UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-08547
Pioneer Series Trust XII
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Amundi Pioneer Asset Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: August 31
Date of reporting period: September 1, 2018 through February 28, 2019
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
Pioneer Disciplined
Growth Fund
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Semiannual Report | February 28, 2019
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Ticker Symbols:
Class A PINDX
Class C INDCX
Class Y INYDX
Beginning in February 2021, as permitted by regulations adopted by the
Securities and Exchange Commission, paper copies of the Fund's shareholder
reports like this one will no longer be sent by mail, unless you specifically
request paper copies of the reports from the Fund or from your financial
intermediary, such as a broker-dealer, bank or insurance company. Instead, the
reports will be made available on the Fund's website, and you will be notified
by mail each time a report is posted and provided with a website link to access
the report.
If you already elected to receive shareholder reports electronically, you will
not be affected by this change and you need not take any action. You may elect
to receive shareholder reports and other communications electronically by
contacting your financial intermediary or, if you invest directly with the
Fund, by calling 1-800-225-6292.
You may elect to receive all future reports in paper free of charge. If you
invest directly with the Fund, you can inform the Fund that you wish to
continue receiving paper copies of your shareholder reports by calling
1-800-225-6292. If you invest through a financial intermediary, you can contact
your financial intermediary to request that you continue to receive paper
copies of your shareholder reports. Your election to receive reports in paper
will apply to all funds held in your account if you invest through your
financial intermediary or all funds held within the Pioneer Fund complex if you
invest directly.
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
visit us: www.amundipioneer.com
Table of Contents
President's Letter 2
Portfolio Management Discussion 4
Portfolio Summary 12
Prices and Distributions 13
Performance Update 14
Comparing Ongoing Fund Expenses 17
Schedule of Investments 19
Financial Statements 24
Notes to Financial Statements 31
Approval of Investment Management Agreement 39
Trustees, Officers and Service Providers 44
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 1
President's Letter
Since 1928, active portfolio management based on in-depth, fundamental
research, has been the foundation of Amundi Pioneer's investment approach. We
believe an active management investment strategy is a prudent approach to
investing, especially during periods of market volatility, which can result
from any number of risk factors, including slow U.S. economic growth, rising
interest rates, and geopolitical factors. Of course, in today's global economy,
risk factors extend well beyond U.S. borders, and political and economic issues
on the international front can also cause or contribute to volatility in U.S.
markets.
At Amundi Pioneer, each security under consideration is researched by our team
of experienced investment professionals, who visit companies and meet with
their management teams. At the end of this research process, if we have
conviction in a company's business model and management team, and regard the
security as a potentially solid investment opportunity, an Amundi Pioneer
portfolio manager makes an active decision to invest in that security. The
portfolio resulting from these decisions represents an expression of his or her
convictions, and strives to balance overall risk and return opportunity. As an
example, the Standard & Poor's 500 Index -- the predominant benchmark for many
U.S. Large-Cap Core Equity funds -- has 500 stocks. An Amundi Pioneer portfolio
manager chooses to invest in only those companies that he or she believes can
offer the most attractive opportunities to pursue the fund's investment
objective, thus potentially benefiting the fund's shareowners. This process
results in a portfolio that does not own all 500 stocks, but a much narrower
universe. The same active decision to invest in a company is also applied when
we decide to sell a security, either due to changing fundamentals, valuation
concerns, or market risks. We apply this active decision-making across all of
our equity, fixed-income, and global portfolios.
Today, as investors, we have many options. It is our view that active
management can serve shareholders well not only when markets are thriving, but
also during periods of market volatility and uncertainty, thus making it a
compelling investment choice. As you consider the many choices today, we
encourage you to work with your financial advisor to develop an overall
investment plan that addresses both your short- and long-term goals, and to
implement such a plan in a disciplined manner.
2 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
We greatly appreciate the trust you have placed in us and look forward to
continuing to serve you in the future.
Sincerely,
/s/ Lisa M. Jones
Lisa M. Jones
Head of the Americas, President and CEO of U.S.
Amundi Pioneer Asset Management USA, Inc.
February 28, 2019
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. Past performance is no
guarantee of future results.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 3
Portfolio Management Discussion | 2/28/19
In the following interview, Craig Sterling and Asesh (Ace) Savla discuss the
factors that affected the performance of Pioneer Disciplined Growth Fund during
the six-month period ended February 28, 2019. Mr. Sterling, Managing Director,
Director of Core Equity, Head of Equity Research, U.S., and a portfolio manager
at Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"), is responsible for
day-to-day management of the Fund's investment portfolio, along with Mr. Savla,
a vice president, Team Leader of U.S. Equity Quantitative Research, and a
portfolio manager at Amundi Pioneer.
Q How did the Fund perform during the six-month period ended February 28,
2019?
A Pioneer Disciplined Growth Fund's Class A shares returned -1.37% at net
asset value during the six-month period ended February 28, 2019, while the
Fund's benchmark, the Russell 1000 Growth Index, returned -4.52%. During
the same period, the average return of the 1,424 mutual funds in
Morningstar's Large Growth Funds category was -3.90%.
Q How would you describe the investment environment in the equity market
during the six-month period ended February 28, 2019?
A The six-month period proved to be a volatile one for U.S. equities. The
first couple of months, August and September 2018, seemed to portend a
continuation of the favorable market conditions we had witnessed for most
of 2017 and the first half of 2018, as the Standard & Poor's 500 Index
(the S&P 500) produced a year-to-date return of more than 10% through
September 30, 2018, on the back of strong corporate earnings growth and
favorable economic data.
Conditions began to decline rapidly in October, however, as concerns over
a fairly aggressive approach to the tightening of monetary policy by the
U.S. Federal Reserve (the Fed), slowing economic growth in Europe and
China, trade disputes between the U.S. and its key trading partners,
especially China, lower oil prices, and numerous geopolitical issues
rattled the markets. In light of those potential roadblocks, equities had
a very rough fourth quarter of 2018, as the S&P 500 was down by more than
13% for the quarter, including a December return of -9.03%, the S&P 500's
worst December performance since the Great Depression.
Along with the abrupt change of direction in the equity markets in the
fourth quarter came a change in market leadership. Many of the cyclical
and high-growth, high-valuation stocks that helped push the markets
4 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
higher for 2017 and much of 2018 were what drove the markets lower in the
fourth quarter of 2018, with cyclicals starting to turn downward in May
and essentially crashing in December, while high-valuation stocks suffered
meaningfully in the last quarter. Market leadership, in turn, shifted to
defensive stocks in sectors such as consumer staples and health care. The
Fund generated negative performance in the "risk-off" environment, due to
the cyclical bias we maintained in the portfolio, as we did not at the
time, nor do we still, see a recession on the horizon, which was the
market's primary concern towards the latter part of 2018.
The final two months of the period, January and February 2019, saw the
markets rally on several positive developments, including: the Fed's
announcement -- after raising interest rates four times in 2018 -- that it
was likely to take a more measured approach with regard to future rate
increases; rising oil prices, which jumped from around $50 per barrel at
the end of December to nearly $70 per barrel by the end of February; and
news that China and the U.S. were engaged in talks aimed at potentially
resolving their trade differences.
For the full six-month period ended February 28, 2019, most major U.S.
equity indices finished in negative territory. The S&P 500 returned -3.04%
for the six-month period, while the Fund's benchmark, the Russell Index,
returned -4.52%.
Q Which of your investment decisions benefited the Fund's benchmark-relative
performance during the six-month period ended February 28, 2019?
A While the Fund's overall performance was negative for the six-month
period, it did beat the return of the Russell Index, with a good portion
of the gain occurring during an 85-day period between October 1 and
December 24, when the Russell Index declined by more than 20%, but the
Fund outperformed by 2.4%. We believe our maniacal focus on valuation
served the Fund well during the market downturn, and we feel the relative
outperformance during that particular timeframe during the six-month
period helps to illustrate the potential effectiveness of our valuation
discipline.
At the sector level, information technology and health care were the main
positive contributors to the Fund's benchmark-relative returns from an
asset-allocation perspective. Within information technology, the Fund was
significantly underweight to the so-called "FANG" stocks (Facebook, Apple,
Netflix, Google), based on valuation concerns. The FANG's, and
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 5
the technology sector as a whole, struggled during the six-month period,
and so the portfolio's underweight aided relative performance. We took the
opportunity to reduce the Fund's underweight to the FANG stocks towards
the end of the period after their valuations became more attractive.
Within health care, the main positive contributor to the Fund's
benchmark-relative performance was an underweight to pharmaceuticals
companies, which have struggled due to concerns about political rhetoric
in Washington pertaining to future regulations on drug pricing. Instead,
we emphasized holding shares of medical equipment & services companies,
where we have found better valuations along with less headline price risk.
With regard to individual securities, the top two positive contributors to
the Fund's benchmark-relative returns were stocks we either avoided
altogether, or decided to underweight during the period. A significant
portfolio underweight versus the benchmark in Apple was the biggest
positive contributor to the Fund's relative performance during the
six-month period. We had sold the Fund's position in Apple earlier in the
year due to valuation concerns, but it was one of the FANG stocks we
decided to add back into the portfolio late in the six-month period after
the valuation improved. Apple's stock price declined by $26 over the full
period, and so the Fund's underweight for most of the six months
contributed to benchmark-relative results. Not holding a position in
NVIDIA (semiconductors), whose share price dropped by $92 during the
period, was another big positive for the Fund's benchmark-relative
returns. We avoided the shares due to valuation concerns. The major market
sell-off in October that hit highly valued technology stocks particularly
hard was one reason for NVIDIA's tumble during the period, though concerns
about rising interest rates, a slowing global economy --particularly
slowing demand for semiconductors -- and the United States' escalating
trade disputes with China were likely the main reasons for the market
jitters. In addition, NVIDIA's fourth-quarter revenue guidance came in
significantly lower than Wall Street was expecting, as the company
revealed that an excessive amount of inventory in the sales channels of
its Graphic Processor Units (GPUs) would cause near-term revenues to
decline.
Other stocks that contributed positively to the Fund's benchmark-relative
performance during the six-month period included Marsh & McLennan and Red
Hat. Marsh & McLennan is an insurance-brokerage firm with a
6 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
high-quality business model and is representative of the types of stocks
we seek to own in the portfolio. Shares of software firm Red Hat spiked
after IBM announced a takeover offer, and we eliminated the Fund's
position after the announcement.
Q Which of your investment decisions detracted from the Fund's
benchmark-relative performance during the six-month period ended February
28, 2019?
A As we mentioned earlier, the Fund's overweight to cyclical stocks -- or
stocks geared towards how well (or poorly) the economy and markets are
performing -- detracted from benchmark-relative returns during the period,
but we believe those positions may ultimately contribute positively to
performance as our thesis for economic growth plays out. That said, the
portfolio has been underweight to the highest-growth, highest-valuation
stocks since the second quarter of 2018, and that positioning benefited
benchmark-relative performance enough to offset the negative effects of
the Fund's cyclical exposure.
With regard to sector allocation, the Fund's underweight to real estate
detracted the most from benchmark-relative performance. Stocks in sectors
such as real estate tend to be regarded as "bond proxies" by the market,
and so during the fourth-quarter "risk-off" environment, many investors
fled to the sector (and to utilities as well). We did not feel the
valuations in the sector were warranted, and we believe interest rates
will eventually move up again, which makes the bond proxies even more
expensive from a valuation standpoint.
The biggest individual detractor from the Fund's benchmark-relative
returns was not owning the stock of airline-manufacturer Boeing, as the
company's share price rose significantly during the six-month period ended
February 28, 2019. Holding zero exposure to Boeing's stock has hurt the
Fund's relative performance over the past couple of years, but we couldn't
justify purchasing the shares based on the high valuation. The stock has
recently come under serious pressure given the high-profile accidents
involving the company's new 737 MAX 8 passenger jet and the Federal
Aviation Administration's order that all 737 MAX jets be grounded for a
full safety review. We have been concerned about the potential safety
risks associated with the 737 MAX since the first incident involving the
crash of a Lion Air flight in 2018, and that view served to
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 7
solidify our decision to avoid owning the stock. Laboratory Corporation of
America struggled during the period after indicating that its financial
results would likely come in below expectations due to
lower-than-anticipated volume growth in LabCorp Diagnostics, among other
issues. The softness in demand was primarily due to slower growth in
referred direct-to-consumer genetic testing, lower referral volumes from
hospitals and health systems, volume declines from certain managed care
plans that will no longer be exclusive to LabCorp in 2019, and adverse
weather. We re-evaluated our investment case for the company after the
stock price slumped, and we felt that the market's valuation had become
overly pessimistic. The stock eventually rallied after the late-2018
decline, and we then reduced the Fund's position after the valuation
rebounded. Finally, a position in overnight-shipping giant FedEx detracted
from the Fund's relative performance during the six-month period, as the
company experienced some execution issues involving its purchase of
European-based TNT Express. We're satisfied that FedEx is sorting out the
issues with the integration of TNT, however, and we believe the company
has a solid business model. FedEx also continues to invest in U.S.
eCommerce, which we view as a positive going forward.
Q Did you invest in any derivative securities during the six-month period
ended February 28, 2019? If so, did the derivatives have a material effect
on the Fund's performance?
A No, the Fund held no derivatives during the period.
Q What is your current outlook for the equity markets, and how is the Fund
positioned heading into the second half of its fiscal year?
A The market has had a very strong start to 2019, with the S&P 500 up by
13.7% and the Fund's benchmark, the Russell Index, up by 16% as of the end
of the first quarter. Since 1926, the S&P 500 has delivered double-digit
returns in the first quarter 14 times, and in only four of those years --
1930, 1986, 1987, and 2012 -- did the market fail to post a return of 20%
or better for the full 12 months. While each market environment is unique,
we do not currently observe conditions that have typically led to a bear
market in the past, such as asset bubbles, heavy inflows into equity
market funds, a big pickup in merger & acquisition activity, excessive
initial public offering activity, rising real interest rates, and a shift
towards a more narrow, defensive market leadership. In fact, the defensive
rotation we saw during the latter half of 2018 serves to demonstrate that
the market does not ignore fundamental risks.
8 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Valuation and future earnings revisions drive market returns, and we have
observed that earnings revisions started to improve again in March, after
period-end. This could mean that the earnings recession that worried the
market towards the end of 2018 may be over, as a global, synchronized
upturn in the second half of 2019 seems promising. We believe a more
accommodative Fed, a trade deal, and China's stimulus efforts could all
have a meaningful, positive impact on future earnings, as those issues
were the biggest drivers of negative earnings revisions in the latter part
of 2018. Moreover, a still-healthy US consumer, stronger top-line growth,
and still-manageable wage inflation suggests that the trajectory of
corporate profit margins is likely to reverse.
While earnings revisions can be important in the short- to medium-term,
ultimately, we believe valuation is the single most important determinant
of investment returns. We have been struggling to find relative value in
sectors such as consumer staples and parts of health care. In addition,
consumer staples companies increasingly face challenges from e-commerce as
well as from consumer preferences for fewer processed foods & beverages,
issues that make their business models less stable than they have ever
been. However, those challenges are not priced into current valuations.
Meanwhile, health care is front and center when it comes to political
debate, and there are few issues that lawmakers in Washington can agree
upon as much as they agree on the need to restrain drug prices. Current
valuations do not fully embed such risks to future profits in the health
care sector.
In managing the Fund, we seek to identify stocks of companies with quality
business models and reasonable valuations, as we believe that approach can
serve the Fund's investors well over time. It is our belief that we can
find similarly stable business models in other areas of the market.
Specifically, Fund's largest overweight relative to the benchmark as of
period-end is in the financials sector, though most of the holdings are of
financial services stocks that carry little or no interest-rate
sensitivity or credit risks, such as auto & home insurer Progressive,
insurance broker Marsh & McLennan, and financial exchange & data provider
IntercontinentalExchange. We view the business models of those companies
to be of the same quality as traditional consumer staples companies, but
without the structural risks and the excessive valuations currently
plaguing that sector.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 9
Other holdings that fit our stable business model plus attractive
valuation construct include defense firm Raytheon, which, because of the
prevailing, and persistent, geopolitical environment, has proven to be
very stable as a leader in missile systems and cybersecurity. Zoetis, an
animal health medicine and vaccine company, is another example of a stock
that fits our criteria.
Another meaningful portfolio overweight as of period-end is in the
information technology sector, an area where the Fund was underweight for
much of 2018, due to valuation concerns. Valuations for many high-growth
and structural business-model winners in the sector became attractive
after the fourth quarter sell-off, and so we increased the portfolio's
stake. Within technology, we bought back shares of Apple and initiated new
positions in Adobe, Salesforce.com, Accenture, Intuit, and Arista
Networks. We also bought back Amazon, which, while technically a consumer
discretionary stock, has much of its business levered to technology
capital expenditures through its AWS division. Collectively, the Fund has
a big weighting geared towards the shift of technology infrastructure to
the cloud, and software to software-as-a-service platforms, as we believe
the growth opportunities in those areas are not fully accounted for when
looking at the share prices of those companies.
Our disciplined and structured investment process is focused on
identifying high-conviction holdings and on diligent portfolio
surveillance, based on: 1) extensive analyst industry experience; 2)
comprehensive, creative, and independent research; and 3) a common
corporate performance-and-valuation framework grounded in business model
economics, which is demonstrated through our proprietary economic value
added (EVA) model. The result is a portfolio containing what we believe
are stocks of higher-quality companies than those comprising the Russell
Index benchmark, but with below-average valuation metrics based on
earnings and profitability. We believe that combination positions the Fund
to potentially provide favorable returns for its shareholders.
10 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Please refer to the Schedule of Investments on pages 19-23 for a full listing
of Fund securities.
All investments are subject to risk, including the possible loss of principal.
In the past several years, financial markets have experienced increased
volatility, depressed valuations, decreased liquidity and heightened
uncertainty. These conditions may continue, recur, worsen or spread.
The Fund may invest in fewer than 40 securities, and as a result, the Fund's
performance may be more volatile than the performance of funds holding more
securities.
Investments in small and mid-sized companies may offer the potential for higher
returns, but are also subject to greater short-term price fluctuations than
larger, more established companies.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
These risks may increase share price volatility.
Before investing, consider the product's investment objectives, risks, charges
and expenses. Contact your advisor or Amundi Pioneer Asset Management, Inc.,
for a prospectus or summary prospectus containing this information. Read it
carefully.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. Past performance is no
guarantee of future results.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 11
Portfolio Summary | 2/28/19
Portfolio Diversification
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(As a percentage of total investments)*
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Common Stocks 97.7%
U.S. Government and Agency Obligations 2.3%
Sector Distribution
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(As a percentage of total investments)*
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Information Technology 35.5%
Consumer Discretionary 13.1%
Financials 12.8%
Health Care 12.0%
Industrials 12.0%
Communication Services 6.8%
Consumer Staples 2.8%
Government 2.3%
Materials 1.7%
Real Estate 1.0%
10 Largest Holdings
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(As a percentage of total investments)*
1. Microsoft Corp. 7.73%
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2. Apple, Inc. 6.88
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3. Amazon.com, Inc. 4.92
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4. Alphabet, Inc. 3.75
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5. Home Depot, Inc. 3.64
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6. Marsh & McLennan Cos., Inc. 3.64
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7. salesforce.com, Inc. 3.50
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8. Adobe, Inc. 3.48
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9. Progressive Corp. 3.46
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10. Raytheon Co. 3.25
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* Excludes temporary cash investments and all derivative contracts except
for options purchased. The Fund is actively managed, and current holdings
may be different. The holdings listed should not be considered
recommendations to buy or sell any securities.
12 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Prices and Distributions | 2/28/19
Net Asset Value per Share
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--------------------------------------------------------------------------------
Class 2/28/19 8/31/18
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A $15.62 $19.74
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C $13.36 $17.51
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Y $16.04 $20.19
--------------------------------------------------------------------------------
Distributions per Share: 9/1/18-2/28/19
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $0.0016 $ -- $3.6928
--------------------------------------------------------------------------------
C $ -- $ -- $3.6928
--------------------------------------------------------------------------------
Y $0.0277 $ -- $3.6928
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The Russell 1000 Growth Index is an unmanaged measure of the performance of
large-cap U.S. growth stocks. Index returns are calculated monthly, assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees,
expenses or sales charges. It is not possible to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 14-16.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 13
Performance Update | 2/28/19 Class A Shares
Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Class A shares of Pioneer Disciplined Growth Fund at public
offering price during the periods shown, compared to that of the Russell 1000
Growth Index.
Average Annual Total Returns
(As of February 28, 2019)
----------------------------------------------------------
Net Public Russell
Asset Offering 1000
Value Price Growth
Period (NAV) (POP) Index
----------------------------------------------------------
10 years 16.43% 15.75% 18.19%
5 years 10.06 8.76 12.63
1 year 3.13 -2.80 6.62
----------------------------------------------------------
Expense Ratio
(Per prospectus dated December 31, 2018)
----------------------------------------------------------
Gross
----------------------------------------------------------
1.05%
----------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Disciplined Russell 1000
Growth Fund Growth Index
2/09 $ 9,425 $10,000
2/10 $14,196 $15,419
2/11 $17,958 $19,265
2/12 $19,102 $20,733
2/13 $20,772 $22,723
2/14 $26,727 $29,345
2/15 $30,852 $34,111
2/16 $29,007 $32,387
2/17 $33,794 $39,561
2/18 $41,847 $49,892
2/19 $43,155 $53,196
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. NAV
returns would have been lower had sales charges been reflected. POP returns
reflect deduction of maximum 5.75% sales charge. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Disciplined Growth Fund
("the predecessor fund") on June 7, 2013. As a result of the reorganization,
the predecessor fund's performance and financial history became the performance
and financial history of the Fund. The performance of Class A shares of the
Fund is the performance of Class A shares of the predecessor fund for periods
prior to the reorganization, and has not been restated to reflect any
differences in expenses.
Please refer to the financial highlights for a more current expense ratio.
14 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Performance Update | 2/28/19 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class C shares of Pioneer Disciplined Growth Fund during the
periods shown, compared to that of the Russell 1000 Growth Index.
Average Annual Total Returns
(As of February 28, 2019)
----------------------------------------------------------
Russell
1000
If If Growth
Period Held Redeemed Index
----------------------------------------------------------
10 years 15.44% 15.44% 18.19%
5 years 9.14 9.14 12.63
1 year 2.27 2.27 6.62
----------------------------------------------------------
Expense Ratio
(Per prospectus dated December 31, 2018)
----------------------------------------------------------
Gross
----------------------------------------------------------
1.87%
----------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Disciplined Russell 1000
Growth Fund Growth Index
2/09 $10,000 $10,000
2/10 $14,930 $15,419
2/11 $18,715 $19,265
2/12 $19,731 $20,733
2/13 $21,263 $22,723
2/14 $27,131 $29,345
2/15 $31,057 $34,111
2/16 $28,952 $32,387
2/17 $33,435 $39,561
2/18 $41,084 $49,892
2/19 $42,018 $53,196
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. "If Redeemed" returns would have been lower had
sales charges been reflected. All results are historical and assume the
reinvestment of dividends and capital gains. Other share classes are available
for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Fund acquired the assets and liabilities of Pioneer Disciplined Growth Fund
("the predecessor fund") on June 7, 2013. As a result of the reorganization,
the predecessor fund's performance and financial history became the performance
and financial history of the Fund. The performance of Class C shares of the
Fund is the performance of Class C shares of the predecessor fund for periods
prior to the reorganization, and has not been restated to reflect any
differences in expenses.
Please refer to the financial highlights for a more current expense ratio.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 15
Performance Update | 2/28/19 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Class Y shares of Pioneer Disciplined Growth Fund during the
periods shown, compared to that of the Russell 1000 Growth Index.
Average Annual Total Returns
(As of February 28, 2019)
----------------------------------------------------------
Russell
1000
Net Asset Growth
Period Value (NAV) Index
----------------------------------------------------------
10 years 16.77% 18.19%
5 years 10.34 12.63
1 year 3.22 6.62
----------------------------------------------------------
Expense Ratio
(Per prospectus dated December 31, 2018)
----------------------------------------------------------
Gross
----------------------------------------------------------
0.87%
----------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Disciplined Russell 1000
Growth Fund Growth Index
2/09 $ 5,000,000 $ 5,000,000
2/10 $ 7,557,211 $ 7,709,495
2/11 $ 9,603,059 $ 9,632,482
2/12 $10,238,197 $10,366,493
2/13 $11,177,606 $11,361,368
2/14 $14,417,055 $14,672,469
2/15 $16,704,459 $17,055,265
2/16 $15,755,126 $16,193,568
2/17 $18,391,335 $19,780,564
2/18 $22,841,343 $24,946,109
2/19 $23,575,767 $26,597,917
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
The Fund acquired the assets and liabilities of Pioneer Disciplined Growth Fund
("the predecessor fund") on June 7, 2013. As a result of the reorganization,
the predecessor fund's performance and financial history became the performance
and financial history of the Fund. The performance of Class Y shares of the
Fund is the performance of Class Y shares of the predecessor fund for periods
prior to the reorganization, and has not been restated to reflect any
differences in expenses.
Class Y shares are not subject to sales charges and are available for limited
groups of eligible investors, including institutional investors. All results
are historical and assume the reinvestment of dividends and capital gains.
Other share classes are available for which performance and expenses will
differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Please refer to the financial highlights for a more current expense ratio.
16 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Comparing Ongoing Fund Expenses
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
--------------------------------------------------------------------------------
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
(1) Divide your account value by $1,000
Example: an $8,600 account value (divided by) $1,000 = 8.6
(2) Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Disciplined Growth Fund
Based on actual returns from September 1, 2018, through February 28, 2019.
--------------------------------------------------------------------------------
Share Class A C Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00
Value on 9/1/18
--------------------------------------------------------------------------------
Ending Account $986.30 $982.40 $986.70
Value (after expenses)
on 2/28/19
--------------------------------------------------------------------------------
Expenses Paid $5.12 $9.19 $4.48
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 1.04%,
1.87% and 0.91% for Class A, Class C and Class Y shares, respectively,
multiplied by the average account value over the period, multiplied by
181/365 (to reflect the one-half year period).
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 17
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the
period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the
5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads), or redemption fees that are charged at the time of the
transaction. Therefore, the table below is useful in comparing ongoing costs
only and will not help you determine the relative total costs of owning
different funds. In addition, if these transaction costs were included, your
costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Disciplined Growth Fund
Based on a hypothetical 5% return per year before expenses, reflecting the
period from September 1, 2018, through February 28, 2019.
--------------------------------------------------------------------------------
Share Class A C Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00
Value on 9/1/18
--------------------------------------------------------------------------------
Ending Account $1,019.64 $1,015.52 $1,020.28
Value (after expenses)
on 2/28/19
--------------------------------------------------------------------------------
Expenses Paid $5.21 $9.35 $4.56
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 1.04%,
1.87% and 0.91% for Class A, Class C and Class Y shares, respectively,
multiplied by the average account value over the period, multiplied by
181/365 (to reflect the one-half year period).
18 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Schedule of Investments | 2/28/19 (unaudited)
--------------------------------------------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------------------------------------------
UNAFFILIATED ISSUERS -- 99.3%
COMMON STOCKS -- 97.1% of Net Assets
Aerospace & Defense -- 3.2%
215,773 Raytheon Co. $ 40,241,665
--------------
Total Aerospace & Defense $ 40,241,665
--------------------------------------------------------------------------------------------------------------------
Air Freight & Logistics -- 1.8%
123,925 FedEx Corp. $ 22,430,425
--------------
Total Air Freight & Logistics $ 22,430,425
--------------------------------------------------------------------------------------------------------------------
Auto Components -- 1.2%
184,786 Aptiv Plc $ 15,357,564
--------------
Total Auto Components $ 15,357,564
--------------------------------------------------------------------------------------------------------------------
Beverages -- 1.6%
173,954 PepsiCo., Inc. $ 20,116,041
--------------
Total Beverages $ 20,116,041
--------------------------------------------------------------------------------------------------------------------
Biotechnology -- 1.0%
29,387(a) Regeneron Pharmaceuticals, Inc. $ 12,658,156
--------------
Total Biotechnology $ 12,658,156
--------------------------------------------------------------------------------------------------------------------
Capital Markets -- 5.7%
42,943 BlackRock, Inc. $ 19,033,196
365,705 Charles Schwab Corp. 16,826,087
450,692 Intercontinental Exchange, Inc. 34,770,888
--------------
Total Capital Markets $ 70,630,171
--------------------------------------------------------------------------------------------------------------------
Chemicals -- 1.2%
49,482 Ecolab, Inc. $ 8,358,005
50,957 International Flavors & Fragrances, Inc. 6,497,018
--------------
Total Chemicals $ 14,855,023
--------------------------------------------------------------------------------------------------------------------
Containers & Packaging -- 0.5%
114,385 Ball Corp. $ 6,266,010
--------------
Total Containers & Packaging $ 6,266,010
--------------------------------------------------------------------------------------------------------------------
Electrical Equipment -- 2.2%
401,972 Emerson Electric Co. $ 27,394,392
--------------
Total Electrical Equipment $ 27,394,392
--------------------------------------------------------------------------------------------------------------------
Electronic Equipment, Instruments & Components -- 1.2%
154,744 CDW Corp. $ 14,528,914
--------------
Total Electronic Equipment, Instruments & Components $ 14,528,914
--------------------------------------------------------------------------------------------------------------------
Entertainment -- 1.3%
90,980(a) Electronic Arts, Inc. $ 8,714,064
128,046(a) Live Nation Entertainment, Inc. 7,242,282
--------------
Total Entertainment $ 15,956,346
--------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 19
Schedule of Investments | 2/28/19 (unaudited) (continued)
--------------------------------------------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------------------------------------------
Equity Real Estate Investment Trusts (REITs) -- 1.0%
174,073 Prologis, Inc. $ 12,195,554
--------------
Total Equity Real Estate Investment Trusts (REITs) $ 12,195,554
--------------------------------------------------------------------------------------------------------------------
Food & Staples Retailing -- 1.2%
69,148 Costco Wholesale Corp. $ 15,125,434
--------------
Total Food & Staples Retailing $ 15,125,434
--------------------------------------------------------------------------------------------------------------------
Health Care Equipment & Supplies -- 2.7%
38,251(a) ABIOMED, Inc. $ 12,794,959
262,882(a) Boston Scientific Corp. 10,546,826
23,228 Cooper Cos., Inc. 6,642,976
65,590(a) Hologic, Inc. 3,092,569
--------------
Total Health Care Equipment & Supplies $ 33,077,330
--------------------------------------------------------------------------------------------------------------------
Health Care Providers & Services -- 3.3%
33,274 Humana, Inc. $ 9,484,421
212,648(a) Laboratory Corp. of America Holdings 31,522,939
--------------
Total Health Care Providers & Services $ 41,007,360
--------------------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.5%
120,319(a) Cerner Corp. $ 6,731,848
--------------
Total Health Care Technology $ 6,731,848
--------------------------------------------------------------------------------------------------------------------
Insurance -- 7.0%
483,724 Marsh & McLennan Cos., Inc. $ 44,996,006
587,480 Progressive Corp. 42,827,292
--------------
Total Insurance $ 87,823,298
--------------------------------------------------------------------------------------------------------------------
Interactive Media & Services -- 5.5%
41,187(a) Alphabet, Inc. $ 46,399,215
16,078(a) Alphabet, Inc., Class C 18,006,074
21,772(a) Facebook, Inc. 3,515,089
--------------
Total Interactive Media & Services $ 67,920,378
--------------------------------------------------------------------------------------------------------------------
Internet & Direct Marketing Retail -- 6.4%
37,130(a) Amazon.com, Inc. $ 60,886,888
11,260(a) Booking Holdings, Inc. 19,108,670
--------------
Total Internet & Direct Marketing Retail $ 79,995,558
--------------------------------------------------------------------------------------------------------------------
IT Services -- 6.4%
138,750 Accenture Plc $ 22,391,475
180,252(a) PayPal Holdings, Inc. 17,677,314
267,478 Visa, Inc. 39,618,841
--------------
Total IT Services $ 79,687,630
--------------------------------------------------------------------------------------------------------------------
Life Sciences Tools & Services -- 0.7%
12,001(a) Mettler-Toledo International, Inc. $ 8,171,601
--------------
Total Life Sciences Tools & Services $ 8,171,601
--------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
--------------------------------------------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------------------------------------------
Machinery -- 2.8%
138,479 Stanley Black & Decker, Inc. $ 18,338,774
216,524 Xylem, Inc. 16,358,388
--------------
Total Machinery $ 34,697,162
--------------------------------------------------------------------------------------------------------------------
Multiline Retail -- 0.7%
74,998 Dollar General Corp. $ 8,884,263
--------------
Total Multiline Retail $ 8,884,263
--------------------------------------------------------------------------------------------------------------------
Pharmaceuticals -- 3.8%
128,915 Eli Lilly & Co. $ 16,280,676
325,710 Zoetis, Inc. 30,691,653
--------------
Total Pharmaceuticals $ 46,972,329
--------------------------------------------------------------------------------------------------------------------
Road & Rail -- 0.8%
88,649 Kansas City Southern $ 9,630,827
--------------
Total Road & Rail $ 9,630,827
--------------------------------------------------------------------------------------------------------------------
Semiconductors & Semiconductor Equipment -- 3.6%
381,674(a) Advanced Micro Devices, Inc. $ 8,980,789
116,205 Lam Research Corp. 20,462,539
377,007(a) Micron Technology, Inc. 15,412,046
--------------
Total Semiconductors & Semiconductor Equipment $ 44,855,374
--------------------------------------------------------------------------------------------------------------------
Software -- 17.3%
164,157(a) Adobe, Inc. $ 43,091,213
107,612 Intuit, Inc. 26,594,154
853,877 Microsoft Corp. 95,659,840
142,219 Oracle Corp. 7,413,876
264,915(a) salesforce.com, Inc. 43,353,340
--------------
Total Software $ 216,112,423
--------------------------------------------------------------------------------------------------------------------
Specialty Retail -- 4.6%
243,179 Home Depot, Inc. $ 45,022,160
239,680 TJX Cos., Inc. 12,293,187
--------------
Total Specialty Retail $ 57,315,347
--------------------------------------------------------------------------------------------------------------------
Technology Hardware, Storage & Peripherals -- 6.8%
491,892 Apple, Inc. $ 85,171,100
--------------
Total Technology Hardware, Storage & Peripherals $ 85,171,100
--------------------------------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 1.1%
101,401(a) United Rentals, Inc. $ 13,647,561
--------------
Total Trading Companies & Distributors $ 13,647,561
--------------------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $1,043,628,780) $1,209,457,084
--------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 21
Schedule of Investments | 2/28/19 (unaudited) (continued)
--------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
--------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY OBLIGATION --
2.2% of Net Assets
28,200,000(b) U.S. Treasury Bills, 3/26/19 $ 28,153,244
--------------------------------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION
(Cost $28,153,266) $ 28,153,244
--------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN UNAFFILIATED ISSUERS -- 99.3%
(Cost $1,071,782,046) $1,237,610,328
--------------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- 0.7% $ 8,565,626
--------------------------------------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $1,246,175,954
====================================================================================================================
REIT Real Estate Investment Trust.
(a) Non-income producing security.
(b) Security issued with a zero coupon. Income is recognized through
accretion of discount.
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended February 28, 2019, aggregated $629,033,239 and
$672,017,459, respectively.
The Fund is permitted to engage in purchase and sale transactions ("cross
trades") with certain funds and accounts for which Amundi Pioneer Asset
Management, Inc., (the "Adviser"), serves as the Fund's investment adviser, as
set forth in Rule 17a-7 under the Investment Company Act of 1940, pursuant to
procedures adopted by the Board of Trustees. Under these procedures, cross
trades are affected at current market prices. During the six months ended
February 28, 2019, the Fund did not engage in cross trade activity.
At February 28, 2019, the net unrealized appreciation on investments based on
cost for federal tax purposes of $1,071,835,469 was as follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $186,354,496
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (20,579,637)
------------
Net unrealized appreciation $165,774,859
============
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels below.
Level 1 - quoted prices in active markets for identical securities.
Level 2 - other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit
risks, etc.). See Notes to Financial Statements -- Note 1A.
Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments). See Notes to
Financial Statements -- Note 1A.
The accompanying notes are an integral part of these financial statements.
22 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
The following is a summary of the inputs used as of February 28, 2019, in
valuing the Fund's investments.
--------------------------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------------------------------------------
Common Stocks $1,209,457,084 $ -- $ -- $1,209,457,084
U.S. Government and
Agency Obligations -- 28,153,244 -- 28,153,244
--------------------------------------------------------------------------------------------------------------------
Total Investments in Securities $1,209,457,084 $28,153,244 $ -- $1,237,610,328
====================================================================================================================
During the six months ended February 28, 2019, there were no transfer between
Levels 1, 2 and 3.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 23
Statement of Assets and Liabilities | 2/28/19 (unaudited)
ASSETS:
Investments in unaffiliated issuers, at value (cost $1,071,782,046) $1,237,610,328
Cash 7,867,289
Receivables --
Fund shares sold 178,828
Dividends 1,075,467
Other assets 69,790
--------------------------------------------------------------------------------------------------------------
Total assets $1,246,801,702
==============================================================================================================
LIABILITIES:
Payables --
Fund shares repurchased $ 364,851
Trustees' fees 8,116
Transfer agent fees 63,987
Registration fees 54,941
Printing expenses 21,038
Due to affiliates --
Management fees 65,789
Other due to affiliates 27,607
Accrued expenses 19,419
--------------------------------------------------------------------------------------------------------------
Total liabilities $ 625,748
==============================================================================================================
NET ASSETS:
Paid-in capital $1,076,867,026
Distributable earnings 169,308,928
--------------------------------------------------------------------------------------------------------------
Net assets $1,246,175,954
==============================================================================================================
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Class A (based on $1,187,787,858/76,057,461 shares) $ 15.62
Class C (based on $12,938,005/968,425 shares) $ 13.36
Class Y (based on $45,450,091/2,833,086 shares) $ 16.04
MAXIMUM OFFERING PRICE PER SHARE:
Class A (based on $15.62 net asset value per share/100% - 5.75%
maximum sales charge) $ 16.57
==============================================================================================================
The accompanying notes are an integral part of these financial statements.
24 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Statement of Operations (unaudited)
For the Six Months Ended 2/28/19
INVESTMENT INCOME:
Dividends from unaffiliated issuers $ 7,540,600
Interest from unaffiliated issuers 395,076
--------------------------------------------------------------------------------------------------------
Total investment income $ 7,935,676
--------------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 3,842,305
Administrative expense 309,270
Transfer agent fees
Class A 314,182
Class C 8,336
Class Y 42,427
Distribution fees
Class A 1,424,386
Class C 66,684
Shareowner communications expense 114,463
Custodian fees 20,805
Registration fees 23,879
Professional fees 31,241
Printing expense 18,890
Pricing fees 175
Trustees' fees 24,596
Insurance expense 8,062
Miscellaneous 30,064
--------------------------------------------------------------------------------------------------------
Total expenses $ 6,279,765
--------------------------------------------------------------------------------------------------------
Net investment income $ 1,655,911
--------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments in unaffiliated issuers $16,803,464
Class actions 523,145 $ 17,326,609
--------------------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments in unaffiliated issuers $(38,718,472)
--------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments $(21,391,863)
--------------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations $(19,735,952)
========================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 25
Statements of Changes in Net Assets
------------------------------------------------------------------------------------------------------------
Six Months
Ended
2/28/19 Year Ended
(unaudited) 8/31/18
------------------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income (loss) $ 1,655,911 $ 204,017
Net realized gain (loss) on investments 17,326,609 256,309,344
Change in net unrealized appreciation (depreciation)
on investments (38,718,472) (55,250,748)
------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $ (19,735,952) $ 201,262,613
============================================================================================================
DISTRIBUTIONS TO SHAREOWNERS:*
Class A ($3.69 and $2.34 per share, respectively) $ (228,988,197) $ (135,366,319)
Class C ($3.69 and $2.31 per share, respectively) (2,874,832) (2,885,984)
Class Y ($3.72 and $2.38 per share, respectively) (9,057,630) (5,411,425)
------------------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (240,920,659) $ (143,663,728)
============================================================================================================
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sales of shares $ 37,801,242 $ 61,094,815
Reinvestment of distributions 238,439,414 142,153,183
Cost of shares repurchased (76,520,370) (130,398,793)
------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from Fund
share transactions $ 199,720,286 $ 72,849,205
------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $ (60,936,325) $ 130,448,090
NET ASSETS:**
Beginning of period $1,307,112,279 $1,176,664,189
------------------------------------------------------------------------------------------------------------
End of period $1,246,175,954 $1,307,112,279
============================================================================================================
* For the year ended August 31, 2018, distributions to shareowners were presented as follows:
Net investment income:
Class A ($0.03 per share) $ (1,901,718)
Class Y ($0.07 per share) (167,430)
Net realized gain:
Class A ($2.31 per share) (133,464,601)
Class C ($2.31 per share) (2,885,984)
Class Y ($2.31 per share) (5,243,995)
**For the year ended August 31, 2018, undistributed net investment income was presented as follows:
$197,287.
The accompanying notes are an integral part of these financial statements.
26 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
----------------------------------------------------------------------------------------------------------------
Six Months Six Months
Ended Ended
2/28/19 2/28/19 Year Ended Year Ended
Shares Amount 8/31/18 8/31/18
(unaudited) (unaudited) Shares Amount
----------------------------------------------------------------------------------------------------------------
Class A
Shares sold 1,906,777 $ 32,506,887 2,515,632 $ 47,669,638
Reinvestment of distributions 15,146,529 227,034,530 7,478,649 134,125,255
Less shares repurchased (3,476,282) (57,374,482) (5,894,499) (112,133,974)
----------------------------------------------------------------------------------------------------------------
Net increase 13,577,024 $202,166,935 4,099,782 $ 69,660,919
================================================================================================================
Class C
Shares sold 87,874 $ 1,250,356 196,531 $ 3,334,063
Reinvestment of distributions 220,067 2,825,664 179,124 2,860,688
Less shares repurchased (696,117) (11,675,338) (310,447) (5,266,755)
---------------------------------------------------------------------------------------------------------------
Net increase (decrease) (388,176) $ (7,599,318) 65,208 $ 927,996
================================================================================================================
Class Y
Shares sold 257,133 $ 4,043,999 518,148 $ 10,091,114
Reinvestment of distributions 556,866 8,579,220 281,453 5,167,240
Less shares repurchased (462,038) (7,470,550) (669,114) (12,998,064)
----------------------------------------------------------------------------------------------------------------
Net increase 351,961 $ 5,152,669 130,487 $ 2,260,290
================================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 27
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
2/28/19 Ended Ended Ended Ended Ended
(unaudited) 8/31/18 8/31/17 8/31/16* 8/31/15* 8/31/14*
------------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 19.74 $ 18.99 $ 17.53 $ 17.34 $ 17.93 $ 14.27
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.02(a) $ 0.00(a)(b) $ 0.05(a) $ 0.06(a) $ 0.05 $ 0.17
Net realized and unrealized gain (loss) on
investments (0.45) 3.09 2.80 1.18 0.43 3.52
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.43) $ 3.09 $ 2.85 $ 1.24 $ 0.48 $ 3.69
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.00)(b) $ (0.03) $ (0.04) $ (0.05) $ (0.16) $ (0.03)
Net realized gain (3.69) (2.31) (1.35) (1.00) (0.91) --
------------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (3.69) $ (2.34) $ (1.39) $ (1.05) $ (1.07) $ (0.03)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (4.12) $ 0.75 $ 1.46 $ 0.19 $ (0.59) $ 3.66
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.62 $ 19.74 $ 18.99 $ 17.53 $ 17.34 $ 17.93
====================================================================================================================================
Total return (c) (1.37)%(d)(e) 17.54% 17.64% 7.18% 2.58% 25.89%
Ratio of net expenses to average net assets 1.04%(f) 1.05% 1.10% 1.13% 1.14% 1.18%
Ratio of net investment income (loss) to average
net assets 0.28%(f) 0.02% 0.26% 0.38% 0.33% 1.01%
Portfolio turnover rate 53%(d) 98% 76% 118% 49% 47%
Net assets, end of period (in thousands) $1,187,788 $1,233,268 $1,108,910 $993,736 $973,492 $998,718
====================================================================================================================================
* The Fund was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
(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.
(c) 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.
(d) Not annualized.
(e) If the Fund had not recognized gains in the settlement of class lawsuits
during the six months ended February 28, 2019, the total return would have
been (1.43%).
(f) Annualized.
The accompanying notes are an integral part of these financial statements.
28 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
2/28/19 Ended Ended Ended Ended Ended
(unaudited) 8/31/18 8/31/17 8/31/16* 8/31/15* 8/31/14*
------------------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 17.51 $ 17.19 $ 16.08 $ 16.07 $ 16.72 $ 13.40
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.04)(a)(b) $ (0.13)(a)(b) $ (0.09)(a)(b) $ (0.08)(a)(b) $ (0.09)(b) $ 0.03
Net realized and unrealized gain (loss) on
investments (0.42) 2.76 2.55 1.09 0.40 3.29
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.46) $ 2.63 $ 2.46 $ 1.01 $ 0.31 $ 3.32
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ -- $ -- $ -- $ -- $ (0.05) $ --
Net realized gain (3.69) (2.31) (1.35) (1.00) (0.91) --
------------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (3.69) $ (2.31) $ (1.35) $ (1.00) $ (0.96) $ --
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (4.15) $ 0.32 $ 1.11 $ 0.01 $ (0.65) $ 3.32
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 13.36 $ 17.51 $ 17.19 $ 16.08 $ 16.07 $ 16.72
====================================================================================================================================
Total return (c) (1.76)%(d)(e) 16.61% 16.68% 6.26% 1.74% 24.78%
Ratio of net expenses to average net assets 1.87%(f) 1.87% 1.94% 1.98% 2.00% 2.04%
Ratio of net investment income (loss) to average
net assets (0.55)%(f) (0.79)% (0.58)% (0.48)% (0.51)% 0.15%
Portfolio turnover rate 53%(d) 98% 76% 118% 49% 47%
Net assets, end of period (in thousands) $12,938 $23,754 $22,201 $20,776 $23,020 $20,453
====================================================================================================================================
* The Fund was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
(b) The amount shown for a share outstanding does not correspond with net
investment income on the Statement of Operations for the period due to
timing of the sales and repurchase of shares.
(c) 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 were taken into account.
(d) Not annualized.
(e) If the Fund had not recognized gains in settlement of class lawsuits
during the six months ended February 28, 2019, the total return would have
been (1.80%).
(f) Annualized.
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 29
Financial Highlights (continued)
-----------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
2/28/19 Ended Ended Ended Ended Ended
(unaudited) 8/31/18 8/31/17 8/31/16* 8/31/15* 8/31/14*
-----------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 20.19 $ 19.38 $ 17.86 $ 17.66 $ 18.24 $ 14.49
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.03(a) $ 0.04(a) $ 0.09(a) $ 0.11(a) $ 0.10 $ 0.33
Net realized and unrealized gain (loss) on investments (0.46) 3.15 2.87 1.20 0.45 3.49
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.43) $ 3.19 $ 2.96 $ 1.31 $ 0.55 $ 3.82
-----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.03) $ (0.07) $ (0.09) $ (0.11) $ (0.22) $ (0.07)
Net realized gain (3.69) (2.31) (1.35) (1.00) (0.91) --
-----------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (3.72) $ (2.38) $ (1.44) $ (1.11) $ (1.13) $ (0.07)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (4.15) $ 0.81 $ 1.52 $ 0.20 $ (0.58) $ 3.75
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.04 $ 20.19 $ 19.38 $ 17.86 $ 17.66 $ 18.24
===================================================================================================================================
Total return(b) (1.33)%(c) 17.72% 17.94% 7.46%(d) 2.93% 26.41%
Ratio of net expenses to average net assets 0.91%(e) 0.87% 0.85% 0.86% 0.82% 0.75%
Ratio of net investment income (loss) to average net assets 0.41%(e) 0.20% 0.50% 0.65% 0.70% 1.52%
Portfolio turnover rate 53%(c) 98% 76% 118% 49% 47%
Net assets, end of period (in thousands) $45,450 $50,090 $45,553 $42,721 $33,867 $19,818
===================================================================================================================================
* The Fund was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
(b) 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.
(c) Not annualized.
(d) If the Fund had not recognized gains in settlement of class lawsuits
during the year ended August 31, 2016, the total return would have been
7.40%.
(e) Annualized.
The accompanying notes are an integral part of these financial statements.
30 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Notes to Financial Statements | 2/28/19 (unaudited)
1. Organization and Significant Accounting Policies
Pioneer Disciplined Growth Fund (the "Fund") is a diversified series of Pioneer
Series Trust XII, 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. Class K and Class R shares had not commenced
operations as of February 28, 2019. 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.
Amundi Pioneer Asset Management, Inc., an indirect, wholly owned subsidiary of
Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc., serves as the
Fund's investment adviser (the "Adviser"). Amundi Pioneer Distributor, Inc., an
affiliate of Amundi Pioneer Asset Management, Inc., serves as the Fund's
distributor (the "Distributor").
In August 2018, the Securities and Exchange Commission ("SEC") released a
Disclosure Update and Simplification Final Rule. The Final Rule amends
Regulation S-X disclosures requirements to conform them to U.S. Generally
Accepted Accounting Principles ("U.S. GAAP") for investment companies. The
Fund's financial statements were prepared in compliance with the new amendments
to Regulation S-X.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 31
The Fund is an investment company and follows investment company accounting and
reporting guidance under U.S. GAAP. U.S. GAAP requires the management of the
Fund to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of income,
expenses and gain or loss on investments during the reporting period. Actual
results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements:
A. Security Valuation
The net asset value of the Fund is computed once daily, on each day the
New York Stock Exchange ("NYSE") is open, as of the close of regular
trading on the NYSE.
Equity securities that have traded on an exchange are valued by using the
last sale price on the principal exchange where they are traded. Equity
securities that have not traded on the date of valuation, or securities
for which sale prices are not available, generally are valued using the
mean between the last bid and asked prices or, if both last bid and asked
prices are not available, at the last quoted bid price. Last sale and bid
and asked prices are provided by independent third party pricing services.
In the case of equity securities not traded on an exchange, prices are
typically determined by independent third party pricing services using a
variety of techniques and methods.
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.
Repurchase agreements are valued at par. Cash may include overnight time
deposits at approved financial institutions.
32 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Securities for which independent pricing services or broker-dealers are
unable to supply prices or for which market prices and/or quotations are
not readily available or are considered to be unreliable are valued by a
fair valuation team comprised of certain personnel of the Adviser pursuant
to procedures adopted by the Fund's Board of Trustees. The Adviser's fair
valuation team uses fair value methods approved by the Valuation Committee
of the Board of Trustees. The Adviser's fair valuation team is responsible
for monitoring developments that may impact fair valued securities and for
discussing and assessing fair values on an ongoing basis, and at least
quarterly, with the Valuation Committee of the Board of Trustees.
Inputs used when applying fair value methods to value a security may
include credit ratings, the financial condition of the company, current
market conditions and comparable securities. The Fund may use fair value
methods if it is determined that a significant event has occurred after
the close of the exchange or market on which the security trades and prior
to the determination of the Fund's net asset value. Examples of a
significant event might include political or economic news, corporate
restructurings, natural disasters, terrorist activity or trading halts.
Thus, the valuation of the Fund's securities may differ significantly from
exchange prices, and such differences could be material.
At February 28, 2019, no securities were valued using fair value methods
(other than securities valued using prices supplied by independent pricing
services, broker-dealers or using a third party insurance industry pricing
model).
B. Investment Income and Transactions
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in the exercise of reasonable diligence.
Interest income, including interest on income-bearing cash accounts, is
recorded on the accrual basis. Dividend and interest income are reported
net of unrecoverable foreign taxes withheld at the applicable country
rates and net of income accrued on defaulted securities.
Interest and dividend income payable by delivery of additional shares is
reclassified as PIK (payment-in-kind) income upon receipt and is included
in interest and dividend income, respectively.
Security transactions are recorded as of trade date. Gains and losses on
sales of investments are calculated on the identified cost method for both
financial reporting and federal income tax purposes.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 33
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable income and net realized capital gains,
if any, to its shareowners. Therefore, no provision for federal income
taxes is required. As of August 31, 2018, the Fund did not accrue any
interest or penalties with respect to uncertain tax positions, which, if
applicable, would be recorded as an income tax expense on the Statement of
Operations. Tax returns filed within the prior three years remain subject
to examination by federal and state tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. GAAP. Distributions in excess of net investment
income or net realized gains are temporary over distributions for
financial statement purposes resulting from differences in the recognition
or classification of income or distributions for financial statement and
tax purposes. Capital accounts within the financial statements are
adjusted for permanent book/tax differences to reflect tax character, but
are not adjusted for temporary differences.
The tax character of current year distributions payable will be determined
at the end of the current taxable year. The tax character of distributions
paid during the year ended August 31, 2018 was as follows:
--------------------------------------------------------------------------
2018
--------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 33,054,829
Long-term capital gain 110,608,899
--------------------------------------------------------------------------
Total $143,663,728
==========================================================================
The following shows the components of distributable earnings (losses) on a
federal income tax-basis at August 31, 2018:
--------------------------------------------------------------------------
2018
--------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 197,287
Undistributed long term capital gain 225,274,921
Net unrealized appreciation 204,493,331
--------------------------------------------------------------------------
Total $429,965,539
==========================================================================
The difference between book-basis and tax-basis net unrealized
appreciation is attributable to the tax deferral of losses on wash sales.
34 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date. The
Distributor earned $20,717 in underwriting commissions on the sale of
Class A shares during the six months ended February 28, 2019.
E. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day.
Distribution fees are calculated based on the average daily net asset
value attributable to Class A and Class C shares of the Fund, respectively
(see Note 4). Class Y shares do not pay distribution fees. All expenses
and fees paid to the Fund's transfer agent for its services are allocated
among the classes of shares based on the number of accounts in each class
and the ratable allocation of related out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner and at the same time, except that net
investment income dividends to Class A, Class C, and Class Y shares can
reflect different transfer agent and distribution expense rates.
F. Risks
The value 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 rates, lack of liquidity in the bond
markets or adverse investor sentiment. In the past several years,
financial markets have experienced increased volatility, depressed
valuations, decreased liquidity and heightened uncertainty. These
conditions may continue, recur, worsen or spread.
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Fund more
susceptible to any economic, political, or regulatory developments or
other risks affecting those industries and sectors. The Fund's investments
in foreign markets and countries with limited developing markets may
subject the Fund to a greater degree of risk than investments in a
developed market. These risks include disruptive political or economic
conditions and the imposition of adverse governmental laws or currency
exchange restrictions.
Interest rates in the U.S. have been historically low and have begun to
rise, so the Fund faces a heightened risk that interest rates may continue
to rise. A general rise in interest rates could adversely affect the price
and liquidity of fixed-income securities and could also result in
increased redemptions from the Fund.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 35
With the increased use of technologies such as the Internet to conduct
business, the Fund is susceptible to operational, information security and
related risks. While the Fund's Adviser has established business
continuity plans in the event of, and risk management systems to prevent,
limit or mitigate, such cyber-attacks, there are inherent limitations in
such plans and systems, including the possibility that certain risks have
not been identified. Furthermore, the Fund cannot control the
cybersecurity plans and systems put in place by service providers to the
Fund such as Brown Brothers Harriman & Co., the Fund's custodian and
accounting agent, and DST Asset Manager Solutions, Inc., the Fund's
transfer agent. In addition, many beneficial owners of Fund shares hold
them through accounts at broker-dealers, retirement platforms and other
financial market participants over which neither the Fund nor Amundi
Pioneer exercises control. Each of these may in turn rely on service
providers to them, which are also subject to the risk of cyber-attacks.
Cybersecurity failures or breaches at Amundi Pioneer or the Fund's service
providers or intermediaries have the ability to cause disruptions and
impact business operations, potentially resulting in financial losses,
interference with the Fund's ability to calculate its net asset value,
impediments to trading, the inability of Fund shareowners to effect share
purchases, redemptions or exchanges or receive distributions, loss of or
unauthorized access to private shareowner information and violations of
applicable privacy and other laws, regulatory fines, penalties,
reputational damage, or additional compliance costs. Such costs and losses
may not be covered under any insurance. In addition, maintaining vigilance
against cyber-attacks may involve substantial costs over time, and system
enhancements may themselves be subject to cyber-attacks.
The Fund's prospectus contains unaudited information regarding the Fund's
principal risks. Please refer to that document when considering the Fund's
principal risks.
G. Repurchase Agreements
Repurchase agreements are arrangements under which the Fund purchases
securities from a broker-dealer or a bank, called the counterparty, upon
the agreement of the counterparty to repurchase the securities from the
Fund at a later date, and at a specific price, which is typically higher
than the purchase price paid by the Fund. The securities purchased serve
as the Fund's collateral for the obligation of the counterparty to
repurchase the securities. The value of the collateral, including accrued
interest, is required to be equal to or in excess of the repurchase price.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian or a sub-custodian of the
Fund. The Adviser is responsible for determining that the value of the
collateral remains at least equal to the repurchase price. In the event of
a default by the counterparty, the Fund is entitled to sell the
36 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
securities, but the Fund may not be able to sell them for the price at
which they were purchased, thus causing a loss to the Fund. Additionally,
if the counterparty becomes insolvent, there is some risk that the Fund
will not have a right to the securities, or the immediate right to sell
the securities.
As of and for the six months ended February 28, 2019, the Fund had no open
repurchase agreements.
2. Management Agreement
The Adviser manages the Fund's portfolio. Management fees are calculated daily
at the annual rate equal to 0.65% of the Fund's average daily net assets up to
$1 billion, 0.60% of the next $4 billion of the Fund's average daily net assets
and 0.55% of the Fund's average daily net assets over $5 billion. For the
six months ended February 28, 2019, the effective annualized management fee
(excluding waivers and/or assumption of expenses) was equal to 0.64%
(annualized) of the Fund's average daily net assets.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$67,845 in management fees, administrative costs and certain other
reimbursements payable to the Adviser at February 28, 2019.
3. Transfer Agent
DST Asset Manager Solutions, Inc. serves as the transfer agent to the Fund at
negotiated rates. Transfer agent fees and payables shown on the Statement of
Operations and the Statement of Assets and Liabilities, respectively, include
sub-transfer agent expenses incurred through the Fund's omnibus relationship
contracts.
In addition, the Fund reimbursed the transfer agent for out-of-pocket expenses
incurred by the transfer agent related to shareowner communications activities
such as proxy and statement mailings, and outgoing phone calls. For the
six months ended February 28, 2019, such out-of-pocket expenses by class of
shares were as follows:
--------------------------------------------------------------------------------
Shareowner Communications:
--------------------------------------------------------------------------------
Class A $112,342
Class C 1,788
Class Y 333
--------------------------------------------------------------------------------
Total $114,463
--------------------------------------------------------------------------------
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 37
4. Distribution and Service Plans
The Fund has adopted a distribution plan (the "Plan") pursuant to Rule 12b-1 of
the Investment Company Act of 1940 with respect to its Class A and Class C
shares. Pursuant to the Plan, the Fund pays the Distributor 0.25% of the
average daily net assets attributable to Class A shares as compensation for
personal services and/or account maintenance services or distribution services
with regard to Class A shares. Pursuant to the Plan, the Fund also pays the
Distributor 1.00% of the average daily net assets attributable to Class C
shares. The fee for Class C shares consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class C shares.
Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $25,551 in distribution fees payable to the Distributor at
February 28, 2019.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge ("CDSC"). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 12 months of purchase. Redemptions of Class C shares within 6 months of
purchase are subject to a CDSC of 1.00%, based on the lower of cost or market
value of shares being redeemed. Shares purchased as part of an exchange remain
subject to any CDSC that applied to the original purchase of those shares.
There is no CDSC for Class Y shares. Proceeds from the CDSCs are paid to the
Distributor. For the six months ended February 28, 2019, CDSCs in the amount of
$717 were paid to the Distributor.
5. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
"Funds"), participates in a committed, unsecured revolving line of credit
facility. Borrowings are used solely for temporary or emergency purposes. The
Fund may borrow up to the lesser of the amount available under the facility or
the limits set for borrowing by the Fund's prospectus and the 1940 Act. Prior
to August 1, 2018, the credit facility was in the amount of $195 million.
Effective August 1, 2018, the Fund participates in a credit facility in the
amount of $250 million. Under such credit facility, depending on the type of
loan, interest on borrowings is payable at the London Interbank Offered Rate
("LIBOR") plus 0.90% on an annualized basis, or the Alternate Base Rate, which
is the greater of (a) the facility's administrative agent's daily announced
prime rate on the borrowing date, (b) 2% plus the Federal Funds Rate on the
borrowing date, or (c) 2% plus the overnight Eurodollar rate on the borrowing
date. The Funds pay an annual commitment fee to participate in a credit
facility. The commitment fee is allocated among participating Funds based on an
allocation schedule set forth in the credit agreement. For the six months
ended February 28, 2019, the Fund had no borrowings under the credit facility.
38 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Approval of Investment Management Agreement
Amundi Pioneer Asset Management, Inc. ("APAM") serves as the investment adviser
to Pioneer Disciplined Growth Fund (the "Fund") pursuant to an investment
management agreement between APAM and the Fund. In order for APAM to remain the
investment adviser of the Fund, the Trustees of the Fund must determine
annually whether to renew the investment management agreement for the Fund.
The contract review process began in January 2018 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the
process. Contract review materials were provided to the Trustees in March 2018,
July 2018 and September 2018. In addition, the Trustees reviewed and discussed
the Fund's performance at regularly scheduled meetings throughout the year, and
took into account other information related to the Fund provided to the
Trustees at regularly scheduled meetings, in connection with the review of the
Fund's investment management agreement.
In March 2018, the Trustees, among other things, discussed the memorandum
provided by Fund counsel that summarized the legal standards and other
considerations that are relevant to the Trustees in their deliberations
regarding the renewal of the investment management agreement, and reviewed and
discussed the qualifications of the investment management teams for the Fund,
as well as the level of investment by the Fund's portfolio managers in the
Fund. In July 2018, the Trustees, among other things, reviewed the Fund's
management fees and total expense ratios, the financial statements of APAM and
its parent companies, profitability analyses provided by APAM, and analyses
from APAM as to possible economies of scale. The Trustees also reviewed the
profitability of the institutional business of APAM and APAM's affiliate,
Amundi Pioneer Institutional Asset Management, Inc. ("APIAM" and, together with
APAM, "Amundi Pioneer"), as compared to that of APAM's fund management
business, and considered the differences between the fees and expenses of the
Fund and the fees and expenses of APAM's and APIAM's institutional accounts, as
well as the different services provided by APAM to the Fund and by APAM and
APIAM to the institutional accounts. The Trustees further considered contract
review materials, including additional materials received in response to the
Trustees' request, in September 2018.
At a meeting held on September 18, 2018, based on their evaluation of the
information provided by APAM and third parties, the Trustees of the Fund,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment management agreement for another year. In
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 39
approving the renewal of the investment management agreement, the Trustees
considered various factors that they determined were relevant, including the
factors described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by APAM to the Fund, taking into account the investment objective
and strategy of the Fund. The Trustees also reviewed APAM's investment approach
for the Fund and its research process. The Trustees considered the resources of
APAM and the personnel of APAM who provide investment management services to
the Fund. They also reviewed the amount of non-Fund assets managed by the
portfolio managers of the Fund. They considered the non-investment resources
and personnel of APAM that are involved in APAM's services to the Fund,
including APAM's compliance, risk management, and legal resources and
personnel. The Trustees noted the substantial attention and high priority given
by APAM's senior management to the Pioneer Fund complex.
The Trustees considered that APAM supervises and monitors the performance of
the Fund's service providers and provides the Fund with personnel (including
Fund officers) and other resources that are necessary for the Fund's business
management and operations. The Trustees also considered that, as administrator,
APAM is responsible for the administration of the Fund's business and other
affairs. The Trustees considered the fees paid to APAM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by APAM to the Fund were
satisfactory and consistent with the terms of the investment management
agreement.
Performance of the Fund
In considering the Fund's performance, the Trustees regularly review and
discuss throughout the year data prepared by APAM and information comparing the
Fund's performance with the performance of its peer group of funds, as
classified by Morningstar, Inc. (Morningstar), and the performance of the
Fund's benchmark index. They also discuss the Fund's performance with APAM on a
regular basis. The Trustees' regular reviews and discussions were factored into
the Trustees' deliberations concerning the renewal of the investment management
agreement.
40 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
Management Fee and Expenses
The Trustees considered information showing the fees and expenses of the Fund
in comparison to the management fees of its peer group of funds as classified
by Morningstar and also to the expense ratios of a peer group of funds selected
on the basis of criteria determined by the Independent Trustees for this
purpose using data provided by Strategic Insight Mutual Fund Research and
Consulting, LLC (Strategic Insight), an independent third party. The peer group
comparisons referred to below are organized in quintiles. Each quintile
represents one-fifth of the peer group. In all peer group comparisons referred
to below, first quintile is most favorable to the Fund's shareowners. The
Trustees noted that they separately review and consider the impact of the
Fund's transfer agency and Fund- and APAM-paid expenses for sub-transfer agency
and intermediary arrangements, and that the results of the most recent such
review were considered in the consideration of the Fund's expense ratio.
The Trustees considered that the Fund's management fee for the most recent
fiscal year was in the third quintile relative to the management fees paid by
other funds in its Morningstar category for the comparable period. The Trustees
also considered the breakpoints in the management fee schedule and the reduced
fee rates above certain asset levels. The Trustees considered that the expense
ratio of the Fund's Class A shares for the most recent fiscal year was in the
second quintile relative to its Strategic Insight peer group for the comparable
period.
The Trustees reviewed management fees charged by APAM and APIAM to
institutional and other clients, including publicly offered European funds
sponsored by APAM's affiliates, unaffiliated U.S. registered investment
companies (in a sub-advisory capacity), and unaffiliated foreign and domestic
separate accounts. The Trustees also considered APAM's costs in providing
services to the Fund and APAM's and APIAM's costs in providing services to the
other clients and considered the differences in management fees and profit
margins for fund and non-fund services. In evaluating the fees associated with
APAM's and APIAM's client accounts, the Trustees took into account the
respective demands, resources and complexity associated with the Fund and other
client accounts. The Trustees noted that, in some instances, the fee rates for
those clients were lower than the management fee for the Fund and considered
that, under the investment management agreement with the Fund, APAM performs
additional services for the Fund that it does not provide to those other
clients or services that are broader in scope, including oversight of the
Fund's other service providers and activities related to compliance and the
extensive regulatory and tax regimes to which the Fund is subject. The Trustees
also considered the entrepreneurial risks associated with APAM's management of
the Fund.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 41
The Trustees concluded that the management fee payable by the Fund to APAM was
reasonable in relation to the nature and quality of the services provided by
APAM.
Profitability
The Trustees considered information provided by APAM regarding the
profitability of APAM with respect to the advisory services provided by APAM to
the Fund, including the methodology used by APAM in allocating certain of its
costs to the management of the Fund. The Trustees also considered APAM's profit
margin in connection with the overall operation of the Fund. They further
reviewed the financial results, including the profit margins, realized by APAM
and APIAM from non-fund businesses. The Trustees considered APAM's profit
margins in comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
concluded that APAM's profitability with respect to the management of the Fund
was not unreasonable.
Economies of Scale
The Trustees considered APAM's views relating to economies of scale in
connection with the Pioneer Funds as fund assets grow and the extent to which
any such economies of scale are shared with the Fund and Fund shareholders. The
Trustees noted the breakpoints in the management fee schedule. The Trustees
recognize that economies of scale are difficult to identify and quantify, and
that, among other factors that may be relevant, are the following: fee levels,
expense subsidization, investment by APAM in research and analytical
capabilities and APAM's commitment and resource allocation to the Fund. The
Trustees noted that profitability also may be an indicator of the availability
of any economies of scale, although profitability may vary for other reasons
including due to reductions in expenses. The Trustees concluded that economies
of scale, if any, were being appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits that APAM enjoys from its
relationship with the Fund. The Trustees considered the character and amount of
fees paid or to be paid by the Fund, other than under the investment management
agreement, for services provided by APAM and its affiliates. The Trustees
further considered the revenues and profitability of APAM's businesses other
than the Fund business. To the extent applicable, the Trustees also considered
the benefits to the Fund and to APAM and its affiliates from the use of "soft"
commission dollars generated by the Fund to pay for research and brokerage
services.
42 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
The Trustees considered that Amundi Pioneer is the principal U.S. asset
management business of Amundi, which is one of the largest asset managers
globally. Amundi's worldwide asset management business manages over $1.7
trillion in assets (including the Pioneer Funds). The Trustees considered that
APAM's relationship with Amundi creates potential opportunities for APAM, APIAM
and Amundi that derive from APAM's relationships with the Fund, including
Amundi's ability to market the services of APAM globally. The Trustees noted
that APAM has access to additional research and portfolio management
capabilities as a result of its relationship with Amundi and Amundi's enhanced
global presence that may contribute to an increase in the resources available
to APAM. The Trustees considered that APAM and the Fund receive reciprocal
intangible benefits from the relationship, including mutual brand recognition
and, for the Fund, direct and indirect access to the resources of a large
global asset manager. The Trustees concluded that any such benefits received by
APAM as a result of its relationship with the Fund were reasonable.
Conclusion
After consideration of the factors described above as well as other factors,
the Trustees, including the Independent Trustees, concluded that the investment
management agreement for the Fund, including the fees payable thereunder, was
fair and reasonable and voted to approve the proposed renewal of the investment
management agreement.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19 43
Trustees, Officers and Service Providers
Trustees Officers
Thomas J. Perna, Chairman Lisa M. Jones, President and
David R. Bock Chief Executive Officer
Benjamin M. Friedman Mark E. Bradley, Treasurer and
Margaret B.W. Graham Chief Financial Officer
Lisa M. Jones Christopher J. Kelley, Secretary and
Lorraine H. Monchak Chief Legal Officer
Marguerite A. Piret
Fred J. Ricciardi
Kenneth J. Taubes
Investment Adviser and Administrator
Amundi Pioneer Asset Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Principal Underwriter
Amundi Pioneer Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Shareowner Services and Transfer Agent
DST Asset Manager Solutions, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.amundipioneer.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
44 Pioneer Disciplined Growth Fund | Semiannual Report | 2/28/19
How to Contact Amundi Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
--------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFoneSM for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Write to us:
--------------------------------------------------------------------------------
Amundi Pioneer
P.O. Box 219427
Kansas City, MO 64121-9427
Our toll-free fax 1-800-225-4240
Our internet e-mail address us.askamundipioneer@amundipioneer.com
(for general questions about Amundi Pioneer only)
Visit our web site: www.amundipioneer.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at https://www.sec.gov.
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, MA 02109
www.amundipioneer.com
Securities offered through Amundi Pioneer Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
[C] 2019 Amundi Pioneer Asset Management 19111-13-0419
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 12(a)(1), a copy of
its code of ethics that applies to the registrant's principal
executive officer,principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
as an exhibit to its annual
report on this Form N-CSR (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Mr. David R. Bock, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
N/A
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
N/A
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
N/A
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Amudi Pioneer Asset Management, Inc, the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountants engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrants accountant
for services rendered to the registrant, and rendered to the registrants
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
N/A
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees
has considered whether the provision of non-audit
services that were rendered to the Affiliates (as
defined) that were not pre- approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is
compatible with maintaining the principal accountant's
independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrant's audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's business experience during the past 5 years.
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R of Schedule 14(A)
in its definitive proxy statement, or this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
Item 12. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies.
(a) If the registrant is a closed-end management investment company,
provide the following dollar amounts of income and compensation related
to the securities lending activities of the registrant during its most
recent fiscal year:
N/A
(1) Gross income from securities lending activities;
N/A
(2) All fees and/or compensation for each of the following securities
lending activities and related services: any share of revenue generated
by the securities lending program paid to the securities lending agent(s)
(revenue split); fees paid for cash collateral management services
(including fees deducted from a pooled cash collateral reinvestment
vehicle) that are not included in the revenue split; administrative
fees that are not included in the revenue split; fees for
indemnification that are not included in the revenue split; rebates
paid to borrowers; and any other fees relating to the securities lending
program that are not included in the revenue split, including a description
of those other fees;
N/A
(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); and
N/A
(4) Net income from securities lending activities (i.e., the dollar amount in
paragraph (1) minus the dollar amount in paragraph (3)).
If a fee for a service is included in the revenue split, state that the fee
is included in the revenue split.
N/A
(b) If the registrant is a closed-end management investment company, describe
the services provided to the registrant by the securities lending agent in
the registrants most recent fiscal year.
N/A
ITEM 13. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Series Trust XII
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date April 29, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date April 29, 2019
By (Signature and Title)* /s/ Mark E. Bradley
Mark E. Bradley, Treasurer & Chief Accounting & Financial Officer
Date April 29, 2019
* Print the name and title of each signing officer under his or her signature.