<PAGE>
[PIONEER LOGO]
Pioneer
Micro-Cap
Fund
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SEMIANNUAL REPORT 5/31/99
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<PAGE>
Table of Contents
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<TABLE>
<S> <C>
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 5
Schedule of Investments 8
Financial Statements 13
Notes to Financial Statements 18
Report of Independent Public Accountants 22
Trustees, Officers and Service Providers 23
Programs and Services for Pioneer Shareowners 24
Retirement Plans from Pioneer 26
The Pioneer Family of Mutual Funds 28
</TABLE>
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
LETTER FROM THE CHAIRMAN 5/31/99
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Dear Shareowner,
- --------------------------------------------------------------------------------
I am pleased to introduce this semiannual report for Pioneer Micro-Cap Fund,
covering the six months ended May 31, 1999. On behalf of your investment team,
I thank you for your interest and this opportunity to comment on today's
investing environment.
The six-month period proved to be a strong one for stock markets, reflecting
the domestic economy's strength and investor confidence in the ability of
corporations to sustain profitability. Smaller stocks posted solid gains but
were unable to keep up with the continued robust returns of larger stocks. This
may be starting to change, however. Investors, apparently tired of paying
extremely high prices for a select number of large growth stocks, have recently
found smaller value-oriented stocks more attractive. We believe this rotation
toward stocks that have not participated in the huge run-up over the past few
years is a healthy sign and is welcome news for investors in the Fund.
Turning to other matters, for those of you who are interested in new Pioneer
products, we are pleased to introduce Pioneer Strategic Income Fund. The Fund
holds a diverse portfolio of bonds from around the globe, including the U.S. To
receive a prospectus for our newest fund - which you should read carefully
before you invest or send money - or if you have questions regarding Pioneer
Micro-Cap Fund, please contact your investment professional. Or call Pioneer at
1-800-225-6292. You can also visit Pioneer's web site at www.pioneerfunds.com.
Respectfully,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
Pioneer Micro-Cap Fund
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PORTFOLIO SUMMARY 5/31/99
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P o r t f o l i o D i v e r s i f i c a t i o n
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(As a percentage of total investment portfolio)
[PIE CHART}
<TABLE>
<S> <C>
U.S. Common Stocks 93%
Short-Term Cash Equivalents 5%
International Common Stocks 2%
</TABLE>
S e c t o r D i s t r i b u t i o n
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[PIE CHART]
<TABLE>
<S> <C>
Technology 23%
Financial 22%
Consumer Cyclicals 17%
Consumer Stpales 8%
Capital Goods 7%
Basic Materials 7%
Healthcare 6%
Energy 4%
Transportation 3%
Utilities 3%
</TABLE>
1 0 L a r g e s t H o l d i n g s
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C> <C> <C>
1. Long Beach Financial Corp. 2.98% 6. EKCO Group, Inc. 2.26%
2. Prime Group Realty Trust 2.97 7. West Marine, Inc. 2.26
3. Centigram Communications 2.80 8. PRI Automation, Inc. 2.21
Corp.
4. Xionics Document Technologies, 2.67 9. Power-One, Inc. 2.08
Inc.
5. Gymboree Corp. 2.27 10. IMCO Recycling, Inc. 2.05
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Micro-Cap Fund
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PERFORMANCE UPDATE 5/31/99 CLASS A SHARES
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S h a r e P r i c e s a n d D i s t r i b u t i o n s
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<TABLE>
<CAPTION>
Net Asset Value
per Share 5/31/99 11/30/98
<S> <C> <C>
$ 16.07 $ 13.85
</TABLE>
<TABLE>
<CAPTION>
Distributions per Share Income Short-Term Long-Term
(11/30/98 - 5/31/99) Dividends Capital Gains Capital Gains
<S> <C> <C> <C>
- - -
</TABLE>
I n v e s t m e n t R e t u r n s
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The mountain chart on the right shows the growth of a $10,000 investment in
Pioneer Micro-Cap Fund at public offering price, compared to the growth of the
Merrill Lynch Micro-Cap Index.
- --------------------------------------
Average Annual Total Returns
(As of May 31, 1999)
<TABLE>
<CAPTION>
Public
Net Asset Offering
Period Value Price*
<S> <C> <C>
Life-of-Fund 6.12% 3.35%
(2/28/97)
1 Year -2.55 -8.17
- --------------------------------------
</TABLE>
* Reflects the deduction of the maximum 5.75% sales charge at the beginning of
the period and assumes reinvest-ment of distributions at net asset value.
[MOUNTAIN CHART]
[START PLOT POINTS]
<TABLE>
<S> <C> <C>
2/97 9,425 10,000
5/97 9,874 9,981
11,099 11,620
11/97 11,206 12,053
11,540 12,616
5/98 11,051 12,810
7,640 9,282
11/98 9,282 10,770
9,603 11,014
5/99 10,769 12,127
</TABLE>
[END PLOT POINTS]
The Merrill Lynch Micro-Cap Index measures the performance of 1,980 stocks
ranging in market capitalization from $50 million to $125 million. Index
returns are calculated monthly, assume reinvestment of dividends and, unlike
Fund returns, do not reflect any sales charges, fees or expenses. You cannot
invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
3
<PAGE>
Pioneer Micro-Cap Fund
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PERFORMANCE UPDATE 5/31/99 CLASS B SHARES
- --------------------------------------------------------------------------------
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Net Asset Value
per Share 5/31/99 11/30/98
<S> <C> <C>
$ 15.83 $ 13.69
</TABLE>
<TABLE>
<CAPTION>
Distributions per Share Income Short-Term Long-Term
(11/30/98 - 5/31/99) Dividends Capital Gains Capital Gains
<S> <C> <C> <C>
- - -
</TABLE>
I n v e s t m e n t R e t u r n s
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The mountain chart on the right shows the growth of a $10,000 investment in
Pioneer Micro-Cap Fund compared to the growth of the Merrill Lynch Micro-Cap
Index.
- ------------------------------------
Average Annual Total Returns
(As of May 31, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 5.43% 4.17%
(2/28/97)
1 Year -3.18 -7.05
-----------------------------------
</TABLE>
* Reflects deduction of the maximum applicable contingent deferred sales charge
(CDSC) at the end of the period and assumes reinvestment of distributions. The
maximum CDSC of 4% declines over six years.
[MOUNTAIN CHART]
[START PLOT POINTS]
<TABLE>
<S> <C> <C>
2/97 10000 10000
5/97 10473 9981
11753 11620
11/97 11847 12053
12173 16216
5/98 11633 12810
8025 9282
11/98 9740 10770
10067 11014
5/99 10963 12127
</TABLE>
[END PLOT POINTS]
The Merrill Lynch Micro-Cap Index measures the performance of 1,980 stocks
ranging in market capitalization from $50 million to $125 million. Index
returns are calculated monthly, assume reinvestment of dividends and, unlike
Fund returns, do not reflect any sales charges, fees or expenses. You cannot
invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
4
<PAGE>
Pioneer Micro-Cap Fund
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PORTFOLIO MANAGEMENT DISCUSSION 5/31/99
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In the following discussion, Theresa Hamacher, leader of Pioneer Micro-Cap
Fund's investment team, discusses the market environment and the Fund's
strategy for the six months ending May 31, 1999. Ms. Hamacher assumed
responsibility for the Fund in March. An investment professional for more than
15 years, Ms. Hamacher is Pioneer's chief investment officer and oversees the
team of analysts responsible for the Fund's management.
Q: Smaller stocks rallied over the last six months. Did this help the Fund?
A: Things started to look up for small stocks over the last six months. And,
although micro-caps did not keep pace with the biggest issues, they
certainly closed the gap in performance from 1998. The Merrill Lynch
Micro-Cap Index, an unmanaged measure of stocks with market capitalizations
between $50 million and $125 million, posted a 12.60% return.
Q: How did the Fund perform?
A: The Fund bounced back from the sharp sell-off in small stocks in August and
September 1998 to produce solid returns. Class A shares returned 16.03%, and
Class B 15.63%, both at net asset value. In comparison, the Fund's Lipper,
Inc. peer group of 55 micro-cap funds returned an average of 19.78% for the
same period. (Lipper is an independent company that tracks mutual fund
performance.)
Q: Technology stocks were one area that bounced back. What other sectors or
stocks helped performance?
A: I am pleased to say that adept stock-picking among technology offerings
helped Fund performance. Verity, a computer software firm that we sold out
of during the period, and Netrix, a developer of computer networking
products, performed exceedingly well. In
5
<PAGE>
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PORTFOLIO MANAGEMENT DISCUSSION 5/31/99 (continued)
- --------------------------------------------------------------------------------
addition, consumer stocks such as Koala, which produces the diaper
changing tables found in many public areas, was a strong performer.
Financial stocks also boosted performance. The largest gainers in this
area included Long Beach Financial, a sub-prime mortgage company, and
Prime Group Realty, a real estate investment trust. In fact, many of the
Fund's new holdings are in real estate investment trusts, which we
purchased earlier in the year when their prices dropped to attractive
levels, and we are pleased with their performance so far.
There were portfolio holdings that disappointed. Dura Products, a stock we
shed out of the portfolio, and R.G. Barry, the footwear company that makes
Dearfoam slippers, were among those with negative returns. In addition,
one technology-related company, Mortice Kern Systems suffered after
announcing that its earnings would not meet Wall Street expectations.
Q: What is your vision for the Fund?
A: We are looking for quality companies with strong franchises and competitive
positions. And we're looking for them with an eye to value - wanting to buy
when they are out of favor. Over the last year, in a market driven by
momentum, many of these stocks were unfairly punished. We are encouraged by
the performance of portfolio holdings since the last quarter of 1998 and
believe the Fund is well positioned as we move into the second half of the
fiscal year.
Q: The Fund recently completed its second year. How would you assess its longer
term performance?
A: Two years is a short time when evaluating an equity fund, especially a
micro-cap fund. Over the past two years investors have gravitated toward
large-company growth stocks and have ignored many smaller stocks. But we do
not think that large company growth stocks will dominate the market forever
and we are already seeing a shift in the market toward smaller,
value-oriented companies. Over the long term,
6
<PAGE>
we believe micro-cap stocks have the potential to outperform larger
stocks. Of course, there are additional risks involved in micro-cap
investing, including periods of illiquidity in certain stocks and company
managements that may not be as experienced as their counterparts at large
companies.
Q: What is your outlook for micro-cap stocks over the next six months?
A: We are very enthusiastic about the prospects for micro-cap stocks. In 1998
the smallest stocks underperformed large company stocks, as measured by the
Standard & Poor's 500 Index, by 28 percentage points. But over the last six
months we've seen some shifting. Investors seem to be more interested in
fundamentals rather than jumping on the growth-at-any price bandwagon.
Meanwhile, valuations for micro-cap stocks relative to large-cap stocks
remain attractive, even after the recent rally. If the domestic economy
slows in the second half of the year, we expect that the value-oriented
companies in the portfolio should be able to prosper. As we've said in the
past, we believe micro-cap value stocks can serve an important role in a
long-term investor's portfolio.
7
<PAGE>
Pioneer Micro-Cap Fund
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SCHEDULE OF INVESTMENTS 5/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS - 95.0%
Basic Materials - 6.3%
Agricultural Products - 0.7%
37,500 Alico, Inc. $ 595,312
----------
Chemicals (Specialty) - 1.3%
70,000 Vallen Corp.* $1,137,500
----------
Gold & Precious Metals Mining - 0.8%
200,000 Cambior Inc. $ 662,500
----------
Iron & Steel - 2.0%
100,000 IMCO Recycling, Inc. $1,675,000
----------
Paper & Forest Products - 1.5%
53,600 Deltic Timber Corp. $1,333,300
----------
Total Basic Materials $5,403,612
----------
Capital Goods - 6.6%
Aerospace/Defense - 1.2%
180,000 First Aviation Services Inc.* $ 990,000
----------
Electrical Equipment - 2.6%
24,500 Genlyte Group, Inc.* $ 525,218
104,000 Power-One, Inc.* 1,696,500
----------
$2,221,718
----------
Machinery (Diversified) - 1.2%
205,485 Riviera Tool Co.*+ $1,027,425
----------
Metal Fabricators - 1.1%
160,000 N N Ball & Roller, Inc. $ 920,000
----------
Office Equipment & Supplies - 0.5%
41,600 Nashua Corp.* $ 473,200
----------
Total Capital Goods $5,632,343
----------
Consumer Cyclicals - 16.4%
Consumer (Jewelry, Novelties & Gifts) - 1.7%
53,000 Jan Bell Marketing, Inc.* $ 162,313
55,000 Koala Corp.* 1,313,125
----------
$1,475,438
----------
</TABLE>
8 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Footwear - 1.7%
125,800 R. G. Barry Corp.* $ 1,014,263
40,000 Vans Inc.* 437,500
-----------
$ 1,451,763
-----------
Household Furnishings & Appliances - 2.3%
50,000 Bassett Furniture Industries Inc. $ 1,200,000
25,000 ITI Technologies, Inc.* 600,000
20,000 Recoton Corp.* 200,000
-----------
$ 2,000,000
-----------
Leisure Time (Products) - 0.8%
63,000 Equity Marketing, Inc.* $ 661,500
-----------
Retail (Home Shopping) - 0.5%
20,000 Coldwater Creek Inc.* $ 400,000
-----------
Retail (Specialty) - 3.7%
70,000 Lithia Motors Inc.* $ 1,325,625
143,000 West Marine, Inc.* 1,841,125
-----------
$ 3,166,750
-----------
Retail (Specialty-Apparel) - 2.2%
150,000 Gymboree Corp.* $ 1,846,875
-----------
Services (Commercial & Consumer) - 1.4%
75,000 Right Management Consultants, Inc.* $ 1,228,125
-----------
Textiles (Home Furnishings) - 2.1%
388,000 EKCO Group, Inc.* $ 1,843,000
-----------
Total Consumer Cyclicals $14,073,451
-----------
Consumer Staples - 7.7%
Foods - 2.7%
58,000 Celestial Seasonings Inc.* $ 1,116,500
145,000 Zapata Corp. 1,169,063
-----------
$ 2,285,563
-----------
Household Products (Non-Durables) - 1.7%
40,000 National Presto Industries, Inc. $ 1,492,500
-----------
Restaurants - 1.7%
135,500 Taco Cabana, Inc.* $ 1,448,157
-----------
Services (Facilities & Environment) - 1.6%
65,312 Tetra Tech, Inc.* $ 1,387,880
-----------
Total Consumer Staples $ 6,614,100
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 5/31/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Energy - 3.5%
Oil & Gas (Exploration/Production) - 3.5%
4,700,000 Abacan Resources Corp.* $ 728,500
50,000 St. Mary Land & Exploration Co. 1,000,000
100,000 Tom Brown Inc.* 1,293,750
-----------
Total Energy $ 3,022,250
-----------
Financial - 20.8%
Consumer Finance - 4.8%
90,000 Litchfield Financial Corp. $ 1,462,500
170,000 Long Beach Financial Corp.* 2,433,125
75,000 United PanAm Financial Corp.* 229,688
-----------
$ 4,125,313
-----------
Financial (Diversified) - 10.4%
75,000 Dollar Thrifty Automotive Group, Inc. $ 1,593,750
45,000 First Washington Realty Trust 978,750
95,000 Lasalle Hotel Properties 1,335,937
50,000 Penn Real Estate Investment Trust 1,037,500
150,000 Prime Group Realty Trust 2,418,750
280,000 Transmedia Network, Inc.* 1,050,000
50,000 Wellsford Real Properties, Inc.* 521,875
-----------
$ 8,936,562
-----------
Insurance (Property/Casualty) - 2.3%
200,000 Gainsco, Inc. $ 912,500
100,000 Highlands Insurance Group* 1,068,750
-----------
$ 1,981,250
-----------
Savings & Loan Companies - 3.3%
100,000 First Security Federal Financial, Inc. $ 1,187,500
80,000 First Washington Bancorp, Inc. 1,625,000
-----------
$ 2,812,500
-----------
Total Financial $17,855,625
-----------
Healthcare - 6.1%
Biotechnology - 2.0%
142,500 Immulogic Pharmaceutical Corp.* $ 267,187
375,000 Texas Biotechnology Corp.* 1,476,563
-----------
$ 1,743,750
-----------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Healthcare (Hospital Management) - 0.9%
70,000 Triad Hospitals, Inc.* $ 708,750
-----------
Healthcare (Medical Products/Supplies) - 1.6%
140,000 ArQule, Inc.* $ 638,750
50,000 Young Innovations, Inc.* 734,375
-----------
$ 1,373,125
-----------
Healthcare (Specialized Services) - 1.6%
60,000 National Dentex Corp.* $ 941,250
20,000 Pediatrix Medical Group Inc.* 451,250
-----------
$ 1,392,500
-----------
Total Healthcare $ 5,218,125
-----------
Technology - 22.2%
Computers (Networking) - 1.7%
429,500 Netrix Corp.* $ 1,422,719
-----------
Computers (Software & Services) - 4.4%
209,200 Mortice Kern Systems, Inc.* $ 681,896
85,000 The Vantive Corp.* 924,375
590,000 Xionics Document Technologies, Inc.* 2,175,625
-----------
$ 3,781,896
-----------
Electronics (Component Distributors) - 5.8%
75,000 Avid Thermal Technology Inc.* $ 1,500,000
25,000 DSP Communications, Inc.* 768,750
82,600 Parlex Corp.* 1,135,750
100,000 Sipex Corp.* 1,618,750
-----------
$ 5,023,250
-----------
Equipment (Semiconductors) - 7.6%
43,000 Align-Rite International, Inc.* $ 553,625
72,000 ATMI, Inc.* 1,584,000
95,000 Helix Technology Corp. 1,620,937
73,500 PRI Automation, Inc.* 1,800,750
40,000 Watkins-Johnson Co. 990,000
-----------
$ 6,549,312
-----------
Services (Computer Systems) - 2.7%
237,500 Centigram Communications Corp.* $ 2,285,937
-----------
Total Technology $19,063,114
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 5/31/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Transportation - 2.8%
Railroads - 1.6%
98,500 Railtex, Inc.* $ 1,329,750
-----------
Truckers - 1.2%
80,000 Consolidated Freightways Corp.* $ 1,070,000
-----------
Total Transportation $ 2,399,750
-----------
Utilities - 2.6%
Natural Gas - 2.6%
31,000 NUI Corp. $ 771,125
155,000 Southwestern Energy Co. 1,462,812
-----------
Total Utilities $ 2,233,937
-----------
TOTAL COMMON STOCKS
(Cost $80,872,507) $81,516,307
-----------
Principal
Amount
TEMPORARY CASH INVESTMENTS - 5.0%
Commercial Paper - 5.0%
$2,611,000 Exxon Asset Management Co., 4.9%, 6/2/99 $ 2,611,000
1,662,000 Prudential Finance Corp., 4.82%, 6/1/99 1,662,000
-----------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $4,273,000) $ 4,273,000
-----------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $85,145,507) (a)(b) $85,789,307
===========
</TABLE>
* Non-income producing security.
+ Investment held by the Fund representing 5% or more of the outstanding
voting stock of such company.
(a) At May 31, 1999, the net unrealized loss on investments based on cost for
federal income tax purposes of $86,241,302 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $12,561,824
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (13,013,819)
-----------
Net unrealized loss $ (451,995)
===========
</TABLE>
(b) At November 30, 1998, the Fund had a capital loss carryforward of $6,126,718
which will expire by 2006 if not utilized.
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended May 31, 1999, aggregated $37,679,596 and $54,837,162,
respectively.
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
BALANCE SHEET 5/31/99
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash
investments of $4,273,000) (cost $85,145,507) $85,789,307
Cash 545
Receivables -
Investment securities sold 134,963
Fund shares sold 6,316
Dividends and interest 70,768
Organizational costs - net 13,917
Other 1,708
-----------
Total assets $86,017,524
-----------
LIABILITIES:
Payables -
Investment securities purchased $ 462,081
Fund shares repurchased 147,621
Due to affiliates 183,080
Accrued expenses 73,788
-----------
Total liabilities $ 866,570
-----------
NET ASSETS:
Paid-in capital $92,150,702
Accumulated net investment loss (466,752)
Accumulated net realized loss on investments (7,176,796)
Net unrealized gain on investments 643,800
-----------
Total net assets $85,150,954
===========
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $32,297,258/2,009,784 shares) $ 16.07
===========
Class B (based on $52,853,696/3,339,565 shares) $ 15.83
===========
MAXIMUM OFFERING PRICE:
Class A $ 17.05
===========
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Six Months Ended 5/31/99
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends $463,311
Interest 139,356
--------
Total investment income $ 602,667
-----------
EXPENSES:
Management fees $453,725
Transfer agent fees
Class A 79,557
Class B 100,980
Distribution fees
Class A 42,020
Class B 270,268
Administrative fees 24,139
Custodian fees 22,054
Registration fees 30,765
Professional fees 24,517
Printing 14,924
Organization costs 3,300
Fees and expenses of nonaffiliated trustees 14,296
Miscellaneous 5,568
--------
Total expenses $ 1,086,113
Less fees paid indirectly (16,694)
-----------
Net expenses $ 1,069,419
-----------
Net investment loss $ (466,752)
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments (including net realized
loss of $4,929,705 from affiliated companies) $ 2,906,982
Change in net unrealized loss on investments 10,126,019
-----------
Net gain on investments $13,033,001
-----------
Net increase in net assets resulting from operations $12,566,249
===========
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 5/31/99 and the Year Ended 11/30/98
<TABLE>
<CAPTION>
Six Months Year
Ended Ended
FROM OPERATIONS: 5/31/99 11/30/98
<S> <C> <C>
Net investment loss $ (466,752) $ (1,455,642)
Net realized gain (loss) on investments 2,906,982 (10,063,557)
Change in net unrealized gain or loss on investments 10,126,019 (12,712,316)
------------ ------------
Net increase (decrease) in net assets resulting from
operations $ 12,566,249 $(24,231,515)
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($0.00 and $1.07 per share, respectively) $ - $ (3,170,761)
Class B ($0.00 and $1.07 per share, respectively) - (4,352,791)
------------ ------------
Total distributions to shareholders $ - $ (7,523,552)
------------ ------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 4,752,438 $ 30,957,112
Reinvestment of distributions - 6,150,072
Cost of shares repurchased (25,947,539) (34,367,830)
------------ ------------
Net increase (decrease) in net assets resulting from
fund share transactions $(21,195,101) $ 2,739,364
------------ ------------
Net decrease in net assets $ (8,628,852) $(29,015,703)
NET ASSETS:
Beginning of period 93,779,806 122,795,509
------------ ------------
End of period (including accumulated net investment
loss of $466,752 and $0, respectively) $ 85,150,954 $ 93,779,806
============ ============
</TABLE>
<TABLE>
<CAPTION>
CLASS A '99 Shares '99 Amount '98 Shares '98 Amount
<S> <C> <C> <C> <C>
Shares sold 180,689 $ 2,687,420 767,876 $12,406,032
Reinvestment of distributions - - 176,116 2,828,423
Less shares repurchased (808,103) (11,776,713) (1,211,206) (17,264,814)
-------- ------------ ---------- -----------
Net decrease (627,414) $ (9,089,293) (267,214) $(2,030,359)
======== ============ ========== ===========
CLASS B
Shares sold 140,482 $ 2,065,018 1,146,851 $18,551,090
Reinvestment of distributions - - 207,863 3,321,649
Less shares repurchased (982,665) (14,170,826) (1,167,093) (17,103,016)
-------- ------------ ---------- -----------
Net increase (decrease) (842,183) $(12,105,808) 187,621 $ 4,769,723
======== ============ ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 5/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Year 2/28/97
Ended Ended to
5/31/99 11/30/98 11/30/97(a)
<S> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 13.85 $ 17.84 $ 15.00
------- --------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.03) $ (0.15) $ (0.07)
Net realized and unrealized gain (loss) on
investments 2.25 (2.77) 2.91
------- --------- -------
Net increase (decrease) from investment
operations $ 2.22 $ (2.92) $ 2.84
Distributions to shareholders:
Net realized gain on investments - (1.07) -
------- --------- -------
Net increase (decrease) in net asset value $ 2.22 $ (3.99) $ 2.84
------- --------- -------
Net asset value, end of period $ 16.07 $ 13.85 $ 17.84
======= ========= =======
Total return* 16.03% (17.17)% 18.93%
Ratio of net expenses to average net assets 2.08%**+ 1.85%+ 1.76%**+
Ratio of net investment loss to average net assets (0.70)%**+ (0.83)%+ (0.60)%**+
Portfolio turnover rate 91%** 81% 55%**
Net assets, end of period (in thousands) $32,297 $ 36,528 $51,825
Ratios assuming no waiver of management fees and
assumption of expenses by PIM and no reduction
for fees paid indirectly:
Net expenses 2.08%** 1.85% 2.12%**
Net investment loss (0.70)%** (0.83)% (0.96)%**
Ratios assuming waiver of management fees and
assumption of expenses by PIM and reduction for
fees paid indirectly:
Net expenses 2.04%** 1.84% 1.70%**
Net investment loss (0.66)%** (0.82)% (0.54)%**
</TABLE>
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of 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.
+ Ratio assuming no reduction for fees paid indirectly.
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 5/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Year 2/28/97
Ended Ended to
5/31/99 11/30/98 11/30/97(a)
<S> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 13.69 $ 17.77 $ 15.00
--------- --------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.12) $ (0.25) $ (0.16)
Net realized and unrealized gain (loss) on
investments 2.26 (2.76) 2.93
--------- --------- -------
Net increase (decrease) from investment
operations $ 2.14 $ (3.01) $ 2.77
Distributions to shareholders:
Net realized gain on investments - (1.07) -
--------- --------- -------
Net increase (decrease) in net asset value $ 2.14 $ (4.08) $ 2.77
--------- --------- -------
Net asset value, end of period $ 15.83 $ 13.69 $ 17.77
========= ========= =======
Total return* 15.63% (17.78)% 18.47%
Ratio of net expenses to average net assets 2.73%**+ 2.55%+ 2.48%**+
Ratio of net investment loss to average net assets (1.35)%**+ (1.53)%+ (1.32)%**+
Portfolio turnover rate 91%** 81% 55%**
Net assets, end of period (in thousands) $ 52,854 $ 57,252 $70,971
Ratios assuming no waiver of management fees and
assumption of expenses by PIM and no reduction
for fees paid indirectly:
Net expenses 2.73%** 2.55% 2.81%**
Net investment loss (1.35)%** (1.53)% (1.65)%**
Ratios assuming waiver of management fees and
assumption of expenses by PIM and reduction for
fees paid indirectly:
Net expenses 2.69%** 2.54% 2.42%**
Net investment loss (1.31)%** (1.52)% (1.26)%**
</TABLE>
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of 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.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 5/31/99
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Micro-Cap Fund (the Fund) is a Delaware business trust 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 long-term
growth of capital.
The Fund offers two classes of shares - Class A and Class B shares. Shares of
Class A and Class B each represent an interest in the same portfolio of
investments of the Fund and have equal rights to voting, redemptions, dividends
and liquidation, except that each class of shares can bear different transfer
agent and distribution fees and have exclusive voting rights with respect to
the distribution plans that have been adopted by Class A and Class B
shareholders, respectively.
The Fund's financial statements have been prepared in conformity with generally
accepted accounting principles that require the management of the Fund to,
among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates. The following is a summary of significant
accounting policies consistently followed by the Fund, which are in conformity
with those generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded on trade date. The net asset value is
computed once daily, on each day the New York Stock Exchange is open, as of
the close of regular trading on the Exchange. In computing the net asset
value, securities are valued at the last sale price on the principal exchange
where they are traded. Securities that have not traded on the date of
valuation, or securities for which sale prices are not generally reported,
are valued at the mean between the last bid and asked prices. Securities for
which market quotations are not readily available are valued at their fair
values as determined by, or under the direction of, the Board of Trustees.
Dividend income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis. Temporary cash investments are valued at
amortized cost.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes. It
is the Fund's practice to first select for sale those securities that have
the highest cost and also qualify for long-term capital gain or loss
treatment for tax purposes.
18
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
shareholders. Therefore, no federal income tax provision is required.
The characterization of distributions to shareholders for financial reporting
purposes is determined in accordance with federal income tax rules.
Therefore, the source of the Fund's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
paid-in capital, depending on the type of book/tax differences that may
exist.
C. Fund Shares
The Fund records sales and repurchases of its shares on trade date. Net
losses, if any, as a result of cancellations are absorbed by Pioneer Funds
Distributor (PFD), the principal underwriter for the Fund and an indirect
subsidiary of The Pioneer Group, Inc. (PGI). PFD earned $7,901 in
underwriting commissions on the sale of fund shares during the six months
ended May 31, 1999.
D. Class Allocations
Distribution fees are calculated based on the average daily net asset value
attributable to Class A and Class B shares of the Fund, respectively.
Shareholders of each class share all expenses and fees paid to the transfer
agent, Pioneering Services Corporation (PSC), for their services, which are
allocated based on the number of accounts in each class and the ratable
allocation of related out-of-pocket expense (see Note 3). Income, common
expenses and realized and unrealized gains and losses are calculated at the
Fund level and allocated daily to each class of shares based on the
respective percentage of adjusted net assets at the beginning of the day.
Distributions to shareholders are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A and Class B shares can bear different transfer agent and
distribution fees.
E. Deferred Organization Costs
The costs incurred by the Fund in connection with its organization have been
deferred and are amortized on a straight-line basis over a period of up to
five years. If Pioneer Investment Management, Inc. (PIM) redeems
19
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 5/31/99 (continued)
- --------------------------------------------------------------------------------
any of its initial investment prior to the end of the amortization period,
the redemption proceeds will be decreased by the pro rata share of the
unamortized expenses as of the date of redemption. The pro rata share is
derived by dividing the number of original shares redeemed by the total
number of original shares outstanding at the time of redemption.
2. Management Agreement
PIM, the Fund's investment adviser, manages the Fund's portfolio and is a
wholly owned subsidiary of PGI. Management fees are calculated daily at the
annual rate of 1.10% of the Fund's average daily net assets.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At May 31, 1999, $82,059 was payable to PIM
related to management fees, administrative and certain other services.
3. Transfer Agent
PSC, a wholly owned subsidiary of PGI, provides substantially all transfer
agent and shareholder services to the Fund at negotiated rates. Included in due
to affiliates is $48,985 in transfer agent fees payable to PSC at May 31, 1999.
4. Distribution Plans
The Fund adopted a Plan of Distribution for each class of shares (Class A Plan
and Class B Plan) in accordance with Rule 12b-1 of the Investment Company Act
of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service fee of up to
0.25% of the Fund's average daily net assets in reimbursement of its actual
expenditures to finance activities primarily intended to result in the sale of
Class A shares. Pursuant to the Class B Plan, the Fund pays PFD 1.00% of the
average daily net assets attributable to each class of shares. The fee consists
of a 0.25% service fee and a 0.75% distribution fee paid as compensation for
personal services and/or account maintenance services or distribution services
with regard to Class B shares. Included in due to affiliates is $52,036 in
distribution fees payable to PFD at May 31, 1999.
In addition, redemptions of each Class of shares may be subject to a contingent
deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of
certain net asset value purchases of Class A shares within one year of
purchase. Class B shares that are redeemed within six years of purchase are
subject to a CDSC at declining rates beginning at
20
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4.0% based on the lower of cost or market value of shares being redeemed.
Proceeds from the CDSCs are paid to PFD. For the six months ended May 31, 1999,
CDSCs in the amount of $250,195 were paid to PFD.
5. Expense Offsets
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the six
months ended May 31, 1999, the Fund's expenses were reduced by $16,694 under
such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $50 million committed, unsecured
revolving line of credit facility. Borrowings are used solely for temporary or
emergency purposes. The Fund may borrow up to the lesser of $50 million or the
limits set by its prospectus for borrowings. Interest on collective borrowings
of up to $25 million is payable at the Federal Funds Rate plus 3/8% on an
annualized basis, or at the Federal Funds Rate plus 1/2% if the borrowing
exceeds $25 million at any one time. The Funds pay an annual commitment fee for
this facility. The commitment fee is allocated among such Funds based on their
respective borrowing limits. For the six months ended May 31, 1999, the Fund
had no borrowings under this agreement.
7. Affiliated Companies
The Fund primarily invests in smaller capitalized company securities that tend
to be more sensitive to changes in earnings expectations and have lower trading
volumes than mid to large capitalized company securities, and as a result, they
may experience more abrupt and erratic price movements. The Fund's investment
in these smaller capitalized companies may exceed 5% of the outstanding voting
stock. Such companies are deemed affiliates of the Fund for financial reporting
purposes. The following summarizes transactions with affiliates of the Fund as
of May 31, 1999:
<TABLE>
<CAPTION>
Dividend
Affiliates Purchases Sales Income Value
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Riviera Tool Co. $ - $ - $ - $1,027,425
- ---------------------------------------------------------------------------
</TABLE>
21
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareowners and the Board of
Trustees of Pioneer Micro-Cap Fund:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer Micro-Cap Fund (the Fund) as of May 31, 1999, and the
related statement of operations, the statements of changes in net assets, and
the financial highlights for the periods presented. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of May
31, 1999, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Micro-Cap Fund as of May 31, 1999, the results of its operations, the
changes in its net assets, and the financial highlights for the periods
presented, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
July 9, 1999
22
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Trustees Officers Trustees
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Mary K. Bush President
Richard H. Egdahl, M.D. David D. Tripple, Executive Vice
President
Margaret B.W. Graham Eric W. Reckard, Treasurer
John W. Kendrick Joseph P. Barri, Secretary
Marguerite A. Piret
David D. Tripple
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Public Accountants
Arthur Andersen LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneering Services Corporation
</TABLE>
23
<PAGE>
- --------------------------------------------------------------------------------
PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
- --------------------------------------------------------------------------------
Your investment representative can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-800-225-6292.
FactFone(SM)
Our automated account information service, available to you 24 hours a day,
seven days a week. FactFone gives you a quick and easy way to check fund share
prices, yields, dividends and distributions, as well as information about your
own account. Simply call 1-800-225-4321. For specific account information, have
your 13-digit account number and four-digit personal identification number at
hand.
90-Day Reinstatement Privilege (for Class A Shares)
Enables you to reinvest all or a portion of the money you redeem from your
Pioneer account - without paying a sales charge - within 90 days of your
redemption. You have the choice of investing in any Pioneer fund, as long as
you meet its minimum investment requirement.
Investomatic Plan
An easy and convenient way for you to invest on a regular basis. All you need
to do is authorize a set amount of money to be moved out of your bank account
into the Pioneer fund of your choice. Investomatic also allows you to change
the dollar amount, frequency and investment date right over the phone. By
putting aside affordable amounts of money regularly, you can build a long-term
investment - without sacrificing your current standard of living.
Payroll Investment Program (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All that's
involved is for your employer to fill out an authorization form allowing
Pioneer to deduct from participating employees' paychecks. You specify the
dollar amount you want to invest into the Pioneer fund(s) of your choice.
24
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Automatic Exchange Program
A simple way to move money from one Pioneer fund to another over a period of
time. Just invest a lump sum in one fund, and select the other Pioneer funds
you wish to invest in. You choose the amounts and dates for Pioneer to sell
shares of your original fund and use the proceeds to buy shares of the other
funds you have chosen. Over time, your investment will be shifted out of the
original fund. (Automatic Exchange is available for originating accounts with a
balance of $5,000 or more.)
Directed Dividends
Lets you invest cash dividends from one Pioneer fund to an account in another
Pioneer fund with no sales charge or fee. Simply fill out the applicable
information on a Pioneer Account Options Form. (This program is available for
dividend payments only; capital gains distributions are not eligible at this
time.)
Direct Deposit
Lets you move money into your bank account using electronic funds transfer
(EFT). EFT moves your money faster than you would receive a check, eliminates
unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer
Direct Deposit Form, giving your instructions.
Systematic Withdrawal Plan (SWP)
Lets you establish automatic withdrawals from your account at set intervals.
You decide the frequency and the day of the month you want. Pioneer will send
the proceeds by check to the address you designate, or electronically to your
bank account. You also can authorize Pioneer to make the redemptions payable to
someone else. (SWPs are available for accounts with a value of $10,000 or
more.)
25
<PAGE>
- --------------------------------------------------------------------------------
RETIREMENT PLANS FROM PIONEER
- --------------------------------------------------------------------------------
Pioneer has a long history of helping people work toward their retirement
goals, offering plans suited to the individual investor and businesses of all
sizes. For more information on Pioneer retirement plans, contact your
investment professional, or call Pioneer at 1-800-622-0176.
Individual Retirement Account (IRA)
Traditional IRA
A Traditional IRA allows anyone under age 701/2 with earned income to
contribute up to $2,000 annually. Spouses may contribute up to $2,000 annually
into a separate IRA, for a total of $4,000 per year for a married couple.
Earnings are tax-deferred, and contributions may be tax-deductible.
Roth IRA
Contributions, up to $2,000 a year per person in earned income, are not
tax-deductible, but earnings are tax-free for qualified withdrawals. You can
contribute beyond age 701/2, although there are income limits for contributions
at any age.
401(k) Plan
The traditional 401(k) plan allows employees to make pre-tax contributions
through payroll deduction, up to $10,000 per year or 25% of pay, whichever is
less. Employers may contribute.
SIMPLE (Savings Incentive Match Plan for Employees) IRA Plan
Businesses with 100 or fewer eligible employees can establish the plan; it
resembles the traditional 401(k), but with less testing and lower
administration costs. Employees can make pre-tax contributions of up to $6,000
per year, and an employer contribution is required.
Most retirement plan withdrawals must meet specific conditions
to avoid penalties.
26
<PAGE>
403(b) Plan
Also known as a Tax-Sheltered Account (TSA), a 403(b) plan is available only to
employees of public schools, not-for-profit hospitals and other tax-exempt
organizations. A 403(b) plan lets employees set aside a portion of their
salary, before taxes, through payroll deduction.
Simplified Employee Pension Plan (SEP)
SEPs let self-employed people and small-business owners make tax-deductible
contributions of up to 15% of their income. Generally, employers must
contribute the same percentage of pay for themselves and any eligible
employees; contributions are made directly to employees' IRAs. SEPs are easy to
administer and can be an especially good choice for firms with few or no
employees.
Profit Sharing Plan
Profit sharing plans offer companies considerable flexibility, allowing them to
decide each year whether a contribution will be made and how much, up to 15% of
each participant's pay. These plans can include provisions for loans and
vesting schedules.
Age-Weighted Profit Sharing Plan
Like traditional profit sharing plans, employer contributions are flexible, but
age-weighted plans allocate contributions based on both age and salary.
Age-weighted plans are designed for employers who want to maximize their own
contributions while keeping contributions to employees affordable.
Money Purchase Pension Plan (MPP)
Money purchase plans are similar to profit-sharing plans, but allow for higher
annual contributions - up to 25% of pay. MPPs aren't as flexible as profit
sharing plans; a fixed percentage of pay must be contributed each year,
determined when the plan is established. Businesses often set up both MPPs and
profit sharing plans.
Most retirement plan withdrawals must meet specific conditions
to avoid penalties.
27
<PAGE>
- --------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
For information about any Pioneer mutual fund, please contact your investment
representative, or call Pioneer at 1-800-225-6292. Ask for a free fund
information kit, which includes a fund prospectus. Please read the prospectus
carefully before you invest or send money.
<TABLE>
<S> <C>
Growth Funds Income Funds
United States Taxable
Pioneer Capital Growth Fund Pioneer America Income Trust
Pioneer Growth Shares Pioneer Bond Fund
Pioneer Micro-Cap Fund Pioneer Short-Term Income Trust
Pioneer Mid-Cap Fund Pioneer Strategic Income Fund
Pioneer Small Company Fund
Tax-Free
Pioneer Tax-Free Income Fund
International/Global
Pioneer Emerging Markets Fund
Pioneer Europe Fund Money Market Fund
Pioneer Indo-Asia Fund Pioneer Cash Reserves Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
Growth and Income Funds
Pioneer Fund
Pioneer II
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Real Estate Shares
</TABLE>
28
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This page for your notes.
29
<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:
<TABLE>
<S> <C>
Account information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
Pioneering Services Corporation
60 State Street
Boston, Massachusetts 02109
Our toll-free fax 1-800-225-4240
Our Internet e-mail address [email protected]
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
</TABLE>
This report must be preceded or accompanied by a current
Fund prospectus.
[PIONEER LOGO]
<TABLE>
<S> <C>
Pioneer Investment Management, Inc.
60 State Street 0799 - 6653
Boston, Massachusetts 02109 (C) Pioneer Funds Distributor, Inc.
www.pioneerfunds.com [recycle logo] Printed on Recycled Paper
</TABLE>
