<PAGE>
[Graphic: Pioneer Logo]
Pioneer
Micro-Cap
Fund
- ----------------------
ANNUAL REPORT 11/30/99
- ----------------------
<PAGE>
Table of Contents
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 5
Schedule of Investments 8
Financial Statements 14
Notes to Financial Statements 19
Report of Independent Public Accountants 24
Trustees, Officers and Service Providers 25
Programs and Services for Pioneer Shareowners 26
The Pioneer Family of Mutual Funds 28
</TABLE>
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
LETTER FROM THE CHAIRMAN 11/30/99
- --------------------------------------------------------------------------------
Dear Shareowner,
- --------------------------------------------------------------------------------
As we move forward into the new millennium, it seems a suitable time to look
back on how the world of investing has changed since Pioneer was founded in
1928. The creation of affordable investment options, including mutual funds, has
brought opportunity to millions of people worldwide and surely should be counted
among this century's greatest accomplishments. Just consider the impact a few
notable innovations - money market funds, employer-sponsored retirement vehicles
and the concept of international investing - have had on your life.
In some ways, investing has changed a great deal. One thing, however, remains
the same - our belief in the importance of a long-term perspective. Attempts at
market timing and the advent of day-trading unfortunately have led some to adopt
a "get rich quick" mentality. Looking back over time, lasting wealth has come to
investors who held to their discipline and didn't veer off course to chase the
rising star of the day. A solid, forward-thinking plan can offer great rewards,
even though it can be a tad dull moment-to-moment.
For those of you who are interested in new Pioneer products, we are pleased to
introduce Pioneer Tax-Managed Fund. The Fund builds on Pioneer's 71-year value
tradition, focusing on companies with quality management, market leadership,
solid assets and attractively priced stocks. To receive a prospectus for our
newest fund, which contains more information, including charges or expenses
please contact your investment professional or call Pioneer at 1-800-225-6292.
Please read the prospectus carefully before you invest or send money.
In October, Kenneth Fuller took over as the leader of Pioneer Micro-Cap Fund's
portfolio management team. Mr. Fuller brings over 24 years of investment
experience and we are delighted to have him at Pioneer. I encourage you to read
the Portfolio Management Discussion where he shares his insights and strategies
on the Fund.
Respectfully,
[Graphic: Signature of John F. Cogan, Jr.]
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY 11/30/99
- --------------------------------------------------------------------------------
Portfolio Diversification
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[Data for pie chart]
<TABLE>
<S> <C>
U.S. Common Stocks 90%
International Common Stocks 1%
Short-Term Cash Equivalents 9%
</TABLE>
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[Data for pie chart]
<TABLE>
<S> <C>
Technology 37%
Financial 17%
Consumer Cyclicals 14%
Consumer Staples 8%
Basic Materials 5%
Capital Goods 5%
Healthcare 4%
Energy 4%
Transportation 3%
Other 3%
</TABLE>
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------
1. Brooks Automation, Inc. 3.77% 6. Applied Science & 2.56%
Technology, Inc.
- ----------------------------------------------------------------------------------------
2. Xionics Document Technologies, 3.55 7. Netrix Corp. 2.34
Inc.
- ----------------------------------------------------------------------------------------
3. Aavid Thermal Technologies, 3.06 8. Sipex Corp. 2.34
Inc.
- ----------------------------------------------------------------------------------------
4. PRI Automation, Inc. 2.85 9. Celestial Seasonings, 2.31
Inc.
- ----------------------------------------------------------------------------------------
5. ACT Manufacturing, Inc. 2.76 10. Prime Group Realty 2.20
Trust
- ----------------------------------------------------------------------------------------
</TABLE>
2
Fund holdings will vary for other periods.
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 11/30/99 CLASS A SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 11/30/99 11/30/98
$17.40 $13.85
Distributions per Share Income Short-Term Long-Term
(11/30/98 - 11/30/99) Dividends Capital Gains Capital Gains
- - -
</TABLE>
Investment Returns
- --------------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
- ----------------------------------------
Average Annual Total Returns
(As of November 30, 1999)
Public
Net Asset Offering
Period Value Price*
<S> <C> <C>
Life-of-Fund 8.06% 5.75%
(2/28/97)
1 Year 25.63 18.45
- ----------------------------------------
</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.
[Data for mountain chart]
Growth of $10,000
<TABLE>
<CAPTION>
Merrill
Pioneer Lynch
Micro-Cap Micro-Cap
Fund* Index
<S> <C> <C>
2/97 9425 10000
5/97 9874 9981
11099 11620
11/97 11206 12053
11540 12616
5/98 11051 12810
7640 9282
11/98 9282 10770
9603 11014
5/99 10769 12127
11245 12557
11/99 11661 13662
</TABLE>
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
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 11/30/99 CLASS B SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 11/30/99 11/30/98
$17.07 $13.69
Distributions per Share Income Short-Term Long-Term
(11/30/98 - 11/30/99) Dividends Capital Gains Capital Gains
- - -
</TABLE>
Investment Returns
- --------------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
- ----------------------------------------
Average Annual Total Returns
(As of November 30, 1999)
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 7.32% 6.35%
(2/28/97)
1 Year 24.69 20.69
- ----------------------------------------
</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.
[Data for mountain chart]
Growth of $10,000
<TABLE>
<CAPTION>
Merrill
Pioneer Lynch
Micro-Cap Micro-Cap
Fund* Index
<S> <C> <C>
2/97 10000 10000
5/97 10473 9981
11753 11620
11/97 11847 12053
12173 12616
5/98 11633 12810
8025 9282
11/98 9740 10770
10067 11014
5/99 11263 12127
11732 12557
11/99 11845 13662
</TABLE>
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
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 11/30/99
- --------------------------------------------------------------------------------
In the following discussion the leader of Pioneer's small and micro-cap
investment team - Ken Fuller - reviews the market environment and the Fund's
strategy for the year ending November 30, 1999. Mr. Fuller has been an
investment professional for more than 24 years.
Q: How would you characterize the market environment for smaller value stocks
over the last year?
A: For the first time in years, micro-cap stocks as a group, turned in better
performance than the large capitalization issues that had been dominating
the market. However, the fall of 1998 was one of the most difficult periods
for micro-caps in recent memory as small stocks suffered when economic
troubles in emerging markets spread. So, it is not very surprising that
many of the stocks that were punished during certain periods of 1998, came
back strong in 1999 after many of the emerging market economies stabilized.
Q: How did Pioneer Micro-Cap Fund perform?
A: We believe it was a very successful year. The Fund's Class A shares
generated a total return of 25.63% and Class B 24.69%, both at net asset
value. The Fund's return was in line with the 26.84% return of the Merrill
Lynch Micro-Cap Index, an unmanaged measure of stocks with market
capitalizations between $50 million and $125 million. The Fund's return was
also well ahead of the 5.17% return of the 306 small-cap value funds
tracked by Lipper, Inc.* (Lipper is an independent firm that tracks mutual
fund performance.)
Q: How did the Fund perform on a sector level?
A: The technology sector was the strongest contributor to the Fund's
performance. The growth of the Internet is a major factor in the impressive
results posted by many technology firms. Fund holdings that are involved
with the production of semiconductors were
*Effective September 30, 1999, Lipper began a new classification system for
comparing funds. Pioneer Micro-Cap Fund is classified as a small-cap value
fund in this new system. Under the old classification, Lipper placed the Fund
in the micro-cap funds category.
5
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 11/30/99
- --------------------------------------------------------------------------------
especially strong, including Helix Technology and PRI Automation.
Networking and software firms such as Netrix and XionicsDocument
Technologies were also some of the Fund's best performers.
The financial and retail areas detracted from performance. Many financial
holdings were hurt as interest rate and credit quality concerns persisted.
Highlands Insurance Group and First Washington Bancorp turned in
disappointing results. Growing competition in the retail sector adversely
affected holdings such as Gymboree and The Finish Line.
Q: What are the key elements in your investment approach?
A: Our approach is team-oriented. The team members include analysts Dave
Adams, Tom Crowley and Ann Marie Hanley, along with me as team-leader. Each
member is responsible for evaluating the stock fundamentals of companies in
a number of industries. The team meets formally each week to review and
assess market data. In addition, we meet informally every day to manage the
portfolio. We believe our team approach benefits shareowners by leveraging
our resources to pursue the best investment decisions.
We employ a disciplined strategy that is designed to identify the most
attractive opportunities among micro-cap value stocks (those with market
capitalizations under $300 million) across a wide range of industries.
Overall, stocks that make up the portfolio are those we think have the
greatest potential to provide shareowners with solid returns and
below-average risk over time. However, investors should understand that
micro-cap stocks, because of their size, often face challenges and
therefore entail more risk - such as lack of liquidity - that larger, more
established companies don't face.
Q: Why is a stock's liquidity important?
A: Liquidity, a measure of how easy it is to trade stocks, is another
important but often-overlooked means of gauging value. One of the risks
investors of small stocks face is the propensity for these stocks to
6
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 11/30/99
- --------------------------------------------------------------------------------
become illiquid. Once a stock becomes illiquid it is very difficult to
sell. By gradually increasing the Fund's median market capitalization over
time, we hope to avoid many of the smaller companies that often can become
illiquid. Currently the portfolio's median market capitalization is $165.8
million.
Q: Did mergers or acquisitions influence the portfolio?
A: Yes, they did. Over the past two years, valuations for micro-cap companies
have dropped to levels whereby it's becoming more common for these
companies to be acquired. The Fund benefited from a number of mergers over
the year, most recently when Ekco, a company known for its household items,
was purchased by Corning Consumer Products. We have also seen increasing
occurrences of company managements purchasing all of the stock of a public
company at a premium, rather than remaining public.
Q: Did the Fund participate in any initial public offerings (IPOs)?
A: Yes, and they were positive contributors to the Fund's performance. The
market for IPOs has been very favorable during the past year, and many of
our IPO investments quickly met our valuation targets and were sold. Among
the IPO holdings that doubled in value, but were subsequently sold, were
ivillage, Brocade Communication Systems and pcOrder.com. These investments
entail risks, and there is no assurance that IPO investments will continue
to be significant contributors to the Fund's performance.
Q: What is your outlook for micro-cap stocks?
A: While the smallest-capitalization stocks have recovered from their extreme
lows of 1998, we still believe the valuations for micro-caps have a long
way to go before they come close to the long-term averages. Our optimism
for micro-caps has not waned and regardless of what happens in the market
in the coming year, we will stick with our stock-by-stock selection process
to build a diversified portfolio that can serve investors well over time.
7
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 11/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS - 91.3%
Basic Materials - 4.9%
Agricultural Products - 0.4%
22,500 Alico, Inc. $ 362,812
-----------
Chemicals (Specialty) - 1.9%
70,000 Vallen Corp.* $ 1,732,500
-----------
Iron & Steel - 1.1%
75,000 IMCO Recycling, Inc. $ 965,625
-----------
Paper & Forest Products - 1.5%
53,600 Deltic Timber Corp. $ 1,380,200
-----------
Total Basic Materials $ 4,441,137
-----------
Capital Goods - 4.2%
Aerospace/Defense - 1.1%
180,000 First Aviation Services, Inc.* $ 967,500
-----------
Electrical Equipment - 1.7%
32,000 Genlyte Group, Inc.* $ 772,000
34,000 Power-One, Inc.* 807,500
-----------
$ 1,579,500
-----------
Office Equipment & Supplies - 0.3%
39,900 Nashua Corp.* $ 294,262
-----------
Metal Fabricators - 1.1%
160,000 N N Ball & Roller, Inc. $ 1,040,000
-----------
Total Capital Goods $ 3,881,262
-----------
Communication Services - 0.3%
Telephone - 0.3%
50,000 Boston Communications Group, Inc.* $ 273,438
-----------
Total Communication Services $ 273,438
-----------
Consumer Cyclicals - 13.1%
Consumer (Jewelry, Novelties & Gifts) - 0.6%
36,000 Koala Corp.* $ 515,250
-----------
Footwear - 1.2%
125,800 Barry (R.G.)* $ 542,512
45,000 Vans, Inc.* 537,188
-----------
$ 1,079,700
-----------
</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>
Household Furnishing & Appliances - 2.5%
38,000 Bassett Furniture Industries, Inc. $ 605,625
25,000 ITI Technologies, Inc.* 746,875
104,600 Lo-Jack Corp.* 810,650
20,000 Recoton Corp.* 161,250
-----------
$ 2,324,400
-----------
Leisure Time (Products) - 0.6%
33,000 Equity Marketing Inc.* $ 528,000
-----------
Retail (Department Stores) - 0.7%
100,000 Elder-Beerman Stores Corp.* $ 637,500
-----------
Retail (Home Shopping) - 1.7%
55,000 Coldwater Creek Inc.* $ 1,540,000
-----------
Retail (Specialty) - 3.4%
50,000 Guitar Center Inc.* $ 537,500
70,000 Lithia Motors Inc.* 1,325,625
143,000 West Marine, Inc.* 1,224,438
-----------
$ 3,087,563
-----------
Retail (Specialty-Apparel) - 1.6%
87,000 The Finish Line Inc.* $ 576,375
30,000 Gymboree Corp.* 183,750
74,000 United Retail Group Inc.* 684,500
-----------
$ 1,444,625
-----------
Services (Commercial & Consumer) - 0.8%
70,000 Right Management Consultants, Inc.* $ 765,625
-----------
Total Consumer Cyclicals $11,922,663
-----------
Consumer Staples - 7.7%
Foods - 3.7%
93,000 Celestial Seasonings, Inc.* $ 1,923,938
32,000 J & J Snack Foods Corp.* 600,000
160,000 Zapata Corp.* 870,000
-----------
$ 3,393,938
-----------
Household Products (Non-Durables) - 1.2%
30,000 National Presto Industries, Inc. $ 1,057,500
-----------
Restaurants - 1.5%
160,000 Taco Cabana, Inc.* $ 1,390,000
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 11/30/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Services (Facilities & Environment) - 0.8%
61,640 Tetra Tech, Inc.* $ 701,155
-----------
Specialty Printing - 0.5%
51,000 Ennis Business Forms, Inc. $ 457,406
-----------
Total Consumer Staples $ 6,999,999
-----------
Energy - 3.3%
Oil & Gas (Exploration/Production) - 3.3%
4,700,000 Abacan Resource Corp.* $ 564,000
60,000 St . Mary Land & Exploration Co. 1,252,500
100,000 Tom Brown Inc.* 1,168,750
-----------
Total Energy $ 2,985,250
-----------
Financial - 15.5%
Banks - 1.1%
55,000 Capital Crossing Bank* $ 756,250
24,000 Sun Bancorp, Inc.* 276,000
-----------
$ 1,032,250
-----------
Consumer Finance - 0.1%
60,000 United PanAm Financial Corp.* $ 112,500
-----------
Financial (Diversified) - 8.1%
75,000 Dollar Thrifty Automotive Group, Inc.*+ $ 1,481,250
60,000 First Washington Realty Trust, Inc. 1,072,500
55,000 Lasalle Hotel Properties 653,125
70,000 Microfinancial, Inc. 791,875
25,000 Pennsylvania Real Estate Investment Trust, Inc. 426,563
130,000 Prime Group Realty Trust+ 1,828,125
280,000 Transmedia Network Inc.* 700,000
50,000 Wellsford Real Properties, Inc. 393,750
-----------
$ 7,347,188
-----------
Insurance (Property/Casualty) - 2.6%
150,000 Gainsco, Inc. $ 890,625
110,000 Highlands Insurance Group* 797,500
21,000 Miix Group, Inc. 286,125
25,000 Philadelphia Consolidated Holding Corp.* 365,625
-----------
$ 2,339,875
-----------
</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>
Savings & Loan Companies - 3.6%
44,000 Bay View Capital Corp. $ 737,000
50,000 First SecurityFed Financial Inc. 581,250
80,000 First Washington Bancorp Inc. 1,320,000
22,824 Washington Mutual 661,896
-----------
$ 3,300,146
-----------
Total Financial $14,131,959
-----------
Healthcare - 3.7%
Biotechnology - 1.3%
275,000 Texas Biotechnology Corp.* $ 1,168,750
-----------
Healthcare (Hospital Management) - 0.9%
70,000 Triad Hospitals Inc.* $ 866,250
-----------
Healthcare (Medical Products/Supplies) - 1.5%
45,000 ArQule, Inc.* $ 275,625
23,000 Ventana Medical Systems Inc.* 500,250
40,000 Young Innovations, Inc.* 577,500
-----------
$ 1,353,375
-----------
Total Healthcare $ 3,388,375
-----------
Technology - 33.4%
Communications Equipment - 0.7%
82,000 Cidco Inc.* $ 661,125
-----------
Computers (Networking) - 2.4%
25,000 Navidec Inc.* $ 264,062
216,500 Netrix Corp.* 1,948,500
-----------
$ 2,212,562
-----------
Computers (Software & Services) - 6.8%
65,000 Avid Technology Inc.* $ 719,063
85,000 JDA Software Group Inc.* 1,190,000
85,000 The Vanitive Corp.* 1,317,500
400,000 Xionics Document Technologies, Inc.* 2,950,000
-----------
$ 6,176,563
-----------
Electronics (Component Distributors) - 8.3%
75,000 ACT Manufacturing, Inc.* $ 2,292,187
110,000 Aavid Thermal Technologies, Inc.* 2,543,750
40,600 Parlex Corp.* 776,475
140,000 Sipex Corp.* 1,942,500
-----------
$ 7,554,912
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 11/30/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Electronics (Semiconductors) - 0.5%
15,000 Rudolph Technologies Inc.* $ 427,500
-----------
Equipment (Semiconductors) - 13.0%
63,000 Align-Rite International Inc.* $ 1,189,125
90,000 Applied Science & Technology, Inc.* 2,126,250
39,000 ATMI, Inc.* 1,187,063
115,000 Brooks Automation, Inc.* 3,133,750
30,000 Helix Technology Corp. 1,214,531
50,000 PRI Automation, Inc.* 2,368,750
60,000 Tegal Corp.* 193,125
10,000 Watkins-Johnson Co. 388,125
-----------
$11,800,719
-----------
Services (Computer Systems) - 1.7%
112,500 Centigram Communications Corp.* $ 1,575,000
-----------
Total Technology $30,408,381
-----------
Transportation - 3.1%
Railroads - 1.8%
98,500 RailTex, Inc.* $ 1,662,187
-----------
Truckers - 1.3%
125,000 Consolidated Freightways Corp.* $ 1,140,625
-----------
Total Transportation $ 2,802,812
-----------
Utilities - 2.1%
Natural Gas - 2.1%
31,000 NUI Corp. $ 780,813
155,000 Southwestern Energy Co. 1,152,760
-----------
Total Utilities $ 1,933,573
-----------
TOTAL COMMON STOCKS
(Cost $79,489,914) $83,168,849
-----------
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Value
<S> <C> <C>
TEMPORARY CASH INVESTMENTS - 8.7%
Commercial Paper - 8.7%
$3,078,000 American Express Credit Corp., 5.55%, 12/3/99 $ 3,078,000
2,400,000 Ford Motor Credit Corp., 5.72%, 12/1/99 2,400,000
2,437,000 Travelers Property Casualty Corp., 5.74%, 12/2/99 2,437,000
-----------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $7,915,000) $ 7,915,000
-----------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $87,404,914) (a)(b) $91,083,849
-----------
</TABLE>
+ Portions of these investments have been pledged to cover margin requirements
for futures contracts at November 30, 1999.
* Non-income producing security.
(a) At November 30, 1999, the net unrealized gain on investments based on cost
for federal income tax purposes of $88,500,709 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $16,999,601
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (14,416,461)
-----------
Net unrealized gain $ 2,583,140
-----------
</TABLE>
(b) At November 30, 1999, the Fund had a capital loss carryforward of
$1,666,148 which will expire by 2006 if not utilized.
Purchases and sales of securities (excluding temporary cash investments) for the
year ended November 30, 1999, aggregated $64,360,313 and $87,349,709,
respectively.
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
BALANCE SHEET 11/30/99
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash
investments of $7,915,000) (cost $87,404,914) $91,083,849
Cash 702
Receivables -
Investment securities sold 181,714
Fund shares sold 86,828
Dividends and interest 24,710
Organizational costs - net 11,355
Other 6,428
-----------
Total assets $91,395,586
-----------
LIABILITIES:
Payables -
Investment securities purchased $ 469,331
Fund shares repurchased 128,411
Variation margin 43,200
Due to affiliates 219,265
Accrued expenses 110,002
-----------
Total liabilities $ 970,209
-----------
NET ASSETS:
Paid-in capital $89,643,019
Accumulated net realized loss on investments and futures contracts (3,076,494)
Net unrealized gain on investments and futures contracts 3,858,852
-----------
Total net assets $90,425,377
===========
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $33,714,150/1,937,889 shares) $ 17.40
===========
Class B (based on $56,711,227/3,322,743 shares) $ 17.07
===========
MAXIMUM OFFERING PRICE:
Class A $ 18.46
===========
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended 11/30/99
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends $ 864,019
Interest 286,174
-----------
Total investment income $ 1,150,193
-----------
EXPENSES:
Management fees $ 936,624
Transfer agent fees
Class A 138,361
Class B 202,483
Distribution fees
Class A 83,144
Class B 545,941
Administrative fees 29,004
Custodian fees 36,611
Registration fees 53,274
Professional fees 52,131
Printing 36,646
Organization costs 5,862
Fees and expenses of nonaffiliated trustees 27,725
Miscellaneous 12,710
-----------
Total expenses $ 2,160,516
Less fees paid indirectly (31,539)
-----------
Net expenses $ 2,128,977
-----------
Net investment loss $ (978,784)
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
FUTURES CONTRACTS:
Net realized gain (loss) from:
Investments $ 7,356,219
Futures contracts (404,639) $ 6,951,580
----------- -----------
Change in net unrealized gain or loss on:
Investments $13,161,154
Futures contracts 179,917 $13,341,071
----------- -----------
Net gain on investments and futures contracts $20,292,651
-----------
Net increase in net assets resulting from operations $19,313,867
===========
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Years Ended 11/30/99 and 11/30/98
<TABLE>
<CAPTION>
Year Year
Ended Ended
11/30/99 11/30/98
<S> <C> <C>
FROM OPERATIONS:
Net investment loss $ (978,784) $ (1,455,642)
Net realized gain (loss) on investments and futures
contracts 6,951,580 (10,063,557)
Change in net unrealized gain or loss on investments
and futures contracts 13,341,071 (12,712,316)
------------ ------------
Net increase (decrease) in net assets resulting from
operations $ 19,313,867 $(24,231,515)
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
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 $ 24,805,249 $ 30,957,122
Reinvestment of distributions - 6,150,072
Cost of shares repurchased (47,473,545) (34,367,830)
------------ ------------
Net increase (decrease) in net assets resulting from
fund share transactions $(22,668,296) $ 2,739,364
------------ ------------
Net decrease in net assets $ (3,354,429) $(29,015,703)
NET ASSETS:
Beginning of year 93,779,806 122,795,509
------------ ------------
End of year (including accumulated undistributed net
investment income of $0, and $0, respectively) $ 90,425,377 $ 93,779,806
============ ============
</TABLE>
<TABLE>
<CAPTION>
'99 Shares '99 Amount '98 Shares '98 Amount
<S> <C> <C> <C> <C>
CLASS A
Shares sold 856,949 $ 13,979,576 767,876 $12,406,032
Reinvestment of distributions - - 176,116 2,828,423
Less shares repurchased (1,556,258) (24,279,765) (1,211,206) (17,264,814)
---------- ------------ ---------- -----------
Net decrease (699,309) $(10,300,189) (267,214) $(2,030,359)
========== ============ ========== ===========
CLASS B
Shares sold 670,941 $ 10,825,673 1,146,851 $18,551,090
Reinvestments of distributions - - 207,863 3,321,649
Less shares repurchased (1,529,946) (23,193,780) (1,167,093) (17,103,016)
---------- ------------ ---------- -----------
Net increase (decrease) (859,005) $(12,368,107) 187,621 $ 4,769,723
========== ============ ========== ===========
</TABLE>
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 11/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Year 2/28/97
Ended Ended to
11/30/99 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 $ (0.08) $ (0.15) $ (0.07)
Net realized and unrealized gain (loss) on
investments and futures contracts 3.63 (2.77) 2.91
------- ------- -------
Net increase (decrease) from investment
operations $ 3.55 $ (2.92) $ 2.84
Distributions to shareholders:
Net realized gain - (1.07) -
------- ------- -------
Net increase (decrease) in net asset value $ 3.55 $ (3.99) $ 2.84
------- ------- -------
Net asset value, end of period $ 17.40 $ 13.85 $ 17.84
======= ======= =======
Total return* 25.63% (17.17)% 18.93%
Ratio of net expenses to average net assets+ 2.02% 1.85% 1.76%**
Ratio of net investment loss to average net assets+ (0.71)% (0.83)% (0.60)%**
Portfolio turnover rate 78% 81% 55%**
Net assets, end of period (in thousands) $33,714 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 2.02% 1.85% 2.12%**
Net investment loss (0.71)% (0.83)% (0.96)%**
Ratios assuming waiver of management fees and
assumption of expenses by PIM and reduction for
fees paid indirectly:
Net expenses 1.98% 1.84% 1.70%**
Net investment loss (0.67)% (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.
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 11/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Year 2/28/97
Ended Ended to
11/30/99 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 $ (0.24) $ (0.25) $ (0.16)
Net realized and unrealized gain (loss) on
investments and futures contracts 3.62 (2.76) 2.93
------- ------- -------
Net increase (decrease) from investment
operations $ 3.38 $ (3.01) $ 2.77
Distributions to shareholders:
Net realized gain - (1.07) -
------- ------- -------
Net increase (decrease) in net asset value $ 3.38 $ (4.08) $ 2.77
------- ------- -------
Net asset value, end of period $ 17.07 $ 13.69 $ 17.77
======= ======= =======
Total return* 24.69% (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+ (1.42)% (1.53)% (1.32)%**
Portfolio turnover rate 78% 81% 55%**
Net assets, end of period (in thousands) $56,711 $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 (1.42)% (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 (1.38)% (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.
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 11/30/99
- --------------------------------------------------------------------------------
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 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
19
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 11/30/99 (continued)
- --------------------------------------------------------------------------------
that have the highest cost and also qualify for long-term capital gain or
loss treatment for tax purposes.
The Fund 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.
B. Futures Contracts
The Fund may enter into futures transactions to hedge against changes in
interest rates, securities prices, and currency rates or to seek to
increase total return. Upon entering into a futures contract, the Fund is
required to deposit with a broker an amount of cash or securities equal to
the minimum "initial margin" requirements of the associated futures
exchange. Subsequent payments for futures contracts ("variation margin")
are paid or received by the Fund, depending on the daily fluctuation in the
value of the contracts, and are recorded by the Fund as unrealized gains or
losses. When the contract is closed, the Fund realizes a gain or loss equal
to the difference between the opening and closing value of the contract.
The use of futures contracts involves, to varying degrees, elements of
market risk which may exceed the amounts recognized by the Fund. Changes in
value of the contracts may not directly correlate to the changes in value
of the underlying securities. These risks may decrease the effectiveness of
the Fund's hedging or trading strategies and potentially result in a loss.
At November 30, 1999, open futures contracts were as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Number of Settlement Market Unrealized
Type Contracts Month Value Gain
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Russell 2000 Future, Exp Dec 99 18 12/99 $4,071,600 $179,917
- --------------------------------------------------------------------------------------
</TABLE>
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
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
20
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
At November 30, 1999, the Fund has reclassified $978,784 and $55,704 from
paid-in-capital to accumulated net investment loss and accumulated net
realized loss on investments and futures contracts, respectively. The
reclassification has no impact on the net asset value of the Fund and is
designed to present the Fund's capital accounts on a tax basis.
D. 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, Inc. (PFD), the principal underwriter for the Fund and an
indirect subsidiary of The Pioneer Group, Inc. (PGI). PFD earned $12,108 in
underwriting commissions on the sale of fund shares during the year ended
November 30, 1999.
E. 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.
F. Deferred Organization Costs
The costs incurred by the Fund in connection with its organization have
been deferred and are being amortized on a straight-line basis over a
period of up to five years. If Pioneer Investment Management, Inc. (PIM)
redeems any of its initial investment prior to the end of the amortization
21
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 11/30/99 (continued)
- --------------------------------------------------------------------------------
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 November 30, 1999, $88,643 was payable to PIM
related to management fees, administrative fees 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 $73,474 in transfer agent fees payable to PSC at November 30,
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 average daily net assets attributable to Class A shares 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 Class B
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 $57,148 in distribution fees payable to PFD at November 30, 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 4.00% based on the lower of cost or market
value of shares being
22
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 11/30/99 (continued)
- --------------------------------------------------------------------------------
redeemed. Proceeds from the CDSCs are paid to PFD. For the year ended November
30, 1999, CDSCs in the amount of $388,700 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 year
ended November 30, 1999, the Fund's expenses were reduced by $31,539 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 year ended November 30, 1999, the Fund had no borrowings under
this agreement.
23
<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 as of November 30, 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
the 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
November 30, 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 November 30, 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
January 7, 2000
24
<PAGE>
Pioneer Micro-Cap Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Trustees Officers
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
25
<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.
26
<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.)
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.
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 Limited Maturity Bond Fund
Pioneer Mid-Cap Fund Pioneer Strategic Income Fund
Pioneer Small Company Fund
Pioneer Tax-Managed Fund Tax-Free
Pioneer Tax-Free Income Fund
International/Global
Pioneer Emerging Markets Fund Money Market Fund
Pioneer Europe Fund Pioneer Cash Reserves Fund*
Pioneer Indo-Asia 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
*An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks
to preserve the value of your investment at $1 per share, it is possible to
lose money by investing in the Fund.
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:
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
This report must be preceded or accompanied by a current
Fund prospectus.
[Graphic: Pioneer Logo]
Pioneer Investment Management, Inc.
60 State Street 7246-00-0100
Boston, Massachusetts 02109 (C) Pioneer Funds Distributor, Inc.
www.pioneerfunds.com [Recycle logo] Printed on Recycled Paper
