accession No. 0001341256-17-000006), which
information is incorporated herein by reference.
ITEM 16.EXHIBITS
(1)(a) Amended and Restated Agreement and Declaration of Trust (January 12, 2016) (7)
(1)(b) Certificate of Trust (1)
(2) Amended and Restated By-Laws (4)
(3) Not applicable --
(4) Form of Agreement and Plan of Reorganization (*)
(5) Reference is made to Exhibits (1) and (2) hereof --
(6)(a) Management Agreement with Amundi Pioneer Asset Management, Inc. (July 3, 2017) (**)
(6)(b) Expense Limit Agreement (August 1, 2017) (**)
(7)(a) Underwriting Agreement with Amundi Pioneer Distributor, Inc. (July 3, 2017) (**)
(7)(b) Dealer Sales Agreement (3)
(8) Not applicable --
(9)(a) Custodian Agreement (2)
(9)(b) Amended Appendix A to Custodian Agreement (December 10, 2014) (6)
(9)(c) Amendment to Custodian Agreement (May 31, 2016) (7)
(10)(a) Pioneer Funds Distribution Plan dated February 1, 2008 (as amended January 10, (8)
2017)
(10)(b) Multiple Class Plan Pursuant to Rule 18f-3 - Pioneer Global Equity Fund (8)
(10)(c) Multiple Class Plan Pursuant to Rule 18f-3 - Pioneer High Income Municipal Fund (2)
(11) Opinion of Counsel (legality of securities being offered) (**)
(12) Form of opinion as to tax matters and consent (**)
(13)(a) Transfer Agency Agreement (November 2, 2015) (7)
(13)(b) Amended and Restated Administration Agreement (February 1, 2017) (8)
(13)(c) Administrative Agency Agreement, dated as of March 5, 2012, between Brown (5)
Brothers Harriman & Co. and Pioneer Investment Management, Inc.
(13)(d) Appendix A to Administrative Agency Agreement (December 27, 2016) (8)
(14) Consent of Independent Registered Public Accounting Firm (**)
(15) Not applicable --
(16) Powers of Attorney (**)
(17)(a) Code of Ethics of the Pioneer Funds, Amundi Pioneer Distributor, Inc., Amundi (6)
Pioneer Institutional Asset Management, Inc., and Amundi Pioneer Asset
Management, Inc. (September 20, 2013)
(17)(b) Prospectus of Pioneer Global Equity Fund dated April 1, 2017, as supplemented, (**)
and Statement of Additional Information of Pioneer Global Equity Fund dated
April 1, 2017, as supplemented.
(17)(c) Prospectus of Pioneer Emerging Markets Fund dated April 1, 2017, as (**)
supplemented, and Statement of Additional Information of Pioneer Emerging
Markets Fund dated April 1, 2017, as supplemented.
(17)(d) Annual Report of Pioneer Global Equity Fund for the fiscal year ended (**)
August 31, 2016.
(17)(e) Semi-Annual Report of Pioneer Global Equity Fund for the fiscal period ended (**)
February 28, 2017.
(17)(f) Annual Report of Pioneer Emerging Markets Fund for the fiscal year ended (**)
November 30, 2016.
(17)(g) Semi-Annual Report of Pioneer Emerging Markets Fund for the fiscal period ended (**)
May 31, 2017.
* * * * * *
(1)Previously filed. Incorporated herein by reference from the exhibits filed
with the Registrant's initial registration statement on Form N-1A (File Nos.
333-129005 and 811-21823), as filed with the Securities and Exchange
Commission (the "SEC") on October 14, 2005 (Accession
No. 0001341256-05-000004).
(2)Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 4 to the Registrant's registration
statement on Form N-1A (File Nos. 333-129005 and 811-21823), as filed with
the SEC on October 10, 2006 (Accession No. 0001341256-06-000015).
(3)Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 5 to the Registrant's registration
statement on Form N-1A (File Nos. 333-129005 and 811-21823), as filed with
the SEC on December 27, 2007 (Accession No. 0001341256-07-000014).
(4)Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 7 to the Registrant's registration
statement on Form N-1A (File Nos. 333-129005 and 811-21823), as filed with
the SEC on October 31, 2008 (Accession No. 0001341256-08-000032).
(5)Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 14 to the Registrant's registration
statement on Form N-1A (File Nos. 333-129005 and 811-21823), as filed with
the SEC on December 21, 2012 (Accession No. 0001341256-12-000006).
(6)Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 21 to the Registrant's registration
statement on Form N-1A (File Nos. 333-129005 and 811-21823), as filed with
the SEC on December 23, 2014 (Accession No. 0001341256-14-000024).
(7)Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 28 to the Registrant's registration
statement on Form N-1A (File Nos. 333-129005 and 811-21823), as filed with
the SEC on July 21, 2016 (Accession No. 0001341256-16-000034).
(8)Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 37 to the Registrant's registration
statement on Form N-1A (File Nos. 333-129005 and 811-21823), as filed with
the SEC on March 29, 2017 (Accession No. 0001341256-17-000006).
(*)Attached as Exhibit A to the combined Information Statement/Prospectus
(**)Filed herewith.
ITEM 17.UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is part of this
registration statement by any person or party which is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933,
the reoffering prospectus will contain the information called for by the
applicable registration form for the reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the registration
statement and will not be used until the amendment is effective, and that, in
determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees that it shall file a final executed
version of the legal and consent opinion as to tax matters as an exhibit to the
subsequent post-effective amendment to its registration statement on Form N-14
filed with the SEC upon the closing of the reorganization contemplated by this
Registration Statement on Form N-14.
(4) Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement on
Form N-14 has been signed on behalf of the Registrant, in the City of Boston
and the Commonwealth of Massachusetts, on the 31st day of August, 2017.
PIONEER SERIES TRUST V
By: /s/ Lisa M. Jones
------------------------------
Name: Lisa M. Jones
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Lisa M. Jones
--------------------------- President (Principal Executive Officer) and Trustee August 31, 2017
Lisa M. Jones
/s/ Mark E. Bradley
--------------------------- Treasurer (Principal Financial and Accounting Officer) August 31, 2017
Mark E. Bradley
/s/ David R. Bock*
--------------------------- Trustee August 31, 2017
David R. Bock
/s/ Benjamin M. Friedman*
--------------------------- Trustee August 31, 2017
Benjamin M. Friedman
/s/ Margaret B.W. Graham*
--------------------------- Trustee August 31, 2017
Margaret B.W. Graham
/s/ Lorraine H. Monchak*
--------------------------- Trustee August 31, 2017
Lorraine H. Monchak
/s/ Thomas J. Perna*
--------------------------- Chairman of the Board and Trustee August 31, 2017
Thomas J. Perna
/s/ Marguerite A. Piret*
--------------------------- Trustee August 31, 2017
Marguerite A. Piret
/s/ Fred J. Ricciardi*
--------------------------- Trustee August 31, 2017
Fred J. Ricciardi
/s/ Kenneth J. Taubes*
--------------------------- Trustee August 31, 2017
Kenneth J. Taubes
* By: /s/ Christopher J. Kelley
---------------------------------------
Christopher J. Kelley, Attorney-in-Fact
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
----------- -----------
(6)(a) Management Agreement with Amundi Pioneer Asset Management, Inc. (July 3, 2017)
(6)(b) Expense Limit Agreement (August 1, 2017)
(7)(a) Underwriting Agreement with Amundi Pioneer Distributor, Inc. (July 3, 2017)
(11) Opinion of Counsel (legality of securities being offered)
(12) Form of opinion as to tax matters and consent
(14) Consent of Independent Registered Public Accounting Firm
(16) Powers of Attorney
(17)(b) Prospectus of Pioneer Global Equity Fund dated April 1, 2017, as supplemented, and
Statement of Additional Information of Pioneer Global Equity Fund dated April 1, 2017, as
supplemented.
(17)(c) Prospectus of Pioneer Emerging Markets Fund dated April 1, 2017, as supplemented, and
Statement of Additional Information of Pioneer Emerging Markets Fund dated April 1, 2017,
as supplemented.
(17)(d) Annual Report of Pioneer Global Equity Fund for the fiscal year ended August 31, 2016.
(17)(e) Semi-Annual Report of Pioneer Global Equity Fund for the fiscal period ended February 28,
2017.
(17)(f) Annual Report of Pioneer Emerging Markets Fund for the fiscal year ended November 30,
2016.
(17)(g) Semi-Annual Report of Pioneer Emerging Markets Fund for the fiscal period ended May 31,
2017.