N-30D 1 value.txt 3/31/01 SEMI [Logo] PIONEER Investments[RegTM] Pioneer Value Fund* ------------------------- SEMIANNUAL REPORT 3/31/01 ------------------------- *Formerly Pioneer II. Name change effective April 2, 2001. Table of Contents -------------------------------------------------------------------------------- Letter from the President 1 Portfolio Summary 2 Performance Update 3 Portfolio Management Discussion 6 Schedule of Investments 9 Financial Statements 15 Notes to Financial Statements 22 Trustees, Officers and Service Providers 27 Programs and Services for Pioneer Shareowners 28
Pioneer Value Fund -------------------------------------------------------------------------------- LETTER FROM THE PRESIDENT 3/31/01 -------------------------------------------------------------------------------- Dear Shareowner, -------------------------------------------------------------------------------- I don't think you could find a better argument for a diversified portfolio than the volatile markets we have experienced in the last several months. The turbulence began when the dot-com bubble burst last spring. Then, as higher interest rates began to drain strength from the economy, companies in a wide range of industries issued warnings of declining profits. The result has been a very weak stock market, with high-flying growth and internet-related stocks suffering the most damage. In contrast to these sharp declines, however, less aggressive investments, including many bonds and value stocks, did much better over this painful period. You can never eliminate risk entirely, but you and your financial advisor can work to mitigate it. The first step is to review your portfolio diversification, and modify it as necessary. You will probably want to continue holding a mix of stocks and bonds. A portfolio containing a variety of investments with varying risk and opportunity characteristics may be the most comfortable course for most investors. It could also be the most successful. As professional investors, we view market downturns as opportunities to reposition our funds' portfolios and take advantage of lower prices to purchase attractive securities. For more than 70 years, that strategy has helped Pioneer fund managers and shareowners reach their financial goals. You may want to put your own investment portfolio through the same process: Look past the bad news and try to bring your portfolio in line with current conditions and your own needs. Before closing, I'd like to share some news with you. Effective April 2, 2001 we changed the name of Pioneer II to Pioneer Value Fund. This new name, we believe, more accurately represents the Fund's long standing value discipline to equity investing. The investment focus continues to be that of reasonable income and growth of capital as we pursue value through fundamental research. Respectfully, /s/ David Tripple David Tripple 1 Pioneer Investment Management, Inc. Pioneer Value Fund -------------------------------------------------------------------------------- PORTFOLIO SUMMARY 3/31/01 -------------------------------------------------------------------------------- Portfolio Diversification -------------------------------------------------------------------------------- (As a percentage of total investment portfolio) [Tabular Representation of Pie Chart] U.S. Common Stocks 89% International Common Stocks 7% Depositary Receipts for International Stocks 3% Short-Term Cash Equivalents 1%
[End of Tabular Representation of Pie Chart] Sector Distribution -------------------------------------------------------------------------------- (As a percentage of equity holdings) [Tabular Representation of Pie Chart] Financial 22% Technology 14% Health Care 14% Energy 11% Utilities 10% Capital Goods 7% Consumer Cyclicals 7% Basic Materials 5% Communication Services 4% Transportation 3% Consumer Staples 3%
[End of Tabular Representation of Pie Chart] 10 Largest Holdings -------------------------------------------------------------------------------- (As a percentage of equity holdings) --------------------------------------------------------------------------------- 1. Ambac Financial Group, 6.38% 6. Kinder Morgan Energy 2.98% Inc. Partners, L.P. --------------------------------------------------------------------------------- 2. Dominion Resources, Inc. 5.89 7. Koninklijke Philips 2.89 Electronics NV --------------------------------------------------------------------------------- 3. Amgen, Inc. 3.84 8. Conoco Inc. 2.46 --------------------------------------------------------------------------------- 4. Washington Mutual Inc. 3.81 9. Merck & Co., Inc. 2.42 --------------------------------------------------------------------------------- 5. Charter One Financial, Inc. 3.11 10. Verizon Communications 2.39 ---------------------------------------------------------------------------------
Fund holdings will vary for other periods. 2 Pioneer Value Fund -------------------------------------------------------------------------------- PERFORMANCE UPDATE 3/31/01 CLASS A SHARES -------------------------------------------------------------------------------- Share Prices and Distributions --------------------------------------------------------------------------------
Net Asset Value per Share 3/31/01 9/30/00 $21.15 $22.67
Distributions per Share Income Short-Term Long-Term (9/30/00-3/31/01) Dividends Capital Gains Capital Gains $0.040 $0.062 $1.463
Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the growth of a $10,000 investment made in Pioneer Value Fund at public offering price, compared to the growth of the Standard & Poor's 500 Index and the Lipper Growth & Income Funds Index.
Average Annual Total Returns (As of March 31, 2001) Net Asset Public Offering Period Value Price* 10 Years 11.14% 10.48% 5 Years 8.49 7.22 1 Year 3.17 -2.75
* Reflects deduction of the maximum 5.75% sales charge at the beginning of the period and assumes reinvestment of distributions at net asset value. [START MOUNTAIN CHART] GROWTH OF $10,000 Pioneer Value Standard and Poor's Lipper Growth and Fund 500 Index Income Funds Index 3/91 $9,425 $10,000 $10,000 3/92 $10,688 $11,100 $11,168 $12,289 $12,786 $12,982 $12,982 $12,976 $13,594 3/95 $14,350 $14,994 $15,088 $18,026 $19,790 $19,401 $21,107 $23,708 $22,513 3/98 $28,711 $35,062 $31,294 $23,098 $41,522 $32,582 $26,264 $48,950 $36,291 3/01 $27,097 $38,353 $33,014 [END MOUNTAIN CHART] The Standard & Poor's 500 Index is an unmanaged measure of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange and the over-the-counter market. The Lipper Growth and Income Funds Index reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in either Index. Past performance does not guarantee future results. Return and share price fluctuate, and your shares, when redeemed, may be worth more or less than their original cost. 3 Pioneer Value Fund -------------------------------------------------------------------------------- PERFORMANCE UPDATE 3/31/01 CLASS B SHARES -------------------------------------------------------------------------------- Share Prices and Distributions --------------------------------------------------------------------------------
Net Asset Value per Share 3/31/01 9/30/00 $20.51 $22.11
Distributions per Share Income Short-Term Long-Term (9/30/00-3/31/01) Dividends Capital Gains Capital Gains - $0.062 $1.463
Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the growth of a $10,000 investment made in Pioneer Value Fund, compared to the growth of the Standard & Poor's 500 Index and the Lipper Growth & Income Funds Index.
Average Annual Total Returns (As of March 31, 2001) If If Period Held Redeemed* Life-of-Fund 7.37% 7.04% (7/1/96) 1 Year 2.00 -1.79
* Reflects deduction of the maximum applicable contingent deferred sales charge (CDSC) at the end of the period and assumes reinvestment of distributions. The maximum CDSC of 4% declines over six years. [START MOUNTAIN CHART] GROWTH OF $10,000 Pioneer Value Standard and Poor's Lipper Growth and Fund 500 Index Income Funds Index Jul-96 $10,000 $10,000 $10,000 Sep-96 $10,165 $10,247 $10,322 $11,403 $11,100 $11,126 $11,419 $11,399 $11,313 $13,165 $13,385 $12,900 $14,698 $14,387 $13,980 $13,962 $14,799 $14,116 Mar-98 $15,377 $16,859 $15,725 $14,269 $17,415 $15,756 $11,059 $15,686 $13,791 $12,717 $19,020 $16,033 $12,240 $19,965 $16,373 $13,294 $21,369 $17,891 Sep-99 $12,234 $20,035 $16,460 $12,775 $23,013 $17,935 $13,741 $23,536 $18,237 $13,347 $22,910 $17,779 $14,046 $22,690 $18,303 $14,618 $20,916 $18,005 Mar-01 $13,817 $18,441 $16,590 [END MOUNTAIN CHART] The Standard & Poor's 500 Index is an unmanaged measure of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange and the over-the-counter market. The Lipper Growth and Income Funds Index reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in either Index. Past performance does not guarantee future results. Return and share price fluctuate, and your shares, when redeemed, may be worth more or less than their original cost. 4 Pioneer Value Fund -------------------------------------------------------------------------------- PERFORMANCE UPDATE 3/31/01 CLASS C SHARES -------------------------------------------------------------------------------- Share Prices and Distributions --------------------------------------------------------------------------------
Net Asset Value per Share 3/31/01 9/30/00 $20.54 $22.16 Distributions per Share Income Short-Term Long-Term (9/30/00-3/31/01) Dividends Capital Gains Capital Gains - $0.062 $1.463
Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the growth of a $10,000 investment made in Pioneer Value Fund, compared to the growth of the Standard & Poor's 500 Index and the Lipper Growth & Income Funds Index.
Average Annual Total Returns (As of March 31, 2001) If If Period Held Redeemed* Life-of-Fund 7.38% 7.38% (7/1/96) 1 Year 1.90 1.90
* Assumes reinvestment of distributions. The 1% contingent deferred sales charge (CDSC) applies to redemptions made within one year of purchase. [START MOUNTAIN CHART] GROWTH OF $10,000 Pioneer Value Standard and Poor's Lipper Growth and Fund 500 Index Income Funds Index Jul-96 $10,000 $10,000 $10,000 Sep-96 $10,161 $10,247 $10,322 $11,400 $11,100 $11,126 $11,410 $11,399 $11,313 $13,142 $13,385 $12,900 $14,683 $14,387 $13,980 $13,952 $14,799 $14,116 Mar-98 $15,360 $16,859 $15,725 $14,253 $17,415 $15,756 $11,076 $15,686 $13,791 $12,727 $19,020 $16,033 $12,244 $19,965 $16,373 $13,303 $21,369 $17,891 Sep-99 $12,250 $20,035 $16,460 $12,797 $23,013 $17,935 $13,762 $23,536 $18,237 $13,394 $22,910 $17,779 $14,067 $22,690 $18,303 $14,638 $20,916 $18,005 Mar-01 $14,024 $18,441 $16,590 [END MOUNTAIN CHART] The Standard & Poor's 500 Index is an unmanaged measure of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange and the over-the-counter market. The Lipper Growth and Income Funds Index reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in either Index. Past performance does not guarantee future results. Return and share price fluctuate, and your shares, when redeemed, may be worth more or less than their original cost. 5 Pioneer Value Fund ------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 3/31/01 ------------------------------------------------------------------------------- Pioneer Value Fund (formerly known as Pioneer II) delivered positive results over the last six months despite very volatile market conditions. In the discussion that follows, Richard Dahlberg, who is responsible for the Fund's day to day management, details the investment strategies that he pursued and how they affected the Fund's results. Q: The markets have been very volatile for several months, with value stocks outperforming growth. How did this environment affect performance? A: Continued strength in value stocks enabled the Fund to outperform its benchmark, the Standard & Poor's 500 Index over the six months ended March 31, 2001. Calculated at net asset value the Fund's Class A, B and C shares had returns of 0.35%, -0.21% and -0.31%, respectively. These results handily outpaced the -18.72% return of the Index. The Fund also surpassed the average -1.31% return of 569 multi-cap value funds tracked by Lipper, Inc. (Lipper is an independent firm that tracks mutual fund performance.) Q: What motivated investors to shift from growth to value investing? A: According to S&P Barra, a research organization that provides risk management solutions to the investment industry, the outperformance by value stocks over growth has been one of the widest in years. The relationship between the two investment styles is just the opposite of what it had been before the market peak of last spring. Reasons are not hard to find: investors became very wary when the dot-com bubble burst and gloomy earnings forecasts undermined the rationale for holding growth stocks. That combination of factors tends to bring value stocks into favor, thanks to their lower risk potential, more attractive valuations and greater investor confidence in their ability to generate profits. Q: What were the most successful areas for the Fund? A: Two of our biggest positions, Ambac Financial Group and Dominion Resources, made very strong contributions over recent months. Ambac Financial Group benefited from the retirement of U.S. government bonds as budget surpluses facilitated the paying down of federal 6 Pioneer Value Fund -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- debt. With fewer government bonds on the market, institutions seeking high quality investments have been turning to insured corporate securities, Ambac Financial Group's primary business. Other holdings in the improving financial sector were Washington Mutual and Charter One Financial, mortgage companies that enjoyed expanding profit margins as interest rates began to decline. Dominion Resources, a gas and electric utility based in Virginia, profited when Virginia deregulated energy rates without the freeze on retail pricing that has been so costly to California utilities and their customers. Dominion also has a large natural gas production subsidiary which stands to benefit from rising prices. Transportation stocks did well. Railroad companies, including Canadian National Railway and Union Pacific benefited from higher energy prices -- moving goods by rail is more energy-efficient than shipping by truck. Among airlines, Southwest Airlines continued to gain market share as the company expanded into more small and mid-size cities rather than compete with the larger carriers that dominate air travel in major cities. Q: Which areas fell short of expectations? A: Health care had been a strong area for the Fund but prices fell back in the most recent quarter. Amgen, one of the world's largest biotechnology companies, held up fairly well as did HCA, a for-profit hospital management company. Pharmaceutical manufacturers Merck, Novartis and Eli Lilly were indifferent performers. The same was true of auto manufacturers and other consumer durables companies. The Fund's very small weighting in these sectors (compared to the S&P 500) helped relative performance. Q: What about technology? A: We have been selectively reducing technology positions for some time as valuations reached uncomfortable levels. These cutbacks paid off for the Fund by reducing exposure to a very volatile sector, but overall results were hurt by tech holdings. We have held on to some of the bigger, better financed technology companies -- Intel and Oracle are 7 Pioneer Value Fund -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 3/31/01 (continued) -------------------------------------------------------------------------------- examples -- because they are better positioned than some competitors to rebound when technology comes back into favor. In the meantime, many technology companies are suffering from an inventory glut as customers have retrenched in the face of reduced demand. Q: Please give us your outlook on the economy and the markets. A: We need look no further than the current high levels of corporate layoffs and disappointing earnings reports for evidence that the economy has lost steam. The contraction in business activity now underway is likely to delay any economic recovery for six months or more. For now, we are playing defense, emphasizing sectors like utilities and financials that have done well historically under similar conditions. The big question will be when to switch to offense and move into more cyclical areas like consumer durables, and eventually, technology. We think that, over the next several quarters, old-fashioned ways of looking at stocks, considering dividends, earnings and market valuations, will be keys to successful stock selection. These criteria coincide perfectly with Pioneer's tradition of value investing. 8 Pioneer Value Fund ------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 3/31/01 (unaudited) -------------------------------------------------------------------------------
Shares Value COMMON STOCK - 99.2% Basic Materials - 4.5% Aluminum - 0.7% 800,000 Alcoa, Inc. $ 28,760,000 ------------ Chemicals - 0.7% 1,774,000 Lyondell Petrochemicals Co. $ 25,492,380 1,880,000 Mississippi Chemical Corp.+ 6,316,800 ------------ $ 31,809,180 ------------ Chemicals (Specialty) - 1.4% 1,700,000 Cytec Industries Inc.* $ 54,434,000 400,000 Hercules, Inc. 5,196,000 1,169,500 Terra Industries Inc.* 5,555,125 ------------ $ 65,185,125 ------------ Containers & Packaging (Paper) - 0.3% 4,300,000 Vitro SA (A.D.R.) $ 12,470,000 ------------ Metals Mining - 0.4% 1,200,000 Freeport-McMorRan Copper & Gold Inc. (Class B)* $ 15,660,000 ------------ Paper & Forest Products - 1.0% 2,000,000 Asia Pulp & Paper Ltd. (A.D.R.)* $ 280,000 400,000 Bowater, Inc. 18,960,000 200,000 Georgia-Pacific Group 5,880,000 1,500,000 Longview Fibre Co. 19,500,000 ------------ $ 44,620,000 ------------ Total Basic Materials $198,504,305 ------------ Capital Goods - 6.9% Manufacturing (Diversified) - 1.7% 538,900 Amcast Industrial Corp.+ $ 4,984,825 3,547,600 Trinity Industries, Inc.+ 69,178,200 ------------ $ 74,163,025 ------------ Manufacturing (Specialized) - 5.1% 1,588,700 Briggs & Stratton Corp.+ $ 60,958,414 1,926,000 Dionex Corp.*+ 60,548,625 3,900,000 Donaldson Co., Inc.+ 104,091,000 ------------ $225,598,039 ------------
The accompanying notes are an integral part of these financial statements. 9 Pioneer Value Fund ------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 3/31/01 (unaudited) (continued) -------------------------------------------------------------------------------
Shares Value Metal Fabricators - 0.1% 711,125 A.M. Castle & Co.+ $ 6,393,014 ------------ Total Capital Goods $306,154,078 ------------ Communication - 4.2% Cellular/Wireless Telecommunications - 0.1% 301,100 AT&T Wireless Group* $ 5,775,098 ------------ Telephone - 4.1% 550,000 BellSouth Corp. $ 22,506,000 994,800 SBC Communications, Inc. 44,397,924 213,436 Telefonica de Espana (A.D.R.)* 10,223,584 2,125,000 Verizon Communications 104,762,500 ------------ $181,890,008 ------------ Total Communication $187,665,106 ------------ Consumer Cyclicals - 6.8% Auto Parts & Equipment - 0.5% 1,608,419 Delphi Automotive Systems Corp $ 22,791,297 ------------ Automobiles - 0.7% 634,414 General Motors Corp. $ 32,894,366 ------------ Consumer (Jewelry, Novelties & Gifts) - 1.5% 2,247,450 Lancaster Colony Corp.+ $ 65,316,516 ------------ Homebuilding - 2.7% 4,145,000 Champion Enterprises, Inc.+* $ 21,346,750 8,184,000 Clayton Homes, Inc.+ 98,617,200 ------------ $119,963,950 ------------ Retail (Deptartment Stores) - 1.4% 700,000 Federated Department Stores, Inc.* $ 29,085,000 2,000,000 J.C. Penney Co., Inc. 31,980,000 ------------ $ 61,065,000 ------------ Total Consumer Cyclicals $302,031,129 ------------ Consumer Staples - 3.1% Beverages (Non-Alcoholic) - 0.4% 400,000 PepsiCo, Inc. $ 17,580,000 ------------ Foods - 0.9% 20,000 Nestle SA (Registered Shares) $ 41,658,508 ------------ Personal Care - 0.5% 300,000 Kimberly Clark Corp. $ 20,349,000 ------------
10 The accompanying notes are an integral part of these financial statements. Pioneer Value Fund ------------------------------------------------------------------------------- -------------------------------------------------------------------------------
Shares Value Services (Employment) - 1.3% 2,450,000 Kelly Services Inc. $ 57,771,000 ------------ Total Consumer Staples $137,358,508 ------------ Energy - 10.9% Oil & Gas (Drilling & Equipment) - 4.0% 1,008,100 BJ Services Co.* $ 71,776,720 300,000 Grant Prideco Inc.* 5,160,000 450,000 Halliburton Co. 16,537,500 1,050,000 Transocean Offshore Inc. 45,517,500 310,000 Smith International, Inc.* 21,762,000 300,000 Weatherford International, Inc.* 14,805,000 ------------ $175,558,720 ------------ Oil & Gas (Production/Exploration) - 2.2% 500,000 Anadarko Petroleum Corp. $ 31,390,000 700,000 Burlington Resources, Inc. 31,325,000 1,400,000 Suncor Energy, Inc. 36,260,000 ------------ $ 98,975,000 ------------ Oil (Domestic Integrated) - 3.1% 3,840,000 Conoco, Inc. $107,904,000 227,256 Conoco, Inc. (Class B) 6,419,980 500,000 Shell Transport & Trading Co. (A.D.R.) 23,365,000 ------------ $137,688,980 ------------ Oil (International Integrated) - 1.6% 600,000 BP Amoco Plc (A.D.R.) $ 29,772,000 600,000 Texaco, Inc. 39,840,000 ------------ $ 69,612,000 ------------ Total Energy $481,834,700 ------------ Financials - 21.7% Banks (Major Regional) - 1.2% 913,714 Banco Santander SA (A.D.R.) $ 8,287,386 ------------ 1,200,000 FleetBoston Financial Corp. 45,300,000 ------------ $ 53,587,386 ------------ Banks (Money Center) - 2.2% 2,175,000 J.P. Morgan Chase & Co. $ 97,657,500 ------------ Banks (Regional) - 0.7% 1,242,100 North Fork Bancorporation, Inc. $ 32,232,495 ------------
The accompanying notes are an integral part of these financial statements. 11 Pioneer Value Fund ------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 3/31/01 (unaudited) (continued) -------------------------------------------------------------------------------
Shares Value Consumer Finance - 1.6% 1,385,000 Countrywide Credit Industries, Inc. $ 68,349,750 ------------ Financial (Diversified) - 6.3% 4,415,450 Ambac Financial Group, Inc. $280,071,994 ------------ Insurance (Life/Health) - 0.9% 2,600,389 Conseco, Inc. $ 41,866,263 ------------ Insurance (Multi-Line) - 0.3% 400,000 Nationwide Financial Services, Inc. $ 15,192,000 ------------ Insurance (Property-Casualty) - 1.5% 1,550,000 Allstate Corp. $ 65,007,000 ------------ Savings & Loan Companies - 7.0% 4,824,696 Charter One Financial, Inc. $136,538,897 3,050,000 Washington Mutual, Inc. 166,987,500 ------------ $303,526,397 ------------ Total Financials $957,490,785 ------------ Health Care - 13.4% Biotechnology - 4.2% 2,800,000 Amgen, Inc.* $168,525,000 351,843 Pharmacia Corp. 17,722,332 ------------ $186,247,332 ------------ Health Care (Diversified) - 1.7% 1,250,000 American Home Products Corp. $ 73,437,500 ------------ Health Care (Drugs/Major Pharmaceuticals) - 5.5% 1,112,600 AstraZeneca Plc $ 52,618,122 560,702 Elan Corp. Plc (A.D.R.)* 29,296,680 450,000 Eli Lilly & Co. 34,497,000 1,400,000 Merck & Co., Inc. 106,260,000 600,000 Novartis AG (A.D.R.) 23,598,000 ------------ $246,269,802 ------------ Health Care (Drugs-Generic) - 0.2% 300,000 ICN Pharmaceuticals, Inc. $ 7,629,000 ------------ Health Care (Hospital Management) - 0.9% 1,000,000 HCA - The Healthcare Company $ 40,270,000 ------------ Health Care (Managed Care) - 0.9% 425,600 Wellpoint Health Networks Inc.* $ 40,563,936 ------------ Total Health Care $594,417,570 ------------
12 The accompanying notes are an integral part of these financial statements. Pioneer Value Fund ------------------------------------------------------------------------------- -------------------------------------------------------------------------------
Shares Value Technology - 14.2% Communications Equipment - 0.5% 700,000 Alcatel (A.D.R.) $ 20,132,000 ------------ Computer (Hardware) - 2.6% 1,400,000 Compaq Computer Corp. $ 25,480,000 900,000 International Business Machines Corp. 86,562,000 100,000 NCR Corp.* 3,903,000 ------------ $115,945,000 ------------ Computers (Peripherals) - 0.2% 1,000,000 Storage Technology Corp.* $ 10,890,000 ------------ Computers (Software & Services) - 0.6% 1,700,000 Oracle Corp.* $ 25,466,000 ------------ Electronics (Component Distributors) - 4.2% 2,600,000 Arrow Electronics, Inc.* $ 58,760,000 4,744,549 Koninklijke Philips Electronics NV 126,679,458 ------------ $185,439,458 ------------ Electronics (Defense) - 1.3% 1,920,747 General Motors Corp. (Class H)* $ 37,454,567 632,200 Raytheon Co. (Class B) 18,574,036 ------------ $ 56,028,603 ------------ Electronics (Instrumentation) - 0.2% 788,200 MTS Systems Corp. $ 7,167,694 ------------ Electronics (Semiconductors) - 2.4% 2,900,000 Intel Corp. $ 76,306,250 1,000,000 Texas Instruments, Inc. 30,980,000 ------------ $107,286,250 ------------ Equipment (Semiconductor) - 1.5% 1,256,383 Applied Materials, Inc.* $ 54,652,661 460,000 Helix Technology Corp. 10,802,813 ------------ $ 65,455,474 ------------ Photography/Imaging - 0.7% 800,000 Eastman Kodak Co. $ 31,912,000 ------------ Total Technology $625,722,479 ------------ Transportation - 3.3% Airlines - 0.6% 1,500,000 Southwest Airlines Co. $ 26,625,000 ------------
The accompanying notes are an integral part of these financial statements. 13 Pioneer Value Fund ------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 3/31/01 (unaudited) (continued) -------------------------------------------------------------------------------
Shares Value Railroads - 2.7% 1,180,000 Canadian National Railway Co. $ 44,450,600 1,300,000 Union Pacific Corp. 73,125,000 -------------- $ 117,575,600 -------------- Total Transportation $ 144,200,600 -------------- Utilities - 10.2% Electric Companies - 6.7% 4,007,567 Dominion Resources, Inc. $ 258,367,844 2,200,000 Edison International 27,808,000 259,063 Hawaiian Electric Industries, Inc. 9,572,378 -------------- $ 295,748,222 -------------- Natural Gas - 3.5% 2,073,000 Kinder Morgan Energy Partners, L.P. $ 130,806,302 600,000 Williams Companies, Inc. 25,710,000 -------------- $ 156,516,302 -------------- Total Utilities $ 452,264,524 -------------- TOTAL COMMON STOCKS $4,387,643,784 -------------- (Cost $3,136,648,569)
Principal Amount TEMPORARY CASH INVESTMENTS - 0.8% Commercial Paper - 0.8% $33,365,000 Home Financing Corp., 5.42%, 4/2/01 $ 33,365,000 -------------- Total Commercial Paper $ 33,365,000 -------------- TOTAL TEMPORARY CASH INVESTMENTS (Cost $33,365,000) $ 33,365,000 -------------- TOTAL INVESMENTS IN SECURTIES - 100.0% (cost $3,170,013,569) $4,421,008,784 ==============
* Non-income producing security. + Investment held by the fund representing 5% or more of the outstanding voting stock of such company. (a) At March 31, 2001, the net unrealized gain on investments based on cost for federal income tax purposes of $3,170,688,172 was as follows: Aggregate gross unrealized gain for all investments in which there is an excess of value over cost $1,651,047,239 Aggregate gross unrealized loss for all investments in which there is an excess of tax cost over value (400,726,627) -------------- Net unrealized gain $1,250,320,612 ==============
Purchases and sales of securities (excluding temporary cash investments) for the six months ended March 31, 2001, aggregated $84,725,909 and $302,166,050, respectively. 14 The accompanying notes are an integral part of these financial statements. Pioneer Value Fund -------------------------------------------------------------------------------- BALANCE SHEET 3/31/01 (unaudited) -------------------------------------------------------------------------------- ASSETS: Investment in securities, at value (including temporary cash investments of $33,365,000) (cost $3,170,013,569) $4,421,008,784 Cash 679 Receivables - Investment securities sold 18,065,750 Fund shares sold 1,284,293 Dividends, interest and foreign taxes withheld 5,386,068 Other 51,749 -------------- Total assets $4,445,797,323 -------------- LIABILITIES: Payables - Fund shares repurchased $ 1,613,498 Due to affiliates 3,268,687 Accrued expenses 456,587 -------------- Total liabilities $ 5,338,772 -------------- NET ASSETS: Paid-in capital $3,014,050,409 Accumulated undistributed net investment income 32,683,577 Accumulated undistributed net realized gain on investments and foreign currency transactions 142,763,755 Net unrealized gain on investments 1,250,995,215 Net unrealized loss on assets and liabilities denominated in foreign currencies (34,405) -------------- Total net assets $4,440,458,551 ============== NET ASSET VALUE PER SHARE: (Unlimited number of shares authorized) Class A (based on $4,410,406,423/208,577,395 shares) $ 21.15 ============== Class B (based on $25,925,691/1,264,081 shares) $ 20.51 ============== Class C (based on $4,126,437/200,874 shares) $ 20.54 ============== MAXIMUM OFFERING PRICE: Class A $ 22.44 ==============
The accompanying notes are an integral part of these financial statements. 15 Pioneer Value Fund -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS (unaudited) -------------------------------------------------------------------------------- For the Six Months Ended 3/31/01 INVESTMENT INCOME: Dividends (net of foreign taxes withheld of $555,475) $ 38,560,841 Interest 1,571,616 -------------- Total investment income $ 40,132,457 -------------- EXPENSES: Management fees Basic fee $ 13,687,361 Performance adjustment (2,288,438) Transfer agent fees Class A 4,727,211 Class B 47,514 Class C 9,108 Distribution fees Class A 4,917,694 Class B 116,786 Class C 18,878 Administrative fees 322,433 Custodian fees 137,014 Professional fees 67,506 Printing 64,026 Registration fees 45,666 Fees and expenses of nonaffiliated trustees 29,983 -------------- Total expenses $ 21,902,742 Less fees paid indirectly (471,948) -------------- Net expenses $ 21,430,794 -------------- Net investment income $ 18,701,663 -------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: Net realized gain (loss) from: Investments $ 155,226,599 Other assets and liabilities denominated in foreign currencies (11,799) $ 155,214,800 -------------- -------------- Change in net unrealized gain (loss) from: Investments $ (158,808,343) Other assets and liabilities denominated in foreign currencies (21,514) $ (158,829,857) -------------- -------------- Net loss on investments and foreign currency transactions $ (3,615,057) -------------- Net increase in net assets resulting from operations $ 15,086,606 ==============
16 The accompanying notes are an integral part of these financial statements. Pioneer Value Fund -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS -------------------------------------------------------------------------------- For the Six Months Ended 3/31/01 and the Year Ended 9/30/00
Six Months Ended (unaudited) Year Ended FROM OPERATIONS: 3/31/01 9/30/00 Net investment income $ 18,701,663 $ 40,872,565 Net realized gain on investments and foreign currency transactions 155,214,800 298,622,293 Change in net unrealized gain (loss) on investments and foreign currency transactions (158,829,857) 407,451,423 -------------- --------------- Net increase in net assets resulting from operations $ 15,086,606 $ 746,946,281 -------------- --------------- DISTRIBUTIONS TO SHAREOWNERS: Net investment income: Class A ($0.04 and $0.20 per share, respectively) $ (8,526,424) $ (45,604,763) Net realized gain: Class A ($1.53 and $0.51 per share, respectively) (305,079,798) (127,730,551) Class B ($1.53 and $0.51 per share, respectively) (1,437,087) (569,430) Class C ($1.53 and $0.51 per share, respectively) (244,662) (103,341) -------------- --------------- Total distributions to shareowners $ (315,287,971) $ (174,008,085) -------------- --------------- FROM FUND SHARE TRANSACTIONS: Net proceeds from sale of shares $ 153,464,548 $ 371,539,921 Reinvestment of distributions 295,157,755 161,834,561 Cost of shares repurchased (346,921,914) (1,619,222,956) -------------- --------------- Net increase (decrease) in net assets resulting from fund share transactions $ 101,700,389 $(1,085,848,474) -------------- --------------- Net decrease in net assets $ (198,500,976) $ (512,910,278) NET ASSETS: Beginning of period 4,638,959,527 5,151,869,805 -------------- --------------- End of period (including accumulated undistributed net investment income of $32,683,577 and $22,508,338, respectively) $4,440,458,551 $ 4,638,959,527 ============== ===============
The accompanying notes are an integral part of these financial statements. 17 Pioneer Value Fund -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS (continued) --------------------------------------------------------------------------------
'01 Shares '01 Amount '00 Shares '00 Amount CLASS A (unaudited) (unaudited) Shares sold 6,561,648 $ 143,051,604 16,716,130 $ 354,684,759 Reinvestment of distributions 14,160,864 293,565,946 7,700,509 161,195,366 Less shares repurchased (15,694,835) (342,606,999) (75,119,900) (1,597,282,961) ----------- -------------- ----------- ----------------- Net increase (decrease) 5,027,677 $ 94,010,551 (50,703,261) $ (1,081,402,836) =========== ============== =========== ================ CLASS B Shares sold 426,041 $ 8,999,693 637,526 $ 13,615,524 Reinvestment of distributions 68,198 1,372,834 26,731 547,988 Less shares repurchased (163,382) (3,491,744) (844,243) (17,737,732) ----------- -------------- ----------- ----------------- Net increase (decrease) 330,857 $ 6,880,783 (179,986) $ (3,574,220) =========== ============== =========== ================ CLASS C Shares sold 66,234 $ 1,413,251 150,973 $ 3,239,638 Reinvestment of distributions 10,852 218,975 4,438 91,207 Less shares repurchased (38,150) (823,171) (197,710) (4,202,263) ----------- -------------- ----------- ----------------- Net increase (decrease) 38,936 $ 809,055 (42,299) $ (871,418) =========== ============== =========== ================
18 The accompanying notes are an integral part of these financial statements. Pioneer Value Fund -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS 3/31/01 --------------------------------------------------------------------------------
Six Months Ended 3/31/01 Year Ended Year Ended Year Ended Year Ended Year Ended (unaudited) 9/30/00 9/30/99 9/30/98 9/30/97 9/30/96 CLASS A Net asset value, beginning of period $ 22.67 $ 20.16 $ 18.32 $ 27.85 $ 20.94 $ 20.66 --------- ---------- ---------- ---------- ---------- ---------- Increase (decrease) from investment operations: Net investment income $ 0.09 $ 0.20 $ 0.21 $ 0.17 $ 0.16 $ 0.23 Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.04) 3.02 1.97 (6.20) 8.83 2.10 --------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) from investment operations $ 0.05 $ 3.22 $ 2.18 $ (6.03) $ 8.99 $ 2.33 Distributions to shareowners: Net investment income (0.04) (0.20) (0.19) (0.16) (0.15) (0.32) Net realized gain (1.53) (0.51) (0.15) (3.34) (1.93) (1.73) --------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) in net asset value $ (1.52) $ 2.51 $ 1.84 $ (9.53) $ 6.91 $ 0.28 --------- ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 21.15 $ 22.67 $ 20.16 $ 18.32 $ 27.85 $ 20.94 ========= ========== ========== ========== ========== ========== Total return* 0.35% 16.29% 11.86% (23.97)% 45.95% 12.18% Ratio of net expenses to average net assets+ 0.93%** 0.96% 0.96% 0.90% 0.96% 0.92% Ratio of net investment income to average net assets+ 0.83%** 0.81% 0.93% 0.74% 0.68% 1.13% Portfolio turnover rate 4%** 3% 12% 50% 47% 66% Net assets, end of period (in thousands) $4,410,406 $4,614,739 $5,125,858 $5,496,480 $7,534,010 $5,431,797 Ratios assuming reduction for fees paid indirectly: Net expenses 0.95%** 0.94% 0.95% 0.90% 0.95% 0.90% Net investment income 0.81%** 0.83% 0.94% 0.74% 0.69% 1.15%
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios assuming no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 19 Pioneer Value Fund -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS 3/31/01 --------------------------------------------------------------------------------
Six Months Ended 3/31/01(a) Year Ended Year Ended Year Ended Year Ended 7/1/96 to (unaudited) 9/30/00 9/30/99 9/30/98(a) 9/30/97(a) 9/30/96 CLASS B Net asset value, beginning of period $ 22.11 $ 19.74 $ 17.98 $ 27.52 $ 20.89 $20.55 ------- ------- ------- ------- ------- ------ Increase (decrease) from investment operations: Net investment loss $ (0.02) $ (0.14) $ (0.04) $ (0.07) $ (0.07) $(0.01) Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.05) 3.02 1.95 (6.11) 8.76 0.35 ------- ------- ------- ------- ------- ------ Net increase (decrease) from investment operations $ (0.07) $ 2.88 $ 1.91 $ (6.18) $ 8.69 $ 0.34 Distributions to shareowners: Net investment income -- -- -- (0.02) (0.13) -- Net realized gain (1.53) (0.51) (0.15) (3.34) (1.93) -- ------- ------- ------- ------- ------- ------ Net increase (decrease) in net asset value $ (1.60) $ 2.37 $ 1.76 $ (9.54) $ 6.63 $ 0.34 ------- ------- ------- ------- ------- ------ Net asset value, end of period $ 20.51 $ 22.11 $ 19.74 $ 17.98 $ 27.52 $20.89 ======= ======= ======= ======= ======= ====== Total return* (0.21)% 14.81% 10.62% (24.76)% 44.58% 1.65% Ratio of net expenses to average net assets+ 1.91%** 2.23% 2.06% 1.96% 1.94% 2.03% Ratio of net investment loss to average net assets+ (0.16)%** (0.48)% (0.18)% (0.31)% (0.32)% (0.25)% Portfolio turnover rate 4%** 3% 12% 50% 47% 66% Net assets, end of period (in thousands) $25,926 $20,632 $21,972 $21,084 $15,311 $ 864 Ratios assuming reduction for fees paid indirectly: Net expenses 1.93%** 2.21% 2.04% 1.96% 1.90% 2.02% Net investment loss (0.18)%** (0.46)% (0.16)% (0.31)% (0.28)% (0.24)%
(a) The per share data presented above is based upon the average shares outstanding for the period presented. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios assuming no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 20 Pioneer Value Fund -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS 3/31/01 --------------------------------------------------------------------------------
Six Months Ended 3/31/01(a) Year Ended Year Ended Year Ended Year Ended 7/1/96 to (unaudited) 9/30/00 9/30/99 9/30/98(a) 9/30/97(a) 9/30/96 CLASS C Net asset value, beginning of period $22.16 $19.78 $18.02 $ 27.55 $ 20.88 $20.55 ------ ------ ------ ------- ------- ------ Increase (decrease) from investment operations: Net investment loss $(0.02) $(0.15) $(0.04) $ (0.06) $ (0.08) $(0.01) Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.07) 3.04 1.95 (6.07) 8.77 0.34 ------ ------ ------ ------- ------- ------ Net increase (decrease) from investment operations $(0.09) $ 2.89 $ 1.91 $ (6.13) $ 8.69 $ 0.33 Distributions to shareowners: Net investment income -- -- -- (0.06) (0.09) -- Net realized gain (1.53) (0.51) (0.15) (3.34) (1.93) -- ------ ------ ------ ------- ------- ------ Net increase (decrease) in net asset value $(1.62) $ 2.38 $ 1.76 $ (9.53) $ 6.67 $ 0.33 ------ ------ ------ ------- ------- ------ Net asset value, end of period $20.54 $22.16 $19.78 $ 18.02 $ 27.55 $20.88 ====== ====== ====== ======= ======= ====== Total return* (0.31)% 14.83% 10.60% (24.56)% 44.51% 1.61% Ratio of net expenses to average net assets+ 1.96%** 2.19% 2.08% 1.93% 1.99% 2.02% Ratio of net investment loss to average net assets+ (0.21)%** (0.43)% (0.22)% (0.28)% (0.39)% (0.15)% Portfolio turnover rate 4%** 3% 12% 50% 47% 66% Net assets, end of period (in thousands) $4,126 $3,588 $4,039 $ 3,377 $ 2,267 $ 214 Ratios assuming reduction for fees paid indirectly: Net expenses 2.01%** 2.16% 2.06% 1.93% 1.95% 2.01% Net investment loss (0.26)%** (0.40)% (0.20)% (0.28)% (0.35)% (0.14)%
(a) The per share data presented above is based upon the average shares outstanding for the period presented. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios assuming no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 21 Pioneer Value Fund -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 3/31/01 (unaudited) -------------------------------------------------------------------------------- 1. Organization and Significant Accounting Policies Pioneer Value Fund (the Fund), formerly Pioneer II Fund, is a Delaware business trust registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The investment objectives of the Fund are reasonable income and growth of capital. The Fund offers three classes of shares - Class A, Class B and Class C shares. Shares of Class A, Class B and Class C each represent an interest in the same portfolio of investments of the Fund and have equal rights to voting, redemptions, dividends and liquidation, except that each class of shares can bear different transfer agent and distribution fees and have exclusive voting rights with respect to the distribution plans that have been adopted by Class A, Class B and Class C shareowners, respectively. The Fund's financial statements have been prepared in conformity with accounting principles generally accepted in the United States that require the management of the Fund to, among other things, make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Fund, which are in conformity with those generally accepted in the investment company industry: A. Security Valuation Security transactions are recorded as of trade date. The net asset value is computed once daily, on each day the New York Stock Exchange is open, as of the close of regular trading on the Exchange. In computing the net asset value, securities are valued at the last sale price on the principal exchange where they are traded. Securities that have not traded on the date of valuation, or securities for which sale prices are not generally reported, are valued at the mean between the last bid and asked prices. Securities for which market quotations are not readily available are valued at their fair values as determined by, or under the direction of, the Board of Trustees. Trading in foreign securities is substantially completed each day at various times prior to the close of the New York Stock Exchange. The values of such securities used in computing the net asset value of the Fund's shares are determined as of such times. 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 is informed of the ex-dividend data in the exercise of 22 Pioneer Value Fund -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- reasonable diligence. Interest income, including interest on income bearing cash accounts, is recorded on the accrual basis, net of unrecoverable foreign taxes withheld at the applicable country rates. Temporary cash investments are valued at amortized cost. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. B. Foreign Currency Translation The books and records of the Fund are maintained in U.S. dollars. Amounts denominated in foreign currencies are translated into U.S. dollars using current exchange rates. Net realized gains and losses on foreign currency transactions represent, among other things, the net realized gains and losses on foreign currency contracts, disposition of foreign currencies and the difference between the amount of income accrued and the U.S. dollar actually received. Further, the effects of changes in foreign currency exchange rates on investments are not segregated in the statement of operations from the effects of changes in market price of those securities but are included with the net realized and unrealized gain or loss on investments. C. Federal Income Taxes It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and net realized capital gains, if any, to its shareowners. Therefore, no federal income tax provision is required. The characterization of distributions to shareowners for financial reporting purposes is determined in accordance with federal income tax rules. Therefore, the source of the Fund's distributions may be shown in the accompanying financial statements as either from or in excess of net investment income or net realized gain on investment transactions, or from paid-in capital, depending on the type of book/tax differences that may exist. D. Forward Foreign Currency Contracts The Fund enters into forward foreign currency contracts (contracts) for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross-hedge against either specific investment transactions (settlement hedges) or portfolio positions (portfolio hedges). All contracts are marked to market daily at the applicable exchange rates, and any resulting unrealized gains or losses are 23 Pioneer Value Fund -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 3/31/01 (unaudited) (continued) -------------------------------------------------------------------------------- recorded in the Fund's financial statements. The Fund records realized gains and losses at the time a portfolio hedge is offset by entry into a closing transaction or extinguished by delivery of the currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of the contract and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar. As of March 31, 2001, the Fund had no outstanding settlement or portfolio hedges. E. Fund Shares The Fund records sales and repurchases of its shares as of trade date. Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the fund and a majority owned indirect subsidiary of UniCredito Italiano S.p.A. (UniCredito Italiano) earned $316,706 in underwriting commissions on the sale of fund shares during the six months ended March 31, 2001. F. Class Allocations Distribution fees are calculated based on the average daily net asset value attributable to Class A, Class B and Class C shares of the Fund, respectively. Shareowners of each class share all expenses and fees paid to the transfer agent, Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for their services, which are allocated based on the number of accounts in each class and the ratable allocation of related out-of-pocket expense (see Note 3). 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 the respective percentage of adjusted net assets at the beginning of the day. 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, at the same time, and in the same amount, except that Class A, Class B and Class C shares can bear different transfer agent and distribution fees. 2. Management Agreement Pioneer Investment Management, Inc. (PIM), manages the Fund's portfolio and is a majority owned subsidiary of UniCredito Italiano. PIM receives a basic fee that is calculated at the annual rate of 0.60% of the Fund's average daily net assets. The basic fee is subject to a performance adjustment up to a maximum of -0.10% based on the Fund's investment performance as compared with the Lipper Growth & Income Funds Index. The perfor- 24 Pioneer Value Fund -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- mance comparison is made for a rolling 36-month period. For the six months ended March 31, 2001, the aggregate performance adjustment resulted in a reduction to the basic fee of $2,288,438. For the six months ended March 31, 2001, the net management fee was equivalent to 0.50% of average 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. At March 31, 2001, $1,972,116 was payable to PIM related to management fees, administration fees and certain other services. 3. Transfer Agent PIMSS, a majority owned indirect subsidiary of UniCredito Italiano, provides substantially all transfer agent and shareowner services to the Fund at negotiated rates. Included in due to affiliates is $683,782 in transfer agent fees payable to PIMSS at March 31, 2001. 4. Distribution Plans The Fund adopted a Plan of Distribution for each class of shares (Class A Plan, Class B Plan and Class C Plan) in accordance with Rule 12b-1 of the Investment Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service fee of up to 0.25% of the Fund's average daily net assets in reimbursement of its actual expenditures to finance activities primarily intended to result in the sale of Class A shares. On qualifying investments made prior to August 19, 1991, the Class A Plan provides for reimbursement of such expenditures in an amount not to exceed 0.15%. Pursuant to the Class B Plan and the Class C Plan, the Fund pays PFD 1.00% of the average daily net assets attributable to each class of shares. The fee consists of a 0.25% service fee and a 0.75% distribution fee paid as compensation for personal services and/or account maintenance services or distribution services with regard to Class B and Class C shares. Included in due to affiliates is $612,789 in distribution fees payable to PFD at March 31, 2001. In addition, redemptions of each class of 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 one year of purchase. Class B shares that are redeemed within six years of purchase are subject to a CDSC at declining rates beginning at 4.0%, based on the lower of cost or market value of shares being redeemed. Redemptions of Class C shares within one year of purchase are 25 Pioneer Value Fund -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 3/31/01 (unaudited) (continued) -------------------------------------------------------------------------------- subject to a CDSC of 1.00%. Proceeds from the CDSCs are paid to PFD. For the six months ended March 31, 2001, CDSCs in the amount of $36,716 were paid to PFD. 5. Line of Credit The Fund, along with certain others in the Pioneer Family of Mutual Funds (the Funds), collectively participate in a $50 million committed, unsecured revolving line of credit facility. Borrowings are used solely for temporary or emergency purposes. The Fund may borrow up to the lesser of $50 million or the limits set by its prospectus for borrowings. Interest on collective borrowings of up to $25 million is payable at the Federal Funds Rate plus 3/8% on an annualized basis, or at the Federal Funds Rate plus 1/2% if the borrowing exceeds $25 million at any one time. The Funds pay an annual commitment fee for this facility. The commitment fee is allocated among such Funds based on their respective borrowing limits. For the six months ended March 31, 2001, the Fund had no borrowings under this agreement. 6. Expense Offsets The Fund has entered into certain directed brokerage and expense offset arrangements resulting in a reduction in the Fund's total expenses. For the period ended March 31, 2001, the fund's expenses were reduced by $471,948 under such arrangements. 7. Affiliated Companies The Fund's investments in certain companies exceed 5% of the outstanding voting stock. Such companies are deemed affiliates of the Fund for financial reporting purposes. The following summarizes transactions with affiliates of the Fund as of March 31, 2001:
------------------------------------------------------------------------------------------- Affiliates Purchases Sales Income Value ------------------------------------------------------------------------------------------- A.M. Castle & Co. $ - $ 865,898 $ 287,089 $ 6,393,014 Amcast Industrial Corp. - - 150,892 4,984,825 Briggs & Stratton Corp. - - 984,994 60,958,419 Champion Enterprises, Inc. - - - 21,346,750 Clayton Homes, Inc. - - 261,888 98,617,200 Dionex Corp. - - - 60,548,625 Donaldson Co., Inc. - 2,388,562 591,720 104,091,000 Lancaster Colony Corp. - - 764,133 65,316,516 Mississippi Chemical Corp. - - - 6,316,800 Trinity Industries, Inc. - - 1,277,136 69,178,200 ----- ----------- ---------- ------------ $ - $57,414,902 $5,514,581 $726,665,199 ==== =========== ========== ============ -------------------------------------------------------------------------------------------
26 Pioneer Value Fund -------------------------------------------------------------------------------- TRUSTEES, OFFICERS AND SERVICE PROVIDERS -------------------------------------------------------------------------------- Trustees Officers John F. Cogan, Jr., Chairman John F. Cogan, Jr., President Mary K. Bush David D. Tripple, Executive Vice President Richard H. Egdahl, M.D. Vincent Nave, Treasurer Margaret B.W. Graham Joseph P. Barri, Secretary Marguerite A. Piret David D. Tripple Stephen K. West John Winthrop Investment Adviser Pioneer Investment Management, Inc. Custodian Brown Brothers Harriman & Co. Principal Underwriter Pioneer Funds Distributor, Inc. Legal Counsel Hale and Dorr LLP Shareowner Services and Transfer AgentPioneer Investment Management Shareholder Services, Inc. 27 -------------------------------------------------------------------------------- PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS -------------------------------------------------------------------------------- Your investment professional can give you additional information on Pioneer's programs and services. If you want to order literature on any of the following items directly, simply call Pioneer at 1-800-225-6292. FactFone(SM) Our automated account information service, available to you 24 hours a day, seven days a week. FactFone gives you a quick and easy way to check fund share prices, yields, dividends and distributions, as well as information about your own account. Simply call 1-800-225-4321. For specific account information, have your 13-digit account number and four-digit personal identification number at hand. Six-Month Reinstatement Privilege (for Class A and Class B Shares) Enables you to reinvest all or a portion of the money you redeem from your Pioneer account - without paying a sales charge - within six months from your redemption. You have the choice of investing in any Pioneer fund provided the account has the exact same registration and meets the fund's investment minimum requirement. Reinstated accounts may only purchase Class A fund shares. Investomatic Plan An easy and convenient way for you to invest on a regular basis. All you need to do is authorize a set amount of money to be moved out of your bank account into the Pioneer fund of your choice. Investomatic also allows you to change the dollar amount, frequency and investment date right over the phone. By putting aside affordable amounts of money regularly, you can build a long-term investment - without sacrificing your current standard of living. Payroll Investment Program (PIP) Lets you invest in a Pioneer fund directly through your paycheck. All that's involved is for your employer to fill out an authorization form allowing Pioneer to deduct from participating employees' paychecks. You specify the dollar amount you want to invest into the Pioneer fund(s) of your choice. 28 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Automatic Exchange Program A simple way to move money from one Pioneer fund to another over a period of time. Just invest a lump sum in one fund, and select the other Pioneer funds you wish to invest in. You choose the amounts and dates for Pioneer to sell shares of your original fund, and use the proceeds to buy shares of the other funds you have chosen. Over time, your investment will be shifted out of the original fund. (Automatic Exchange is available for originating accounts with a balance of $5,000 or more.) Directed Dividends Lets you invest cash dividends from one Pioneer fund to an account in another Pioneer fund with no sales charge or fee. Simply fill out the applicable information on a Pioneer Account Options Form. (This program is available for dividend payments only; capital gains distributions are not eligible at this time.) Direct Deposit Lets you move money into your bank account using electronic funds transfer (EFT). EFT moves your money faster than you would receive a check, eliminates unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer Direct Deposit Form, giving your instructions. Systematic Withdrawal Plan (SWP) Lets you establish automatic withdrawals from your account at set intervals. You decide the frequency and the day of the month you want. Pioneer will send the proceeds by check to the address you designate, or electronically to your bank account. You can also authorize Pioneer to make the redemptions payable to someone else. (SWPs are available for accounts with a value of $10,000 or more.) 29 -------------------------------------------------------------------------------- How to Contact Pioneer -------------------------------------------------------------------------------- We are pleased to offer a variety of convenient ways for you to contact us for assistance or information. Call us for: Account information, including existing accounts, new accounts, prospectuses, applications and service forms 1-800-225-6292 FactFone(SM) for automated fund yields, prices, account information and transactions 1-800-225-4321 Retirement plans information 1-800-622-0176 Telecommunications Device for the Deaf (TDD) 1-800-225-1997 Write to us: PIMSS, Inc. P.O. Box 9014 Boston, Massachusetts 02205-9014 Our toll-free fax 1-800-225-4240 Our Internet e-mail address ask.pioneer@pioneerinvest.com (for general questions about Pioneer only) Visit our website: www.pioneerfunds.com This report must be preceded or accompanied by a current Fund prospectus. [PIONEER LOGO] PIONEER Investments[RegTM] Pioneer Investment Management, Inc. 1088-00-0501 60 State Street (C) Pioneer Funds Distributor, Inc. Boston, Massachusetts 02109 Underwriter of Pioneer mutual funds www.pioneerfunds.com [RECYCLE] Printed on Recycled Paper