OMB APPROVAL
                                                 OMB Number:       3235-0570
                                                 Expires:  August 31, 2013
                                                 Estimated average burden
                                                 hours per response.....18.9



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

                   CERTIFIED SHAREHOLDER REPORT OF REGISTERED
                        MANAGEMENT INVESTMENT COMPANIES



		Investment Company Act file number 811-21664

                            Pioneer Series Trust III
               (Exact name of registrant as specified in charter)


                       60 State Street, Boston, MA 02109
              (Address of principal executive offices) (ZIP code)


            Terrence J. Cullen, Pioneer Investment Management, Inc.,
                       60 State Street, Boston, MA 02109
                    (Name and address of agent for service)


Registrant's telephone number, including area code:  (617) 742-7825


Date of fiscal year end:  June 30


Date of reporting period:  July 1, 2010 through December 31, 2010


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 SHAREOWNERS.


Pioneer Cullen
Value Fund
--------------------------------------------------------------------------------
Semiannual Report | December 31, 2010
--------------------------------------------------------------------------------


Ticker Symbols:
Class A   CVFCX
Class B   CVFBX
Class C   CVCFX
Class R   CVRFX
Class Y   CVFYX
Class Z   CVFZX



[LOGO] PIONEER
       Investments(R)
<PAGE>



                        visit us: pioneerinvestments.com
<PAGE>

Table of Contents


<TABLE>
<S>                                                                           <C>
Letter to Shareowners                                                          2

Portfolio Management Discussion                                                4

Portfolio Summary                                                              7

Prices and Distributions                                                       8

Performance Update                                                             9

Comparing Ongoing Fund Expenses                                               15

Schedule of Investments                                                       17

Financial Statements                                                          24

Notes to Financial Statements                                                 34

Approval of Investment Advisory and Sub-Advisory Agreements                   43

Trustees, Officers and Service Providers                                      47
</TABLE>


                  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     1
<PAGE>

President's Letter

Dear Shareowner,

Throughout 2010, the U.S. economy moved forward on a slow path to recovery. But
with the memory of a deep recession still lingering, businesses and consumers
remained cautious about both investing and spending. While business
fundamentals showed signs of improvement, there was still a reluctance to hire,
and high unemployment remains a problem. Wary investors, concerned about risk,
gravitated towards cash and bonds, until a rally late in the year lifted equity
returns. We remain generally optimistic about the prospects for economic
recovery, although it may occur more slowly than many would like.

At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. This strategy has generally performed well for
many investors. Bond markets certainly rewarded investors in the first eleven
months of 2010. While the equity markets barely budged for those first eleven
months, valuations were inexpensive relative to bonds, compared with historic
levels, and represented potentially good value for long-term investors, many of
whom were rewarded in the subsequent late-year equity rally.

Pioneer has not changed the basic approach to investing that we have used for
more than 80 years. We remain focused on company fundamentals and risk
management. Our investment process is based on careful research into individual
companies, quantitative analysis, and active portfolio management. This
three-pillared process, which we apply to each of our portfolios, is supported
by an integrated team approach and is designed to carefully balance risk and
reward. Our experienced professionals devote themselves to the careful research
needed to identify investment opportunities in markets around the world.

Our advice, as always, is to work closely with a trusted financial advisor to
discuss your goals and work together to develop an investment strategy that
meets your individual needs. There is no single best strategy that works for
every investor.


2  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank
you for investing with Pioneer.

Sincerely,

/s/ Daniel K. Kingsbury

Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.


Any information in this shareowner report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.


                  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     3
<PAGE>

Portfolio Management Discussion | 12/31/10

Domestic stock prices surged in the final six months of 2010, with highly
speculative stocks generally outperforming shares of companies with stronger
balance sheets and more consistent earnings. In the following interview, James
P. Cullen, President of Cullen Capital Management, LLC, the Fund's subadviser,
reviews the factors that affected the performance of Pioneer Cullen Value Fund
during the six months ended December 31, 2010. Mr. Cullen oversees the team
responsible for the daily management of the Fund.

Q  How did the Fund perform during the six months ended December 31, 2010?

A  Pioneer Cullen Value Fund Class A shares returned 20.14% at net asset value
   during the six months ended December 31, 2010, while the Fund's benchmark,
   the Standard & Poor's 500 Index (the S&P 500), returned 23.27%. Over the
   same period, the average return of the 1080 mutual funds in Lipper's Large
   Cap Core Funds category was 22.41%.

Q  What were the principal factors that affected the Fund's performance during
   the six months ended December 31, 2010?

A  Equity prices surged higher in the second half of 2010 in a broad rally that
   was led by the shares of speculative, riskier companies. The value
   discipline, which we favor, in 2010 lagged the growth style for the fourth
   consecutive year. This is consistent with longer-term historical trends
   indicating that growth stocks typically outperform value stocks early in
   periods of economic recovery. However, over longer periods, value
   investments have tended to do better.

   The gains in the stock market during the second half of 2010 were in
   contrast to the shifting environment for equities in the first half of the
   year. While stocks started 2010 year in an upward move, the rally was
   stalled by concerns arising from the debt crisis in Greece, Ireland and
   several other European nations. Fears that debt problems in Europe could
   undermine the global economic recovery spread throughout the markets,
   especially affecting the stocks of companies either based in Europe or with
   major exposure there. The interventions of the European Central Bank and
   major European economic powers, led by Germany, appeared to calm the
   markets, however, setting the stage for the strong recovery in the final
   six months of the year.

   In the United States, investors appeared to have reasons for optimism.
   Leading economic indicators suggested that the domestic economic recovery
   was underway and corporations showed solid improvement in their earnings.


4  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

   Fiscal and monetary stimulus from the federal government seemed to reassure
   investors.

   Throughout the period, we maintained our fundamentally based discipline for
   the Fund, believing that our focus on quality companies selling at
   attractive prices ultimately would do well, despite temporary
   underperformance. We remained focused on low-priced stocks of companies
   with strong fundamentals and high dividends. While the stocks did well in
   absolute terms, they lagged the broader market. By the end of the year,
   however, we believed that the price differences (comparing
   price-to-earnings ratios of value and growth stocks) set up a very good
   scenario for improved relative performance by value stocks going forward.

Q  What types of investments most affected the Fund's benchmark-relative
   performance over the six months ended December 31, 2010?

A  The Fund was hurt by its investments in companies based in Europe or with
   significant exposure to Europe, as lingering doubts about the European
   credit crisis and a weakened euro currency undermined prices. In addition,
   stock selections in the information technology, financials and health care
   sectors tended to lag.

   The Fund did, however, have some excellent performers, especially in the
   energy and industrials groups. Among the Fund's energy selections, the top
   contributors included Ensco, the U.S.-based offshore drilling corporation;
   ConocoPhillips, an integrated energy company; Devon Energy, an independent
   oil and gas production corporation; Gazprom, the Russian natural gas and
   pipeline corporation; and PetroChina, the Chinese oil and gas production
   and marketing firm. As the global economy expanded, infrastructure
   development activities picked up, benefiting two engineering and
   construction holdings: Fluor, based in the U.S., and ABB, based in
   Switzerland. Other contributors included diversified industrials
   corporation United Technologies and automotive parts producer Borg Warner.

   Individual investments that held back results included Nokia, the Finnish
   telecommunication equipment corporation; diversified technology corporation
   Hewlett Packard; Bank of America; and Unilever, the global consumer staples
   corporation based in the United Kingdom. We sold the Fund's position in
   Nokia. In health care, the Fund's positions in Teva Pharmaceuticals and
   Covidien also underperformed and had a negative effect on
   benchmark-relative returns for the six-month period ended December 31,
   2010.

Q  What is your investment outlook?

A  We think the outlook is good for equities generally, and especially for
   value-based strategies. Equities in general are attractively priced
   relative to other

                  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     5
<PAGE>

   asset classes. After underperforming in recent years, value stocks look
   especially appealing to us, relative to growth stocks. In the long run,
   earnings drive stock performance, and we believe investors have a distinct
   opportunity in value stocks to be buying earnings at very good prices.

   We think it is possible that the stock market may undergo a temporary
   downturn in 2011, but we also believe that such a correction might be
   healthy and set the stage for the next move higher. American corporations
   now are enjoying the strongest recovery in earnings since World War II, and
   most of the negative economic indices -- such as jobs creation -- tend to
   be lagging indicators, reflecting past conditions rather than the future.
   The outlook appears particularly encouraging for those corporations exposed
   to global growth trends. One interesting, but overlooked, factor is that a
   significant portion of the profits of American corporations is derived from
   global business. Moreover, while most of the attention has been focused on
   the rapid growth of the largest emerging markets, notably China, India and
   Brazil, less understood is that the next 15 largest emerging market nations
   actually are growing faster and have more assets than the top three.

   We think we are seeing a strong and broad economic recovery, which is
   occurring at a time when corporations generally are in strong financial
   shape, with relatively little debt on their balance sheets. We think there
   are many opportunities in companies that have both the momentum and the
   resources to expand globally.

   As we pointed out earlier, the Fund's value investment style has been out
   of favor for the past four years. If history is any indication, however,
   this should be a good time to be invested in value stocks.


Please refer to the Schedule of Investments on pages 17-23 for a full listing
of Fund securities.

Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.

The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.

Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes.

6  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Portfolio Summary | 12/31/10

Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)


[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]

<TABLE>
<S>                                              <C>
U.S. Common Stocks                               64.7%
Temporary Cash Investments                        9.9%
Depositary Receipts for International Stocks     25.4%
</TABLE>



Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*

[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]

<TABLE>
<S>                                              <C>
Industrials                                      20.7%
Health Care                                      16.6%
Consumer Staples                                 16.5%
Financials                                       11.2%
Energy                                            9.0%
Information Technology                            8.8%
Telecommunication Services                        7.8%
Consumer Discretionary                            7.2%
Materials                                         2.2%
</TABLE>


10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)*

<TABLE>
<S>    <C>                                                                 <C>
    1. BorgWarner, Inc.                                                    3.81%
--------------------------------------------------------------------------------
    2. Bayer AG (A.D.R.)                                                   3.61
--------------------------------------------------------------------------------
    3. ConocoPhillips, Inc.                                                3.43
--------------------------------------------------------------------------------
    4. The Walt Disney Co.                                                 3.39
--------------------------------------------------------------------------------
    5. Chubb Corp.                                                         3.37
--------------------------------------------------------------------------------
    6. Microsoft Corp.                                                     3.33
--------------------------------------------------------------------------------
    7. Covidien, Ltd.                                                      3.18
--------------------------------------------------------------------------------
    8. Unilever NV                                                         3.16
--------------------------------------------------------------------------------
    9. PetroChina Co., Ltd. (A.D.R.)                                       3.16
--------------------------------------------------------------------------------
   10. United Technologies Corp.                                           3.15
--------------------------------------------------------------------------------
</TABLE>

* This list excludes temporary cash investments and derivative instruments. The
  portfolio is actively managed, and current holdings may be different. The
  holdings listed should not be considered recommendations to buy or sell any
  securities listed.


                  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     7
<PAGE>

Prices and Distributions | 12/31/10

Net Asset Value per Share
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
      Class            12/31/10           6/30/10
--------------------------------------------------------------------------------
<S>                    <C>                <C>
       A               $ 18.15            $ 15.26
--------------------------------------------------------------------------------
       B               $ 18.08            $ 15.13
--------------------------------------------------------------------------------
       C               $ 18.01            $ 15.09
--------------------------------------------------------------------------------
       R               $ 17.91            $ 15.08
--------------------------------------------------------------------------------
       Y               $ 18.20            $ 15.34
--------------------------------------------------------------------------------
       Z               $ 18.07            $ 15.22
--------------------------------------------------------------------------------
</TABLE>

Distributions per Share: 7/1/10-12/31/10
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                 Net Investment        Short-Term        Long-Term
      Class          Income          Capital Gains     Capital Gains
--------------------------------------------------------------------------------
<S>                 <C>                   <C>               <C>
       A            $ 0.1829              $ --              $ --
--------------------------------------------------------------------------------
       B            $ 0.0067              $ --              $ --
--------------------------------------------------------------------------------
       C            $ 0.0510              $ --              $ --
--------------------------------------------------------------------------------
       R            $ 0.1746              $ --              $ --
--------------------------------------------------------------------------------
       Y            $ 0.2539              $ --              $ --
--------------------------------------------------------------------------------
       Z            $ 0.2524              $ --              $ --
--------------------------------------------------------------------------------
</TABLE>

Index Definitions
--------------------------------------------------------------------------------
The Standard & Poor's 500 Index is a commonly used measure of the broad U.S.
stock market. Index returns assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. It is not possible
to invest directly in an index.

The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 million Investment" charts on pages 9-14.


8  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Performance Update | 12/31/10                                     Class A Shares

Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund at public offering price, compared
to that of the S&P 500 Index.


<TABLE>
 Average Annual Total Returns
 (As of December 31, 2010)
--------------------------------------------------------------------------------
                                         Net Asset       Public Offering
 Period                                  Value (NAV)     Price (POP)
--------------------------------------------------------------------------------
<S>                                      <C>             <C>
 10 Years                                6.44%           5.81%
 5 Years                                 2.13            0.92
 1 Year                                  9.98            3.64
--------------------------------------------------------------------------------
 Expense Ratio
 (Per prospectus dated November 1, 2010)
--------------------------------------------------------------------------------
                                         Gross           Net
--------------------------------------------------------------------------------
                                         1.17%           1.17%
--------------------------------------------------------------------------------
</TABLE>


Value of $10,000 Investment

[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
                                Pioneer Cullen          S&P 500
                                 Value Fund              Index
<S>                               <C>                   <C>
12/00                             $ 9,425               $10,000
                                  $ 9,627               $ 8,812
12/02                             $ 8,865               $ 6,866
                                  $12,239               $ 8,834
12/04                             $13,970               $ 9,794
                                  $15,833               $10,275
12/06                             $18,466               $11,896
                                  $19,726               $12,549
12/08                             $13,438               $ 7,907
                                  $15,993               $10,001
12/10                             $17,588               $11,509
</TABLE>

Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.

The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.

Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance shown for
Class A shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of Cullen Value Fund's single class, which has been restated to
reflect differences in any applicable sales charge (but not other differences
in expenses). If all expenses of the Fund were reflected, the performance would
be lower.

NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.

Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.

The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.


                  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     9
<PAGE>

Performance Update | 12/31/10                                     Class B Shares

Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.


<TABLE>
 Average Annual Total Returns
 (As of December 31, 2010)
--------------------------------------------------------------------------------
                                             If           If
 Period                                      Held         Redeemed
--------------------------------------------------------------------------------
<S>                                          <C>          <C>
 10 Years                                    5.88%        5.88%
 5 Years                                     1.21         1.21
 1 Year                                      8.96         4.96
--------------------------------------------------------------------------------
 Expense Ratio
 (Per prospectus dated November 1, 2010)
--------------------------------------------------------------------------------
                                             Gross         Net
--------------------------------------------------------------------------------
                                             2.05%        2.05%
--------------------------------------------------------------------------------
</TABLE>


Value of $10,000 Investment

[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
                                Pioneer Cullen          S&P 500
                                 Value Fund              Index
<S>                               <C>                   <C>
12/00                             $10,000               $10,000
                                  $10,213               $ 8,812
12/02                             $ 9,404               $ 6,866
                                  $12,984               $ 8,834
12/04                             $14,820               $ 9,794
                                  $16,676               $10,275
12/06                             $19,270               $11,896
                                  $20,415               $12,549
12/08                             $13,783               $ 7,907
                                  $16,255               $10,001
12/10                             $17,711               $11,509
</TABLE>

Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.

The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.

Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance shown for
Class B shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of Cullen Value Fund's single class, which has been restated to
reflect differences in any applicable sales charge (but not other differences
in expenses). If all expenses of the Fund were reflected, the performance would
be lower.

"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
results reflect the deduction of the maximum applicable contingent deferred
sales charge (CDSC). The maximum CDSC is 4% and declines over five years. 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 taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.


10  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Performance Update | 12/31/10                                     Class C Shares

Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.


<TABLE>
 Average Annual Total Returns
 (As of December 31, 2010)
--------------------------------------------------------------------------------
                                             If           If
 Period                                      Held         Redeemed
--------------------------------------------------------------------------------
<S>                                          <C>          <C>
 10 Years                                    5.96%        5.96%
 5 Years                                     1.36         1.36
 1 Year                                      9.19         9.19
--------------------------------------------------------------------------------
 Expense Ratio
 (Per prospectus dated November 1, 2010)
--------------------------------------------------------------------------------
                                             Gross        Net
--------------------------------------------------------------------------------
                                             1.92%        1.92%
--------------------------------------------------------------------------------
</TABLE>

Value of $10,000 Investment

[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
                                Pioneer Cullen          S&P 500
                                 Value Fund              Index
<S>                               <C>                   <C>
12/00                             $10,000               $10,000
                                  $10,213               $ 8,812
12/02                             $ 9,404               $ 6,866
                                  $12,984               $ 8,834
12/04                             $14,820               $ 9,794
                                  $16,678               $10,275
12/06                             $19,304               $11,896
                                  $20,471               $12,549
12/08                             $13,831               $ 7,907
                                  $16,339               $10,001
12/10                             $17,841               $11,509
</TABLE>


Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.

The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.

Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance shown for
Class C shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of Cullen Value Fund's single class, which has been restated to
reflect differences in any applicable sales charge (but not other differences
in expenses). If all expenses of the Fund were reflected, the performance would
be lower.

Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). "If Held" results represent the percent change in
net asset value per share. Returns would have been lower had sales charges been
reflected. All results are historical and assume the reinvestment of dividends
and capital gains. Other share classes are available for which performance and
expenses will differ.

Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.

The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     11
<PAGE>

Performance Update | 12/31/10                                     Class R Shares

Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.


<TABLE>
<S>                                      <C>        <C>
 Average Annual Total Returns
 (As of December 31, 2010)
--------------------------------------------------------------------------------
                                             If           If
 Period                                      Held         Redeemed
--------------------------------------------------------------------------------
 10 Years                                    5.97%        5.97%
 5 Years                                     1.74         1.74
 1 Year                                      9.67         9.67
--------------------------------------------------------------------------------
 Expense Ratio
 (Per prospectus dated November 1, 2010)
--------------------------------------------------------------------------------
                                             Gross        Net
--------------------------------------------------------------------------------
                                             1.85%        1.40%
--------------------------------------------------------------------------------
</TABLE>

Value of $10,000 Investment

[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
                                Pioneer Cullen          S&P 500
                                 Value Fund              Index
<S>                               <C>                   <C>
12/00                             $10,000               $10,000
                                  $10,162               $ 8,812
12/02                             $ 9,311               $ 6,866
                                  $12,791               $ 8,834
12/04                             $14,528               $ 9,794
                                  $16,383               $10,275
12/06                             $18,943               $11,896
                                  $20,179               $12,549
12/08                             $13,705               $ 7,907
                                  $16,286               $10,001
12/10                             $17,861               $11,509
</TABLE>

Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.

The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.

Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance shown for
Class R shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of the predecessor Cullen Value Fund's single class, which has been
restated to reflect the higher distribution and service fees of the Fund's
Class R shares.

The performance shown for Class R shares for the period from February 28, 2005,
to the commencement of operations of Class R shares on November 1, 2006, is
based on the performance of the Pioneer Cullen Value Fund's Class A shares,
reduced to reflect the higher distribution and service fees of Class R shares.
For the period after November 1, 2006, the actual performance of Class R shares
is reflected. Class R shares are not subject to sales charges and are available
for limited groups of eligible investors, including institutional investors.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses
will differ.

Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.

The net expense ratio reflects the contractual expense limitations currently in
effect through November 1, 2012, for Class R Shares. There can be no assurance
that Pioneer will extend the expense limitations 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 shareowner would pay on Fund distributions or the redemption of Fund
shares.


12  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Performance Update | 12/31/10                                     Class Y Shares

Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.


<TABLE>
 Average Annual Total Returns
 (As of December 31, 2010)
--------------------------------------------------------------------------------
                                            If           If
 Period                                     Held         Redeemed
--------------------------------------------------------------------------------
<S>                                         <C>          <C>
 10 Years                                    6.65%        6.65%
 5 Years                                     2.50         2.50
 1 Year                                     10.37        10.37
--------------------------------------------------------------------------------
 Expense Ratio
 (Per prospectus dated November 1, 2010)
--------------------------------------------------------------------------------
                                             Gross       Net
--------------------------------------------------------------------------------
                                             0.75%        0.75%
--------------------------------------------------------------------------------
</TABLE>

Value of $10,000 Investment

[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
                                Pioneer Cullen            S&P 500
                                 Value Fund                Index
<S>                              <C>                     <C>
12/00                            $ 5,000,000             $5,000,000
                                 $ 5,106,559             $4,406,196
12/02                            $ 4,701,998             $3,432,764
                                 $ 6,491,849             $4,416,843
12/04                            $ 7,409,839             $4,897,135
                                 $ 8,413,576             $5,137,447
12/06                            $ 9,850,172             $5,948,204
                                 $10,556,508             $6,274,737
12/08                            $ 7,217,161             $3,953,700
                                 $ 8,623,279             $5,000,318
12/10                            $ 9,517,747             $5,754,606
</TABLE>

Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.

The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.

Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance shown for
Class Y shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of the predecessor Cullen Value Fund's single class, which has not
been restated to reflect any differences in expenses. The predecessor Cullen
Value Fund had higher expenses than those of the Fund's Class Y shares.

Class Y shares are not subject to sales charges and are available for limited
groups of eligible investors, including institutional investors. All results
are historical and assume the reinvestment of dividends and capital gains.
Other share classes are available for which performance and expenses will
differ.

Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.

The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     13
<PAGE>

Performance Update | 12/31/10                                     Class Z Shares

Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Cullen Value Fund, compared to that of the S&P 500
Index.


<TABLE>
<S>                                      <C>        <C>
 Average Annual Total Returns
 (As of December 31, 2010)
--------------------------------------------------------------------------------
                                            If           If
 Period                                     Held         Redeemed
--------------------------------------------------------------------------------
<S>                                         <C>          <C>
 10 Years                                    6.25%        6.25%
 5 Years                                     1.77         1.77
 1 Year                                     10.38        10.38
--------------------------------------------------------------------------------
 Expense Ratio
 (Per prospectus dated November 1, 2010)
--------------------------------------------------------------------------------
                                             Gross        Net
--------------------------------------------------------------------------------
                                             0.80%        0.80%
--------------------------------------------------------------------------------
</TABLE>

Value of $10,000 Investment

[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]

<TABLE>
<CAPTION>
                                Pioneer Cullen           S&P 500
                                 Value Fund               Index
<S>                               <C>                    <C>
12/00                             $10,000                $10,000
                                  $10,213                $ 8,812
12/02                             $ 9,404                $ 6,866
                                  $12,984                $ 8,834
12/04                             $14,820                $ 9,794
                                  $16,796                $10,275
12/06                             $19,477                $11,896
                                  $20,570                $12,549
12/08                             $13,896                $ 7,907
                                  $16,609                $10,001
12/10                             $18,333                $11,509
</TABLE>

Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.

The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.

Pioneer Cullen Value Fund was created through the reorganization of the
predecessor Cullen Value Fund on February 28, 2005. The performance shown for
Class Z shares of the Fund from July 1, 2000, to February 25, 2005, is the
performance of the predecessor Cullen Value Fund's single class, which has not
been restated to reflect any differences in expenses. The predecessor Cullen
Value Fund had higher expenses than those of the Fund's Class Z shares.

Performance shown for Class Z shares for the period from February 28, 2005, to
the inception of Class Z shares on November 1, 2008, reflects the NAV
performance of the Pioneer Cullen Value Fund's Class A shares. The performance
does not reflect differences in expenses, including the Rule 12b-1 fees
applicable to Class A shares. Since fees for Class A shares are generally
higher than those of Class Z shares, the performance for Class Z shares prior
to their inception would have been higher than that shown. Class Z shares are
not subject to sales charges and are available for limited groups of eligible
investors, including institutional investors. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.

Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.

The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.


14  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Comparing Ongoing Fund Expenses

As a shareowner in the Fund, you incur two types of costs:

(1) ongoing costs, including management fees, distribution and/or service
    (12b-1) fees, and other Fund expenses; and

(2) transaction costs, including sales charges (loads) on purchase payments.

This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.


Using the Tables
--------------------------------------------------------------------------------
Actual Expenses


The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:

(1) Divide your account value by $1,000
    Example: an $8,600 account value [divided by] $1,000 = 8.6

(2) Multiply the result in (1) above by the corresponding share class's number
    in the third row under the heading entitled "Expenses Paid During Period"
    to estimate the expenses you paid on your account during this period.

Expenses Paid on a $1,000 Investment in Pioneer Cullen Value Fund

Based on actual returns from July 1, 2010, through December 31, 2010.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
 Share Class                    A                B                C                R                Y                Z
---------------------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>              <C>              <C>              <C>              <C>
 Beginning Account          $ 1,000.00       $ 1,000.00       $ 1,000.00       $ 1,000.00       $ 1,000.00       $ 1,000.00
 Value on 7/1/10
---------------------------------------------------------------------------------------------------------------------------
 Ending Account Value       $ 1,201.40       $ 1,195.40       $ 1,196.90       $ 1,203.00       $ 1,199.30       $ 1,203.90
 (after expenses)
 on 12/31/10
---------------------------------------------------------------------------------------------------------------------------
 Expenses Paid              $     6.38       $    11.51       $    10.35       $     4.44       $     7.76       $    12.60
 During Period*
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Expenses are equal to the Fund's annualized expense ratio of 1.15%, 2.08%,
  1.87%, 1.40%, 0.80%, and 0.76% for Class A, Class B, Class C, Class R, Class
  Y, and Class Z shares respectively, multiplied by the average account value
  over the period, multiplied by 184/365 (to reflect the one-half year
  period).


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     15
<PAGE>



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 Cullen Value Fund

Based on a hypothetical 5% per year return before expenses, reflecting the
period from July 1, 2010, through December 31, 2010.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
 Share Class                  A              B              C              R              Y              Z
---------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>
 Beginning Account        $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00
 Value on 7/1/10
---------------------------------------------------------------------------------------------------------------
 Ending Account Value     $ 1,019.41     $ 1,014.72     $ 1,015.78     $ 1,021.17     $ 1,018.15     $ 1,063.77
 (after expenses)
 on 12/31/10
---------------------------------------------------------------------------------------------------------------
 Expenses Paid            $     5.85     $    10.56     $     9.50     $     4.08     $     7.12     $    11.80
 During Period*
---------------------------------------------------------------------------------------------------------------
</TABLE>

* Expenses are equal to the Fund's annualized expense ratio of 1.15%, 2.08%,
  1.87%, 1.40%, 0.80%, and 0.76% for Class A, Class B, Class C, Class R, Class
  Y, and Class Z shares respectively, multiplied by the average account value
  over the period, multiplied by 184/365 (to reflect the one-half year
  period).


16  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Schedule of Investments | 12/31/10 (unaudited)


<TABLE>
<CAPTION>
--------------------------------------------------------------------
 Shares                                                 Value
--------------------------------------------------------------------
<S>             <C>                                   <C>
                COMMON STOCKS -- 92.5%
                ENERGY -- 8.4%
                Integrated Oil & Gas -- 8.4%
 2,481,400      ConocoPhillips, Inc.                  $  168,983,340
 4,690,600      Gazprom OAO (A.D.R.)*                    119,328,864
 1,182,072      Petrochina Co., Ltd. (A.D.R.)*(b)        155,430,647
                                                      --------------
                                                      $  443,742,851
                                                      --------------
                Total Energy                          $  443,742,851
--------------------------------------------------------------------
                MATERIALS -- 2.0%
                Diversified Metals & Mining -- 2.0%
 4,090,983      Anglo American Plc*(b)                $  106,815,566
                                                      --------------
                Total Materials                       $  106,815,566
--------------------------------------------------------------------
                CAPITAL GOODS -- 16.3%
                Aerospace & Defense -- 7.5%
 1,421,600      Boeing Co.                            $   92,773,616
 2,869,600      ITT Corp. (b)                            149,534,856
 1,971,000      United Technologies Corp.                155,157,120
                                                      --------------
                                                      $  397,465,592
--------------------------------------------------------------------
                Construction & Engineering -- 2.2%
 1,786,200      Fluor Corp. (b)                       $  118,353,612
--------------------------------------------------------------------
                Heavy Electrical Equipment -- 3.7%
 5,152,700      ABB, Ltd.                             $  115,678,115
16,600,000      Alstom SA*                                81,008,000
                                                      --------------
                                                      $  196,686,115
--------------------------------------------------------------------
                Industrial Conglomerates -- 2.9%
 1,794,850      3M Co.                                $  154,895,555
                                                      --------------
                Total Capital Goods                   $  867,400,874
--------------------------------------------------------------------
                TRANSPORTATION -- 2.9%
                Railroads -- 2.9%
   952,950      Canadian National Railway Co. (b)     $   63,342,587
 1,398,320      Canadian Pacific Railway, Ltd.            90,625,119
                                                      --------------
                                                      $  153,967,706
                                                      --------------
                Total Transportation                  $  153,967,706
--------------------------------------------------------------------
                AUTOMOBILES & COMPONENTS -- 3.5%
                Auto Parts & Equipment -- 3.5%
 2,597,000      BorgWarner, Inc.*(b)                  $  187,918,920
                                                      --------------
                Total Automobiles & Components        $  187,918,920
--------------------------------------------------------------------
                MEDIA -- 3.1%
                Movies & Entertainment -- 3.1%
 4,458,450      The Walt Disney Co. (b)               $  167,236,460
                                                      --------------
                Total Media                           $  167,236,460
--------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these financial statements.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     17
<PAGE>

Schedule of Investments | 12/31/10 (unaudited) (continued)


<TABLE>
<CAPTION>
-------------------------------------------------------------------------
 Shares                                                      Value
-------------------------------------------------------------------------
<S>             <C>                                        <C>
                FOOD, BEVERAGE & TOBACCO -- 12.5%
                Agricultural Products -- 1.8%
   797,500      Archer Daniels Midland Co.                 $   23,988,800
 1,088,200      Bunge, Ltd. (b)                                71,298,864
                                                           --------------
                                                           $   95,287,664
-------------------------------------------------------------------------
                Distillers & Vintners -- 2.4%
 1,722,300      Diageo Plc (A.D.R.)                        $  128,018,559
-------------------------------------------------------------------------
                Packaged Foods & Meats -- 8.3%
 4,732,600      Kraft Foods, Inc.                          $  149,124,226
 2,373,500      Nestle SA (A.D.R.)*                           139,609,270
 4,953,600      Unilever N.V. (b)                             155,543,040
                                                           --------------
                                                           $  444,276,536
                                                           --------------
                Total Food, Beverage & Tobacco             $  667,582,759
-------------------------------------------------------------------------
                HOUSEHOLD & PERSONAL PRODUCTS -- 2.7%
                Household Products -- 2.7%
 2,278,000      Kimberly-Clark Corp.                       $  143,605,120
                                                           --------------
                Total Household & Personal Products        $  143,605,120
-------------------------------------------------------------------------
                HEALTH CARE EQUIPMENT & SERVICES -- 2.9%
                Health Care Equipment -- 2.9%
 3,426,700      Covidien, Ltd.                             $  156,463,122
                                                           --------------
                Total Health Care Equipment & Services     $  156,463,122
-------------------------------------------------------------------------
                PHARMACEUTICALS & BIOTECHNOLOGY -- 12.4%
                Pharmaceuticals -- 12.4%
 2,983,000      Abbott Laboratories, Inc.                  $  142,915,530
 2,421,300      Bayer AG (A.D.R.)                             177,626,568
 5,117,200      Bristol-Myers Squibb Co.                      135,503,456
 2,159,500      Johnson & Johnson Co.                         133,565,075
 1,345,300      Teva Pharmaceutical Industries, Ltd.           70,130,489
                                                           --------------
                                                           $  659,741,118
                                                           --------------
                Total Pharmaceuticals & Biotechnology      $  659,741,118
-------------------------------------------------------------------------
                DIVERSIFIED FINANCIALS -- 7.3%
                Diversified Financial Services -- 6.1%
 4,952,300      Bank of America Corp.                      $   66,063,682
24,481,400      Citigroup, Inc.*                              115,797,022
 3,307,050      J.P. Morgan Chase & Co.                       140,285,061
                                                           --------------
                                                           $  322,145,765
-------------------------------------------------------------------------
                Investment Banking & Brokerage -- 1.2%
   387,750      Goldman Sachs Group, Inc.                  $   65,204,040
                                                           --------------
                Total Diversified Financials               $  387,349,805
-------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these financial statements.


18  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------
 Shares                                                     Value
------------------------------------------------------------------------
<S>             <C>                                       <C>
                INSURANCE -- 3.1%
                Property & Casualty Insurance -- 3.1%
  2,780,500     Chubb Corp. (b)                           $  165,829,020
                                                          --------------
                Total Insurance                           $  165,829,020
------------------------------------------------------------------------
                SOFTWARE & SERVICES -- 3.1%
                Systems Software -- 3.1%
  5,869,600     Microsoft Corp.                           $  163,879,232
                                                          --------------
                Total Software & Services                 $  163,879,232
------------------------------------------------------------------------
                TECHNOLOGY HARDWARE & EQUIPMENT -- 5.1%
                Computer Hardware -- 2.1%
  2,583,000     Hewlett-Packard Co.                       $  108,744,300
------------------------------------------------------------------------
                Technology Distributors -- 3.0%
  2,295,400     Arrow Electronics, Inc.*                  $   78,617,450
  2,488,700     Avnet, Inc.*                                  82,201,761
                                                          --------------
                                                          $  160,819,211
                                                          --------------
                Total Technology Hardware & Equipment     $  269,563,511
------------------------------------------------------------------------
                TELECOMMUNICATION SERVICES -- 7.2%
                Integrated Telecommunication Services -- 4.6%
  3,589,000     AT&T Corp.                                $  105,444,820
  3,900,000     Verizon Communications, Inc.                 139,542,000
                                                          --------------
                                                          $  244,986,820
------------------------------------------------------------------------
                Wireless Telecommunication Services -- 2.6%
  5,300,000     Vodafone Group Plc (A.D.R.) (b)           $  140,079,000
                                                          --------------
                Total Telecommunication Services          $  385,065,820
------------------------------------------------------------------------
                TOTAL COMMON STOCKS
                (Cost $4,197,743,128)                     $4,926,161,884
------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Principal
Amount
----------------------------------------------------------------------------------------------
<S>               <C>                                                           <C>
                  TEMPORARY CASH INVESTMENTS -- 10.1%
                  Repurchase Agreements -- 7.5%
$ 81,360,000      Barclays Plc, 0.10%, dated 12/31/10, repurchase price of
                  $81,360,000 plus accrued interest on 1/3/11 collateralized
                  by $82,987,727 U.S. Treasury Strip, 1.25%, 4/15/14            $   81,360,000
  30,180,000      BNP Paribas SA, 0.18%, dated 12/31/10, repurchase price
                  of $30,180,000 plus accrued interest on 1/3/11
                  collateralized by $30,783,600 Federal National Mortgage
                  Association, 4.0% - 5.5%, 8/1/37 - 11/1/40                        30,180,000
</TABLE>

The accompanying notes are an integral part of these financial statements.

                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     19
<PAGE>

Schedule of Investments | 12/31/10 (unaudited) (continued)


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Principal
Amount                                                                           Value
----------------------------------------------------------------------------------------------
<S>               <C>                                                          <C>
                  Repurchase Agreements -- (continued)
$ 36,180,000      BNP Paribas SA, 0.15%, dated 12/31/10, repurchase price
                  of $36,180,000 plus accrued interest on 1/3/11
                  collateralized by the following:
                    $4,387,615 U.S. Treasury Strip, 0.0%,
                    8/15/22 - 5/15/28
                    $3,862,176 U.S. Treasury Bond, 4.375%, 2/15/38
                    $28,653,809 U.S. Treasury Notes, 2.375%, 8/31/14           $   36,180,000
  36,180,000      Deutsche Bank, 0.18%, dated 12/31/10, repurchase price
                  of $36,180,000 plus accrued interest on 1/3/11
                  collateralized by the following:
                    $14,552,029 U.S. Treasury Strip, 0.0%, 2/15/36
                    $22,351,571 U.S. Treasury Inflation Protected Security,
                    0.0%, 8/15/22                                                  36,180,000
  39,180,000      JPMorgan, Inc., 0.25%, dated 12/31/10, repurchase price
                  of $39,180,000 plus accrued interest on 1/3/11
                  collateralized by $39,969,134 US Treasury Bill, 0.0%,
                  3/17/11                                                          39,180,000
  27,180,000      JPMorgan, Inc., 0.20%, dated 12/31/10, repurchase price
                  of $27,180,000 plus accrued interest on 1/3/11
                  collateralized by the following:
                    $27,723,872 Federal National Mortgage Association,
                    4.0% - 5.0%, 2/1/20 - 3/1/40                                   27,180,000
  79,360,000      RBC Capital Markets, Inc., 0.20%, dated 12/31/10,
                  repurchase price of $79,360,000 plus accrued interest on
                  1/3/11 collateralized by the following:
                    $6,854,178 Fannie Mae, 1.75%, 11/17/15
                    $33,947,300 Federal Farm Credit Bank, 1.70% - 4.33%,
                    10/28/16 - 4/20/20                                             79,360,000
  36,180,000      Societe Generale SA, 0.20%, dated 12/31/10, repurchase
                  price of $36,180,000 plus accrued interest on 1/3/11
                  collateralized by the following:
                    $35,098,157 U.S. Treasury Notes, 0.5%, 10/15/13
                    $1,805,447 U.S. Treasury Bill, 0.0%, 12/15/11                  36,180,000
  33,180,000      Societe Generale SA, 0.21%, dated 12/31/10, repurchase
                  price of $33,180,000 plus accrued interest on 1/3/11
                  collateralized by $33,843,600 Federal National Mortgage
                  Association, 4.5% - 6.5%, 6/1/33 - 1/1/40                        33,180,000
                                                                               --------------
                  Total Repurchase Agreements                                  $  398,980,000
---------------------------------------------------------------------------------------------
                  Securities Lending Collateral -- 2.6% (c)
                  Certificates of Deposit:
   3,964,263      Bank of Nova Scotia, 0.37%, 9/29/11                          $    3,964,263
   2,774,984      BBVA Group NY, 0.61%, 7/26/11                                     2,774,984
   2,891,692      BNP Paribas Bank NY, 0.1%, 1/3/11                                 2,891,692
   1,982,131      BNP Paribas Bank NY, 0.29%, 2/8/11                                1,982,131
   1,982,131      BNP Paribas Bank NY, 0.3%, 1/20/11                                1,982,131
</TABLE>

The accompanying notes are an integral part of these financial statements.


20  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Principal
Amount                                                                       Value
-----------------------------------------------------------------------------------------
<S>              <C>                                                       <C>
                 Certificates of Deposit: -- (continued)
$ 3,964,263      Canadian Imperial Bank of Commerce NY, 0.29%, 4/27/11     $    3,964,263
  3,964,263      DnB NOR Bank ASA NY, 0.25%, 3/7/11                             3,964,263
  1,982,008      National Australia Bank NY, 0.31%, 10/19/11                    1,982,008
  3,964,263      RaboBank Netherland NV NY, 0.31%, 8/8/11                       3,964,263
  3,964,263      Royal Bank of Canada NY, 0.44%, 12/2/11                        3,964,263
  1,982,131      SocGen NY, 0.30%, 2/10/11                                      1,982,131
  3,964,263      Westpac Banking Corp. NY, 0.44%, 12/6/11                       3,964,263
                                                                           --------------
                                                                           $   37,380,655
-----------------------------------------------------------------------------------------
                 Commercial Paper:
  2,378,558      American Honda Finance, 0.30%, 5/4/11                     $    2,378,558
  1,591,513      American Honda Finance, 1.05%, 6/20/11                         1,591,513
  1,456,238      Australia & New Zealand Banking Group, 0.89%, 8/4/11           1,456,238
  4,038,469      Caterpillar Financial Services Corp., 1.05%, 6/24/11           4,038,469
  4,360,689      CBA, 0.32%, 1/3/11                                             4,360,689
  1,188,952      CHARFD, 0.26%, 2/8/11                                          1,188,952
  1,981,656      FAIRPP, 0.27%, 2/2/11                                          1,981,656
  2,035,211      FAIRPP, 0.27%, 3/7/11                                          2,035,211
  3,964,596      Federal Home Loan Bank, 0.37%, 6/1/11                          3,964,596
  1,982,107      GE Corp., 0.34%, 1/26/11                                       1,982,107
  1,982,812      General Electric Capital Corp., 0.38%, 4/28/11                 1,982,812
    396,269      General Electric Capital Corp., 0.38%, 6/6/11                    396,269
  3,962,211      OLDLLC, 0.27%, 3/11/11                                         3,962,211
  3,962,674      SEB, 0.39%, 2/7/11                                             3,962,674
  4,757,089      SOCNAM, 0.1%, 1/3/11                                           4,757,089
  1,981,924      SOCNAM, 0.29%, 1/14/11                                         1,981,924
  2,377,051      STDFIN, 0.6%, 2/8/11                                           2,377,051
  3,963,382      STRAIT, 0.25%, 2/2/11                                          3,963,382
  1,981,998      TBLLC, 0.27%, 1/10/11                                          1,981,998
  1,981,656      TBLLC, 0.27%, 2/2/11                                           1,981,656
  3,964,263      Toyota Motor Credit Corp., 0.44%, 9/8/11                       3,964,263
  1,585,201      VARFUN, 0.26%, 2/14/11                                         1,585,201
  2,416,191      VARFUN, 0.27%, 1/20/11                                         2,416,191
  2,378,600      Wachovia, 0.40%, 3/22/11                                       2,378,600
  1,586,734      Wachovia, 0.42%, 10/15/11                                      1,586,734
                                                                           --------------
                                                                           $   64,256,044
-----------------------------------------------------------------------------------------
                 Tri-party Repurchase Agreements:
  5,787,824      Deutsche Bank Securities, Inc., 0.22%, 1/3/11             $    5,787,824
  7,928,526      HSBC Bank USA NA, 0.21%, 1/3/11                                7,928,526
 11,496,362      RBS Securities, Inc., 0.25%, 1/3/11                           11,496,362
                                                                           --------------
                                                                           $   25,212,712
-----------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these financial statements.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     21
<PAGE>

Schedule of Investments | 12/31/10 (unaudited) (continued)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------
 Shares                                                      Value
--------------------------------------------------------------------------
<S>             <C>                                        <C>
                Money Market Mutual Funds:
 6,342,819      Dreyfus Preferred Money Market Fund         $    6,342,819
 6,342,820      Fidelity Prime Money Market Fund                 6,342,820
                                                            --------------
                                                            $   12,685,639
                                                            --------------
                Total Securities Lending Collateral         $  139,535,050
--------------------------------------------------------------------------
                TOTAL TEMPORARY CASH INVESTMENTS
                (Cost $538,515,050)                         $  538,515,050
--------------------------------------------------------------------------
                TOTAL INVESTMENT IN SECURITIES -- 102.6%
                (Cost $4,736,258,178) (a)                   $5,464,676,934
--------------------------------------------------------------------------
                OTHER ASSETS AND LIABILITIES -- (2.6)%      $ (136,239,132)
--------------------------------------------------------------------------
                TOTAL NET ASSETS -- 100.0%                  $5,328,437,802
--------------------------------------------------------------------------
</TABLE>

(A.D.R.) American Depositary Receipt.


*   Non-income producing security.


(a)   At December 31, 2010, the net unrealized gain on investments based on
      cost for federal income tax purposes of $4,736,651,313 was as follows:



<TABLE>
<S>                                                                                <C>
       Aggregate gross unrealized gain for all investments in which there is an
         excess of value over tax cost                                             $770,446,770
       Aggregate gross unrealized loss for all investments in which there is an
         excess of tax cost over value                                              (42,421,149)
                                                                                   ------------
       Net unrealized gain                                                         $728,025,621
                                                                                   ============
</TABLE>

(b)   At December 31, 2010, the following securities were out on loan:



<TABLE>
<CAPTION>
-----------------------------------------------------------------
    Shares         Security                           Value
-----------------------------------------------------------------
<S>               <C>                                <C>
      350,000     Anglo American Plc*                $  9,138,500
       73,100     BorgWarner, Inc.*                     5,289,516
      285,400     Bunge, Ltd.                          18,699,408
    1,200,000     Canadian National Railway Co.        79,764,001
          500     Chubb Corp.                              29,820
       49,000     Fluor Corp.                           3,246,740
       15,400     ITT Corp.                               802,494
       18,100     Petrochina Co., Ltd. (A.D.R.)*        2,379,969
      109,800     Unilever N.V.                         3,447,720
      593,300     Vodafone Group Plc (A.D.R.)          15,680,919
       12,900     The Walt Disney Co.                     483,879
-----------------------------------------------------------------
                  Total                              $138,962,966
-----------------------------------------------------------------
</TABLE>

(c)   Securities lending collateral is managed by Credit Suisse AG, New York
      Branch.

Purchases and sales of securities (excluding temporary cash investments) for
the six months ended December 31, 2010 aggregated $314,833,719 and
$611,120,501, respectively.


The accompanying notes are an integral part of these financial statements.


22  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.


Highest priority is given to Level 1 inputs and lowest priority is given to
Level 3.


     Level 1 -- quoted prices in active markets for identical securities
     Level 2 -- other significant observable inputs (including quoted prices for
                similar securities, interest rates, prepayment speeds, credit
                risk, etc.)
     Level 3 -- significant unobservable inputs (including the Fund's own
                assumptions in determining fair value of investments)


The following is a summary of the inputs used as of December 31, 2010, in
valuing the Fund's assets:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                 Level 1             Level 2          Level 3      Total
------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>              <C>          <C>
 Common Stocks                  $4,926,161,884      $         --         $--      $4,926,161,884
 Temporary Cash Investments                 --       525,829,411          --         525,829,411
 Money Market Mutual Funds          12,685,639                --          --          12,685,639
------------------------------------------------------------------------------------------------
 Total                          $4,938,847,523      $525,829,411         $--       5,464,676,934
------------------------------------------------------------------------------------------------
</TABLE>


The accompanying notes are an integral part of these financial statements.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     23
<PAGE>

Statement of Assets and Liabilities | 12/31/10 (unaudited)

<TABLE>
<S>                                                                         <C>
ASSETS:
  Investment in securities (including securities loaned of $138,962,966)
   (cost $4,736,258,178)                                                     $5,464,676,934
  Cash                                                                           21,319,050
  Receivables --
   Fund shares sold                                                              10,755,197
   Dividends and interest                                                         9,329,212
  Other                                                                             131,430
-------------------------------------------------------------------------------------------
     Total assets                                                            $5,506,211,823
-------------------------------------------------------------------------------------------
LIABILITIES:
  Payables --
   Investment securities purchased                                           $   29,303,514
   Fund shares repurchased                                                        7,808,383
   Due to Pioneer Investment Management, Inc.                                           664
   Upon return of securities loaned                                             139,535,050
  Due to affiliates                                                                 953,327
  Accrued expenses                                                                  173,083
-------------------------------------------------------------------------------------------
     Total liabilities                                                       $  177,774,021
-------------------------------------------------------------------------------------------
NET ASSETS:
  Paid-in capital                                                            $5,257,386,431
  Undistributed net investment income                                             5,869,441
  Accumulated net realized loss on investments                                 (663,236,826)
  Net unrealized gain on investments                                            728,418,756
-------------------------------------------------------------------------------------------
     Total net assets                                                        $5,328,437,802
-------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
  Class A (based on $2,234,060,274/123,086,542 shares)                       $        18.15
  Class B (based on $65,290,059/3,610,613 shares)                            $        18.08
  Class C (based on $471,090,482/26,163,390 shares)                          $        18.01
  Class R (based on $36,161,764/2,019,007 shares)                            $        17.91
  Class Y (based on $2,485,812,291/136,582,159 shares)                       $        18.20
  Class Z (based on $36,022,932/1,993,651 shares)                            $        18.07
MAXIMUM OFFERING PRICE:
  Class A ($18.15 [divided by] 94.25%)                                       $        19.26
===========================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.


24  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Statement of Operations (unaudited)

For the Six Months Ended 12/31/10

<TABLE>
<S>                                                           <C>               <C>
INVESTMENT INCOME:
  Dividends (net of foreign taxes withheld of $1,506,228)     $52,770,379
  Interest                                                        277,796
  Income from securities loaned, net                              184,583
--------------------------------------------------------------------------------------------
     Total investment income                                                    $ 53,232,758
--------------------------------------------------------------------------------------------
EXPENSES:
  Management fees                                             $15,335,794
  Transfer agent fees
   Class A                                                      1,091,894
   Class B                                                         68,801
   Class C                                                        273,770
   Class R                                                         39,353
   Class Y                                                        320,653
   Class Z                                                         10,576
  Distribution fees
   Class A                                                      2,721,298
   Class B                                                        324,959
   Class C                                                      2,295,593
   Class R                                                         78,998
  Shareholder communication expense                             2,798,702
  Administrative reimbursements                                   813,086
  Custodian fees                                                   45,613
  Registration fees                                               118,058
  Professional fees                                               122,341
  Printing expense                                                 40,913
  Fees and expenses of nonaffiliated trustees                      65,116
  Miscellaneous                                                   320,174
--------------------------------------------------------------------------------------------
     Total expenses                                                             $ 26,885,692
     Less fees waived and expenses reimbursed by Pioneer
       Investment Management, Inc.                                                   (44,955)
--------------------------------------------------------------------------------------------
     Net expenses                                                               $ 26,840,737
--------------------------------------------------------------------------------------------
       Net investment income                                                    $ 26,392,021
--------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
  Net realized gain on investments                                              $ 17,432,692
--------------------------------------------------------------------------------------------
  Change in net unrealized gain on investments                                  $864,510,924
--------------------------------------------------------------------------------------------
   Net gain on investments                                                      $881,943,616
--------------------------------------------------------------------------------------------
   Net increase in net assets resulting from operations                         $908,335,637
============================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     25
<PAGE>

Statements of Changes in Net Assets

For the Six Months Ended 12/31/10 and the Year Ended 6/30/10, respectively

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                 Six Months
                                                                 Ended
                                                                 12/31/10           Year Ended
                                                                 (unaudited)        6/30/10
---------------------------------------------------------------------------------------------------
<S>                                                              <C>                <C>
FROM OPERATIONS:
Net investment income                                            $   26,392,021     $   53,114,250
Net realized gain (loss) on investments                              17,432,692       (126,283,612)
Change in net unrealized gain (loss) on investments                 864,510,924        390,539,865
---------------------------------------------------------------------------------------------------
   Net increase in net assets resulting from operations          $  908,335,637     $  317,370,503
---------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
   Class A ($0.18 and $0.17 per share, respectively)             $  (22,372,948)    $  (23,150,458)
   Class B ($0.01 and $0.03 per share, respectively)                    (24,296)          (132,347)
   Class C ($0.05 and $0.06 per share, respectively)                 (1,335,658)        (1,709,141)
   Class R ($0.17 and $0.19 per share, respectively)                   (345,314)          (184,228)
   Class Y ($0.25 and $0.23 per share, respectively)                (34,305,744)       (26,651,473)
   Class Z ($0.25 and $0.24 per share, respectively)                   (486,529)          (328,300)
---------------------------------------------------------------------------------------------------
     Total distributions to shareowners                          $  (58,870,489)    $  (52,155,947)
---------------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares                                 $  643,077,004     $2,127,061,675
Reinvestment of distributions                                        51,858,319         44,092,241
Cost of shares repurchased                                         (767,232,443)    (1,646,403,079)
---------------------------------------------------------------------------------------------------
   Net increase (decrease) in net assets resulting from Fund
     share transactions                                          $  (72,297,120)    $  524,750,837
---------------------------------------------------------------------------------------------------
   Net increase in net assets                                    $  777,168,028     $  789,965,393
NET ASSETS:
Beginning of period                                               4,551,269,774      3,761,304,381
---------------------------------------------------------------------------------------------------
End of period                                                    $5,328,437,802     $4,551,269,774
---------------------------------------------------------------------------------------------------
Undistributed net investment income                              $    5,869,441     $   38,347,909
===================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.


26  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                 '10 Shares       '10 Amount        6/10 Shares      6/10 Amount
                                (unaudited)      (unaudited)
----------------------------------------------------------------------------------------------------
<S>                             <C>              <C>               <C>              <C>
Class A
Shares sold                         12,687,312    $  213,605,330       49,600,466    $  798,944,434
Reinvestment of distributions        1,139,945        20,655,782        1,231,283        20,426,945
Less shares repurchased            (23,590,796)     (398,926,950)     (60,856,559)     (975,331,744)
----------------------------------------------------------------------------------------------------
   Net decrease                     (9,763,539)   $ (164,665,838)     (10,024,810)   $ (155,960,365)
====================================================================================================
Class B
Shares sold                             39,409    $      669,248          461,714    $    7,271,995
Reinvestment of distributions            1,138            20,538            6,508           107,492
Less shares repurchased               (555,898)       (9,301,081)      (1,206,086)      (19,335,209)
----------------------------------------------------------------------------------------------------
   Net decrease                       (515,351)   $   (8,611,295)        (737,864)   $  (11,955,722)
====================================================================================================
Class C
Shares sold                          1,353,014    $   22,647,064        5,953,584    $   95,177,045
Reinvestment of distributions           56,039         1,007,517           77,325         1,272,678
Less shares repurchased             (3,894,812)      (64,812,328)      (7,748,374)     (124,088,582)
----------------------------------------------------------------------------------------------------
   Net decrease                     (2,485,759)   $  (41,157,747)      (1,717,465)   $  (27,638,859)
====================================================================================================
Class R
Shares sold                            505,765    $    8,402,940        1,317,664    $   21,611,083
Reinvestment of distributions           17,959           321,116           10,043           164,809
Less shares repurchased               (204,065)       (3,431,491)        (299,824)       (4,837,658)
----------------------------------------------------------------------------------------------------
   Net increase                        319,659    $    5,292,565        1,027,883    $   16,938,234
====================================================================================================
Class Y
Shares sold                         22,848,330    $  388,812,229       72,410,857    $1,171,794,192
Reinvestment of distributions        1,623,333        29,495,973        1,321,681        21,979,546
Less shares repurchased            (16,571,970)     (282,148,348)     (31,717,750)     (515,351,094)
----------------------------------------------------------------------------------------------------
   Net increase                      7,899,693    $  136,159,854       42,014,788    $  678,422,644
====================================================================================================
Class Z
Shares sold                            527,238    $    8,940,193        2,017,705    $   32,262,926
Reinvestment of distributions           19,822           357,393            8,521           140,771
Less shares repurchased               (515,320)       (8,612,245)        (466,223)       (7,458,792)
----------------------------------------------------------------------------------------------------
   Net increase                         31,740    $      685,341        1,560,003    $   24,944,905
====================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     27
<PAGE>

Financial Highlights

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                        Six Months
                                                        Ended          Year         Year         Year         Year         Year
                                                        12/31/10       Ended        Ended        Ended        Ended        Ended
                                                        (unaudited)    6/30/10      6/30/09      6/30/08      6/30/07      6/30/06
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>          <C>          <C>          <C>          <C>
Class A
Net asset value, beginning of period                    $    15.26     $    14.15   $    18.97   $    21.21   $    18.28   $  16.19
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
 Net investment income                                  $     0.10     $     0.19   $     0.22   $     0.24   $     0.26   $   0.14
 Net realized and unrealized gain (loss) on investments       2.97           1.09        (4.86)       (2.16)        2.86       2.23
------------------------------------------------------------------------------------------------------------------------------------
   Net increase (decrease) from investment operations   $     3.07     $     1.28   $    (4.64)  $    (1.92)  $     3.12   $   2.37
Distributions to shareowners:
 Net investment income                                       (0.18)         (0.17)       (0.18)       (0.27)       (0.18)     (0.06)
 Net realized gain                                              --             --           --        (0.05)       (0.01)     (0.22)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value              $     2.89     $     1.11   $    (4.82)  $    (2.24)  $     2.93   $   2.09
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                          $    18.15     $    15.26   $    14.15   $    18.97   $    21.21   $  18.28
====================================================================================================================================
Total return*                                                20.14%          8.95%      (24.41)%      (9.22)%      17.13%     14.73%
Ratio of net expenses to average net assets+                  1.15%**        1.17%        1.18%        1.09%        1.09%      1.15%
Ratio of net investment income to average net assets+         0.97%**        1.08%        1.63%        1.28%        1.67%      1.57%
Portfolio turnover rate                                         14%**          12%          19%          13%          15%        21%
Net assets, end of period (in thousands)                $2,234,060     $2,027,653   $2,021,300   $2,224,629   $1,828,453   $809,593
Ratios with no reimbursement of fees and assumption
 of expenses by the Adviser and no reduction for fees
 paid indirectly:
 Net expenses                                                 1.15%**        1.17%        1.18%        1.09%        1.09%      1.15%
 Net investment income                                        0.97%**        1.08%        1.63%        1.28%        1.67%      1.57%
Ratios with reimbursement of fees and assumption of
 expenses by the Adviser and reduction for fees paid
 indirectly:
 Net expenses                                                 1.15%**        1.17%        1.18%        1.09%        1.08%      1.15%
 Net investment income                                        0.97%**        1.08%        1.63%        1.29%        1.68%      1.57%
====================================================================================================================================
</TABLE>

*  Assumes initial investment at net asset value at the beginning of each
   period, reinvestment of all distributions, the complete redemption of the
   investment at net asset value at the end of each period, and no sales
   charges. Total return would be reduced if sales charges were taken into
   account.
** Annualized.
+  Ratios with no reduction for fees paid indirectly.

The accompanying notes are an integral part of these financial statements.


28  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                          Six Months
                                                          Ended        Year       Year       Year         Year         Year
                                                          2/31/10      Ended      Ended      Ended        Ended        Ended
                                                          unaudited)   6/30/10    6/30/09    6/30/08      6/30/07      6/30/06
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                       C>           <C>        <C>        <C>          <C>          <C>
Class B
Net asset value, beginning of period                      $ 15.13      $ 14.03    $ 18.75    $  20.96     $  18.11     $ 16.15
-------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
 Net investment income                                    $  0.02      $  0.06    $  0.12    $   0.08     $   0.10     $  0.04
 Net realized and unrealized gain (loss) on investments      2.94         1.07      (4.83)      (2.16)        2.81        2.16
-------------------------------------------------------------------------------------------------------------------------------
   Net increase (decrease) from investment operations     $  2.96      $  1.13    $ (4.71)   $  (2.08)    $   2.91     $  2.20
Distributions to shareowners:
 Net investment income                                      (0.01)       (0.03)     (0.01)      (0.08)       (0.05)      (0.02)
 Net realized gain                                             --           --         --       (0.05)       (0.01)      (0.22)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value                $  2.95      $  1.10    $ (4.72)   $  (2.21)    $   2.85     $  1.96
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                            $ 18.08      $ 15.13    $ 14.03    $  18.75     $  20.96     $ 18.11
===============================================================================================================================
Total return*                                               19.54%        8.03%    (25.12)%     (9.99)%      16.09%      13.66%
Ratio of net expenses to average net assets+                 2.08%**      2.05%      2.12%       1.93%        2.00%       2.09%
Ratio of net investment income to average net assets+        0.05%**      0.19%      0.66%       0.44%        0.75%       0.56%
Portfolio turnover rate                                        14%**        12%        19%         13%          15%         21%
Net assets, end of period (in thousands)                  $65,290      $62,428    $68,240    $104,145     $112,795     $62,860
Ratios with no waiver of fees and assumption of
 expenses by the Adviser and no reduction for fees paid
 indirectly:
 Net expenses                                                2.09%**      2.05%      2.12%       1.93%        2.00%       2.09%
 Net investment income                                       0.04%**      0.19%      0.66%       0.44%        0.75%       0.56%
Ratios with waiver of fees and assumption of expenses
 by the Adviser and reduction for fees paid indirectly:
 Net expenses                                                2.08%**      2.05%      2.11%       1.92%        1.99%       2.09%
 Net investment income                                       0.05%**      0.19%      0.67%       0.45%        0.76%       0.56%
===============================================================================================================================
</TABLE>

*  Assumes initial investment at net asset value at the beginning of each
   period, reinvestment of all distributions, the complete redemption of the
   investment at net asset value at the end of each period, and no sales
   charges. Total return would be reduced if sales charges were taken into
   account.
** Annualized.
+  Ratios with no reduction for fees paid indirectly.

The accompanying notes are an integral part of these financial statements.


                  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10    29
<PAGE>

Financial Highlights (continued)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                          Six Months
                                                          Ended         Year        Year        Year         Year         Year
                                                          12/31/10      Ended       Ended       Ended        Ended        Ended
                                                          (unaudited)   6/30/10     6/30/09     6/30/08      6/30/07      6/30/06
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>         <C>         <C>          <C>          <C>
Class C
Net asset value, beginning of period                      $  15.09      $  14.00    $  18.72    $  20.95     $  18.12     $  16.15
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
 Net investment income                                    $   0.03      $   0.06    $   0.13    $   0.09     $   0.11     $   0.05
 Net realized and unrealized gain (loss) on investments       2.94          1.09       (4.81)      (2.15)        2.82         2.17
-----------------------------------------------------------------------------------------------------------------------------------
  Net increase (decrease) from investment operations      $   2.97      $   1.15    $  (4.68)   $  (2.06)    $   2.93     $   2.22
Distributions to shareowners:
 Net investment income                                       (0.05)        (0.06)      (0.04)      (0.12)       (0.09)       (0.03)
 Net realized gain                                              --            --          --       (0.05)       (0.01)       (0.22)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value                $   2.92      $   1.09    $  (4.72)   $  (2.23)    $   2.83     $   1.97
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                            $  18.01      $  15.09    $  14.00    $  18.72     $  20.95     $  18.12
===================================================================================================================================
Total return*                                                19.69%         8.16%     (24.98)%     (9.92)%      16.21%       13.81%
Ratio of net expenses to average net assets+                  1.87%**       1.92%       1.96%       1.85%        1.87%        1.94%
Ratio of net investment income to average net assets+         0.25%**       0.33%       0.83%       0.51%        0.89%        0.83%
Portfolio turnover rate                                         14%**         12%         19%         13%          15%          21%
Net assets, end of period (in thousands)                  $471,091      $432,245    $425,022    $588,241     $568,385     $239,241
Ratios with no waiver of fees and assumption of
 expenses by the Adviser and no reduction for fees paid
 indirectly:
 Net expenses                                                 1.87%**       1.92%       1.96%       1.85%        1.87%        1.94%
 Net investment income                                        0.25%**       0.33%       0.83%       0.51%        0.89%        0.83%
Ratios with waiver of fees and assumption of expenses
 by the Adviser and reduction for fees paid indirectly:
 Net expenses                                                 1.87%**       1.92%       1.96%       1.84%        1.87%        1.94%
 Net investment income                                        0.25%**       0.33%       0.83%       0.52%        0.89%        0.83%
===================================================================================================================================
</TABLE>

*   Assumes initial investment at net asset value at the beginning of each
    period, reinvestment of all distributions, the complete redemption of the
    investment at net asset value at the end of each period, and no sales
    charges. Total return would be reduced if sales charges were taken into
    account.
**  Annualized.
+   Ratios with no reduction for fees paid indirectly.

The accompanying notes are an integral part of these financial statements.


30  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                                      Six Months
                                                                      Ended         Year        Year       Year      11/1/06 (a)
                                                                      12/31/10      Ended       Ended      Ended     to
                                                                      (unaudited)   6/30/10     6/30/09    6/30/08   6/30/07
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>           <C>         <C>        <C>       <C>
Class R
Net asset value, beginning of period                                  $ 15.08       $ 14.03     $ 18.84    $21.15    $19.51
--------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
 Net investment income                                                $  0.04       $  0.09     $  0.13    $ 0.32    $ 0.28
 Net realized and unrealized gain (loss) on investments                  2.96          1.15       (4.76)    (2.29)     1.56
--------------------------------------------------------------------------------------------------------------------------------
  Net increase (decrease) from investment operations                  $  3.00       $  1.24     $ (4.63)   $(1.97)   $ 1.84
Distributions to shareowners:
 Net investment income                                                  (0.17)        (0.19)      (0.18)    (0.29)    (0.19)
 Net realized gain                                                         --            --          --     (0.05)    (0.01)
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value                            $  2.83       $  1.05     $ (4.81)   $(2.31)   $ 1.64
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                        $ 17.91       $ 15.08     $ 14.03    $18.84    $21.15
================================================================================================================================
Total return*                                                           19.93%         8.75%     (24.57)%   (9.51)%    9.52%***
Ratio of net expenses to average net assets+                             1.40%**       1.40%       1.40%     1.41%     1.40%**
Ratio of net investment income to average net assets+                    0.71%**       0.93%       1.47%     1.13%     1.47%**
Portfolio turnover rate                                                    14%**         12%         19%       13%       15%**
Net assets, end of period (in thousands)                              $36,162       $25,618     $ 9,420    $4,231    $  300
Ratios with no waiver of fees and assumption of expenses
 by the Adviser and no reduction for fees paid indirectly:
 Net expenses                                                            1.66%**       1.85%       2.11%     1.48%     1.62%**
 Net investment income                                                   0.45%**       0.48%       0.76%     1.06%     1.25%**
Ratios with waiver of fees and assumption of expenses by
 the Adviser and reduction for fees paid indirectly:
 Net expenses                                                            1.40%**       1.40%       1.40%     1.40%     1.40%**
 Net investment income                                                   0.71%**       0.93%       1.47%     1.14%     1.47%**
================================================================================================================================
</TABLE>

(a) Class R shares were first publicly offered on November 1, 2006.
*   Assumes initial investment at net asset value at the beginning of each
    period, reinvestment of all distributions, and the complete redemption of
    the investment at net asset value at the end of each period.
**  Annualized.
*** Not annualized.
+   Ratios with no reduction for fees paid indirectly.

The accompanying notes are an integral part of these financial statements.


                  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10    31
<PAGE>

Financial Highlights (continued)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                         Six Months
                                                         Ended          Year         Year          Year        Year       Year
                                                         12/31/10       Ended        Ended         Ended       Ended      Ended
                                                         (unaudited)    6/30/10      6/30/09       6/30/08     6/30/07    6/30/06
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>          <C>           <C>         <C>        <C>
Class Y
Net asset value, beginning of period                     $    15.34     $    14.21   $    19.07    $  21.30    $  18.34   $  16.20
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
 Net investment income                                   $     0.10     $     0.19   $     0.21    $   0.29    $   0.28   $   0.10
 Net realized and unrealized gain (loss) on investments        3.01           1.17        (4.83)      (2.14)       2.91       2.33
-----------------------------------------------------------------------------------------------------------------------------------
  Net increase (decrease) from investment operations     $     3.11     $     1.36   $    (4.62)   $  (1.85)   $   3.19   $   2.43
Distributions to shareowners:
 Net investment income                                        (0.25)         (0.23)       (0.24)      (0.33)      (0.22)     (0.07)
 Net realized gain                                               --             --           --       (0.05)      (0.01)     (0.22)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value               $     2.86     $     1.13   $    (4.86)   $  (2.23)   $   2.96   $   2.14
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                           $    18.20     $    15.34   $    14.21    $  19.07    $  21.30   $  18.34
===================================================================================================================================
Total return*                                                 20.30%          9.74%      (24.18)%     (8.87)%     17.47%     15.12%
Ratio of net expenses to average net assets+                   0.80%**        0.75%        0.83%       0.75%       0.77%      0.83%
Ratio of net investment income to average net assets+          1.32%**        1.50%        2.01%       1.62%       2.00%      1.91%
Portfolio turnover rate                                          14%**          12%          19%         13%         15%        21%
Net assets, end of period (in thousands)                 $2,485,812     $1,973,461   $1,231,649    $818,534    $599,166   $144,022
Ratios with no waiver of fees and assumption of
 expenses by the Adviser and no reduction for fees paid
 indirectly:
 Net expenses                                                  0.80%**        0.75%        0.83%       0.75%       0.77%      0.83%
 Net investment income                                         1.32%**        1.50%        2.01%       1.62%       2.00%      1.91%
Ratios with waiver of fees and assumption of expenses
 by the Adviser and reduction for fees paid indirectly:
 Net expenses                                                  0.80%**        0.75%        0.83%       0.75%       0.77%      0.83%
 Net investment income                                         1.32%**        1.50%        2.01%       1.62%       2.00%      1.91%
===================================================================================================================================
</TABLE>

*   Assumes initial investment at net asset value at the beginning of each
    period, reinvestment of all distributions, and the complete redemption of
    the investment at net asset value at the end of each period.
**  Annualized.
+   Ratios with no reduction for fees paid indirectly.

The accompanying notes are an integral part of these financial statements.


32  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>




<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
                                                   Six Months
                                                   Ended         Year
                                                   12/31/10      Ended       11/1/08 (a)
                                                   (unaudited)   6/30/10     to 6/30/09
----------------------------------------------------------------------------------------
<S>                                                <C>           <C>         <C>
 Class Z
 Net asset value, beginning of period              $ 15.22       $ 14.12     $15.66
----------------------------------------------------------------------------------------
 Increase (decrease) from investment operations:
  Net investment income                            $  0.12       $  0.14     $ 0.17
  Net realized and unrealized gain (loss) on
    investments                                       2.98          1.20      (1.46)
----------------------------------------------------------------------------------------
    Net increase (decrease) from investment
      operations                                   $  3.10       $  1.34     $(1.29)
 Distributions to shareowners:
  Net investment income                              (0.25)        (0.24)     (0.25)
  Net realized gain                                     --            --         --
----------------------------------------------------------------------------------------
 Net increase (decrease) in net asset value        $  2.85       $  1.10     $(1.54)
----------------------------------------------------------------------------------------
 Net asset value, end of period                    $ 18.07       $ 15.22     $14.12
========================================================================================
 Total return*                                       20.39%**       9.36%      8.16%***
 Ratio of net expenses to average net assets+         0.76%**       0.80%      0.83%**
 Ratio of net investment income to average net
  assets+                                             1.36%**       1.49%      1.97%**
 Portfolio turnover rate                                14%**         12%        19%**
 Net assets, end of period (in thousands)          $36,023       $29,865     $5,674
 Ratios with no waiver of fees and assumption of
  expenses by the Adviser and no reduction for
  fees paid indirectly:
  Net expenses                                        0.76%**       0.80%      0.83%**
  Net investment income                               1.36%**       1.49%      1.97%**
 Ratios with waiver of fees and assumption of
  expenses by the Adviser and reduction for
  fees paid indirectly:
  Net expenses                                        0.76%**       0.80%      0.83%**
  Net investment income                               1.36%**       1.49%      1.97%**
========================================================================================
</TABLE>

(a) Class Z shares were first publicly offered on November 1, 2008.
*   Assumes initial investment at net asset value at the beginning of each
    period, reinvestment of all distributions, and the complete redemption of
    the investment at net asset value at the end of each period.
**  Annualized.
*** Not annualized.
+   Ratios with no reduction for fees paid indirectly.

The accompanying notes are an integral part of these financial statements.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     33
<PAGE>

Notes to Financial Statements | 12/31/10 (unaudited)

1. Organization and Significant Accounting Policies

Pioneer Cullen Value Fund (the Fund) is a series of Pioneer Series Trust III, a
Delaware statutory trust. The Fund is registered under the Investment Company
Act of 1940 as a diversified open-end management investment company. The
investment objective of the Fund is to seek capital appreciation. Current
income is a secondary objective.

The Fund offers six classes of shares designated as Class A, Class B, Class C,
Class R, Class Y and Class Z shares. Class Z shares were first publicly offered
on November 1, 2008. Effective as of the close of business on December 31,
2009, Class B shares are no longer offered to new or existing shareholders,
except that dividends and/or capital gain distributions may continue to be
reinvested in Class B shares, and shareholders may exchange their Class B
shares for Class B shares of other Pioneer funds, as permitted by existing
exchange privileges. Each class of shares represents an interest in the same
portfolio of investments of the Fund and has identical rights (based on
relative net asset values) to assets and liquidation proceeds. Share classes
can bear different rates of class-specific fees and expenses such as transfer
agent and distribution fees. Differences in class-specific fees and expenses
will result in differences in net investment income and, therefore, the payment
of different dividends from net investment income earned by each class. The
Amended and Restated Declaration of Trust of the Fund gives the Board the
flexibility to specify either per share voting or dollar-weighted voting when
submitting matters for shareholder approval. Under per share voting, each share
of a class of the Fund is entitled to one vote. Under dollar-weighted voting, a
shareholder's voting power is determined not by the number of shares owned, but
by the dollar value of the shares on the record date. Each share class has
exclusive voting rights with respect to matters affecting only that class,
including with respect to the distribution plan for that class. There is no
distribution plan for Class Y or Class Z shares. Class B shares convert to
Class A shares approximately eight years after the date of purchase.

At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors. 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.

The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the


34  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Fund to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gains and losses 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, which are consistent with
those policies generally accepted in the investment company industry:

A. Security Valuation

   Security transactions are recorded as of trade date. 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. In computing
   the net asset value, securities that have traded on an exchange are valued
   at the last sale price on the principal exchange where they are traded.
   Securities that have not traded on the date of valuation, or securities for
   which sale prices are not available, generally are valued at the mean
   between the last bid and asked prices. Securities for which market prices
   and/or quotations are not readily available or are considered to be
   unreliable are valued using fair value methods pursuant to procedures
   adopted by the Board of Trustees.

   Trading in foreign 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 Fund may use fair value methods if it is determined that a significant
   event has occurred after the close of the exchange or market on which the
   security trades and prior to the determination of the Fund's net asset
   value. Thus, the valuation of the Fund's securities may differ from exchange
   prices.

   At December 31, 2010, there were no securities that were valued using fair
   value methods (other than securities that were valued using prices supplied
   by independent pricing services). 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. Short-term fixed income securities with remaining maturities of
   sixty days or less generally are valued at amortized cost. Money market
   mutual funds are valued at net asset value.

   Dividend income is recorded on the ex-dividend date except that certain
   dividends from foreign securities where the ex-dividend date may have passed
   are recorded as soon as the Fund becomes aware of the ex-dividend data in
   the exercise of reasonable diligence. Interest income is recorded on the
   accrual basis. Dividend and interest income are reported net of
   unrecoverable foreign taxes withheld at the applicable country rates.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     35
<PAGE>

  Gains and losses on sales of investments are calculated on the identified
  cost method for both financial reporting and federal income tax purposes.

B. Federal Income Taxes

   It is the Fund's policy to comply with the requirements of the Internal
   Revenue Code applicable to regulated investment companies and to distribute
   all of its taxable income and net realized capital gains, if any, to its
   shareowners. Therefore, no federal income tax provision is required. Tax
   years for the prior three fiscal years remain subject to examination by tax
   authorities.

   The amounts and characterizations of distributions to shareowners for
   financial reporting purposes are determined in accordance with federal
   income tax rules. Therefore, the source of the Fund's distributions may be
   shown in the accompanying financial statements as from or in excess of net
   investment income or as from net realized gain on investment transactions,
   or as from paid-in capital, depending on the type of book/tax differences
   that may exist.

   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 June 30, 2010 was as follows:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                                            2010
--------------------------------------------------------------------------------
<S>                                                                  <C>
   Distributions paid from:
   Ordinary income                                                   $52,155,947
   Long-term capital gain                                                     --
--------------------------------------------------------------------------------
     Total                                                           $52,155,947
================================================================================
</TABLE>

  The following shows the components of distributable earnings on a federal
  income tax basis at June 30, 2010:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                                           2010
--------------------------------------------------------------------------------
<S>                                                               <C>
   Distributable earnings:
   Undistributed ordinary income                                  $  38,347,909
   Capital loss carryforward                                       (611,657,419)
   Post-October loss deferred                                       (68,618,964)
   Unrealized depreciation                                         (136,485,303)
--------------------------------------------------------------------------------
     Total                                                        $(778,413,777)
================================================================================
</TABLE>

C. Fund Shares

   The Fund records sales and repurchases of its shares as of trade date.
   Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
   Fund and a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit),
   earned $79,588 in underwriting commissions on the sale of Class A shares
   during the six months ended December 31, 2010.


36  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

D. Class Allocations

   Income, common expenses and realized and unrealized gains and losses are
   calculated at the Fund level and allocated daily to each class of shares
   based on its respective percentage of adjusted net assets at the beginning
   of the day.

   Distribution fees are calculated based on the average daily net asset value
   attributable to Class A, Class B, Class C, and Class R shares of the Fund,
   respectively (see Note 4). Class Y and Class Z shares do not pay
   distribution fees. All expenses and fees paid to the transfer agent, Pioneer
   Investment Management Shareholder Services, Inc. (PIMSS), for its services,
   are allocated among the classes of shares based on the number of accounts in
   each class and the ratable allocation of related out-of-pocket expenses (see
   Note 3).

   Distributions to shareowners are recorded as of the ex-dividend date.
   Distributions paid by the Fund with respect to each class of shares are
   calculated in the same manner and at the same time, except that net
   investment income dividends to Class A, Class B, Class C, Class R, Class Y
   and Class Z shares can reflect different transfer agent and distribution
   expense rates.

E. Repurchase Agreements

   With respect to repurchase agreements entered into by the Fund, the value of
   the underlying securities (collateral), including accrued interest, is
   required to be equal to or in excess of the repurchase price. The collateral
   for all repurchase agreements is held in safekeeping in the customer-only
   account of the Fund's custodian or a subcustodian of the Fund. The Fund's
   investment adviser, Pioneer Investment Management, Inc. (PIM), is
   responsible for determining that the value of the collateral remains at
   least equal to the repurchase price.

F. Securities Lending

   The Fund lends securities in its portfolio to certain broker-dealers or
   other institutional investors. When entering into a securities loan
   transaction, the Fund typically receives cash collateral from the borrower
   equal to at least the value of the securities loaned, which is invested in
   temporary investments. Credit Suisse AG, New York Branch, as the Fund's
   securities lending agent, manages the Fund's securities lending collateral.
   The income earned on the investment of collateral is shared with the
   borrower and the lending agent in payment of any rebate due to the borrower
   with respect to the securities loan, and in compensation for the lending
   agent's services to the Fund. The Fund also continues to receive payments in
   lieu of dividends or interest on the securities loaned. Gain or loss on the
   value of the loaned securities that may occur during the term of the loan
   will be for the account of the Fund. The amount of the collateral is
   required to be adjusted daily to reflect any


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     37
<PAGE>

   price fluctuation in the value of the loaned securities. If the required
   market value of the collateral is less than the value of the loaned
   securities, the borrower is required to deliver additional collateral for
   the account of the Fund prior to the close of business on that day. The Fund
   has the right, under the lending agreement, to terminate the loan and
   recover the securities from the borrower with prior notice. The Fund is
   required to return the cash collateral to the borrower and could suffer a
   loss if the value of the collateral, as invested, has declined.

2. Management Agreement

PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's
portfolio. Management fees are calculated daily at the annual rate of 0.70% of
the Fund's average daily net assets up to $1 billion, 0.65% of the next $1
billion, 0.60% of the next $1 billion, 0.55% of the next $4.5 billion, and
0.525% over $7.5 billion. Prior to January 1, 2011, the Fund's management fee
was calculated daily at the annual rate of 0.70% of the Fund's average daily
net assets up to $1 billion, 0.65% of the next $1 billion, 0.60% of the next $1
billion, and 0.55% of the excess over $3 billion. For the six months ended
December 31, 2010, the effective management fee (net of waivers and/or
assumption of expenses) was equivalent to 0.61% of the Fund's average daily net
assets.

PIM, and not the Fund, pays a portion of the fee it receives from the Fund to
Cullen Capital Management LLC as compensation for Cullen's subadvisory services
to the Fund.

PIM has contractually agreed to limit ordinary operating expenses of the Fund
to the extent required to reduce Fund expenses to 1.26%, 1.40% and 1.01% of the
average daily net assets attributable to Class A, Class R and Class Y shares,
respectively. Expenses waived during the period ended December 31, 2010 are
reflected on the Statement of Operations. These expense limitations are in
effect through November 1, 2012 for Class R shares, and through June 1, 2012
for Class A and Class Y shares. PIM also contractually agreed to limit ordinary
operating expenses of the Fund to the extent required to reduce Fund expenses
to 1.25% of the average daily net assets attributable to Class A shares. That
expense limitation was in effect through November 1, 2010. There can be no
assurance that PIM will extend the expense limitation agreement for a class of
shares beyond the dates referred to above.

In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$111,880 in management fees, administrative costs and certain other
reimbursements payable to PIM at December 31, 2010.


38  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

3. Transfer Agent

PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.

In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings, outgoing phone calls and omnibus relationship contracts.
For the six months ended December 31, 2010, such out-of-pocket expenses by
class of shares were as follows:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
 Shareholder Communications
--------------------------------------------------------------------------------
<S>                                                                   <C>
 Class A                                                              $1,392,551
 Class B                                                                  67,788
 Class C                                                                 193,502
 Class R                                                                  37,646
 Class Y                                                               1,103,110
 Class Z                                                                   4,105
--------------------------------------------------------------------------------
   Total                                                              $2,798,702
================================================================================
</TABLE>

Included in "Due to affiliates" reflected on the Statement of Assets and
Liabilities is $811,006 in transfer agent fees and out-of-pocket reimbursements
payable to PIMSS at December 31, 2010.

4. Distribution and Service Plans

The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940 with respect to its Class A, Class B, Class C,
and Class R shares. Pursuant to the Plan, the Fund pays PFD 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 PFD
1.00% of the average daily net assets attributable to Class B and Class C
shares. The fee for Class B and 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 B
and Class C shares. Pursuant to the Plan, the Fund further pays PFD 0.50% of
the average daily net assets attributable to Class R shares for distribution
services. Included in "Due to affiliates" reflected on the Statement of Assets
and Liabilities is $30,441 in distribution fees payable to PFD at December 31,
2010.

The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay securities dealers, plan
administrators or other service organizations that agree to provide certain
services to retirement plans or plan participants holding shares of the Fund a
service fee of up to 0.25% of the Fund's average daily net assets attributable
to Class R shares held by such plans.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     39
<PAGE>

In addition, redemptions of each class of shares (except Class R, Class Y and
Class Z 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 18 months of purchase (within 12 months for
purchases made on or after April 1, 2009). Class B shares that are redeemed
within five years of purchase are subject to a CDSC at declining rates
beginning at 4.00%, based on the lower of cost or market value of shares being
redeemed. Redemptions of Class C shares within one year 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 R, Class Y or Class Z shares. Proceeds from the CDSCs are paid to PFD.
For the six months ended December 31, 2010, CDSCs in the amount of $103,743
were paid to PFD.

5. Expense Offset Arrangements

The Fund has entered into certain expense offset arrangements with PIMSS
resulting in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the six months ended December 31, 2010, the Fund's
expenses were not reduced under such arrangements.

6. Line of Credit Facility

The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a $165 million committed, unsecured revolving line of
credit facility. Borrowings are used solely for temporary or emergency
purposes. The Fund may borrow up to the lesser of the amount available under
the facility or the limits set for borrowing by the Fund's prospectus and the
1940 Act. Interest on borrowings is payable at the higher of the London
Interbank Offered Rate (LIBOR) on the borrowing date plus 1.25% on an
annualized basis or the Federal Funds Rate on the borrowing date plus 1.25% on
an annualized basis. The Funds pay an annual commitment fee for this facility.
The commitment fee is allocated among participating Funds based on an
allocation schedule set forth in the credit agreement. For the six months ended
December 31, 2010, the Fund had no borrowings under this agreement.

7. Reorganization Information

On May 8, 2009, beneficial owners of Regions Morgan Keegan Select Value Fund
approved a proposed Agreement and Plan of Reorganization that provided for the
reorganization listed below. This tax-free reorganization was accomplished on
May 15, 2009 ("Closing Date"), by exchanging the assets and stated liabilities
of Regions Morgan Keegan Select Value Fund for shares of Pioneer Cullen Value
Fund. Shareholders holding Class A, Class C and Class I shares of Regions
Morgan Keegan Select Value Fund received Class A, Class C


40  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

and Class Y shares, respectively, of Pioneer Cullen Value Fund in the
reorganization. The following charts show the details of the reorganization as
of that Closing Date:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                                                 Regions Morgan
                          Pioneer                Keegan Select Value   Pioneer
                          Cullen Value Fund      Fund (Pre-            Cullen Value Fund
                          (Pre-Reorganization)   Reorganization)       (Post-Reorganization)
--------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                   <C>
 Net Assets
 Class A                  $1,893,850,563         $ 22,062,398          $1,915,912,961
 Class B                  $   65,551,091         $         --          $   65,551,091
 Class C                  $  404,014,778         $    703,896          $  404,718,674
 Class R                  $    7,109,235         $         --          $    7,109,235
 Class Y/I                $  914,500,134         $ 99,729,828          $1,014,229,962
 Class Z                  $    1,038,363         $         --          $    1,038,363
--------------------------------------------------------------------------------------------
 Total Net Assets         $3,286,064,164         $122,496,122          $3,408,560,286
============================================================================================
 Shares Outstanding
 Class A                     140,655,464            1,921,937             142,294,573
 Class B                       4,902,703                   --               4,902,703
 Class C                      30,301,263               60,819              30,354,069
 Class R                         532,366                   --                 532,366
 Class Y/I                    67,640,580            8,696,084              75,017,047
 Class Z                          77,320                   --                  77,320
 Shares Issued in
  Reorganization
 Class A                                                                    1,639,108
 Class C                                                                       52,805
 Class Y                                                                    7,376,467
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                                                 Unrealized            Accumulated
                                                 Appreciation On       Loss On
                                                 Closing Date          Closing Date
--------------------------------------------------------------------------------------------
<S>                                              <C>                   <C>
 Regions Morgan Keegan
  Select Value Fund                              $7,390,084            $(41,008,469)
</TABLE>

8. Subsequent Events

In preparing these financial statements, PIM has evaluated the impact of all
events and transactions for potential recognition or disclosure and has
determined that there were no subsequent events requiring recognition or
disclosure in the financial statements.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     41
<PAGE>

ADDITIONAL INFORMATION (unaudited)

For the year ended June 30, 2010, certain dividends paid by the Fund may be
subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth
Tax Relief Reconciliation Act (the Act) of 2003. The Fund intends to designate
up to the maximum amount of such dividends allowable under the Act, as taxed at
a maximum rate of 15%. Complete information will be computed and reported in
conjunction with your 2010 form 1099-DIV.

The qualifying percentage of the Fund's ordinary income dividends for the
purpose of the corporate dividends received deduction was 100.0%.


42  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Approval of Investment Advisory and Sub-Advisory Agreements

Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Cullen Value Fund (the Fund) pursuant to an investment advisory
agreement between PIM and the Fund. PIM has retained Cullen Capital Management,
LLC (Cullen Capital) to serve as the sub-adviser to the Fund pursuant to a
sub-advisory agreement between PIM and the sub-adviser. In order for PIM and
Cullen Capital to remain the investment adviser and sub-adviser of the Fund,
respectively, the Trustees of the Fund must determine annually whether to renew
the investment advisory agreement and the sub-advisory agreement for the Fund.

The contract review process began in March 2010 as the Trustees of the Fund
agreed on, among other things, an overall approach and timeline for the
process. In July 2010, the Trustees approved the format of the contract review
materials and submitted their formal request to PIM to furnish information
necessary to evaluate the terms of the investment advisory agreement and the
sub-advisory agreement. The contract review materials were provided to the
Trustees in September 2010. After reviewing and discussing the materials, the
Trustees submitted a request for additional information to PIM, and materials
were provided in response to this request. Meetings of the independent Trustees
of the Fund were held in July, September, October, and November, 2010 to review
and discuss the contract review materials. In addition, the Trustees took into
account the information related to the Fund provided to the Trustees at each
regularly scheduled meeting.

At a meeting held on November 16, 2010, based on their evaluation of the
information provided by PIM, the sub-adviser and third parties, the Trustees of
the Fund, including the independent Trustees voting separately, unanimously
approved the renewal of the investment advisory agreement and the sub-advisory
agreement for another year. In considering the renewal of the investment
advisory agreement and the sub-advisory 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 agreements.

Nature, Extent and Quality of Services

The Trustees considered the nature, extent and quality of the services that had
been provided by PIM and the sub-adviser to the Fund, taking into account the
investment objective and strategy of the Fund. The Trustees reviewed the terms
of the investment advisory agreement and the sub-advisory agreement. The
Trustees also reviewed the sub-adviser's investment approach for the Fund, its
research process and its process for trade execution. The Trustees considered


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     43
<PAGE>

the resources of PIM and the sub-adviser and the personnel of PIM and the
sub-adviser who provide investment management services to the Fund. The
Trustees considered the non-investment resources and personnel of PIM involved
in PIM's services to the Fund, including PIM's compliance and legal resources
and personnel. In addition, the Trustees considered the arrangements put in
place to retain key investment and other personnel. The Trustees also
considered the substantial attention and high priority given by PIM's senior
management to the Pioneer fund complex.

The Trustees considered that PIM supervises and monitors the performance of the
Fund's service providers (including the sub-adviser) 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, PIM is responsible for the administration of the Fund's
business and other affairs. The Trustees considered the fees paid to PIM for
the provision of administration services.

Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM and the sub-adviser to
the Fund were satisfactory and consistent with the terms of the investment
advisory agreement and the sub-advisory agreement.

Performance of the Fund

The Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
performance of its peer group of funds as classified by Morningstar, Inc.
(Morningstar), an independent provider of investment company data, and with the
performance of the Fund's benchmark index. The Trustees considered that the
Fund's annualized total return was in the fifth quintile of its Morningstar
category for the one year period ended June 30, 2010, and in the first quintile
of its Morningstar category for the three and five year periods ended June 30,
2010. (In all quintile rankings referred to throughout this disclosure, first
quintile is most favorable to the Fund's shareowners. Thus, highest relative
performance would be first quintile and lowest relative expenses would also be
first quintile.) The Trustees discussed the Fund's recent underperformance with
PIM and were satisfied with the information presented by PIM with respect to
the Fund's performance.

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 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 Trust Research and Consulting, LLC
(Strategic Insight), an independent third party. The Trustees also


44  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

considered that PIM, not the Fund, paid the sub-adviser pursuant to the
sub-advisory agreement. The Trustees evaluated both the fee under the sub-
advisory agreement and the portion of the fee under the investment advisory
agreement retained by PIM.

The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2010 was in the second quintile relative to the management fees
paid by other funds in its Morningstar peer group 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,
effective January 1, 2011, an additional breakpoint would be added to the
Fund's management fee schedule on assets over $7.5 billion. The Trustees
considered that the Fund's expense ratio for the twelve months ended June 30,
2010 was in the fourth quintile relative to its Strategic Insight peer group
for the comparable period. The Trustees noted the impact of the Fund's non-
management fee expenses on its expense ratio.

The Trustees also reviewed management fees charged by PIM to its institutional
and other clients. In evaluating the fees associated with PIM's client
accounts, the Trustees took into account the respective demands, resources and
complexity associated with the Fund and 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 advisory
agreement with the Fund, PIM 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 reviewed management fees charged by the sub-
adviser to its other clients. The Trustees noted that in most instances the fee
rates for those clients were higher than the sub-advisory fees paid to the sub-
adviser with respect to the Fund. The Trustees concluded that the management
fee payable by the Fund to PIM, as well as the fees payable by PIM to the sub-
adviser of the Fund, were reasonable in relation to the nature and quality of
the services provided by PIM and the sub-adviser.

Profitability

The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. The Trustees further
considered the sub-advisory fees received by the sub-adviser with respect to
the Fund and the percentage that such fees represented of the sub-adviser's
overall revenues (for the 12-month period ended December 31, 2009). They
further reviewed the financial results realized by PIM and its affiliates from
non-fund businesses. The Trustees considered PIM's profit margins


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     45
<PAGE>

with respect to the Fund in comparison to the limited industry data available
and noted that the profitability of any adviser was affected by numerous
factors, including its organizational structure and method for allocating
expenses. The Trustees concluded that the profit margins with respect to the
management of the Fund were not unreasonable.

Economies of Scale

The Trustees considered PIM'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 funds 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 PIM in research and analytical
capabilities and PIM's commitment and resource allocation to the Funds. 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
particularly, for example during the recent difficult periods for financial
markets, as the level of services was maintained notwithstanding a significant
decline in PIM's fee revenues from the Funds. Accordingly, the Trustees
concluded that economies of scale, if any, were being appropriately shared with
the Fund.

Other Benefits

The Trustees considered the other benefits to each of PIM and the sub-adviser
from its relationship with the Fund. The Trustees considered the character and
amount of fees paid by the Fund, other than under the investment advisory
agreement, for services provided by PIM and its affiliates. The Trustees
further considered the revenues and profitability of PIM's businesses other
than the fund business. The Trustees also considered the benefits to the Fund
and to the sub-adviser and its affiliates from the use of "soft" commission
dollars generated by the Fund to pay for research and brokerage services. The
Trustees considered the intangible benefits to each of PIM and the sub-adviser
by virtue of its relationship with the Fund and the other Pioneer funds. The
Trustees concluded that the receipt of these benefits was reasonable in the
context of the overall relationship between each of PIM and the sub-adviser and
the Fund.

Conclusion

After consideration of the factors described above as well as other factors,
the Trustees, including all of the independent Trustees, concluded that each of
the investment advisory agreement between PIM and the Fund and the sub-advisory
agreement between PIM and the sub-adviser, including the fees payable
thereunder, was fair and reasonable and voted to approve the proposed renewal
of each of the investment advisory agreement and the sub-advisory agreement for
the Fund.


46  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

Trustees, Officers and Service Providers

Trustees                                Officers
John F. Cogan, Jr., Chairman            John F. Cogan, Jr., President
David R. Bock                           Daniel K. Kingsbury, Executive
Mary K. Bush                              Vice President
Benjamin M. Friedman                    Mark E. Bradley, Treasurer
Margaret B.W. Graham                    Christopher J. Kelley, Secretary
Daniel K. Kingsbury
Thomas J. Perna
Marguerite A. Piret

Investment Adviser and Administrator
Pioneer Investment Management, Inc.

Custodian
Brown Brothers Harriman & Co.

Principal Underwriter
Pioneer Funds Distributor, Inc.

Legal Counsel
Bingham McCutchen LLP

Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.


Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at pioneerinvestments.com. This information is also available on
the Securities and Exchange Commission's web site at http://www.sec.gov.


The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     47
<PAGE>


                           This page for your notes.


48  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>


                           This page for your notes.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     49
<PAGE>


                           This page for your notes.


50  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>


                           This page for your notes.


                 Pioneer Cullen Value Fund | Semiannual Report | 12/31/10     51
<PAGE>


                           This page for your notes.


52  Pioneer Cullen Value Fund | Semiannual Report | 12/31/10
<PAGE>

How to Contact Pioneer

We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.

Call us for:
--------------------------------------------------------------------------------
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms                                                 1-800-225-6292

FactFone(SM) for automated fund yields, prices,
account information and transactions                              1-800-225-4321

Retirement plans information                                      1-800-622-0176

Write to us:
--------------------------------------------------------------------------------
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014


Our toll-free fax                                                 1-800-225-4240

Our internet e-mail address                   ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)


Visit our web site: pioneerinvestments.com



This report must be preceded or accompanied by a prospectus.

The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.


<PAGE>

[LOGO] PIONEER
       Investments(R)

Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
pioneerinvestments.com



Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2011 Pioneer Investments 18625-05-0211

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 10(a), 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;

        (2) Post the text of such code of ethics on its Internet website and
        disclose, in its most recent report on this Form N-CSR, its Internet
        address and the fact that it has posted such code of ethics on its
        Internet website; or

        (3) Undertake in its most recent report on this Form N-CSR to provide to
        any person without charge, upon request, a copy of such code of ethics
        and explain the manner in which such request may be made.
	See Item 10(2)

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

(a) (1)  Disclose that the registrant's board of trustees has determined that
         the registrant either:

    (i)  Has at least one audit committee financial expert serving on its audit
         committee; or

    (ii) Does not have an audit committee financial expert serving on its audit
         committee.

The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.

    (2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:

    (i)  Accept directly or indirectly any consulting, advisory, or other
         compensatory fee from the issuer; or

    (ii) Be an "interested person" of the investment company as defined in
         Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).

Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.

    (3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.

Not applicable.


ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.

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 Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.

The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.

Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).

In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.

Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
<PAGE>
<TABLE>
<CAPTION>
                               SECTION II - POLICY

---------------- -------------------------------- -------------------------------------------------
SERVICE           SERVICE CATEGORY DESCRIPTION      SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
<S>              <C>                              <C>
I.  AUDIT        Services that are directly       o Accounting research assistance
SERVICES         related to performing the        o SEC consultation, registration
                 independent audit of the Funds     statements, and reporting
                                                  o Tax accrual related matters
                                                  o Implementation of new accounting
                                                    standards
                                                  o Compliance letters (e.g. rating agency
                                                    letters)
                                                  o Regulatory reviews and assistance
                                                    regarding financial matters
                                                  o Semi-annual reviews (if requested)
                                                  o Comfort letters for closed end
                                                    offerings
---------------- -------------------------------- -------------------------------------------------
II.              Services which are not           o AICPA attest and agreed-upon procedures
AUDIT-RELATED    prohibited under Rule            o Technology control assessments
SERVICES         210.2-01(C)(4) (the "Rule")      o Financial reporting control assessments
                 and are related extensions of    o Enterprise security architecture
                 the audit services support the     assessment
                 audit, or use the
                 knowledge/expertise gained
                 from the audit procedures as a
                 foundation to complete the
                 project.  In most cases, if
                 the Audit-Related Services are
                 not performed by the Audit
                 firm, the scope of the Audit
                 Services would likely
                 increase.  The Services are
                 typically well-defined and
                 governed by accounting
                 professional standards (AICPA,
                 SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
<CAPTION>
 ------------------------------------- ------------------------------------
<S>                                    <C>
   AUDIT COMMITTEE APPROVAL POLICY               AUDIT COMMITTEE
                                                REPORTING POLICY
 ------------------------------------- ------------------------------------
<S>                                    <C>
 o "One-time" pre-approval             o A summary of all such
   for the audit period for all          services and related fees
   pre-approved specific service         reported at each regularly
   subcategories.  Approval of the       scheduled Audit Committee
   independent auditors as               meeting.
   auditors for a Fund shall
   constitute pre approval for
   these services.
 ------------------------------------- ------------------------------------
 o "One-time" pre-approval             o A summary of all such
   for the fund fiscal year within       services and related fees
   a specified dollar limit              (including comparison to
   for all pre-approved                  specified dollar limits)
   specific service subcategories        reported quarterly.

 o Specific approval is
   needed to exceed the
   pre-approved dollar limit for
   these services (see general
   Audit Committee approval policy
   below for details on obtaining
   specific approvals)

 o Specific approval is
   needed to use the Fund's
   auditors for Audit-Related
   Services not denoted as
   "pre-approved", or
   to add a specific service
   subcategory as "pre-approved"
 ------------------------------------- ------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     SECTION III - POLICY DETAIL, CONTINUED

----------------------- --------------------------- -----------------------------------------------
   SERVICE CATEGORY          SERVICE CATEGORY        SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
                               DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
<S>                     <C>                         <C>
III. TAX SERVICES       Services which are not      o Tax planning and support
                        prohibited by the Rule,     o Tax controversy assistance
                        if an officer of the Fund   o Tax compliance, tax returns, excise
                        determines that using the     tax returns and support
                        Fund's auditor to provide   o Tax opinions
                        these services creates
                        significant synergy in
                        the form of efficiency,
                        minimized disruption, or
                        the ability to maintain a
                        desired level of
                        confidentiality.
----------------------- --------------------------- -----------------------------------------------

------------------------------------- -------------------------
  AUDIT COMMITTEE APPROVAL POLICY         AUDIT COMMITTEE
                                          REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval             o A summary of
  for the fund fiscal  year             all such services and
  within a specified dollar limit       related fees
  				        (including comparison
  			                to specified dollar
  			                limits) reported
  			                quarterly.

o Specific approval is
  needed to exceed the
  pre-approved dollar limits for
  these services (see general
  Audit Committee approval policy
  below for details on obtaining
  specific approvals)

o Specific approval is
  needed to use the Fund's
  auditors for tax services not
  denoted as pre-approved, or to add a specific
  service subcategory as
  "pre-approved"
------------------------------------- -------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     SECTION III - POLICY DETAIL, CONTINUED

----------------------- --------------------------- -----------------------------------------------
   SERVICE CATEGORY          SERVICE CATEGORY        SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
                               DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
<S>                     <C>                         <C>
IV.  OTHER SERVICES     Services which are not      o Business Risk Management support
                        prohibited by the Rule,     o Other control and regulatory
A. SYNERGISTIC,         if an officer of the Fund     compliance projects
UNIQUE QUALIFICATIONS   determines that using the
                        Fund's auditor to provide
                        these services creates
                        significant synergy in
                        the form of efficiency,
                        minimized disruption,
                        the ability to maintain a
                        desired level of
                        confidentiality, or where
                        the Fund's auditors
                        posses unique or superior
                        qualifications to provide
                        these services, resulting
                        in superior value and
                        results for the Fund.
----------------------- --------------------------- -----------------------------------------------
<CAPTION>
--------------------------------------- ------------------------
    AUDIT COMMITTEE APPROVAL POLICY         AUDIT COMMITTEE
                                            REPORTING POLICY
------------------------------------- --------------------------
<S>                                   <C>
o "One-time" pre-approval             o A summary of
  for the fund fiscal year within       all such services and
  a specified dollar limit              related fees
  			               (including comparison
  			                to specified dollar
  				        limits) reported
                                        quarterly.
o Specific approval is
  needed to exceed the
  pre-approved dollar limits for
  these services (see general
  Audit Committee approval policy
  below for details on obtaining
  specific approvals)

o Specific approval is
  needed to use the Fund's
  auditors for "Synergistic" or
  "Unique Qualifications" Other
  Services not denoted as
  pre-approved to the left, or to
  add a specific service
  subcategory as "pre-approved"
------------------------------------- --------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     SECTION III - POLICY DETAIL, CONTINUED

----------------------- ------------------------- -----------------------------------------------
   SERVICE CATEGORY         SERVICE CATEGORY        SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
                              DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
<S>                     <C>                       <C>
PROHIBITED  SERVICES    Services which result     1. Bookkeeping or other services
                        in the auditors losing       related to the accounting records or
                        independence status          financial statements of the audit
                        under the Rule.              client*
                                                  2. Financial information systems design
                                                     and implementation*
                                                  3. Appraisal or valuation services,
                                                     fairness* opinions, or
                                                     contribution-in-kind reports
                                                  4. Actuarial services (i.e., setting
                                                     actuarial reserves versus actuarial
                                                     audit work)*
                                                  5. Internal audit outsourcing services*
                                                  6. Management functions or human
                                                     resources
                                                  7. Broker or dealer, investment
                                                     advisor, or investment banking services
                                                  8. Legal services and expert services
                                                     unrelated to the audit
                                                  9. Any other service that the Public
                                                     Company Accounting Oversight Board
                                                     determines, by regulation, is
                                                     impermissible
----------------------- ------------------------- -----------------------------------------------
<CAPTION>
------------------------------------------- ------------------------------
     AUDIT COMMITTEE APPROVAL POLICY               AUDIT COMMITTEE
                                                  REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be              o A summary of all
  performed with the exception of the(*)      services and related
  services that may be permitted              fees reported at each
  if they would not be subject to audit       regularly scheduled
  procedures at the audit client (as          Audit Committee meeting
  defined in rule 2-01(f)(4)) level           will serve as continual
  the firm providing the service.             confirmation that has
  				              not provided any
                                              restricted services.
------------------------------------------- ------------------------------
</TABLE>
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
  make an assessment to determine that any proposed projects will not impair
  independence.

o Potential services will be classified into the four non-restricted service
  categories and the "Approval of Audit, Audit-Related, Tax and Other
  Services" Policy above will be applied. Any services outside the specific
  pre-approved service subcategories set forth above must be specifically
  approved by the Audit Committee.

o At least quarterly, the Audit Committee shall review a report summarizing the
  services by service category, including fees, provided by the Audit firm as
  set forth in the above policy.

--------------------------------------------------------------------------------


    (2) Disclose the percentage of services described in each of paragraphs (b)
   through (d) of this Item that were approved by the audit committee pursuant
   to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

N/A

(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's 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 registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
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 registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.

The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.

Item 5. Audit Committee of Listed Registrants

(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
 audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants 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 I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.

Included in Item 1


ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.

Not applicable to open-end management investment companies.



Item 8. Portfolio Managers of Closed-End Management Investment
        Companies.

(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.


Not applicable to open-end management investment companies.


Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.

(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.

Not applicable to open-end management investment companies.


Item 10. Submission of Matters to a Vote of Security Holders.

Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
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 registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) 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 officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.

The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.


(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.

The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:

In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose.  Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.


ITEM 12. EXHIBITS.

File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.

(a) 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.



(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).

Filed herewith.


<PAGE>


                                   SIGNATURES

                          [See General Instruction F]


Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant) Pioneer Series Trust III


By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President

Date March 1, 2011


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/ John F. Cogan, Jr.
John F. Cogan, Jr., President

Date March 1, 2011


By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer

Date March 1, 2011

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