Pioneer Series Trust XII

04/30/2024 | Press release | Distributed by Public on 04/30/2024 09:26

Semi-Annual Report by Investment Company - Form N-CSRS

PIONEER SERIES TRUST XII

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)

Christopher J. Kelley, Amundi 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, 2024

Date of reporting period: September 1, 2023 through February 29, 2024

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
Semiannual Report | February 29, 2024
A: PINDX C: INDCX K: INKDX Y: INYDX
IMPORTANT NOTICE - UPCOMING CHANGES TO PIONEER FUNDS ANNUAL & SEMI-ANNUAL REPORTS
The Securities and Exchange Commission (the "SEC") has adopted rule and form amendments that will result in changes to the design and delivery of annual and semi-annual fund reports ("Reports"). Beginning in July 2024, Reports will be streamlined to highlight key information ("Redesigned Reports"). Certain information currently included in the Reports, including financial statements, will no longer appear in the Reports but will be available online, delivered free of charge to shareholders upon request, and filed with the SEC.
If you previously elected to receive the Fund's Reports electronically, you will continue to receive the Redesigned Reports electronically. Otherwise, you will receive paper copies of the Fund's Redesigned Reports via USPS mail starting in July 2024. If you would like to receive the Fund's Redesigned Reports (and/or other communications) electronically instead of by mail, please contact your financial advisor or, if you are a direct investor, please log into your mutual fund account at amundi.com/usinvestors and select "E-Delivery" under the Profile page. You must be registered for online account access before you can enroll in E-Delivery.
visit us: www.amundi.com/us
Table of Contents
Portfolio Summary 2
Prices and Distributions 3
Performance Update 4
Comparing Ongoing Fund Expenses 8
Schedule of Investments 10
Financial Statements 16
Notes to Financial Statements 24
Approval of Renewal of Investment Management Agreement 35
Trustees, Officers and Service Providers 40
Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/241
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Portfolio Summary | 2/29/24
Portfolio Diversification
(As a percentage of total investments)*
Sector Distribution
(As a percentage of total investments)*
10 Largest Holdings
(As a percentage of total investments)*
1. Amazon.com, Inc. 8.10%
2. Microchip Technology, Inc. 3.96
3. Colgate-Palmolive Co. 3.52
4. Meta Platforms, Inc., Class A 3.17
5. Eli Lilly & Co. 2.71
6. Coca-Cola Co. 2.48
7. Keysight Technologies, Inc. 2.44
8. Fiserv, Inc. 2.36
9. AbbVie, Inc. 2.22
10. Home Depot, Inc. 2.18
* Excludes short-term 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.
2Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/24
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Prices and Distributions | 2/29/24
Net Asset Value per Share
Class 2/29/24 8/31/23
A $17.50 $15.42
C $11.93 $10.54
K* $18.55 $16.35
Y $18.55 $16.35
Distributions per Share: 9/1/23 - 2/29/24
Class Net
Investment
Income
Short-Term
Capital Gains
Long-Term
Capital Gains
A $0.0275 $- $-
C $ - $- $-
K $0.0551 $- $-
Y $0.0461 $- $-
* Class K commenced operations on May 31, 2023.
Index Definitions
The Russell 1000 Growth Index is an unmanaged measure of the performance of large-cap U.S. growth stocks. Indices are unmanaged and their returns assume reinvestment of dividends and do not reflect any fees or expenses. 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 4 - 7.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/243
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Performance Update | 2/29/24 Class A Shares
Investment Returns
The mountain chart on the right shows the change in value of a $10,000 investment made in Class A shares of Pioneer Disciplined 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 29, 2024)
Period Net
Asset
Value
(NAV)
Public
Offering
Price
(POP)
Russell
1000
Growth
Index
10 Years 13.40% 12.73% 15.66%
5 Years 16.85 15.47 18.77
1 Year 29.95 22.50 45.93
Expense Ratio
(Per prospectus dated December 28, 2023)
Gross
1.01%
Value of $10,000 Investment
Call 1-800-225-6292 or visit www.amundi.com/us 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 shareholder would pay on Fund distributions or the redemption of Fund shares.
Please refer to the financial highlights for a more current expense ratio.
4Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/24
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Performance Update | 2/29/24 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 29, 2024)
Period If
Held
If
Redeemed
Russell
1000
Growth
Index
10 Years 12.48% 12.48% 15.66%
5 Years 15.92 15.92 18.77
1 Year 28.97 27.97 45.93
Expense Ratio
(Per prospectus dated December 28, 2023)
Gross
1.83%
Value of $10,000 Investment
Call 1-800-225-6292 or visit www.amundi.com/us 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 reflect deduction of the CDSC for the one-year period, assuming a complete redemption of shares at the last price calculated on the last business day of the period, and no CDSC for the five- and 10-year periods. 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 shareholder would pay on Fund distributions or the redemption of Fund shares.
Please refer to the financial highlights for a more current expense ratio.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/245
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Performance Update | 2/29/24 Class K Shares
Investment Returns
The mountain chart on the right shows the change in value of a $5 million investment made in Class K 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 29, 2024)
Period Net
Asset
Value
(NAV)
Russell
1000
Growth
Index
10 Years 13.42% 15.66%
5 Years 16.89 18.77
1 Year 30.20 45.93
Expense Ratio
(Per prospectus dated December 28, 2023)
Gross
0.72%
Value of $5 Million Investment
Call 1-800-225-6292 or visit www.amundi.com/us 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 performance shown for Class K shares for the period prior to the commencement of operations of Class K shares on May 31, 2023, is the net asset value performance of the Fund's Class A shares, which has not been restated to reflect any differences in expenses, including Rule 12b-1 fees applicable to Class A shares. Since fees for Class A shares generally are higher than those of Class K shares, the performance of Class K shares prior to their inception on May 31, 2023, would have been higher than the performance shown. For the period beginning May 31, 2023, the actual performance of Class K shares is reflected. Class K 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 shareholder would pay on Fund distributions or the redemption of Fund shares.
Please refer to the financial highlights for a more current expense ratio.
6Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/24
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Performance Update | 2/29/24 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 29, 2024)
Period Net
Asset
Value
(NAV)
Russell
1000
Growth
Index
10 Years 13.66% 15.66%
5 Years 17.08 18.77
1 Year 30.16 45.93
Expense Ratio
(Per prospectus dated December 28, 2023)
Gross
0.83%
Value of $5 Million Investment
Call 1-800-225-6292 or visit www.amundi.com/us 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 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 shareholder would pay on Fund distributions or the redemption of Fund shares.
Please refer to the financial highlights for a more current expense ratio.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/247
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Comparing Ongoing Fund Expenses
As a shareholder 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 ÷ $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, 2023 through February 29, 2024.
Share Class A C K Y
Beginning Account
Value on 9/1/23
$1,000.00 $1,000.00 $1,000.00 $1,000.00
Ending Account Value
(after expenses) on 2/29/24
$1,136.80 $1,131.90 $1,138.20 $1,137.60
Expenses Paid
During Period*
$5.21 $9.54 $4.41 $4.41
* Expenses are equal to the Fund's annualized expense ratio of 0.98%, 1.80%, 0.83%, and 0.83% for Class A, Class C, Class K, and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).
8Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/24
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Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) that are charged at the time of the transaction. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Disciplined Growth Fund
Based on a hypothetical 5% return per year before expenses, reflecting the period from September 1, 2023 through February 29, 2024.
Share Class A C K Y
Beginning Account
Value on 9/1/23
$1,000.00 $1,000.00 $1,000.00 $1,000.00
Ending Account Value
(after expenses) on 2/29/24
$1,019.99 $1,015.91 $1,020.74 $1,020.74
Expenses Paid
During Period*
$4.92 $9.02 $4.17 $4.17
* Expenses are equal to the Fund's annualized expense ratio of 0.98%, 1.80%, 0.83%, and 0.83% for Class A, Class C, Class K, and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).
Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/249
Table of Contents
Schedule of Investments | 2/29/24
(unaudited)
Shares Value
UNAFFILIATED ISSUERS - 100.0%
Common Stocks - 97.4% of Net Assets
Beverages - 2.5%
853,032 Coca-Cola Co. $   51,198,981
Total Beverages $51,198,981
Biotechnology - 5.0%
259,837 AbbVie, Inc. $   45,744,304
65,448(a) Alnylam Pharmaceuticals, Inc.      9,888,538
51,141(a) BioMarin Pharmaceutical, Inc.      4,412,445
123,156(a) Ionis Pharmaceuticals, Inc.      5,567,883
97,861(a) Natera, Inc.      8,463,998
157,909(a) Replimune Group, Inc.      1,354,859
67,605(a) Vertex Pharmaceuticals, Inc.    28,444,128
Total Biotechnology $103,876,155
Broadline Retail - 8.0%
944,621(a) Amazon.com, Inc. $  166,971,208
Total Broadline Retail $166,971,208
Capital Markets - 2.1%
320,255 Charles Schwab Corp. $   21,386,629
168,738 Intercontinental Exchange, Inc.    23,356,714
Total Capital Markets $44,743,343
Chemicals - 3.2%
172,593 Air Products and Chemicals, Inc. $   40,393,666
82,242 Sherwin-Williams Co.    27,306,811
Total Chemicals $67,700,477
Communications Equipment - 1.2%
77,973 Motorola Solutions, Inc. $   25,761,499
Total Communications Equipment $25,761,499
Construction Materials - 1.4%
353,357 CRH Plc $   29,791,529
Total Construction Materials $29,791,529
Consumer Finance - 1.4%
135,145 American Express Co. $   29,653,516
Total Consumer Finance $29,653,516
Consumer Staples Distribution & Retail - 1.8%
50,093 Costco Wholesale Corp. $   37,263,682
Total Consumer Staples Distribution & Retail $37,263,682
The accompanying notes are an integral part of these financial statements.
10Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/24
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Shares Value
Distributors - 1.1%
56,259 Pool Corp. $   22,397,833
Total Distributors $22,397,833
Electrical Equipment - 0.7%
50,738 Eaton Corp. Plc $   14,663,282
Total Electrical Equipment $14,663,282
Electronic Equipment, Instruments & Components
- 3.7%
121,631 Amphenol Corp., Class A $   13,286,970
52,917 CDW Corp.     13,028,695
325,874(a) Keysight Technologies, Inc.    50,282,358
Total Electronic Equipment, Instruments & Components $76,598,023
Energy Equipment & Services - 2.1%
889,575 Schlumberger, NV $   42,993,160
Total Energy Equipment & Services $42,993,160
Entertainment - 2.8%
222,577(a) Live Nation Entertainment, Inc. $   21,585,517
335,598 Walt Disney Co.    37,446,025
Total Entertainment $59,031,542
Financial Services - 3.3%
326,385(a) Fiserv, Inc. $   48,719,489
120,761 Jack Henry & Associates, Inc.    20,984,639
Total Financial Services $69,704,128
Food Products - 0.3%
60,708(a) Freshpet, Inc. $    6,861,825
Total Food Products $6,861,825
Health Care Equipment & Supplies - 2.1%
190,951 Abbott Laboratories $   22,654,427
55,449(a) Intuitive Surgical, Inc.    21,381,134
Total Health Care Equipment & Supplies $44,035,561
Health Care Providers & Services - 1.6%
68,186 UnitedHealth Group, Inc. $   33,656,610
Total Health Care Providers & Services $33,656,610
Hotels, Restaurants & Leisure - 0.4%
165,851 Las Vegas Sands Corp. $    9,042,197
Total Hotels, Restaurants & Leisure $9,042,197
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/2411
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Schedule of Investments | 2/29/24
(unaudited) (continued)
Shares Value
Household Products - 3.5%
838,870 Colgate-Palmolive Co. $   72,579,032
Total Household Products $72,579,032
Interactive Media & Services - 7.0%
304,316(a) Alphabet, Inc., Class A $   42,135,593
1,142,145(a) Bumble, Inc., Class A     13,077,560
133,193 Meta Platforms, Inc., Class A     65,281,885
724,314(a) Pinterest, Inc., Class A    26,582,324
Total Interactive Media & Services $147,077,362
IT Services - 1.8%
78,926 Accenture Plc, Class A $   29,579,886
17,837(a) MongoDB, Inc.     7,983,485
Total IT Services $37,563,371
Leisure Products - 0.5%
256,188(a) YETI Holdings, Inc. $   10,513,956
Total Leisure Products $10,513,956
Life Sciences Tools & Services - 1.7%
83,138 Danaher Corp. $   21,045,553
79,395(a) Repligen Corp.    15,401,836
Total Life Sciences Tools & Services $36,447,389
Machinery - 2.3%
74,747 Deere & Co. $   27,286,392
90,699 IDEX Corp.    21,395,894
Total Machinery $48,682,286
Oil, Gas & Consumable Fuels - 1.6%
220,022 Cheniere Energy, Inc. $   34,147,414
Total Oil, Gas & Consumable Fuels $34,147,414
Pharmaceuticals - 3.1%
188,571(a) Arvinas, Inc. $    8,670,495
74,096 Eli Lilly & Co.    55,844,673
Total Pharmaceuticals $64,515,168
Semiconductors & Semiconductor Equipment -
10.1%
202,475(a) Advanced Micro Devices, Inc. $   38,982,512
668,385(a) Allegro MicroSystems, Inc.     21,047,444
21,398 Lam Research Corp.     20,076,674
304,903(a) Lattice Semiconductor Corp.     23,358,619
The accompanying notes are an integral part of these financial statements.
12Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/24
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Shares Value
Semiconductors & Semiconductor Equipment -
(continued)
969,382 Microchip Technology, Inc. $    81,563,801
153,159 Texas Instruments, Inc.    25,628,095
Total Semiconductors & Semiconductor Equipment $210,657,145
Software - 10.2%
56,897(a) Adobe, Inc. $    31,878,251
35,267(a) ANSYS, Inc.     11,785,173
136,202(a) Autodesk, Inc.     35,163,270
22,114(a) HubSpot, Inc.     13,684,364
37,658 Intuit, Inc.     24,963,112
326,538 Oracle Corp.     36,467,764
80,774(a) Palo Alto Networks, Inc.     25,084,366
29,723(a) ServiceNow, Inc.     22,926,539
150,649(a) Zoom Video Communications, Inc., Class A    10,655,404
Total Software $212,608,243
Specialized REITs - 3.6%
218,724 American Tower Corp. $    43,495,455
198,259 Crown Castle, Inc.     21,796,594
75,101 Digital Realty Trust, Inc.    11,025,578
Total Specialized REITs $76,317,627
Specialty Retail - 4.0%
117,841 Home Depot, Inc. $    44,851,463
96,986 Ross Stores, Inc.     14,447,034
46,244(a) Ulta Beauty, Inc.    25,367,609
Total Specialty Retail $84,666,106
Technology Hardware, Storage & Peripherals -
2.1%
839,811(a) Pure Storage, Inc., Class A $    44,216,049
Total Technology Hardware, Storage & Peripherals $44,216,049
Textiles, Apparel & Luxury Goods - 1.2%
54,085(a) Lululemon Athletica, Inc. $    25,262,563
Total Textiles, Apparel & Luxury Goods $25,262,563
Total Common Stocks
(Cost $1,646,792,868)
$2,041,198,262
The accompanying notes are an integral part of these financial statements.
Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/2413
Table of Contents
Schedule of Investments | 2/29/24
(unaudited) (continued)
Principal
Amount
USD ($)
Value
U.S. Government and Agency
Obligations - 1.0% of Net Assets
20,000,000(b) U.S. Treasury Bills, 3/19/24 $   19,946,950
Total U.S. Government and Agency Obligations
(Cost $19,947,230)
$19,946,950
Shares
SHORT TERM INVESTMENTS - 1.6% of Net
Assets
Open-End Fund - 1.6%
33,030,922(c) Dreyfus Government Cash Management,
Institutional Shares, 5.21%
$    33,030,922
   $ 33,030,922
TOTAL SHORT TERM INVESTMENTS
(Cost $33,030,922)
$33,030,922
TOTAL INVESTMENTS IN UNAFFILIATED ISSUERS - 100.0%
(Cost $1,699,771,020)
$2,094,176,134
OTHER ASSETS AND LIABILITIES - 0.0%†       $ 674,568
net assets - 100.0% $ 2,094,850,702
REIT Real Estate Investment Trust.
(a) Non-income producing security.
(b) Security issued with a zero coupon. Income is recognized through accretion of discount.
(c) Rate periodically changes. Rate disclosed is the 7-day yield at February 29, 2024.
Amount rounds to less than 0.1%.
Purchases and sales of securities (excluding short-term investments) for the six months ended February 29, 2024, aggregated $878,494,611 and $868,245,372, respectively.
The accompanying notes are an integral part of these financial statements.
14Pioneer Disciplined Growth Fund | Semiannual Report | 2/29/24
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At February 29, 2024, the net unrealized appreciation on investments based on cost for federal tax purposes of $1,705,907,798 was as follows:
Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost $418,910,383
Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value (30,642,047)
Net unrealized appreciation $388,268,336
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 - unadjusted 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 Adviser's own assumptions in determining fair value of investments). See Notes to Financial Statements - Note 1A.
The following is a summary of the inputs used as of February 29, 2024 in valuing the Fund's investments:
Level 1 Level 2 Level 3 Total
Common Stocks $2,041,198,262 $ - $- $2,041,198,262
U.S. Government and Agency Obligations - 19,946,950 - 19,946,950
Open-End Fund 33,030,922 - - 33,030,922
Total Investments in Securities $ 2,074,229,184 $ 19,946,950 $ - $ 2,094,176,134
During the period ended February 29, 2024, there were no transfers in or out of Level 3.
The accompanying notes are an integral part of these financial statements.
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Statement of Assets and Liabilities | 2/29/24
(unaudited)
ASSETS:
Investments in unaffiliated issuers, at value (cost $1,699,771,020) $2,094,176,134
Receivables -
Fund shares sold 659,816
Dividends 979,660
Interest 101,896
Other assets 81,012
Total assets $ 2,095,998,518
LIABILITIES:
Payables -
Fund shares repurchased $ 628,308
Trustees' fees 19,593
Professional fees 103,588
Transfer agent fees 142,200
Shareholder fees 43,673
Management fees 105,906
Administrative expenses 44,251
Distribution fees 39,132
Accrued expenses 21,165
Total liabilities $ 1,147,816
NET ASSETS:
Paid-in capital $1,710,345,922
Distributable earnings 384,504,780
Net assets $ 2,094,850,702
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Class A (based on $1,882,618,048/107,553,958 shares) $ 17.50
Class C (based on $12,405,114/1,039,660 shares) $ 11.93
Class K (based on $12,413/669 shares) $ 18.55
Class Y (based on $199,815,127/10,771,021 shares) $ 18.55
MAXIMUM OFFERING PRICE PER SHARE:
Class A (based on $17.50 net asset value per share/100%-5.75% maximum sales charge) $ 18.57
The accompanying notes are an integral part of these financial statements.
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Statement of Operations (unaudited)
FOR THE SIX MONTHS ENDED 2/29/24
INVESTMENT INCOME:
Dividends from unaffiliated issuers (net of foreign taxes withheld $1,689) $13,170,372
Interest from unaffiliated issuers 1,130,605
Total Investment Income $ 14,300,977
EXPENSES:
Management fees $ 5,887,767
Administrative expenses 341,122
Transfer agent fees
Class A 222,560
Class C 4,015
Class K 4
Class Y 106,236
Distribution fees
Class A 2,122,969
Class C 53,916
Shareholder communications expense 40,503
Custodian fees 9,150
Registration fees 47,925
Professional fees 60,636
Printing expense 22,794
Officers' and Trustees' fees 64,601
Insurance expense 14,540
Miscellaneous 154,307
Total expenses $ 9,153,045
Net investment income $ 5,147,932
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments in unaffiliated issuers $ 13,215,546
Change in net unrealized appreciation (depreciation) on:
Investments in unaffiliated issuers $235,659,350
Net realized and unrealized gain (loss) on investments $248,874,896
Net increase in net assets resulting from operations $ 254,022,828
The accompanying notes are an integral part of these financial statements.
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Statements of Changes in Net Assets
Six Months
Ended
2/29/24
(unaudited)
Year
Ended
8/31/23
FROM OPERATIONS:
Net investment income (loss) $ 5,147,932 $ 6,245,966
Net realized gain (loss) on investments 13,215,546 (2,920,091)
Change in net unrealized appreciation (depreciation) on investments 235,659,350 286,857,691
Net increase in net assets resulting from operations $ 254,022,828 $ 290,183,566
DISTRIBUTIONS TO SHAREHOLDERS:
Class A ($0.03 and $0.92 per share, respectively) $ (2,988,067) $ (99,544,591)
Class C ($- and $0.89 per share, respectively) - (794,407)
Class K ($0.06 and $- per share, respectively) (37) -*
Class Y ($0.05 and $0.95 per share, respectively) (503,092) (4,845,749)
Total distributions to shareholders $ (3,491,196) $ (105,184,747)
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sales of shares $ 73,191,714 $ 121,023,105
Reinvestment of distributions 3,455,058 104,024,986
Cost of shares repurchased (100,832,448) (148,308,136)
Net increase (decrease) in net assets resulting from Fund share transactions $ (24,185,676) $ 76,739,955
Net increase in net assets $ 226,345,956 $ 261,738,774
NET ASSETS:
Beginning of period $1,868,504,746 $1,606,765,972
End of period $ 2,094,850,702 $1,868,504,746
* No distributions made to Class K since inception.
The accompanying notes are an integral part of these financial statements.
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Six Months
Ended
2/29/24
Shares
(unaudited)
Six Months
Ended
2/29/24
Amount
(unaudited)
Year
Ended
8/31/23
Shares
Year
Ended
8/31/23
Amount
Class A
Shares sold 1,110,614 $ 17,463,674 2,474,062 $ 34,130,154
Reinvestment of distributions 182,103 2,960,989 7,580,630 98,585,697
Less shares repurchased (4,342,900) (68,169,330) (8,998,126) (125,157,891)
Net increase
(decrease)
(3,050,183) $(47,744,667) 1,056,566 $ 7,557,960
Class C
Shares sold 106,932 $ 1,147,709 343,631 $ 3,219,507
Reinvestment of distributions - - 88,959 794,407
Less shares repurchased (73,868) (779,603) (333,869) (3,148,226)
Net increase 33,064 $ 368,106 98,721 $ 865,688
Class K*
Shares sold - $ - 668 $ 9,980
Reinvestment of distributions 1 31 - -
Less shares repurchased - - - -
Net increase 1 $ 31 668 $ 9,980
Class Y
Shares sold 3,395,248 $ 54,580,331 5,697,163 $ 83,663,464
Reinvestment of distributions 28,673 494,038 336,983 4,644,882
Less shares repurchased (1,939,080) (31,883,515) (1,352,301) (20,002,019)
Net increase 1,484,841 $ 23,190,854 4,681,845 $ 68,306,327
* Class K commenced operations on May 31, 2023.
The accompanying notes are an integral part of these financial statements.
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Financial Highlights
Six Months
Ended
2/29/24
(unaudited)
Year
Ended
8/31/23
Year
Ended
8/31/22
Year
Ended
8/31/21
Year
Ended
8/31/20
Year
Ended
8/31/19
Class A
Net asset value, beginning of period $ 15.42 $ 13.97 $ 21.98 $ 21.71 $ 16.92 $ 19.74
Increase (decrease) from investment operations:
Net investment income (loss) (a) $ 0.04 $ 0.05 $ 0.01 $ (0.01) $ 0.01 $ 0.02
Net realized and unrealized gain (loss) on investments 2.07 2.32 (2.29) 5.35 5.70 0.85
Net increase (decrease) from investment operations $ 2.11 $ 2.37 $ (2.28) $ 5.34 $ 5.71 $ 0.87
Distributions to shareholders:
Net investment income $ (0.03) $ (0.03) $ - $ (0.00)(b) $ (0.03) $ (0.00)(b)
Net realized gain - (0.89) (5.73) (5.07) (0.89) (3.69)
Total distributions $ (0.03) $ (0.92) $ (5.73) $ (5.07) $ (0.92) $ (3.69)
Net increase (decrease) in net asset value $ 2.08 $ 1.45 $ (8.01) $ 0.27 $ 4.79 $ (2.82)
Net asset value, end of period $ 17.50 $ 15.42 $ 13.97 $ 21.98 $ 21.71 $ 16.92
Total return (c) 13.68%(d) 18.18% (14.84)%(e) 30.02% 35.17% 6.84%
Ratio of net expenses to average net assets 0.98%(f) 1.01% 1.00% 1.02% 1.05% 1.07%
Ratio of net investment income (loss) to average net assets 0.54%(f) 0.37% 0.07% (0.04)% 0.03% 0.15%
Portfolio turnover rate 47%(d) 126% 112% 117% 101% 111%
Net assets, end of period (in thousands) $1,882,618 $1,706,046 $1,529,842 $1,937,041 $1,596,477 $1,255,198
(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 settlement of class action lawsuits during the year ended August 31, 2022, the total return would have been (14.90)%.
(f) Annualized.
The accompanying notes are an integral part of these financial statements.
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Six Months
Ended
2/29/24
(unaudited)
Year
Ended
8/31/23
Year
Ended
8/31/22
Year
Ended
8/31/21
Year
Ended
8/31/20
Year
Ended
8/31/19
Class C
Net asset value, beginning of period $ 10.54 $ 9.88 $ 17.28 $ 18.22 $ 14.42 $ 17.51
Increase (decrease) from investment operations:(a)
Net investment income (loss) (b) $ (0.02) $ (0.04) $ (0.09) $ (0.14) $ (0.11) $ (0.09)
Net realized and unrealized gain (loss) on investments 1.41 1.59 (1.58) 4.27 4.80 0.69
Net increase (decrease) from investment operations $ 1.39 $ 1.55 $ (1.67) $ 4.13 $ 4.69 $ 0.60
Distributions to shareholders:
Net realized gain $ - $ (0.89) $ (5.73) $ (5.07) $ (0.89) $ (3.69)
Total distributions $ - $ (0.89) $ (5.73) $ (5.07) $ (0.89) $ (3.69)
Net increase (decrease) in net asset value $ 1.39 $ 0.66 $ (7.40) $ (0.94) $ 3.80 $ (3.09)
Net asset value, end of period $ 11.93 $ 10.54 $ 9.88 $ 17.28 $ 18.22 $ 14.42
Total return (c) 13.19%(d) 17.28% (15.51)%(e) 28.90% 34.12% 6.04%(f)
Ratio of net expenses to average net assets 1.80%(g) 1.83% 1.81% 1.84% 1.83% 1.87%
Ratio of net investment income (loss) to average net assets (0.28)%(g) (0.46)% (0.74)% (0.86)% (0.75)% (0.65)%
Portfolio turnover rate 47%(d) 126% 112% 117% 101% 111%
Net assets, end of period (in thousands) $12,405 $10,609 $ 8,968 $11,533 $13,036 $11,832
(a) 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.
(b) The per-share data presented above is based on the average shares outstanding for the period presented.
(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) The class action lawsuit did not have an impact on the total return.
(f) If the Fund had not recognized gains in settlement of class lawsuits during the year ended August 31, 2019, the total return would have been 5.97%.
(g) Annualized.
The accompanying notes are an integral part of these financial statements.
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Financial Highlights (continued)
Six Months
Ended
2/29/24
(unaudited)
5/31/23* to
8/31/23
Class K
Net asset value, beginning of period $16.35 $14.95
Increase (decrease) from investment operations:
Net investment income (loss) (a) $ 0.06 $ 0.03
Net realized and unrealized gain (loss) on investments 2.20 1.37
Net increase (decrease) from investment operations $ 2.26 $ 1.40
Net investment income (0.06) -
Total distributions $ (0.06) $ -
Net increase (decrease) in net asset value $ 2.20 $ 1.40
Net asset value, end of period $18.55 $16.35
Total return (b) 13.82%(c) 9.37%(c)
Ratio of net expenses to average net assets 0.83%(d) 0.72%(d)
Ratio of net investment income (loss) to average net assets 0.69%(d) 0.72%(d)
Portfolio turnover rate 47%(c) 126%(c)
Net assets, end of period (in thousands) $ 12 $ 11
* Class K commenced operations on May 31, 2023.
(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) Annualized.
The accompanying notes are an integral part of these financial statements.
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Six Months
Ended
2/29/24
(unaudited)
Year
Ended
8/31/23
Year
Ended
8/31/22
Year
Ended
8/31/21
Year
Ended
8/31/20
Year
Ended
8/31/19
Class Y
Net asset value, beginning of period $ 16.35 $ 14.76 $ 22.90 $ 22.38 $ 17.41 $ 20.19
Increase (decrease) from investment operations:
Net investment income (loss) (a) $ 0.06 $ 0.08 $ 0.03 $ 0.03 $ 0.05 $ 0.07
Net realized and unrealized gain (loss) on investments 2.19 2.46 (2.44) 5.56 5.88 0.87
Net increase (decrease) from investment operations $ 2.25 $ 2.54 $ (2.41) $ 5.59 $ 5.93 $ 0.94
Distributions to shareholders:
Net investment income $ (0.05) $ (0.06) $ - $ (0.00)(b) $ (0.07) $ (0.03)
Net realized gain - (0.89) (5.73) (5.07) (0.89) (3.69)
Total distributions $ (0.05) $ (0.95) $ (5.73) $ (5.07) $ (0.96) $ (3.72)
Net increase (decrease) in net asset value $ 2.20 $ 1.59 $ (8.14) $ 0.52 $ 4.97 $ (2.78)
Net asset value, end of period $ 18.55 $ 16.35 $ 14.76 $ 22.90 $ 22.38 $ 17.41
Total return (c) 13.76%(d) 18.45% (14.81)%(e) 30.28% 35.51% 7.09%(f)
Ratio of net expenses to average net assets 0.83%(g) 0.83% 0.84% 0.82% 0.81% 0.83%
Ratio of net investment income (loss) to average net assets 0.69%(g) 0.55% 0.19% 0.15% 0.28% 0.39%
Portfolio turnover rate 47%(d) 126% 112% 117% 101% 111%
Net assets, end of period (in thousands) $199,815 $151,839 $67,956 $26,677 $57,324 $45,416
(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 and the complete redemption of the investment at net asset value at the end of each period.
(d) Not annualized.
(e) The class action lawsuit did not have an impact on the total return.
(f) If the Fund had not recognized gains in settlement of class lawsuits during the year ended August 31, 2019, the total return would have been 7.03%.
(g) Annualized.
The accompanying notes are an integral part of these financial statements.
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Notes to Financial Statements | 2/29/24
(unaudited)
1. Organization and Significant Accounting Policies
Pioneer Disciplined Growth Fund (the "Fund") is one of two portfolios comprising Pioneer Series Trust XII (the "Trust"), a Delaware statutory trust. The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), 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 shares commenced operations on May 31, 2023. Class R shares had not commenced operations as of February 29, 2024. 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 Trust 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 K or Class Y shares.
Amundi Asset Management US, 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 Distributor US, Inc., an affiliate of the Adviser, serves as the Fund's distributor (the "Distributor").
The Fund is required to comply with Rule 18f-4 under the 1940 Act, which governs the use of derivatives by registered investment companies. Rule 18f-4 permits funds to enter into derivatives transactions (as defined in Rule 18f-4) and certain other transactions notwithstanding the restrictions on the issuance of "senior securities" under Section 18 of the 1940 Act. Rule 18f-4 requires a fund to establish and maintain a
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comprehensive derivatives risk management program, appoint a derivatives risk manager and comply with a relative or absolute limit on fund leverage risk calculated based on value-at-risk ("VaR"), unless the fund uses derivatives in only a limited manner (a "limited derivatives user"). The Fund is currently a limited derivatives user for purposes of Rule 18f-4.
The Fund is an investment company and follows investment company accounting and reporting guidance under U.S. Generally Accepted Accounting Principles ("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.
The value of foreign securities is translated into U.S. dollars based on foreign currency exchange rate quotations supplied by a third party pricing source. Trading in non-U.S. equity securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of the Fund's shares are determined as of such times. The Adviser may use a fair value model developed by an independent pricing service to value non-U.S. equity securities. Repurchase agreements are valued at par. Cash may include overnight time deposits at approved financial institutions.
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Shares of open-end registered investment companies (including money market mutual funds) are valued at such funds' net asset value.
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. The Adviser is designated as the valuation designee for the Fund pursuant to Rule 2a-5 under the 1940 Act. The Adviser's fair valuation team is responsible for monitoring developments that may impact fair valued securities.
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 Adviser 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.
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.
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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 shareholders. Therefore, no provision for federal income taxes is required. As of February 29, 2024, 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 shareholders 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.
A portion of the dividend income recorded by the Fund is from distributions by publicly traded real estate investment trusts ("REITs"), and such distributions for tax purposes may also consist of capital gains and return of capital. The actual return of capital and capital gains portions of such distributions will be determined by formal notifications from the REITs subsequent to the calendar year-end. Distributions received from the REITs that are determined to be a return of capital are recorded by the Fund as a reduction of the cost basis of the securities held and those determined to be capital gain are reflected as such on the Statement of Operations.
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, 2023 was as follows:
2023
Distributions paid from:
Ordinary income $ 3,829,787
Long-term capital gains 101,354,960
Total $105,184,747
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The following shows the components of distributable earnings (losses) on a federal income tax basis at August 31, 2023:
2023
Distributable earnings/(losses):
Undistributed ordinary income $ 3,483,834
Capital loss carryforward (22,119,672)
Net unrealized appreciation 152,608,986
Total $133,973,148
The difference between book-basis and tax-basis net unrealized appreciation is attributable to the tax deferral of losses on wash sales.
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date. The Distributor earned $17,566 in underwriting commissions on the sale of Class A shares during the six months ended February 29, 2024.
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 5). Class K and 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 4).
Distributions to shareholders are recorded as of the ex-dividend date. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, except that net investment income dividends to Class A, Class C, Class K 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, recessions, the spread of infectious illness or other public health issues, inflation, changes in interest rates, armed conflict such as between Russia and Ukraine or in the Middle East, sanctions against Russia,
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other nations or individuals or companies and possible countermeasures, 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. Inflation and interest rates have increased and may rise further. These circumstances could adversely affect the value and liquidity of the Fund's investments and negatively impact the Fund's performance.
The long-term impact of the COVID-19 pandemic and its subsequent variants on economies, markets, industries and individual issuers, are not known. Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets, reduced liquidity of many instruments, increased government debt, inflation, and disruptions to supply chains, consumer demand and employee availability, may continue for some time. Following Russia's invasion of Ukraine, Russian securities lost all, or nearly all, their market value. Other securities or markets could be similarly affected by past or future political, geopolitical or other events or conditions.
Governments and central banks, including the U.S. Federal Reserve, have taken extraordinary and unprecedented actions to support local and global economies and the financial markets. These actions have resulted in significant expansion of public debt, including in the U.S. The consequences of high public debt, including its future impact on the economy and securities markets, may not be known for some time.
The U.S. and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs, investment restrictions and adverse impacts on affected companies and securities. For example, the U.S. has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. Trade disputes may adversely affect the economies of the U.S. and its trading partners, as well as companies directly or indirectly affected and financial markets generally. If the political climate between the U.S. and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the Fund's assets may go down.
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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 may invest in small- and mid-size companies. Compared to large companies, small- and mid-size companies, and the market for their equity securities, may be more sensitive to changes in earnings results and investor expectations or poor economic or market conditions, including those experienced during a recession, have more limited product lines, operating histories, markets or capital resources, may be dependent upon a limited management group, experience sharper swings in market values, have limited liquidity, be harder to value or to sell at the times and prices the Adviser thinks appropriate, and offer greater potential for gain and loss.
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.
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, military conflicts and sanctions, terrorism, sustained economic downturns, financial instability, less liquid trading markets, extreme price volatility, currency risks, reduction of government or central bank support, inadequate accounting standards, tariffs, tax disputes or other tax burdens, nationalization or expropriation of assets and the imposition of adverse governmental laws, arbitrary application of laws and regulations or lack of rule of law and investment and repatriation restrictions. Lack of information and less market regulation also may affect the value of these securities. Withholding and other non-U.S. taxes may decrease the Fund's return. Non-U.S. issuers may be located in parts of the world that have historically been prone to natural disasters. Investing in depositary receipts is subject to many of the same risks as investing directly in non-U.S. issuers. Depositary receipts may involve higher expenses and may trade at a discount (or premium) to the underlying security.
Russia launched a large-scale invasion of Ukraine on February 24, 2022. In response to the military action by Russia, various countries, including the U.S., the United Kingdom, and European Union issued broad-ranging economic sanctions against Russia and Belarus and certain companies and individuals. Since then, Russian securities have lost all, or nearly all, their market value, and many other issuers, securities and markets
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have been adversely affected. The United States and other countries may impose sanctions on other countries, companies and individuals in light of Russia's military invasion. The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted. These and any related events could have a significant impact on the value and liquidity of certain Fund investments, on Fund performance and the value of an investment in the Fund, particularly with respect to securities and commodities, such as oil, natural gas and food commodities, as well as other sectors with exposure to Russian issuers or issuers in other countries affected by the invasion, and are likely to have collateral impacts on market sectors globally.
The Fund may invest in REIT securities, the value of which can fall for a variety of reasons, such as declines in rental income, fluctuating interest rates, poor property management, environmental liabilities, uninsured damage, increased competition, or changes in real estate tax laws.
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 the Fund's custodian and accounting agent, and 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 the Adviser 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 the Adviser 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 shareholders to effect share purchases, redemptions or exchanges or receive distributions, loss of or unauthorized access to private shareholder 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
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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.
2. Management Agreement
The Adviser manages the Fund's portfolio. Management fees payable under the Fund's Investment Management Agreement with the Adviser are calculated daily and paid monthly 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 29, 2024, the effective management fee was equal to 0.63% (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. Reflected on the Statement of Assets and Liabilities is $105,906 in management fees payable to the Adviser at February 29, 2024.
3. Compensation of Officers and Trustees
The Fund pays an annual fee to its Trustees. The Adviser reimburses the Fund for fees paid to the Interested Trustees. Except for the chief compliance officer, the Fund does not pay any salary or other compensation to its officers. The Fund pays a portion of the chief compliance officer's compensation for his services as the Fund's chief compliance officer. Amundi US pays the remaining portion of the chief compliance officer's compensation. For the six months ended February 29, 2024, the Fund paid $64,601 in Officers' and Trustees' compensation, which is reflected on the Statement of Operations as Officers' and Trustees' fees. At February 29, 2024, on its Statement of Assets and Liabilities, the Fund had a payable for Trustees' fees of $19,593 and a payable for administrative expenses of $44,251, which includes the payable for Officers' compensation.
4. Transfer Agent
BNY Mellon Investment Servicing (US) 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.
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In addition, the Fund reimbursed the transfer agent for out-of-pocket expenses incurred by the transfer agent related to shareholder communications activities such as proxy and statement mailings, and outgoing phone calls. For the six months ended February 29, 2024, such out-of-pocket expenses by class of shares were as follows:
Shareholder Communications:
Class A $34,936
Class C 1,260
Class K 4
Class Y 4,303
Total $ 40,503
5. Distribution Plan
The Fund has adopted a distribution plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act 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. Reflected on the Statement of Assets and Liabilities is $39,132 in distribution fees payable to the Distributor at February 29, 2024.
In addition, Class A and Class C 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 K or Class Y shares. Proceeds from the CDSCs are paid to the Distributor. For the six months ended February 29, 2024, CDSCs in the amount of $257 were paid to the Distributor.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds, participates in a committed, unsecured revolving line of credit ("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 credit facility or the limits set for borrowing by the Fund's prospectus and
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the 1940 Act. Until January 31, 2024, the Fund participated in a credit facility in the amount of $380 million. Under such credit facility, depending on the type of loan, interest on borrowings was payable at the Secured Overnight Financing Rate ("SOFR") plus a credit spread. The Fund also paid both an upfront fee and an annual commitment fee to participate in the credit facility. The upfront fee in the amount of 0.15% of the total credit facility and the commitment fee in the amount of 0.30% of the daily unused portion of each lender's commitment were allocated among participating funds based on an allocation schedule set forth in the credit facility. Effective January 31, 2024, the Fund participates in a credit facility in the amount of $250 million, the upfront fee with respect to the credit facility is 0.05% of the total credit facility, and the commitment fee with respect to the credit facility is 0.20% of the daily unused portion of each lender's commitment. For the six months ended February 29, 2024, the Fund had no borrowings under the credit facility.
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Approval of Renewal of Investment Management Agreement
Amundi Asset Management US, Inc. ("Amundi US") serves as the investment adviser to Pioneer Disciplined Growth Fund (the "Fund") pursuant to an investment management agreement between Amundi US and the Fund. In order for Amundi US to remain the investment adviser of the Fund, the Trustees of the Fund, including a majority of the Fund's Independent Trustees, must determine annually whether to renew the investment management agreement for the Fund.
The contract review process began in January 2023 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 2023, July 2023 and September 2023. 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 2023, 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 2023, the Trustees, among other things, reviewed the Fund's management fees and total expense ratios, the financial statements of Amundi US and its parent companies, profitability analyses provided by Amundi US, and analyses from Amundi US as to possible economies of scale. The Trustees also reviewed the profitability of the institutional business of Amundi US as compared to that of Amundi US's fund management business, and considered the differences between the fees and expenses of the Fund and the fees and expenses of Amundi US's institutional accounts, as well as the different services provided by Amundi US to the Fund and to the institutional accounts. The Trustees further considered contract review materials, including additional materials received in response to the Trustees' request, in September 2023.
At a meeting held on September 19, 2023, based on their evaluation of the information provided by Amundi US and third parties, the Trustees of the Fund, including the Independent Trustees voting separately advised by independent counsel, unanimously approved the renewal of the investment
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management agreement for another year. In 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 Amundi US to the Fund, taking into account the investment objective and strategy of the Fund. The Trustees also reviewed Amundi US's investment approach for the Fund and its research process. The Trustees considered Amundi US' integration of environmental, social and governance (ESG) considerations into its investment research process. The Trustees considered the resources of Amundi US and the personnel of Amundi US 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 Amundi US that are involved in Amundi US's services to the Fund, including Amundi US's compliance, risk management, and legal resources and personnel. The Trustees considered the compliance services being provided to the Fund by Amundi US and how Amundi US has addressed any compliance issues during the past year. The Trustees noted the substantial attention and high priority given by Amundi US's senior management to the Pioneer Fund complex, including with respect to the increasing regulation to which the Pioneer Funds are subject.
The Trustees considered that Amundi US 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, Amundi US is responsible for the administration of the Fund's business and other affairs. The Trustees considered that the Fund reimburses Amundi US its pro rata share of Amundi US's costs of providing administration services to the Pioneer Funds.
Based on these considerations, the Trustees concluded that the nature, extent and quality of services that had been provided by Amundi US 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 Amundi US and information
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comparing the Fund's performance with the performance of its peer group of funds, as classified by Morningstar, Inc. (Morningstar), and with the performance of the Fund's benchmark index. They also discuss the Fund's performance with Amundi US on a regular basis. The Trustees' regular reviews and discussions were factored into the Trustees' deliberations concerning the renewal of the investment management agreement.
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 shareholders. The Trustees noted that they separately review and consider the impact of the Fund's transfer agency and Fund- and Amundi US-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 Y shares for the most recent fiscal year was in the third quintile relative to its Strategic Insight peer group for the comparable period. 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 Amundi US to institutional and other clients, including publicly offered European funds sponsored by Amundi US's affiliates, unaffiliated U.S. registered investment companies (in a sub-advisory capacity), and unaffiliated foreign and domestic separate accounts. The Trustees also considered Amundi US's costs in providing services to the Fund and Amundi US's costs in providing services to the other clients and considered the differences in management fees and profit margins for fund and non-fund services. In evaluating the fees associated with Amundi US's client accounts, the Trustees took into
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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 and administration agreements with the Fund, Amundi US 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 Amundi US's management of the Fund.
The Trustees concluded that the management fee payable by the Fund to Amundi US was reasonable in relation to the nature and quality of the services provided by Amundi US.
Profitability
The Trustees considered information provided by Amundi US regarding the profitability of Amundi US with respect to the advisory services provided by Amundi US to the Fund, including the methodology used by Amundi US in allocating certain of its costs to the management of the Fund. The Trustees also considered Amundi US's profit margin in connection with the overall operation of the Fund. They further reviewed the financial results, including the profit margins, realized by Amundi US from non-fund businesses. The Trustees considered Amundi US'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 Amundi US's profitability with respect to the management of the Fund was not unreasonable.
Economies of Scale
The Trustees considered Amundi US'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 Amundi US in research and analytical capabilities and Amundi US'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
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reductions in expenses. The Trustees concluded that economies of scale, if any, were being appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits that Amundi US 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 Amundi US and its affiliates. The Trustees further considered the revenues and profitability of Amundi US's businesses other than the Fund business. To the extent applicable, the Trustees also considered the benefits to the Fund and to Amundi US and its affiliates from the use of "soft" commission dollars generated by the Fund to pay for research and brokerage services.
The Trustees considered that Amundi US 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 $2.1 trillion in assets (including the Pioneer Funds). The Trustees considered that Amundi US's relationship with Amundi creates potential opportunities for Amundi US and Amundi that derive from Amundi US's relationships with the Fund, including Amundi's ability to market the services of Amundi US globally. The Trustees noted that Amundi US 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 Amundi US. The Trustees considered that Amundi US 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 Amundi US 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.
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Trustees, Officers and Service Providers
Trustees
Thomas J. Perna, Chairman
John E. Baumgardner, Jr.
Diane Durnin
Benjamin M. Friedman
Lisa M. Jones
Craig C. MacKay
Lorraine H. Monchak
Marguerite A. Piret*
Fred J. Ricciardi
Officers
Lisa M. Jones, President and
Chief Executive Officer
Marco Pirondini**
Executive Vice President
Anthony J. Koenig, Jr., Treasurer
and Chief Financial and
Accounting Officer
Christopher J. Kelley, Secretary and
Chief Legal Officer
Investment Adviser and Administrator
Amundi Asset Management US, Inc.
Custodian and Sub-Administrator
The Bank of New York Mellon Corporation
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Amundi Distributor US, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Transfer Agent
BNY Mellon Investment Servicing (US) 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 shareholders at www.amundi.com/us. This information is also available on the Securities and Exchange Commission's web site at www.sec.gov.
* Ms. Piret became a non-voting Advisory Trustee of the Pioneer Funds effective January 22, 2024.
** Marco Pirondini was appointed to serve as an Executive Vice President of the Fund and Chief Investment Officer of Amundi US, Inc., effective January 1, 2024.
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How to Contact Amundi
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
P.O. Box 534427
Pittsburgh, PA 15253-4427
Our toll-free fax 1-800-225-4240
Our internet e-mail address [email protected]
(for general questions about Amundi only)
Visit our web site: www.amundi.com/us
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission's web site at https://www.sec.gov.
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Amundi Asset Management US, Inc.
60 State Street
Boston, MA 02109
www.amundi.com/us
Securities offered through Amundi Distributor US, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
© 2024 Amundi Asset Management US, Inc. 19111-18-0424
Pioneer MAP* - High Income Municipal Fund
Semiannual Report | February 29, 2024
Ticker Symbol: HIMUX
IMPORTANT NOTICE - UPCOMING CHANGES TO PIONEER FUNDS ANNUAL & SEMI-ANNUAL REPORTS
The Securities and Exchange Commission (the "SEC") has adopted rule and form amendments that will result in changes to the design and delivery of annual and semi-annual fund reports ("Reports"). Beginning in July 2024, Reports will be streamlined to highlight key information ("Redesigned Reports"). Certain information currently included in the Reports, including financial statements, will no longer appear in the Reports but will be available online, delivered free of charge to shareholders upon request, and filed with the SEC.
If you previously elected to receive the Fund's Reports electronically, you will continue to receive the Redesigned Reports electronically. Otherwise, you will receive paper copies of the Fund's Redesigned Reports via USPS mail starting in July 2024. If you would like to receive the Fund's Redesigned Reports (and/or other communications) electronically instead of by mail, please contact your financial advisor or, if you are a direct investor, please log into your mutual fund account at amundi.com/usinvestors and select "E-Delivery" under the Profile page. You must be registered for online account access before you can enroll in E-Delivery.
* Managed Account Portfolio
visit us: www.amundi.com/us
Table of Contents
Portfolio Summary 2
Prices and Distributions 4
Performance Update 5
Comparing Ongoing Fund Expenses 6
Pioneer MAP - High Income Municipal Fund
Financial Statements 8
Notes to Financial Statements 12
Approval of Renewal of Investment Management Agreement 20
Pioneer High Income Municipal Portfolio
Schedule of Investments 25
Financial Statements 43
Notes to Financial Statements 47
Approval of Renewal of Investment Management Agreement 55
Trustees, Officers and Service Providers 59
Pioneer MAP - High Income Municipal Fund | Semiannual Report | 2/29/241
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Portfolio Summary | 2/29/24
Portfolio Diversification(a)
(As a percentage of total investments)*
State Diversification(a)
(As a percentage of total investments)*
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10 Largest Holdings(a)
(As a percentage of total investments)*
1. Golden State Tobacco Securitization Corp., Series A-1, 4.214%, 6/1/50 4.35%
2. Buckeye Tobacco Settlement Financing Authority, Senior Class 2, Series B-2, 5.00%, 6/1/55 2.99
3. Tobacco Settlement Financing Corp., Series B-1, 5.00%, 6/1/47 2.82
4. TSASC, Inc., Series B, 5.00%, 6/1/48 2.42
5. Dominion Water & Sanitation District, 5.875%, 12/1/52 2.34
6. TSASC, Inc., Series B, 5.00%, 6/1/45 2.29
7. City of Hammond, Custodial Receipts Cabelas Project, 7.50%, 2/1/29 (144A) 2.18
8. New York Counties Tobacco Trust IV, Settlement pass through, Series A, 5.00%, 6/1/45 2.07
9. City of Oroville, Oroville Hospital, 5.25%, 4/1/49 1.92
10. California Statewide Communities Development Authority, Loma Linda University Medical Center, 5.50%, 12/1/58 (144A) 1.89
(a) The Fund invests as a feeder fund in Pioneer High Income Municipal Portfolio (the "Portfolio"), and owns a pro rata interest in the Portfolio's net assets. Portfolio Diversification, State Distribution and Ten Largest Holdings at February 29, 2024 are based on the holdings of the Portfolio. For more complete details about the Portfolio's investment portfolio, see page 25.
* Excludes short-term investments and all derivative contracts except for options purchased. The Portfolio is actively managed, and current holdings may be different. The holdings listed should not be considered recommendations to buy or sell any securities.
† Amount rounds to less than 0.1%.
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Prices and Distributions | 2/29/24
Net Asset Value per Share
2/29/24 8/31/23
Net Asset Value $8.36 $8.23
Distributions per Share
Net Investment
Income
Short-Term
Capital Gains
Long-Term
Capital Gains
9/1/23 - 2/29/24 $0.2337 $- $-
Index Definitions
The Bloomberg U.S. Municipal High Yield Bond Index is an unmanaged measure of the performance of the high-yield municipal bond market. Indices are unmanaged and their returns assume reinvestment of dividends and do not reflect any fees or expenses. It is not possible to invest directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" chart on page 5.
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Performance Update | 2/29/24
Investment Returns
The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer MAP - High Income Municipal Fund during the periods shown, compared to that of the Bloomberg U.S. Municipal High Yield Bond Index.
Average Annual Total Return
(As of February 29, 2024)
Period Net
Asset
Value
(NAV)
Bloomberg
U.S.
Municipal
High Yield
Bond Index
Life-of-Fund
(12/21/20)
-0.67% 0.88%
1 Year 3.03 8.30
Expense Ratio
(Per prospectus dated December 28, 2023, as revised February 28, 2024)
Gross Net
1,542.00% 0.00%
Value of $10,000 Investment
Performance of the Fund's shares shown in the graph above is from the inception of the Fund on 12/21/20 through 2/29/24. Index information shown in the graph above is from 12/31/20 through 2/29/24.
Call 1-800-225-6292 or visit www.amundi.com/us 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.
All results are historical and assume the reinvestment of dividends and capital gains.
Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information.
The net expense ratio reflects the contractual expense limitation in effect through January 1, 2033 for Pioneer MAP - High Income Municipal Fund. There can be no assurance that Amundi US will extend the expense limitation beyond such time. Please see the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Please refer to the financial highlights for more current expense ratios.
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Comparing Ongoing Fund Expenses
As a shareholder 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 ÷ $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 MAP - High Income Municipal Fund*
Based on actual returns from September 1, 2023 through February 29, 2024.
Beginning Account
Value on 9/1/23
$1,000.00
Ending Account Value
(after expenses) on 2/29/24
$1,045.10
Expenses Paid
During Period**
$0.00
* Includes the Fund's share of Pioneer High Income Municipal Portfolio's allocated expenses.
** Expenses are equal to the Fund's annualized net expense ratio of 0.00% multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).
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Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) that are charged at the time of the transaction. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer MAP - High Income Municipal Fund*
Based on a hypothetical 5% return per year before expenses, reflecting the period from September 1, 2023 through February 29, 2024.
Beginning Account
Value on 9/1/23
$1,000.00
Ending Account Value
(after expenses) on 2/29/24
$1,024.86
Expenses Paid
During Period**
$0.00
* Includes the Fund's share of Pioneer High Income Municipal Portfolio's allocated expenses.
** Expenses are equal to the Fund's annualized net expense ratio of 0.00% multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).
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Statement of Assets and Liabilities | 2/29/24
(unaudited)
ASSETS:
Investments in Pioneer High Income Municipal Portfolio, at value $ 9,783
Total assets $ 9,783
LIABILITIES:
Total liabilities $ -
NET ASSETS:
Paid-in capital $11,535
Distributable earnings (loss) (1,752)
Net assets $ 9,783
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Based on $9,783/1,171* shares $ 8.36
* Including fractional shares.
The accompanying notes are an integral part of these financial statements. Additionally, the financial statements of the Pioneer High Income Municipal Portfolio are contained elsewhere in this report and should be read in conjunction with the Fund's financial statements.
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Statement of Operations (unaudited)
FOR THE SIX MONTHS ENDED 2/29/24
INVESTMENT INCOME:
Income allocated from Pioneer High Income Municipal Portfolio:
Interest Income $ 262
Total Investment Income $ 262
EXPENSES:
Transfer agent fees $ 4
Custodian fees 7,600
Registration fees 14,745
Professional fees 28,318
Printing expense 8,920
Miscellaneous 1,640
Total expenses $ 61,227
Less fees waived and expenses reimbursed by the Adviser (61,227)
Net expenses $ -
Net investment income $ 262
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Allocated from Pioneer High Income Municipal Portfolio:
Investments $ (70)
Change in net unrealized appreciation (depreciation) allocated from
Pioneer High Income Municipal Portfolio:
Investments $ 227
Net realized and unrealized gain (loss) on investments $ 157
Net increase in net assets resulting from operations $ 419
The accompanying notes are an integral part of these financial statements. Additionally, the financial statements of the Pioneer High Income Municipal Portfolio are contained elsewhere in this report and should be read in conjunction with the Fund's financial statements.
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Statements of Changes in Net Assets
Six Months
Ended
2/29/24
(unaudited)
Year
Ended
8/31/23
FROM OPERATIONS:
Net investment income (loss) $ 262 $ 509
Net realized gain (loss) (70) (459)
Change in net unrealized appreciation (depreciation) 227 (308)
Net increase (decrease) in net assets resulting from operations $ 419 $ (258)
DISTRIBUTIONS TO SHAREHOLDERS:
($0.23 and $0.46 per share, respectively) $ (269) $ (513)
Total distributions to shareholders $ (269) $ (513)
FROM FUND SHARE TRANSACTIONS:
Reinvestment of distributions $ 269 $ 513
Net increase in net assets resulting from Fund share transactions $ 269 $ 513
Net increase (decrease) in net assets $ 419 $ (258)
NET ASSETS:
Beginning of period $9,364 $9,622
End of period $9,783 $9,364
Six Months
Ended
2/29/24
Shares
(unaudited)
Six Months
Ended
2/29/24
Amount
(unaudited)
Year
Ended
8/31/23
Shares
Year
Ended
8/31/23
Amount
Reinvestment of distributions 33 $269 60 $513
Net increase 33 $269 60 $513
The accompanying notes are an integral part of these financial statements. Additionally, the financial statements of the Pioneer High Income Municipal Portfolio are contained elsewhere in this report and should be read in conjunction with the Fund's financial statements.
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Financial Highlights
Six Months
Ended
2/29/24
(unaudited)
Year
Ended
8/31/23
Year
Ended
8/31/22
12/21/20 to
8/31/21*
Net asset value, beginning of period $ 8.23 $ 8.93 $ 10.34 $ 10.00
Increase (decrease) from investment operations:
Net investment income (loss)(a) $ 0.23 $ 0.46 $ 0.44 $ 0.31
Net realized and unrealized gain (loss) on investments 0.13 (0.70) (1.40) 0.32
Net increase (decrease) from investment operations $ 0.36 $ (0.24) $ (0.96) $ 0.63
Distributions to shareholders:
Net investment income $ (0.23) $ (0.46) $ (0.45) $ (0.29)
Total distributions $ (0.23) $ (0.46) $ (0.45) $ (0.29)
Net increase (decrease) in net asset value $ 0.13 $ (0.70) $ (1.41) $ 0.34
Net asset value, end of period $ 8.36 $ 8.23 $ 8.93 $ 10.34
Total return(b) 4.51%(c) (2.69)% (9.49)% 6.34%(c)
Ratio of net expenses to average net assets 0.00%(d)(e) 0.00%(e) 0.00%(e) 0.00%(d)(e)
Ratio of net investment income (loss) to average net assets 5.57%(d) 5.38% 4.52% 4.42%(d)
Portfolio turnover rate 3%(c)(f) 37%(f) 38%(f) 11%(c)(f)
Net assets, end of period (in thousands) $ 10 $ 9 $ 10 $ 11
Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 1,302.75%(d)(e) 1,542.10%(e) 1,095.86%(e) 2,190.00%(d)(e)
Net investment income (loss) to average net assets (1,297.18)%(d) (1,536.73)% (1,091.34)% (2,186.00)%(d)
* The Fund commenced operations on December 21, 2020.
(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) Annualized.
(e) Includes the Fund's share of Pioneer High Income Municipal Portfolio's allocated expenses.
(f) Represents the portfolio turnover rate of Pioneer High Income Municipal Portfolio.
The accompanying notes are an integral part of these financial statements. Additionally, the financial statements of the Pioneer High Income Municipal Portfolio are contained elsewhere in this report and should be read in conjunction with the Fund's financial statements.
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Notes to Financial Statements | 2/29/24
(unaudited)
1. Organization and Significant Accounting Policies
Pioneer MAP - High Income Municipal Fund (the "Fund") is one of two portfolios comprising Pioneer Series Trust XII (the "Trust"), a Delaware statutory trust. The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act") as a diversified, open-end management investment company. The investment objective of the Fund is to maximize total return through a combination of income that is exempt from regular federal income tax and capital appreciation. The Fund commenced operations on December 21, 2020.
The Fund invests all of its investable assets as a feeder fund in Pioneer High Income Municipal Portfolio (the "Portfolio"), a portfolio of Pioneer Core Trust I, that has the same investment objective and policies as the Fund. The financial statements of the Portfolio, including the Schedule of Investments, are contained elsewhere in this report and should be read in conjunction with the Fund's financial statements. The Portfolio is registered under the 1940 Act as a diversified, open-end management investment company. At February 29, 2024, the Fund owned approximately 0.001% of the Portfolio. The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, which are attached, are an integral part of these financial statements. Please refer to the accounting policies disclosed in the financial statements of the Portfolio for additional information regarding significant accounting policies that affect the Fund.
The Fund offers a single class of shares. The Fund's shares are offered through Amundi Distributor US, Inc. (the "Distributor"), an affiliate of Amundi Asset Management US, Inc., the Fund's investment adviser (the "Adviser"). Shares are offered at the Fund's current net asset value ("NAV") per share. The Amended and Restated Declaration of Trust of the Trust give 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 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.
The Adviser is an indirect, wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc.
The Fund is required to comply with Rule 18f-4 under the 1940 Act, which governs the use of derivatives by registered investment companies.
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Rule 18f-4 permits funds to enter into derivatives transactions (as defined in Rule 18f-4) and certain other transactions notwithstanding the restrictions on the issuance of "senior securities" under Section 18 of the 1940 Act. Rule 18f-4 requires a fund to establish and maintain a comprehensive derivatives risk management program, appoint a derivatives risk manager and comply with a relative or absolute limit on fund leverage risk calculated based on value-at-risk ("VaR"), unless the fund uses derivatives in only a limited manner (a "limited derivatives user"). The Fund is currently a limited derivatives user for purposes of Rule 18f-4.
The Fund is an investment company and follows investment company accounting and reporting guidance under U.S. Generally Accepted Accounting Principles ("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.
The Fund records its investment in the Portfolio at value, which reflects its proportionate interest in the net assets of the Portfolio. Valuation of the securities held by the Portfolio is discussed in the notes to the Portfolio's financial statements included elsewhere in this report. Disclosure about the classification of fair value measurements is presented in a tabular format following the Portfolio's Schedule of Investments.
B. Investment Income and Transactions
The Fund declares as daily dividends substantially all of its net investment income. All dividends are paid on a monthly basis. Short-term capital gain distributions, if any, may be declared with the daily dividends. Distributions to shareholders are recorded as of the ex-dividend date.
The Fund receives a daily allocation of the Portfolio's income, expenses and net realized and unrealized gains and losses in proportion to its investment in the Portfolio.
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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 shareholders. Therefore, no provision for federal income taxes is required. As of February 29, 2024, 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 shareholders 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, 2023 was as follows:
2023
Distributions paid from:
Tax-exempt income $503
Ordinary income 10
Total $513
The following shows the components of distributable earnings (losses) on a federal income tax basis at August 31, 2023:
2023
Distributable earnings/(losses):
Undistributed tax-exempt income $ 35
Capital loss carryforward (743)
Net unrealized depreciation (1,194)
Total $(1,902)
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At February 29, 2024, the net unrealized depreciation on investments based on cost for federal tax purposes of $10,751 was as follows:
Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost $ 133
Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value (1,101)
Net unrealized depreciation $ (968)
D. Risks
The Fund invests substantially all of its assets in the Portfolio. Following are risks related to the Portfolio's investments.
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, recessions, the spread of infectious illness or other public health issues, inflation, changes in interest rates, armed conflict such as between Russia and Ukraine or in the Middle East, sanctions against Russia, other nations or individuals or companies and possible countermeasures, 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. Inflation and interest rates have increased and may rise further. These circumstances could adversely affect the value and liquidity of the Fund's investments and negatively impact the Fund's performance.
The long-term impact of the COVID-19 pandemic and its subsequent variants on economies, markets, industries and individual issuers, are not known. Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets, reduced liquidity of many instruments, increased government debt, inflation, and disruptions to supply chains, consumer demand and employee availability, may continue for some time. Following Russia's invasion of Ukraine, Russian securities lost all, or nearly all, their market value. Other securities or markets could be similarly affected by past or future political, geopolitical or other events or conditions.
Governments and central banks, including the U.S. Federal Reserve, have taken extraordinary and unprecedented actions to support local and global economies and the financial markets. These actions have resulted in significant expansion of public debt, including in the U.S. The
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consequences of high public debt, including its future impact on the economy and securities markets, may not be known for some time.
The U.S. and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs, investment restrictions and adverse impacts on affected companies and securities. For example, the U.S. has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. Trade disputes may adversely affect the economies of the U.S. and its trading partners, as well as companies directly or indirectly affected and financial markets generally. If the political climate between the U.S. and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the Fund's assets may go down.
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.
Normally, the Fund invests at least 80% of its net assets (plus the amount of borrowings, if any, for investment purposes) in debt securities and other obligations issued by or on behalf of states, counties, municipalities, territories and possessions of the United States and the District of Columbia and their authorities, political subdivisions, agencies and instrumentalities, the interest on which is exempt from regular federal income tax ("municipal securities").
The municipal bond market can be susceptible to unusual volatility, particularly for lower-rated and unrated securities. Liquidity can be reduced unpredictably in response to overall economic conditions or credit tightening. Municipal issuers may be adversely affected by rising health care costs, increasing unfunded pension liabilities, and by the phasing out of federal programs providing financial support. Unfavorable conditions and developments relating to projects financed with municipal securities can result in lower revenues to issuers of municipal securities, potentially resulting in defaults. Issuers often depend on revenues from these projects to make principal and interest payments. The value of municipal securities can also be adversely affected by changes in the financial condition of one or more individual municipal issuers or insurers of municipal issuers, regulatory and political developments, tax law changes or other legislative actions, and by
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uncertainties and public perceptions concerning these and other factors. Municipal securities may be more susceptible to downgrades or defaults during recessions or similar periods of economic stress. Financial difficulties of municipal issuers may continue or get worse, particularly in the event of political, economic or market turmoil or a recession. To the extent the Fund invests significantly in a single state (including California, Illinois, New York and Indiana), city, territory (including Puerto Rico), or region, or in securities the payments on which are dependent upon a single project or source of revenues, or that relate to a sector or industry, including health care facilities, education, transportation, special revenues and pollution control, the Fund will be more susceptible to associated risks and developments.
The market prices of the Fund's fixed income securities may fluctuate significantly when interest rates change. The value of your investment will generally go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities. For example, if interest rates increase by 1%, the value of a Fund's portfolio with a portfolio duration of ten years would be expected to decrease by 10%, all other things being equal. In recent years interest rates and credit spreads in the U.S. have been at historic lows. The U.S. Federal Reserve has raised certain interest rates, and interest rates may continue to go up. A general rise in interest rates could adversely affect the price and liquidity of fixed income securities. The maturity of a security may be significantly longer than its effective duration. A security's maturity and other features may be more relevant than its effective duration in determining the security's sensitivity to other factors affecting the issuer or markets generally, such as changes in credit quality or in the yield premium that the market may establish for certain types of securities (sometimes called "credit spread"). In general, the longer its maturity the more a security may be susceptible to these factors. When the credit spread for a fixed income security goes up, or "widens", the value of the security will generally go down.
If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults on its obligation to pay principal and/or interest, has its credit rating downgraded or is perceived to be less creditworthy, or the credit quality or value of any underlying assets declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty.
The Fund invests in below-investment-grade (high-yield) debt securities and preferred stocks. Some of these high-yield securities may be
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convertible into equity securities of the issuer. Debt securities rated below-investment-grade are commonly referred to as "junk bonds" and are considered speculative with respect to the issuer's capacity to pay interest and repay principal. These securities involve greater risk of loss, are subject to greater price volatility, and may be less liquid and more difficult to value, especially during periods of economic uncertainty or change, than higher rated debt securities.
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 the Fund's custodian and accounting agent, and 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 the Adviser 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 the Adviser 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 shareholders to effect share purchases, redemptions or exchanges or receive distributions, loss of or unauthorized access to private shareholder 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.
2. Management Agreement
The Fund does not pay a management fee under the Fund's investment advisory agreement with the Adviser. Shareholders should be aware, however, that the Fund is an integral part of separately managed account
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programs, and the Adviser or an affiliate will be compensated directly or indirectly by separately managed account program sponsor.
The Adviser has contractually agreed to limit ordinary operating expenses (ordinary operating expenses means all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.00% of the average daily net assets attributable to fund shares. This expense limitation is in effect through January 1, 2032. There can be no assurance that the Adviser will extend the expense limitation beyond such time. Net expenses may exceed the expense limitation to the extent that the Fund incurs excluded expenses. While in effect, the arrangement may be terminated only by agreement of the Adviser and the Board of Trustees. Fees waived and expenses reimbursed during the six month ended February 29, 2024 are reflected on the Statement of Operations.
3. Compensation of Trustees and Officers
The Fund pays an annual fee to its Trustees. The Adviser reimburses the Fund for fees paid to the Interested Trustees. Except for the chief compliance officer, the Fund does not pay any salary or other compensation to its officers. The Fund pays a portion of the chief compliance officer's compensation for his services as the Fund's chief compliance officer. Amundi US pays the remaining portion of the chief compliance officer's compensation. For the six months ended February 29, 2024, the Fund paid $0.17 in Officers' and Trustees' compensation.
4. Transfer Agent
BNY Mellon Investment Servicing (US) 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.
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Approval of Renewal of Investment Management Agreement
Amundi Asset Management US, Inc. ("Amundi US") serves as the investment adviser to Pioneer MAP-High Income Municipal Fund (the "Fund") pursuant to an investment management agreement between Amundi US and the Fund. In order for Amundi US to remain the investment adviser of the Fund, the Trustees of the Fund, including a majority of the Fund's Independent Trustees, must determine annually whether to renew the investment management agreement for the Fund.
The contract review process began in January 2023 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 2023, July 2023 and September 2023. 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 2023, 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 2023, the Trustees, among other things, reviewed the Fund's management fees and total expense ratios, the financial statements of Amundi US and its parent companies, profitability analyses provided by Amundi US, and analyses from Amundi US as to possible economies of scale. The Trustees also reviewed the profitability of the institutional business of Amundi US as compared to that of Amundi US's fund management business, and considered the differences between the fees and expenses of the Fund and the fees and expenses of Amundi US's institutional accounts, as well as the different services provided by Amundi US to the Fund and to the institutional accounts. The Trustees further considered contract review materials, including additional materials received in response to the Trustees' request, in September 2023.
At a meeting held on September 19, 2023, based on their evaluation of the information provided by Amundi US and third parties, the Trustees of the Fund, including the Independent Trustees voting separately advised by independent counsel, unanimously approved the renewal of the investment
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management agreement for another year. In 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 Amundi US to the Fund, taking into account the investment objective and strategy of the Fund. The Trustees also reviewed Amundi US's investment approach for the Fund and its research process. The Trustees considered the resources of Amundi US and the personnel of Amundi US 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 Amundi US that are involved in Amundi US's services to the Fund, including Amundi US's compliance, risk management, and legal resources and personnel. The Trustees considered the compliance services being provided to the Fund by Amundi US and how Amundi US has addressed any compliance issues during the past year. The Trustees noted the substantial attention and high priority given by Amundi US's senior management to the Pioneer Fund complex, including with respect to the increasing regulation to which the Pioneer Funds are subject.
The Trustees considered that Amundi US 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, Amundi US is responsible for the administration of the Fund's business and other affairs. The Trustees considered that the Fund reimburses Amundi US its pro rata share of Amundi US's costs of providing administration services to the Pioneer Funds.
Based on these considerations, the Trustees concluded that the nature, extent and quality of services that had been provided by Amundi US 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 Amundi US and information comparing the Fund's performance with the performance of its peer group of funds, as classified by Morningstar, Inc. (Morningstar), and with the
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performance of the Fund's benchmark index. They also discuss the Fund's performance with Amundi US on a regular basis. The Trustees' regular reviews and discussions were factored into the Trustees' deliberations concerning the renewal of the investment management agreement.
Management Fee and Expenses
The Trustees considered that the Fund does not pay a management fee. The Trustees considered that the Fund is a feeder fund in a master-feeder structure in which the Fund invests substantially all of its assets in a master fund that has the same investment objective and policies as the Fund. The Trustees considered that the Fund bears its pro rata portion of the master fund's expenses. The Trustees also considered that shareholders in the Fund are participants in a separately managed account program and pay fees to Amundi US or an affiliate for management of the separately managed account, and that a portion of those fees represent an imputed management fee for assets invested in the Fund. The Trustees concluded that the fee and expense structure for the Fund was reasonable in relation to the nature and quality of services provided by Amundi US.
Profitability
The Trustees considered information provided by Amundi US regarding the profitability of Amundi US with respect to the advisory services provided by Amundi US to the Fund, including the methodology used by Amundi US in allocating certain of its costs to the management of the Fund. The Trustees also considered Amundi US's profit margin in connection with the overall operation of the Fund. They further reviewed the financial results, including the profit margins, realized by Amundi US from non-fund businesses. The Trustees considered Amundi US'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 Amundi US's profitability with respect to the management of the Fund was not unreasonable.
Economies of Scale
The Trustees considered Amundi US's views relating to economies of scale in connection with the Pioneer Funds as fund assets grow and the extent to which any such economies of scale are shared with the Fund and Fund shareholders. The Trustees recognize that economies of scale are difficult to identify and quantify, and that, among other factors that may be relevant, are the following: fee levels, expense subsidization, investment by Amundi US in research and analytical capabilities and Amundi US's commitment and resource allocation to the Fund. The Trustees noted that profitability
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also may be an indicator of the availability of any economies of scale, although profitability may vary for other reasons including due to reductions in expenses. The Trustees concluded that economies of scale, if any, were being appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits that Amundi US 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 Amundi US and its affiliates. The Trustees further considered the revenues and profitability of Amundi US's businesses other than the Fund business. To the extent applicable, the Trustees also considered the benefits to the Fund and to Amundi US and its affiliates from the use of "soft" commission dollars generated by the Fund to pay for research and brokerage services.
The Trustees considered that Amundi US 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 $2.1 trillion in assets (including the Pioneer Funds). The Trustees considered that Amundi US's relationship with Amundi creates potential opportunities for Amundi US and Amundi that derive from Amundi US's relationships with the Fund, including Amundi's ability to market the services of Amundi US globally. The Trustees noted that Amundi US has access to additional research and portfolio management capabilities as a result of its relationship with Amundi and Amundi's enhanced global presence that may contribute to an increase in the resources available to Amundi US. The Trustees considered that Amundi US and the Fund receive reciprocal intangible benefits from the relationship, including mutual brand recognition and, for the Fund, direct and indirect access to the resources of a large global asset manager. The Trustees concluded that any such benefits received by Amundi US as a result of its relationship with the Fund were reasonable.
Conclusion
After consideration of the factors described above as well as other factors, the Trustees, including the Independent Trustees, concluded that the investment management agreement for the Fund, including the fees payable thereunder, was fair and reasonable and voted to approve the proposed renewal of the investment management agreement.
Pioneer MAP - High Income Municipal Fund | Semiannual Report | 2/29/2423
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(The following financial statements of Pioneer High Income Municipal Portfolio should be read in conjunction with the Fund's financial statements.)
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Schedule of Investments | 2/29/24
(unaudited)
Pioneer High Income Municipal Portfolio
Principal
Amount
USD ($)
Value
UNAFFILIATED ISSUERS - 97.1%
Municipal Bonds - 96.9% of Net Assets(a)
Alabama - 0.4%
4,525,000 Hoover Industrial Development Board, 5.75%, 10/1/49 $    4,665,999
Total Alabama     $ 4,665,999
Arizona - 2.0%
1,725,000 Arizona Industrial Development Authority, Doral Academy Nevada Fire Mesa, Series A, 5.00%, 7/15/39 $    1,733,401
1,675,000 Arizona Industrial Development Authority, Doral Academy Nevada Fire Mesa, Series A, 5.00%, 7/15/49      1,624,398
125,000 Arizona Industrial Development Authority, Doral Academy Of Northern Nevada Project, Series A, 4.00%, 7/15/27 (144A)        121,434
265,000 Arizona Industrial Development Authority, Doral Academy Of Northern Nevada Project, Series A, 4.00%, 7/15/41 (144A)        227,105
1,115,000 Arizona Industrial Development Authority, Doral Academy Of Northern Nevada Project, Series A, 4.00%, 7/15/51 (144A)        880,549
1,040,000 Arizona Industrial Development Authority, Doral Academy Of Northern Nevada Project, Series A, 4.00%, 7/15/56 (144A)        787,041
12,490,000 Industrial Development Authority of the City of Phoenix, 3rd & Indian School Assisted Living Project, 5.40%, 10/1/36     11,344,542
1,000,000 Industrial Development Authority of the County of Pima, Facility Desert Heights Charter, 7.00%, 5/1/34      1,005,030
3,000,000 Industrial Development Authority of the County of Pima, Facility Desert Heights Charter, 7.25%, 5/1/44      3,014,250
1,810,000 Tempe Industrial Development Authority, Series A, 6.125%, 10/1/47 (144A)      1,105,240
2,400,000 Tempe Industrial Development Authority, Series A, 6.125%, 10/1/52 (144A)     1,367,760
Total Arizona    $ 23,210,750
The accompanying notes are an integral part of these financial statements.
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Schedule of Investments | 2/29/24
(unaudited) (continued)
Principal
Amount
USD ($)
Value
Arkansas - 2.2%
13,000,000 Arkansas Development Finance Authority, Big River Steel Project, 4.50%, 9/1/49 (144A) $   12,671,100
12,500,000 Arkansas Development Finance Authority, Green Bond, 5.45%, 9/1/52    12,673,625
Total Arkansas    $ 25,344,725
California - 16.1%
1,755,000 California County Tobacco Securitization Agency, 5.00%, 6/1/50 $    1,769,935
60,000 California County Tobacco Securitization Agency, Asset-Backed, Series A, 5.875%, 6/1/43         60,223
1,370,000 California County Tobacco Securitization Agency, Golden Gate Tobacco Settlement, Series A, 5.00%, 6/1/47      1,318,132
185,000 California Municipal Finance Authority, Series A, 5.00%, 12/1/36 (144A)        190,998
2,000,000 California Municipal Finance Authority, Series A, 5.00%, 12/1/46 (144A)      1,978,840
2,000,000 California Municipal Finance Authority, Series A, 5.00%, 12/1/54 (144A)      1,966,560
2,910,000 California Municipal Finance Authority, Series B, 4.75%, 12/1/31 (144A)      2,624,907
6,115,000 California Municipal Finance Authority, Series B, 5.25%, 12/1/36 (144A)      5,393,919
4,530,000 California Municipal Finance Authority, Series B, 5.50%, 12/1/39 (144A)      3,965,200
2,000,000 California Municipal Finance Authority, Baptist University, Series A, 5.00%, 11/1/46 (144A)      1,976,320
8,350,000 California Municipal Finance Authority, Baptist University, Series A, 5.50%, 11/1/45 (144A)      8,383,650
250,000 California Municipal Finance Authority, John Adams Academics Project, Series A, 5.00%, 10/1/35        252,165
1,550,000 California Municipal Finance Authority, John Adams Academics Project, Series A, 5.25%, 10/1/45      1,563,128
500,000 California Municipal Finance Authority, Santa Rosa Academy Project, 5.125%, 7/1/35 (144A)        503,485
1,575,000 California Municipal Finance Authority, Santa Rosa Academy Project, 5.375%, 7/1/45 (144A)      1,611,918
280,000 California School Finance Authority, Stem Preparatory Schools, Series A, 5.00%, 6/1/43 (144A)        284,746
500,000 California School Finance Authority, Stem Preparatory Schools, Series A, 5.125%, 6/1/53 (144A)        498,385
The accompanying notes are an integral part of these financial statements.
26Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/24
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Principal
Amount
USD ($)
Value
California - (continued)
1,000,000 California School Finance Authority, Stem Preparatory Schools, Series A, 5.375%, 5/1/63 (144A) $    1,001,990
100,000 California School Finance Authority, View Park Elementary & Middle School, Series A, 4.75%, 10/1/24         99,953
830,000 California School Finance Authority, View Park Elementary & Middle School, Series A, 5.625%, 10/1/34        832,648
3,175,000 California School Finance Authority, View Park Elementary & Middle School, Series A, 5.875%, 10/1/44      3,180,429
1,000,000 California School Finance Authority, View Park Elementary & Middle School, Series A, 6.00%, 10/1/49      1,001,410
3,230,000 California School Finance Authority, View Park High School, Series A, 7.125%, 10/1/48 (144A)      3,240,724
1,875,000 California Statewide Communities Development Authority, Baptist University, Series A, 5.00%, 11/1/41 (144A)      1,883,212
1,560,000 California Statewide Communities Development Authority, Baptist University, Series A, 6.125%, 11/1/33 (144A)      1,562,075
4,030,000 California Statewide Communities Development Authority, Baptist University, Series A, 6.375%, 11/1/43 (144A)      4,034,312
5,475,000 California Statewide Communities Development Authority, Loma Linda University Medical Center, 5.25%, 12/1/43 (144A)      5,595,559
20,760,000 California Statewide Communities Development Authority, Loma Linda University Medical Center, 5.50%, 12/1/58 (144A)     21,110,844
11,320,000 California Statewide Communities Development Authority, Loma Linda University Medical Center, Series A, 5.25%, 12/1/56 (144A)     11,365,054
700,000 City of Oroville, Oroville Hospital, 5.25%, 4/1/34        443,184
6,980,000 City of Oroville, Oroville Hospital, 5.25%, 4/1/39      4,347,284
34,720,000 City of Oroville, Oroville Hospital, 5.25%, 4/1/49     21,493,763
31,800,000 City of Oroville, Oroville Hospital, 5.25%, 4/1/54     19,416,762
64,000,000 Golden State Tobacco Securitization Corp., Series A-1, 4.214%, 6/1/50     48,691,200
The accompanying notes are an integral part of these financial statements.
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Schedule of Investments | 2/29/24
(unaudited) (continued)
Principal
Amount
USD ($)
Value
California - (continued)
2,500,000(b) Pittsburg Unified School District Financing Authority, Capital Appreciation General Obligation Pittsburg, 9/1/41 (AGM Insured) $    1,245,675
1,925,000(b) Pittsburg Unified School District Financing Authority, Capital Appreciation General Obligation Pittsburg, 9/1/42 (AGM Insured)       900,477
Total California   $ 185,789,066
Colorado - 6.7%
4,535,000(c) 2000 Holly Metropolitan District, Series A, 5.00%, 12/1/50 $    4,128,165
577,000(c) 2000 Holly Metropolitan District, Series B, 7.50%, 12/15/50        546,182
5,000,000 Aerotropolis Regional Transportation Authority, 4.375%, 12/1/52      4,148,000
1,735,000(c) Belleview Village Metropolitan District, 4.95%, 12/1/50      1,523,087
1,248,000(c) Cottonwood Highlands Metropolitan District No. 1, Series A, 5.00%, 12/1/49      1,189,831
2,090,000(c) Cottonwood Highlands Metropolitan District No. 1, Series B, 8.75%, 12/15/49      2,122,040
4,090,000(c) Crystal Crossing Metropolitan District, 5.25%, 12/1/40      4,104,070
26,000,000 Dominion Water & Sanitation District, 5.875%, 12/1/52     26,114,400
8,425,000(c) Green Valley Ranch East Metropolitan District No. 6, Series A, 5.875%, 12/1/50      8,433,425
15,270,000(c) Larkridge Metropolitan District No. 2, 5.25%, 12/1/48     14,800,448
1,000,000 Rampart Range Metropolitan District No 5, 4.00%, 12/1/51        742,900
1,000,000(c) Ridgeline Vista Metropolitan District, Series A, 5.25%, 12/1/60        960,340
2,000,000(c) Settler's Crossing Metropolitan District No. 1, Series A, 5.00%, 12/1/40 (144A)      1,929,920
3,760,000(c) Settler's Crossing Metropolitan District No. 1, Series A, 5.125%, 12/1/50 (144A)      3,440,851
597,000(c) Settler's Crossing Metropolitan District No. 1, Series B, 7.625%, 12/15/50        569,317
The accompanying notes are an integral part of these financial statements.
28Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/24
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Principal
Amount
USD ($)
Value
Colorado - (continued)
1,232,000(c) Villas Metropolitan District, Series A, 5.125%, 12/1/48 $    1,178,001
755,000(c) Willow Bend Metropolitan District, Series B, 7.625%, 12/15/49       713,218
Total Colorado    $ 76,644,195
Delaware - 0.2%
2,250,000 Delaware State Economic Development Authority, Aspira of Delaware Charter, 4.00%, 6/1/52 $    1,651,050
1,380,000 Delaware State Economic Development Authority, Aspira of Delaware Charter, 4.00%, 6/1/57       966,911
Total Delaware     $ 2,617,961
District of Columbia - 0.5%
845,000 District of Columbia, Inspired Teaching Demonstration Public Charter School, 5.00%, 7/1/32 $       882,653
1,500,000 District of Columbia, Inspired Teaching Demonstration Public Charter School, 5.00%, 7/1/42      1,550,805
1,165,000 District of Columbia, Inspired Teaching Demonstration Public Charter School, 5.00%, 7/1/47      1,173,341
1,835,000 District of Columbia, Inspired Teaching Demonstration Public Charter School, 5.00%, 7/1/52      1,839,716
710,000 District of Columbia Tobacco Settlement Financing Corp., Asset-Backed, 6.75%, 5/15/40       735,106
Total District of Columbia     $ 6,181,621
Florida - 2.1%
500,000(d) Capital Trust Agency, Inc., Series B, 5.00%, 7/1/43 $        40,000
750,000(d) Capital Trust Agency, Inc., Series B, 5.00%, 7/1/53         60,000
500,000(d) Capital Trust Agency, Inc., Series B, 5.25%, 7/1/48         40,000
2,140,000 Capital Trust Authority, Imagine School At West Pasco Project, Series A, 6.25%, 12/15/43 (144A)      2,185,175
2,100,000 Capital Trust Authority, Imagine School At West Pasco Project, Series A, 6.50%, 12/15/58 (144A)      2,136,498
850,000 County of Lake, 5.00%, 1/15/54 (144A)        760,240
170,000 County of Lake, Imagine South Lake Charter School Project, 5.00%, 1/15/29 (144A)        170,145
1,250,000 County of Lake, Imagine South Lake, Charter School Project, 5.00%, 1/15/39 (144A)      1,213,375
2,350,000 County of Lake, Imagine South Lake, Charter School Project, 5.00%, 1/15/49 (144A)      2,153,893
300,000 Florida Development Finance Corp., Glenridge On Palmer Ranch Project, 5.00%, 6/1/31 (144A)        294,546
The accompanying notes are an integral part of these financial statements.
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Schedule of Investments | 2/29/24
(unaudited) (continued)
Principal
Amount
USD ($)
Value
Florida - (continued)
13,475,000 Florida Development Finance Corp., Glenridge On Palmer Ranch Project, 5.00%, 6/1/51 (144A) $   11,010,018
225,000 Florida Development Finance Corp., The Glenridge On Palmer Ranch Project, 5.00%, 6/1/35 (144A)        213,885
2,500,000 Palm Beach County Health Facilities Authority, Toby & Leon Cooperman Sinai, 4.25%, 6/1/56      1,972,325
2,000,000 Village Community Development District No 15, 5.25%, 5/1/54 (144A)     2,034,580
Total Florida    $ 24,284,680
Guam - 0.1%
1,100,000 Guam Economic Development & Commerce Authority, Asset-Backed, 5.625%, 6/1/47 $    1,096,722
Total Guam     $ 1,096,722
Illinois - 5.8%
12,170,000(c) Chicago Board of Education, Series A, 5.00%, 12/1/42 $   12,032,479
1,000,000(c) Chicago Board of Education, Series A, 7.00%, 12/1/46 (144A)      1,080,760
8,000,000(c) Chicago Board of Education, Series B, 6.50%, 12/1/46      8,443,280
1,415,000(c) Chicago Board of Education, Series C, 5.25%, 12/1/39      1,401,190
20,000,000(c) Chicago Board of Education, Series D, 5.00%, 12/1/46     19,928,800
4,050,000(d) Illinois Finance Authority, Series A-2, 6.00%, 11/15/36      3,240,000
1,591,212(b) Illinois Finance Authority, Cabs Clare Oaks Project, Series B-1, 11/15/52         95,473
2,520,597(d)(e) Illinois Finance Authority, Clare Oaks Project, Series A-3, 4.00%, 11/15/52      1,638,388
12,160,000 Southwestern Illinois Development Authority, 5.00%, 6/1/53     11,789,971
1,235,000 Southwestern Illinois Development Authority, 8.00%, 6/1/53      1,228,084
1,415,000(d) Southwestern Illinois Development Authority, Village of Sauget Project, 5.625%, 11/1/26      1,061,250
3,040,000 Village of Lincolnwood, Series A, 4.82%, 1/1/41 (144A)      2,830,453
2,165,000 Village of Matteson, 6.50%, 12/1/35     2,249,283
Total Illinois    $ 67,019,411
The accompanying notes are an integral part of these financial statements.
30Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/24
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Principal
Amount
USD ($)
Value
Indiana - 9.2%
8,230,000 City of Anderson, 5.375%, 1/1/40 (144A) $    7,155,162
420,000 City of Evansville, Silver Birch Evansville Project, 4.80%, 1/1/28        409,336
6,475,000 City of Evansville, Silver Birch Evansville Project, 5.45%, 1/1/38      5,839,544
500,000 City of Fort Wayne, 5.125%, 1/1/32        481,645
4,665,000 City of Fort Wayne, 5.35%, 1/1/38      4,315,871
24,990,000 City of Hammond, Custodial Receipts Cabelas Project, 7.50%, 2/1/29 (144A)     24,366,000
945,000 City of Kokomo, Silver Birch of Kokomo, 5.75%, 1/1/34        955,376
7,825,000 City of Kokomo, Silver Birch of Kokomo, 5.875%, 1/1/37      7,819,679
990,000 City of Lafayette, Glasswater Creek Lafayette Project, 5.60%, 1/1/33        979,961
6,000,000 City of Lafayette, Glasswater Creek Lafayette Project, 5.80%, 1/1/37      5,733,120
800,000 City of Mishawaka, Silver Birch Mishawaka Project, 5.10%, 1/1/32 (144A)        763,352
5,890,000 City of Mishawaka, Silver Birch Mishawaka Project, 5.375%, 1/1/38 (144A)      5,122,415
4,560,000 City of Terre Haute, 5.35%, 1/1/38      3,894,924
5,190,000 Indiana Finance Authority, Multipurpose Educational Facilities, Avondale Meadows Academy Project, 5.125%, 7/1/37      5,242,108
2,830,000 Indiana Finance Authority, Multipurpose Educational Facilities, Avondale Meadows Academy Project, 5.375%, 7/1/47      2,760,750
1,975,000 Indiana Finance Authority, Sanders Glen Project, Series A, 4.25%, 7/1/43      1,508,169
2,020,000 Indiana Finance Authority, Sanders Glen Project, Series A, 4.50%, 7/1/53      1,346,754
11,985,000 Indiana Housing & Community Development Authority, Series A, 5.00%, 1/1/39 (144A)      9,893,857
8,260,000 Indiana Housing & Community Development Authority, Evergreen Village Bloomington Project, 5.50%, 1/1/37      7,501,567
10,170,000 Town of Plainfield Multifamily Housing Revenue, 5.375%, 9/1/38    10,076,538
Total Indiana   $ 106,166,128
Kansas - 1.2%
400,000 Kansas Development Finance Authority, Series A, 5.25%, 11/15/33 $       363,808
The accompanying notes are an integral part of these financial statements.
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Schedule of Investments | 2/29/24
(unaudited) (continued)
Principal
Amount
USD ($)
Value
Kansas - (continued)
15,405,000 Kansas Development Finance Authority, Series A, 5.25%, 11/15/53 $   11,239,796
2,500,000 Kansas Development Finance Authority, Series A, 5.50%, 11/15/38     2,156,600
Total Kansas    $ 13,760,204
Massachusetts - 1.1%
2,790,000 Massachusetts Development Finance Agency, Series A, 5.00%, 7/1/44 $    2,748,875
635,502(d) Massachusetts Development Finance Agency, Adventcare Project, 7.625%, 10/15/37             64
1,661,444(d) Massachusetts Development Finance Agency, Adventcare Project, Series A, 6.75%, 10/15/37 (144A)            166
1,250,000 Massachusetts Development Finance Agency, International Charter School, 5.00%, 4/15/40      1,262,713
4,500,000 Massachusetts Development Finance Agency, Linden Ponds, 5.125%, 11/15/46 (144A)      4,603,455
4,000,000 Massachusetts Development Finance Agency, Lowell General Hospital, Series G, 5.00%, 7/1/44     3,934,000
Total Massachusetts    $ 12,549,273
Michigan - 2.7%
8,490,000 David Ellis Academy-West, 5.25%, 6/1/45 $    7,946,470
1,250,000 Flint Hospital Building Authority, Hurley Medical Center, Series A, 5.25%, 7/1/39      1,239,925
5,485,000 Flint International Academy, 5.75%, 10/1/37      5,485,000
5,720,000 Michigan Finance Authority, 5.75%, 4/1/40      5,954,349
4,000,000(e) Michigan Strategic Fund, Series B, 7.50%, 11/1/41      4,250,800
7,100,000(e) Michigan Strategic Fund, Michigan Department Offices Lease, Series B, 7.75%, 3/1/40     6,296,635
Total Michigan    $ 31,173,179
Minnesota - 2.5%
1,310,000 City of Bethel, 6.00%, 7/1/57 $    1,214,933
4,210,000 City of Bethel, Series A, 5.00%, 7/1/48      4,037,643
1,000,000 City of Bethel, Series A, 5.00%, 7/1/53        917,930
2,440,000 City of Brooklyn Park, Prairie Seeds Academy Project, Series A, 5.00%, 3/1/34      2,361,749
2,000,000 City of Brooklyn Park, Prairie Seeds Academy Project, Series A, 5.00%, 3/1/39      1,867,940
3,515,000 City of Deephaven, Eagle Ridge Academy Project, Series A, 5.00%, 7/1/55      3,614,685
The accompanying notes are an integral part of these financial statements.
32Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/24
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Principal
Amount
USD ($)
Value
Minnesota - (continued)
400,000 City of Deephaven, Eagle Ridge Academy Project, Series A, 5.25%, 7/1/37 $       400,912
1,500,000 City of Deephaven, Eagle Ridge Academy Project, Series A, 5.50%, 7/1/50      1,502,055
1,500,000(d) City of Rochester, Rochester Math & Science Academy, Series A, 5.125%, 9/1/38      1,365,495
3,145,000(d) City of Rochester, Rochester Math & Science Academy, Series A, 5.25%, 9/1/43      2,652,430
6,080,000(d) City of Rochester, Rochester Math & Science Academy, Series A, 5.375%, 9/1/50      4,892,029
2,000,000 Housing & Redevelopment Authority of The City of St. Paul Minnesota, Great River School Project, Series A, 5.50%, 7/1/52 (144A)      1,967,800
1,300,000 Housing & Redevelopment Authority of The City of St. Paul Minnesota, St. Paul City School Project, Series A, 5.00%, 7/1/36     1,366,495
Total Minnesota    $ 28,162,096
Missouri - 0.3%
200,000 Kansas City Industrial Development Authority, Series A, 4.25%, 4/1/26 (144A) $       197,298
1,000,000 Kansas City Industrial Development Authority, Series A, 5.00%, 4/1/36 (144A)        957,260
2,300,000 Kansas City Industrial Development Authority, Series A, 5.00%, 4/1/46 (144A)     2,082,880
Total Missouri     $ 3,237,438
Nevada - 0.1%
1,125,000 City of Las Vegas Special Improvement District No 611, Sunstone Phase I and II, 4.125%, 6/1/50 $       944,696
Total Nevada       $ 944,696
New Jersey - 1.0%
1,255,000 New Jersey Economic Development Authority, Series A, 5.25%, 10/1/38 (144A) $    1,209,506
1,215,000 New Jersey Economic Development Authority, Charter Hatikvah International Academy, Series A, 5.25%, 7/1/37 (144A)      1,159,402
The accompanying notes are an integral part of these financial statements.
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Schedule of Investments | 2/29/24
(unaudited) (continued)
Principal
Amount
USD ($)
Value
New Jersey - (continued)
2,500,000 New Jersey Economic Development Authority, Charter Hatikvah International Academy, Series A, 5.375%, 7/1/47 (144A) $    2,319,575
7,205,000 New Jersey Economic Development Authority, Marion P. Thomas Charter School, Inc., Project, Series A, 5.375%, 10/1/50 (144A)     6,665,345
Total New Jersey    $ 11,353,828
New Mexico - 1.5%
16,135,000(e) County of Otero, Otero County Jail Project, Certificate Participation, 9.00%, 4/1/28 $   15,408,925
1,750,000 Lower Petroglyphs Public Improvement District, 5.00%, 10/1/48     1,638,665
Total New Mexico    $ 17,047,590
New York - 17.0%
375,000(d) Buffalo & Erie County Industrial Land Development Corp., 5.00%, 10/1/28 (144A) $       165,000
4,150,000(d) Buffalo & Erie County Industrial Land Development Corp., 5.00%, 10/1/38 (144A)      1,826,000
6,175,000 Chautauqua Tobacco Asset Securitization Corp., 5.00%, 6/1/48      5,944,611
9,250,000 Dutchess County Local Development Corp., Health Quest Systems Inc., Series B, 5.00%, 7/1/46      9,086,275
10,000,000(d) Erie County Industrial Development Agency, Galvstar LLC Project, Series A, 9.25%, 10/1/30      1,250,000
8,000,000(d) Erie County Industrial Development Agency, Galvstar LLC Project, Series B, 9.25%, 10/1/30      1,890,000
1,795,000(d) Erie County Industrial Development Agency, Galvstar LLC Project, Series C, 9.25%, 10/1/30        424,069
8,755,000 Erie Tobacco Asset Securitization Corp., Asset-Backed, Series A, 5.00%, 6/1/45      8,436,318
22,015,000 Nassau County Tobacco Settlement Corp., Asset-Backed, Series A-3, 5.00%, 6/1/35     20,862,074
15,020,000 Nassau County Tobacco Settlement Corp., Asset-Backed, Series A-3, 5.125%, 6/1/46     14,227,695
14,700,000 New York Counties Tobacco Trust IV, Series A, 5.00%, 6/1/42     14,222,250
5,700,000 New York Counties Tobacco Trust IV, Series A, 6.25%, 6/1/41 (144A)      5,700,228
24,455,000 New York Counties Tobacco Trust IV, Settlement pass through, Series A, 5.00%, 6/1/45     23,142,011
The accompanying notes are an integral part of these financial statements.
34Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/24
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Principal
Amount
USD ($)
Value
New York - (continued)
51,600,000(b) New York Counties Tobacco Trust V, Capital Appreciation Pass Through, Series 4A, 6/1/60 (144A) $    2,717,772
7,440,000 New York Counties Tobacco Trust VI, Series A-2B, 5.00%, 6/1/45      7,149,096
11,745,000 New York Counties Tobacco Trust VI, Settlement pass through, Series 2B, 5.00%, 6/1/51     11,180,888
2,625,000 Riverhead Industrial Development Agency, 7.65%, 8/1/34      2,626,628
26,890,000 TSASC, Inc., Series B, 5.00%, 6/1/45     25,616,758
29,980,000 TSASC, Inc., Series B, 5.00%, 6/1/48     27,031,467
9,000,000 Westchester County Local Development Corp., Purchase Senior Learning Community, 4.50%, 7/1/56 (144A)      7,475,130
5,000,000 Westchester County Local Development Corp., Purchase Senior Learning Community, Inc. Project, 5.00%, 7/1/36 (144A)     5,159,200
Total New York   $ 196,133,470
Ohio - 3.4%
35,100,000 Buckeye Tobacco Settlement Financing Authority, Senior Class 2, Series B-2, 5.00%, 6/1/55 $   33,405,372
980,000 Ohio Housing Finance Agency, Sanctuary Springboro Project, 5.125%, 1/1/32 (144A)        846,838
5,275,000 Ohio Housing Finance Agency, Sanctuary Springboro Project, 5.45%, 1/1/38 (144A)     4,428,890
Total Ohio    $ 38,681,100
Pennsylvania - 5.9%
1,000,000 Chester County Industrial Development Authority, Collegium Charter School, Series A, 5.125%, 10/15/37 $       964,890
2,535,000 Chester County Industrial Development Authority, Collegium Charter School, Series A, 5.25%, 10/15/47      2,335,724
8,465,000 Delaware County Industrial Development Authority, Chester Charter School Arts Project, Series A, 5.125%, 6/1/46 (144A)      7,920,447
1,205,000 Philadelphia Authority for Industrial Development, 5.00%, 4/15/32 (144A)      1,231,691
2,290,000 Philadelphia Authority for Industrial Development, 5.00%, 4/15/42 (144A)      2,256,268
3,335,000 Philadelphia Authority for Industrial Development, 5.00%, 4/15/52 (144A)      3,054,993
The accompanying notes are an integral part of these financial statements.
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Schedule of Investments | 2/29/24
(unaudited) (continued)
Principal
Amount
USD ($)
Value
Pennsylvania - (continued)
1,660,000 Philadelphia Authority for Industrial Development, 5.125%, 6/1/38 (144A) $    1,708,671
6,045,000(e) Philadelphia Authority for Industrial Development, 5.125%, 12/15/44 (144A)      5,616,349
3,500,000 Philadelphia Authority for Industrial Development, 5.25%, 6/1/48 (144A)      3,540,845
4,370,000 Philadelphia Authority for Industrial Development, 5.375%, 6/1/53 (144A)      4,394,341
9,435,000 Philadelphia Authority for Industrial Development, 5.50%, 6/1/49 (144A)      8,880,033
900,000 Philadelphia Authority for Industrial Development, Series A, 5.00%, 11/15/31        899,568
4,055,000 Philadelphia Authority for Industrial Development, 2800 American Street Co. Project, Series A, 5.625%, 7/1/48 (144A)      4,090,846
8,295,000 Philadelphia Authority for Industrial Development, Global Leadership Academy Charter School Project, Series A, 5.00%, 11/15/50      7,508,800
2,200,000 Philadelphia Authority for Industrial Development, Greater Philadelphia Health Action, Inc. Project, Series A, 6.50%, 6/1/45      2,150,786
2,940,000 Philadelphia Authority for Industrial Development, Greater Philadelphia Health Action, Inc., Project, Series A, 6.625%, 6/1/50      2,880,847
255,000 Philadelphia Authority for Industrial Development, Green Woods Charter School, Series A, 5.00%, 6/15/32        256,599
1,045,000 Philadelphia Authority for Industrial Development, Green Woods Charter School, Series A, 5.125%, 6/15/42      1,024,748
970,000 Philadelphia Authority for Industrial Development, Green Woods Charter School, Series A, 5.25%, 6/15/52        915,680
1,020,000 Philadelphia Authority for Industrial Development, Green Woods Charter School, Series A, 5.375%, 6/15/57        963,523
2,000,000 Philadelphia Authority for Industrial Development, Tacony Academy Charter school Project, 5.00%, 6/15/33 (144A)      2,025,320
The accompanying notes are an integral part of these financial statements.
36Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/24
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Principal
Amount
USD ($)
Value
Pennsylvania - (continued)
1,500,000 Philadelphia Authority for Industrial Development, Tacony Academy Charter school Project, 5.375%, 6/15/38 (144A) $    1,527,360
1,750,000 Philadelphia Authority for Industrial Development, Tacony Academy Charter school Project, 5.50%, 6/15/43 (144A)     1,767,482
Total Pennsylvania    $ 67,915,811
Puerto Rico - 1.7%
10,689,000(c) Commonwealth of Puerto Rico, Restructured Series A1, 4.00%, 7/1/46 $    9,591,988
6,685,000 Puerto Rico Electric Power Authority, Series AAA, 5.25%, 7/1/21      1,871,800
3,535,000 Puerto Rico Electric Power Authority, Series CCC, 4.80%, 7/1/28        989,800
1,285,000 Puerto Rico Electric Power Authority, Series CCC, 5.00%, 7/1/24        359,800
3,735,000 Puerto Rico Electric Power Authority, Series DDD, 5.00%, 7/1/23      1,045,800
3,315,000 Puerto Rico Electric Power Authority, Series TT, 5.00%, 7/1/21        928,200
1,000,000 Puerto Rico Electric Power Authority, Series WW, 5.00%, 7/1/28        280,000
1,130,000 Puerto Rico Electric Power Authority, Series ZZ, 4.75%, 7/1/27        316,400
4,000,000 Puerto Rico Highway & Transportation Authority, Series A, 5.85%, 3/1/27      3,950,800
665,000 Puerto Rico Industrial Tourist Educational Medical & Environmental Control Facilities Financing Authority, Series A, 5.20%, 7/1/24       669,276
Total Puerto Rico    $ 20,003,864
Rhode Island - 0.1%
2,065,000(d) Central Falls Detention Facility Corp., 7.25%, 7/15/35 $       826,000
Total Rhode Island       $ 826,000
Tennessee - 0.1%
1,095,000 Metropolitan Government Nashville & Davidson County Industrial Development Board, 4.00%, 6/1/51 (144A) $       917,938
Total Tennessee       $ 917,938
Texas - 4.3%
325,000 Arlington Higher Education Finance Corp., 3.50%, 3/1/24 (144A) $       325,000
The accompanying notes are an integral part of these financial statements.
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Table of Contents
Schedule of Investments | 2/29/24
(unaudited) (continued)
Principal
Amount
USD ($)
Value
Texas - (continued)
16,875,000 Arlington Higher Education Finance Corp., 5.45%, 3/1/49 (144A) $   17,764,819
100,000 Arlington Higher Education Finance Corp., Series A, 5.875%, 3/1/24        100,000
525,000 Arlington Higher Education Finance Corp., Series A, 6.625%, 3/1/29        526,186
375,000 Arlington Higher Education Finance Corp., Universal Academy, Series A, 7.00%, 3/1/34        375,656
7,030,000 Arlington Higher Education Finance Corp., Universal Academy, Series A, 7.125%, 3/1/44      7,031,195
160,000 City of Celina, 5.50%, 9/1/24        160,466
16,755,000(d)(e) Greater Texas Cultural Education Facilities Finance Corp., 8.00%, 2/1/50 (144A)     10,220,550
3,335,000(d)(e) Greater Texas Cultural Education Facilities Finance Corp., Series B, 8.00%, 2/1/33 (144A)      2,034,350
1,250,000(d) New Hope Cultural Education Facilities Finance Corp., Village On The Park, Series C, 5.50%, 7/1/46        250,000
1,000,000(d) New Hope Cultural Education Facilities Finance Corp., Village On The Park, Series C, 5.75%, 7/1/51        200,000
75,000(d) New Hope Cultural Education Facilities Finance Corp., Village On The Park, Series D, 6.00%, 7/1/26          7,500
1,350,000(d) New Hope Cultural Education Facilities Finance Corp., Village On The Park, Series D, 7.00%, 7/1/51        135,000
17,350,000(d) Sanger Industrial Development Corp., Texas Pellets Project, Series B, 8.00%, 7/1/38      4,272,437
8,142,447(d) Tarrant County Cultural Education Facilities Finance Corp., Series A, 5.75%, 12/1/54      5,292,591
1,000,000(e) Texas Midwest Public Facility Corp., Secure Treatment Facility Project, Restructured, 0.01%, 12/1/30       687,540
Total Texas    $ 49,383,290
Virginia - 4.9%
17,925,000 Tobacco Settlement Financing Corp., Series A-1, 6.706%, 6/1/46 $   15,456,010
33,495,000 Tobacco Settlement Financing Corp., Series B-1, 5.00%, 6/1/47     31,487,980
5,905,000(e) Tobacco Settlement Financing Corp., Series B-2, 5.20%, 6/1/46      5,904,941
14,000,000(b) Tobacco Settlement Financing Corp., Series D, 6/1/47     3,719,520
Total Virginia    $ 56,568,451
The accompanying notes are an integral part of these financial statements.
38Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/24
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Principal
Amount
USD ($)
Value
Wisconsin - 3.8%
2,500,000 Public Finance Authority, American Preparatory Academy - Las Vegas Project, Series A, 5.125%, 7/15/37 (144A) $    2,521,750
1,550,000 Public Finance Authority, Community School of Davidson Project, 5.00%, 10/1/33      1,567,499
5,905,000 Public Finance Authority, Community School of Davidson Project, 5.00%, 10/1/48      5,650,613
1,590,000 Public Finance Authority, Coral Academy Science Las Vegas, Series A, 5.625%, 7/1/44      1,600,351
370,000 Public Finance Authority, Coral Academy Science Reno, 5.00%, 6/1/29 (144A)        368,786
1,710,000 Public Finance Authority, Coral Academy Science Reno, 5.00%, 6/1/39 (144A)      1,640,916
2,660,000 Public Finance Authority, Coral Academy Science Reno, 5.00%, 6/1/50 (144A)      2,371,975
400,000 Public Finance Authority, Coral Academy Science Reno, Series A, 4.00%, 6/1/36 (144A)        362,604
700,000 Public Finance Authority, Coral Academy Science Reno, Series A, 4.00%, 6/1/51 (144A)        511,959
2,280,000 Public Finance Authority, Coral Academy Science Reno, Series A, 4.00%, 6/1/61 (144A)      1,574,454
335,000 Public Finance Authority, Coral Academy Science Reno, Series A, 5.375%, 6/1/37 (144A)        334,608
900,000 Public Finance Authority, Coral Academy Science Reno, Series A, 5.875%, 6/1/52 (144A)        895,005
1,565,000 Public Finance Authority, Coral Academy Science Reno, Series A, 6.00%, 6/1/62 (144A)      1,560,994
9,310,000 Public Finance Authority, Gardner Webb University, 5.00%, 7/1/31 (144A)      9,769,355
225,000 Public Finance Authority, Lead Academy Project, Series A, 4.25%, 8/1/26 (144A)        223,175
2,000,000 Public Finance Authority, Lead Academy Project, Series A, 5.00%, 8/1/36 (144A)      2,061,300
2,500,000 Public Finance Authority, Lead Academy Project, Series A, 5.125%, 8/1/46 (144A)      2,540,050
230,000 Public Finance Authority, Quality Education Academy Project, Series A, 5.25%, 7/15/33 (144A)        232,815
690,000 Public Finance Authority, Quality Education Academy Project, Series A, 6.00%, 7/15/43 (144A)        704,318
640,000 Public Finance Authority, Quality Education Academy Project, Series A, 6.25%, 7/15/53 (144A)        649,376
1,175,000 Public Finance Authority, Quality Education Academy Project, Series A, 6.50%, 7/15/63 (144A)      1,198,888
The accompanying notes are an integral part of these financial statements.
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Table of Contents
Schedule of Investments | 2/29/24
(unaudited) (continued)
Principal
Amount
USD ($)
Value
Wisconsin - (continued)
2,000,000 Public Finance Authority, SearStone CCRC Project, 4.00%, 6/1/41 (144A) $     1,584,960
1,500,000 Public Finance Authority, SearStone CCRC Project, Series A, 5.00%, 6/1/37 (144A)      1,435,800
2,500,000 Public Finance Authority, SearStone CCRC Project, Series A, 5.00%, 6/1/52 (144A)      2,075,150
10,640,000(b)(d) + Public Finance Authority, Springshire Pre-Development Project, 12/1/20 (144A)            -
Total Wisconsin    $ 43,436,701
Total Municipal Bonds
(Cost $1,248,176,327)
$1,115,116,187
Debtors in Possession Financing - 0.2%
of Net Assets#
Retirement Housing - 0.2%
9,000,000(d) + Springshire Retirement LLC - Promissory Note, 9.00%, 12/31/24 $     2,970,000
40,576 + The Oaks at Bartlett - Promissory Note, 14.00%, 12/1/24        40,576
Total Retirement Housing     $ 3,010,576
TOTAL DEBTORS IN POSSESSION FINANCING
(Cost $9,040,576)
    $ 3,010,576
TOTAL INVESTMENTS IN UNAFFILIATED ISSUERS - 97.1%
(Cost $1,257,216,903)
$1,118,126,763
OTHER ASSETS AND LIABILITIES - 2.9%    $ 32,941,819
net assets - 100.0% $ 1,151,068,582
AGM Assured Guaranty Municipal Corp.
(144A) The resale of such security is exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold normally to qualified institutional buyers. At February 29, 2024, the value of these securities amounted to $338,465,338, or 29.4% of net assets.
(a) Consists of Revenue Bonds unless otherwise indicated.
(b) Security issued with a zero coupon. Income is recognized through accretion of discount.
(c) Represents a General Obligation Bond.
(d) Security is in default.
(e) The interest rate is subject to change periodically. The interest rate and/or reference index and spread shown at February 29, 2024.
The accompanying notes are an integral part of these financial statements.
40Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/24
Table of Contents
+ Security is valued using significant unobservable inputs (Level 3).
# Securities are restricted as to resale.
Restricted Securities Acquisition date Cost Value
Springshire Retirement LLC - Promissory Note 12/1/2021 $9,000,000 $2,970,000
The Oaks at Bartlett - Promissory Note 2/6/2024 40,576 40,576
Total Restricted Securities $3,010,576
% of Net assets 0.2%
The concentration of investments as a percentage of total investments by type of obligation/market sector is as follows:
Revenue Bonds:
Tobacco Revenue 27.7%
Education Revenue 24.4
Health Revenue 23.4
Development Revenue 9.2
Water Revenue 2.3
Facilities Revenue 2.1
Transportation Revenue 0.9
Power Revenue 0.5
Industrial Revenue 0.3
Other Revenue 0.3
Pollution Control Revenue 0.1
91.2%
General Obligation Bonds: 8.8%
100.0%
Purchases and sales of securities (excluding short-term investments) for the six months ended February 29, 2024, aggregated $30,972,385 and $196,682,920, respectively.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/2441
Table of Contents
Schedule of Investments | 2/29/24
(unaudited) (continued)
Various inputs are used in determining the value of the Portfolio's investments. These inputs are summarized in the three broad levels below.
Level 1 - unadjusted 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.).
Level 3 - significant unobservable inputs (including the Adviser's own assumptions in determining fair value of investments).
The following is a summary of the inputs used as of February 29, 2024 in valuing the Portfolio's investments:
Level 1 Level 2 Level 3 Total
Municipal Bonds $- $1,115,116,187 $ -* $1,115,116,187
Debtors in Possession Financing - - 3,010,576 3,010,576
Total Investments in Securities $ - $ 1,115,116,187 $ 3,010,576 $ 1,118,126,763
* Securities valued at $0.
Transfers are calculated on the beginning of period values. During the period ended February 29, 2024, a security valued at $1,064,000 was transferred from Level 2 to Level 3, due to valuing the security using unobservable inputs. There were no other transfers in or out of Level 3 during the period.
The accompanying notes are an integral part of these financial statements.
42Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/24
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Statement of Assets and Liabilities | 2/29/24
(unaudited)
ASSETS:
Investments in unaffiliated issuers, at value (cost $1,257,216,903) $1,118,126,763
Cash 11,781,064
Receivables -
Proceeds from contributions 1,337,998
Interest 21,325,061
Other assets 322,149
Total assets $ 1,152,893,035
LIABILITIES:
Payables -
Value of withdrawals $ 1,709,272
Trustees' fees 12,053
Administrative expenses 29,931
Accrued expenses 73,197
Total liabilities $ 1,824,453
NET ASSETS:
Paid-in capital $1,164,332,127
Distributable earnings (loss) (13,263,545)
Net assets $ 1,151,068,582
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/2443
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Statement of Operations (unaudited)
FOR THE SIX MONTHS ENDED 2/29/24
INVESTMENT INCOME:
Interest from unaffiliated issuers $33,473,419
Total Investment Income $33,473,419
EXPENSES:
Administrative expenses $ 31,367
Custodian fees 5,420
Professional fees 64,772
Printing expense 12,775
Officers' and Trustees' fees 35,109
Insurance expense 10,649
Miscellaneous 584
Total expenses $ 160,676
Net investment income $33,312,743
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Reimbursement by the Adviser $ 56,738
Investments in unaffiliated issuers (9,338,325) $ (9,281,587)
Change in net unrealized appreciation (depreciation) on:
Investments in unaffiliated issuers $25,858,710
Net realized and unrealized gain (loss) on investments $16,577,123
Net increase in net assets resulting from operations $49,889,866
The accompanying notes are an integral part of these financial statements.
44Pioneer High Income Municipal Portfolio | Semiannual Report | 2/29/24
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Statements of Changes in Net Assets
Six Months
Ended
2/29/24
(unaudited)
Year
Ended
8/31/23
FROM OPERATIONS:
Net investment income (loss) $ 33,312,743 $ 77,181,556
Net realized gain (loss) on investments (9,281,587) (71,900,401)
Change in net unrealized appreciation (depreciation) on investments 25,858,710 (49,144,124)
Net increase (decrease) in net assets resulting from operations $ 49,889,866 $ (43,862,969)
FROM CAPITAL TRANSACTIONS:
Proceeds from contributions $ 153,475,852 $ 514,947,243
Value of withdrawals (365,086,822) (777,581,636)
Net decrease in net assets resulting from capital transactions $ (211,610,970) $ (262,634,393)
Net decrease in net assets $ (161,721,104) $ (306,497,362)
NET ASSETS:
Beginning of period $1,312,789,686 $1,619,287,048
End of period $ 1,151,068,582 $1,312,789,686
The accompanying notes are an integral part of these financial statements.
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Financial Highlights
Six Months
Ended
2/29/24
(unaudited)
Year
Ended
8/31/23
Year
Ended
8/31/22
12/21/20 to
8/31/21*
Total return 4.36%(a)(b) (2.71)% (9.34)% 6.30%(b)
Ratio of net expenses to average net assets 0.03%(c) 0.02% 0.02% 0.02%(c)
Ratio of net investment income (loss) to average net assets 5.56%(c) 5.35% 4.47% 3.07%(c)
Portfolio turnover rate 3%(b) 37% 38% 11%(b)(d)
Net assets, end of period (in thousands) $1,151,069 $1,312,790 $1,619,287 $2,054,850
* The Portfolio commenced operations on December 21, 2020.
(a) For the six months ended February 29, 2024, the Portfolio's total return includes a reimbursement by the Adviser (see Notes to the Financial Statements - Note 1B). The impact on the total return was less than 0.005%.
(b) Not annualized.
(c) Annualized.
(d) The portfolio turnover rate excludes purchases and sales from the transfer of assets from Pioneer High Income Municipal Fund (see Note 1).
The accompanying notes are an integral part of these financial statements.
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Notes to Financial Statements | 2/29/24
(unaudited)
1. Organization and Significant Accounting Policies
Pioneer High Income Municipal Portfolio (the "Portfolio") is a diversified series of Pioneer Core Trust I (the "Trust"), an open-end management investment company established as a Delaware statutory trust on October 14, 2020. The Portfolio is registered under the Investment Company Act of 1940, as amended (the "1940 Act") as a diversified, open-end management investment company. The investment objective of the Portfolio is to maximize total return through a combination of income that is exempt from regular federal income tax and capital appreciation.
The Declaration of Trust permits the Trustees to issue beneficial interests in the Portfolio. At February 29, 2024, all investors in the Portfolio were funds advised by the investment adviser of the Portfolio. At February 29, 2024, Pioneer High Income Municipal Fund owned approximately 99.999% of the Portfolio and Pioneer MAP - High Income Municipal Fund owned approximately 0.001% of the Portfolio. On December 21, 2020, the Pioneer High Income Municipal Fund transferred all of its investable assets, with a cost basis of $1,707,664,760 and a value of $1,760,998,235, to the Portfolio in exchange for an interest in the Portfolio. The transaction was structured to qualify as a tax-free exchange of assets.
Amundi Asset Management US, Inc., an indirect, wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc., serves as the Portfolio's investment adviser (the "Adviser"). Amundi Distributor US, Inc., an affiliate of the Adviser, serves as the Portfolio's placement agent.
The Portfolio is required to comply with Rule 18f-4 under the 1940 Act, which governs the use of derivatives by registered investment companies. Rule 18f-4 permits portfolios to enter into derivatives transactions (as defined in Rule 18f-4) and certain other transactions notwithstanding the restrictions on the issuance of "senior securities" under Section 18 of the 1940 Act. Rule 18f-4 requires a portfolio to establish and maintain a comprehensive derivatives risk management program, appoint a derivatives risk manager and comply with a relative or absolute limit on portfolio leverage risk calculated based on value-at-risk ("VaR"), unless the portfolio uses derivatives in only a limited manner (a "limited derivatives user"). The Portfolio is currently a limited derivatives user for purposes of Rule 18f-4.
The Portfolio is an investment company and follows investment company accounting and reporting guidance under U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). U.S. GAAP requires the management
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of the Portfolio 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 Portfolio in the preparation of its financial statements:
A. Security Valuation
Investments are stated at value, computed once daily, on each day the New York Stock Exchange ("NYSE") is open, as of the close of regular trading on the NYSE.
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.
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. The Adviser is designated as the valuation designee for the Portfolio pursuant to Rule 2a-5 under the 1940 Act. The Adviser's fair valuation team is responsible for monitoring developments that may impact fair valued securities.
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 Adviser 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 Portfolio's net asset value. Examples of a significant event might include political or economic
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news, corporate restructurings, natural disasters, terrorist activity or trading halts. Thus, the valuation of the Portfolio's securities may differ significantly from exchange prices, and such differences could be material.
B. Investment Income and Transactions
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.
During the six months ended February 29, 2024, the Portfolio realized a loss of $56,738 due to an operational error. The Adviser voluntarily reimbursed the Portfolio for this loss, which is reflected on the Statement of Operations as Reimbursement by the Adviser.
The Portfolio makes a daily allocation of its net investment income and realized and unrealized gains and losses from securities to its investors in proportion to their investment in the Portfolio.
C. Federal Income Taxes
The Portfolio is classified as a partnership for federal income tax purposes. As such, each investor in the Portfolio is treated as the owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Portfolio. Therefore, no federal income tax provision is required. It is intended that the Portfolio's assets will be managed so an investor in the Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code.
Management has analyzed the Portfolio's tax positions taken on income tax returns for all open tax years and has concluded no provision for income tax is required in the Portfolio's financial statements. The Portfolio's federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
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D. Risks
The value of securities held by the Portfolio 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, recessions, the spread of infectious illness or other public health issues, inflation, changes in interest rates, armed conflict such as between Russia and Ukraine or in the Middle East, sanctions against Russia, other nations or individuals or companies and possible countermeasures, 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. Inflation and interest rates have increased and may rise further. These circumstances could adversely affect the value and liquidity of the Portfolio's investments and negatively impact the Portfolio's performance.
The long-term impact of the COVID-19 pandemic and its subsequent variants on economies, markets, industries and individual issuers, are not known. Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets, reduced liquidity of many instruments, increased government debt, inflation, and disruptions to supply chains, consumer demand and employee availability, may continue for some time. Following Russia's invasion of Ukraine, Russian securities lost all, or nearly all, their market value. Other securities or markets could be similarly affected by past or future political, geopolitical or other events or conditions.
Governments and central banks, including the U.S. Federal Reserve, have taken extraordinary and unprecedented actions to support local and global economies and the financial markets. These actions have resulted in significant expansion of public debt, including in the U.S. The consequences of high public debt, including its future impact on the economy and securities markets, may not be known for some time.
The U.S. and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs, investment restrictions and adverse impacts on affected companies and securities. For example, the U.S. has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. Trade disputes may adversely affect the economies of the U.S. and its trading partners, as well as companies directly or indirectly affected and
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financial markets generally. If the political climate between the U.S. and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the Portfolio's assets may go down.
At times, the Portfolio's investments may represent industries or industry sectors that are interrelated or have common risks, making the Portfolio more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors.
Normally, the Portfolio invests at least 80% of its net assets (plus the amount of borrowings, if any, for investment purposes) in debt securities and other obligations issued by or on behalf of states, counties, municipalities, territories and possessions of the United States and the District of Columbia and their authorities, political subdivisions, agencies and instrumentalities, the interest on which is exempt from regular federal income tax ("municipal securities").
The municipal bond market can be susceptible to unusual volatility, particularly for lower-rated and unrated securities. Liquidity can be reduced unpredictably in response to overall economic conditions or credit tightening. Municipal issuers may be adversely affected by rising health care costs, increasing unfunded pension liabilities, and by the phasing out of federal programs providing financial support. Unfavorable conditions and developments relating to projects financed with municipal securities can result in lower revenues to issuers of municipal securities, potentially resulting in defaults. Issuers often depend on revenues from these projects to make principal and interest payments. The value of municipal securities can also be adversely affected by changes in the financial condition of one or more individual municipal issuers or insurers of municipal issuers, regulatory and political developments, tax law changes or other legislative actions, and by uncertainties and public perceptions concerning these and other factors. Municipal securities may be more susceptible to downgrades or defaults during recessions or similar periods of economic stress. Financial difficulties of municipal issuers may continue or get worse, particularly in the event of political, economic or market turmoil or a recession. To the extent the Portfolio invests significantly in a single state (including California, Illinois, New York and Indiana), city, territory (including Puerto Rico), or region, or in securities the payments on which are dependent upon a single project or source of revenues, or that relate to a sector or industry, including health care facilities, education,
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transportation, special revenues and pollution control, the Portfolio will be more susceptible to associated risks and developments.
The Portfolio invests in below-investment-grade (high-yield) debt securities and preferred stocks. Some of these high-yield securities may be convertible into equity securities of the issuer. Debt securities rated below-investment-grade are commonly referred to as "junk bonds" and are considered speculative with respect to the issuer's capacity to pay interest and repay principal. These securities involve greater risk of loss, are subject to greater price volatility, and may be less liquid and more difficult to value, especially during periods of economic uncertainty or change, than higher rated debt securities.
The market prices of the Portfolio's fixed income securities may fluctuate significantly when interest rates change. The value of your investment will generally go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities. For example, if interest rates increase by 1%, the value of a Portfolio's portfolio with a portfolio duration of ten years would be expected to decrease by 10%, all other things being equal. In recent years interest rates and credit spreads in the U.S. have been at historic lows. The U.S. Federal Reserve has raised certain interest rates, and interest rates may continue to go up. A general rise in interest rates could adversely affect the price and liquidity of fixed income securities. The maturity of a security may be significantly longer than its effective duration. A security's maturity and other features may be more relevant than its effective duration in determining the security's sensitivity to other factors affecting the issuer or markets generally, such as changes in credit quality or in the yield premium that the market may establish for certain types of securities (sometimes called "credit spread"). In general, the longer its maturity the more a security may be susceptible to these factors. When the credit spread for a fixed income security goes up, or "widens", the value of the security will generally go down.
If an issuer or guarantor of a security held by the Portfolio or a counterparty to a financial contract with the Portfolio defaults on its obligation to pay principal and/or interest, has its credit rating downgraded or is perceived to be less creditworthy, or the credit quality or value of any underlying assets declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Portfolio could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty.
With the increased use of technologies such as the Internet to conduct business, the Portfolio is susceptible to operational, information security
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and related risks. While the Portfolio'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 Portfolio cannot control the cybersecurity plans and systems put in place by service providers to the Portfolio such as the Portfolio's custodian and accounting agent, and the Portfolio's transfer agent. In addition, many beneficial owners of Portfolio shares hold them through accounts at broker-dealers, retirement platforms and other financial market participants over which neither the Portfolio nor the Adviser 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 the Adviser or the Portfolio's service providers or intermediaries have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Portfolio's ability to calculate its net asset value, impediments to trading, the inability of investors in the Portfolio to purchase or withdraw interests in the Portfolio, loss of or unauthorized access to private investor 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 Portfolio's registration statement on Form N-1A contains unaudited information regarding the Portfolio's principal risks. Please refer to that document when considering the Portfolio's principal risks.
E. Restricted Securities
Restricted Securities are subject to legal or contractual restrictions on resale. Restricted securities generally are resold in transactions exempt from registration under the Securities Act of 1933. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933.
Disposal of restricted investments may involve negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted investments held by the Portfolio at February 29, 2024 are listed in the Schedule of Investments.
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2. Management Agreement
The Adviser manages the Portfolio's portfolio. The Portfolio does not pay a management fee under the Portfolio's investment advisory agreement with the Adviser.
3. Compensation of Officers and Trustees
The Portfolio pays an annual fee to its Trustees. The Adviser reimburses the Portfolio for fees paid to the Interested Trustees. Except for the chief compliance officer, the Portfolio does not pay any salary or other compensation to its officers. The Portfolio pays a portion of the chief compliance officer's compensation for his services as the Portfolio's chief compliance officer. Amundi US pays the remaining portion of the chief compliance officer's compensation. For the six months ended February 29, 2024, the Portfolio paid $35,109 in Officers' and Trustees' compensation, which is reflected on the Statement of Operations as Officers' and Trustees' fees. At February 29, 2024, on its Statement of Assets and Liabilities, the Portfolio had a payable for Trustees' fees of $12,053 and a payable for administrative expenses of $29,931, which includes the payable for Officers' compensation.
4. Transfer Agent
BNY Mellon Investment Servicing (US) Inc. serves as the transfer agent to the Portfolio at negotiated rates.
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Approval of Renewal of Investment Management Agreement
Amundi Asset Management US, Inc. ("Amundi US") serves as the investment adviser to Pioneer High Income Municipal Portfolio (the "Fund") pursuant to an investment management agreement between Amundi US and the Fund. In order for Amundi US to remain the investment adviser of the Fund, the Trustees of the Fund, including a majority of the Fund's Independent Trustees, must determine annually whether to renew the investment management agreement for the Fund.
The contract review process began in January 2023 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 2023, July 2023 and September 2023. 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 2023, 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 2023, the Trustees, among other things, reviewed the Fund's management fees and total expense ratios, the financial statements of Amundi US and its parent companies, profitability analyses provided by Amundi US, and analyses from Amundi US as to possible economies of scale. The Trustees also reviewed the profitability of the institutional business of Amundi US as compared to that of Amundi US's fund management business, and considered the differences between the fees and expenses of the Fund and the fees and expenses of Amundi US's institutional accounts, as well as the different services provided by Amundi US to the Fund and to the institutional accounts. The Trustees further considered contract review materials, including additional materials received in response to the Trustees' request, in September 2023.
At a meeting held on September 19, 2023, based on their evaluation of the information provided by Amundi US and third parties, the Trustees of the Fund, including the Independent Trustees voting separately advised by independent counsel, unanimously approved the renewal of the investment
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management agreement for another year. In 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 Amundi US to the Fund, taking into account the investment objective and strategy of the Fund. The Trustees also reviewed Amundi US's investment approach for the Fund and its research process. The Trustees considered the resources of Amundi US and the personnel of Amundi US 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 Amundi US that are involved in Amundi US's services to the Fund, including Amundi US's compliance, risk management, and legal resources and personnel. The Trustees considered the compliance services being provided to the Fund by Amundi US and how Amundi US has addressed any compliance issues during the past year. The Trustees noted the substantial attention and high priority given by Amundi US's senior management to the Pioneer Fund complex, including with respect to the increasing regulation to which the Pioneer Funds are subject.
The Trustees considered that Amundi US 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, Amundi US is responsible for the administration of the Fund's business and other affairs. The Trustees considered that the Fund reimburses Amundi US its pro rata share of Amundi US's costs of providing administration services to the Pioneer Funds.
Based on these considerations, the Trustees concluded that the nature, extent and quality of services that had been provided by Amundi US 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 Amundi US and information comparing the Fund's performance with the performance of its peer group of funds, as classified by Morningstar, Inc. (Morningstar), and with the
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performance of the Fund's benchmark index. They also discuss the Fund's performance with Amundi US on a regular basis. The Trustees' regular reviews and discussions were factored into the Trustees' deliberations concerning the renewal of the investment management agreement.
Management Fee and Expenses
The Trustees considered that the Fund does not pay a management fee. The Trustees considered that the Fund is a master fund in a master-feeder structure in which each feeder fund investing in the Fund has the same investment objective and policies as the Fund. The Trustees considered that each feeder fund investing in the Fund pays a management fee directly to Amundi US for its management services to the feeder fund, or is offered through a separately managed account program in which participants pay fees to Amundi US or an affiliate for management of the separately managed account. The Trustees concluded that the fee and expense structure for the Fund was reasonable in relation to the nature and quality of services provided by Amundi US.
Profitability
The Trustees considered information provided by Amundi US regarding the profitability of Amundi US with respect to the advisory services provided by Amundi US to the Fund, including the methodology used by Amundi US in allocating certain of its costs to the management of the Fund. The Trustees also considered Amundi US's profit margin in connection with the overall operation of the Fund. They further reviewed the financial results, including the profit margins, realized by Amundi US from non-fund businesses. The Trustees considered Amundi US'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 Amundi US's profitability with respect to the management of the Fund was not unreasonable.
Economies of Scale
The Trustees considered Amundi US'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 investors. The Trustees recognize that economies of scale are difficult to identify and quantify, and that, among other factors that may be relevant, are the following: fee levels, expense subsidization, investment by Amundi US in research and analytical capabilities and Amundi US'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
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reductions in expenses. The Trustees concluded that economies of scale, if any, were being appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits that Amundi US 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 Amundi US and its affiliates. The Trustees further considered the revenues and profitability of Amundi US's businesses other than the Fund business. To the extent applicable, the Trustees also considered the benefits to the Fund and to Amundi US and its affiliates from the use of "soft" commission dollars generated by the Fund to pay for research and brokerage services.
The Trustees considered that Amundi US 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 $2.1 trillion in assets (including the Pioneer Funds). The Trustees considered that Amundi US's relationship with Amundi creates potential opportunities for Amundi US and Amundi that derive from Amundi US's relationships with the Fund, including Amundi's ability to market the services of Amundi US globally. The Trustees noted that Amundi US 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 Amundi US. The Trustees considered that Amundi US 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 Amundi US 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.
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Trustees, Officers and Service Providers
Trustees
Thomas J. Perna, Chairman
John E. Baumgardner, Jr.
Diane Durnin
Benjamin M. Friedman
Lisa M. Jones
Craig C. MacKay
Lorraine H. Monchak
Marguerite A. Piret*
Fred J. Ricciardi
Officers
Lisa M. Jones, President and
Chief Executive Officer
Marco Pirondini**
Executive Vice President
Anthony J. Koenig, Jr., Treasurer
and Chief Financial and
Accounting Officer
Christopher J. Kelley, Secretary and
Chief Legal Officer
Investment Adviser and Administrator
Amundi Asset Management US, Inc.
Custodian and Sub-Administrator
The Bank of New York Mellon Corporation
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Amundi Distributor US, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Transfer Agent
BNY Mellon Investment Servicing (US) 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 shareholders at www.amundi.com/us. This information is also available on the Securities and Exchange Commission's web site at www.sec.gov.
* Ms. Piret became a non-voting Advisory Trustee of the Pioneer Funds effective January 22, 2024.
** Marco Pirondini was appointed to serve as an Executive Vice President of the Fund and Chief Investment Officer of Amundi US, Inc., effective January 1, 2024.
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How to Contact Amundi
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
P.O. Box 534427
Pittsburgh, PA 15253-4427
Our toll-free fax 1-800-225-4240
Our internet e-mail address [email protected]
(for general questions about Amundi only)
Visit our web site: www.amundi.com/us
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission's web site at https://www.sec.gov.
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Amundi Asset Management US, Inc.
60 State Street
Boston, MA 02109
www.amundi.com/us
Securities offered through Amundi Distributor US, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
© 2024 Amundi Asset Management US, Inc. 32503-03-0424

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. Fred J. Ricciardi, 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 Amundi Asset Management US, 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 CATEGORY

SERVICE CATEGORY DESCRIPTION

SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES

I. AUDIT SERVICES Services that are directly related to performing the independent audit of the Funds

•  Accounting research assistance

•  SEC consultation, registration statements, and reporting

•  Tax accrual related matters

•  Implementation of new accounting standards

•  Compliance letters (e.g. rating agency letters)

•  Regulatory reviews and assistance regarding financial matters

•  Semi-annual reviews (if requested)

•  Comfort letters for closed end offerings

II. AUDIT-RELATED

SERVICES

Services which are not prohibited under Rule 210.2-01(C)(4) (the "Rule") and are related extensions of the audit services support the 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.)

•  AICPA attest and agreed-upon procedures

•  Technology control assessments

•  Financial reporting control assessments

•  Enterprise security architecture assessment

AUDIT COMMITTEE APPROVAL POLICY

AUDIT COMMITTEE REPORTING POLICY

•  "One-time"pre-approval for the audit period for all pre-approved specific service subcategories. Approval of the independent auditors as auditors for a Fund shall constitute pre approval for these services.

•  A summary of all such services and related fees reported at each regularly scheduled Audit Committee meeting.

•  "One-time"pre-approval for the fund fiscal year within a specified dollar limit for all pre-approved specific service subcategories

•  A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly.

•  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)

•  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 DESCRIPTION

SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES

III. TAX SERVICES Services which are not prohibited by the Rule, if an officer of the Fund determines that using the Fund's auditor to provide these services creates significant synergy in the form of efficiency, minimized disruption, or the ability to maintain a desired level of confidentiality.

•  Tax planning and support

•  Tax controversy assistance

•  Tax compliance, tax returns, excise tax returns and support

•  Tax opinions

AUDIT COMMITTEE APPROVAL POLICY

AUDIT COMMITTEE REPORTING POLICY

•  "One-time"pre-approval for the fund fiscal year within a specified dollar limit

•  A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly.

•  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)

•  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 DESCRIPTION

SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES

IV. OTHER SERVICES

A. SYNERGISTIC, UNIQUE QUALIFICATIONS

Services which are not prohibited by the Rule, if an officer of the Fund 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.

•  Business Risk Management support

•  Other control and regulatory compliance projects

AUDIT COMMITTEE APPROVAL POLICY

AUDIT COMMITTEE REPORTING POLICY

•  "One-time"pre-approval for the fund fiscal year within a specified dollar limit

•  A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly.

•  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)

•  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 DESCRIPTION

SPECIFIC PROHIBITED SERVICE SUBCATEGORIES

PROHIBITED SERVICES Services which result in the auditors losing independence status under the Rule. 1. Bookkeeping or other services related to the accounting records or financial statements of the audit 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

•  These services are not to be performed with the exception of the(*) services that may be permitted if they would not be subject to audit procedures at the audit client (as defined in rule 2-01(f)(4)) level the firm providing the service.

•  A summary of all services and related fees reported at each regularly scheduled Audit Committee meeting will serve as continual confirmation that has not provided any restricted services.

GENERAL AUDIT COMMITTEE APPROVAL POLICY:

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.

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.

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.

(i) A registrant identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form NCSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction must electronically submit to the Commission on a supplemental basis documentation that establishes that the registrant is not owned or controlled by a governmental entity in the foreign jurisdiction. The registrant must submit this documentation on or before the due date for this form. A registrant that is owned or controlled by a foreign governmental entity is not required to submit such documentation.

N/A

(j) A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4, identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, for each year in which the registrant is so identified, must provide the below disclosures. Also, any such identified foreign issuer that uses a variable-interest entity or any similar structure that results in additional foreign entities being consolidated in the financial statements of the registrant is required to provide the below disclosures for itself and its consolidated foreign operating entity or entities. A registrant must disclose:

(1) That, for the immediately preceding annual financial statement period, a registered public accounting firm that the PCAOB was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction, issued an audit report for the registrant;

N/A

(2) The percentage of shares of the registrant owned by governmental entities in the foreign jurisdiction in which the registrant is incorporated or otherwise organized;

N/A

(3) Whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting firm have a controlling financial interest with respect to the registrant; N/A

(4) The name of each official of the Chinese Communist Party who is a member of the board of directors of the registrant or the operating entity with respect to the registrant;

N/A

(5) Whether the articles of incorporation of the registrant (or equivalent organizing document) contains any charter of the Chinese Communist Party, including the text of any such charter.

N/A

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.

N/A

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.

N/A

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).

N/A

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 occurred during 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 period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

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.

(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

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, Principal Executive Officer

Date April 30, 2024

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, Principal Executive Officer

Date April 30, 2024

By (Signature and Title)* /s/ Anthony J. Koenig, Jr.

Anthony J. Koenig, Jr., Principal Financial Officer

Date April 30, 2024

*

Print the name and title of each signing officer under his or her signature.