<PAGE>
[LOGO]PIONEER
INVESTMENTS -Registered Trademark-
PIONEER
MICRO-CAP
FUND
ANNUAL REPORT 11/30/00
<PAGE>
TABLE OF CONTENTS
Letter from the President 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
Results of Shareowner Meeting 25
Trustees, Officers and Service Providers 26
The Pioneer Family of Mutual Funds 27
Programs and Services for Pioneer Shareowners 28
<PAGE>
PIONEER MICRO-CAP FUND
LETTER FROM THE PRESIDENT 11/30/00
DEAR SHAREOWNER,
The year 2000, the last year of the old millenium, is ending on an historically
unsettling note. The bewildering final days of the presidential election have
come on top of a period of increased market volatility, leaving us all feeling
unsettled. We at Pioneer are convinced that the market's volatility has its
roots not in politics but in the signs of a slowing economy and in the sudden
realization by investors that some market valuations, notably technology, had
become irrational. As the new millenium unfolds we expect investors to get back
to work assessing the policies of the new administration, evaluating the
prospects for a growing economy and identifying undervalued companies.
As seasoned investors we treat periods of turmoil as periods of opportunity,
looking for the few significant facts and trends that hide well behind the
clutter of daily events. I think that you should do the same thing. This is a
good year, and a good time of year, to evaluate your retirement program
contributions, to compare a Roth IRA with a traditional IRA and to reassess your
investment allocations in light of current market conditions. A successful
investment program requires not only money, but time and planning. Your
investment professional is your best guide to making these important decisions.
AN IMPORTANT ANNOUNCEMENT FROM PIONEER
I'm very happy to report that, on October 24, 2000, Pioneer Investment
Management, Inc. became a wholly owned subsidiary of UniCredito Italiano S.p.A.,
one of Italy's largest and most successful banking groups. Early in 2001, all of
UniCredito's investment operations will be combined to form Pioneer Global Asset
Management S.p.A., which will manage over $110 billion for global individual and
institutional clients under the name Pioneer Investments-Registered Trademark-.
The new Pioneer Global will bring to Pioneer greater analytical resources that
complement our broad set of investment skills, reinforcing Pioneer's tradition
of fundamental investment analysis and sound long-term portfolio management. We
believe fund shareholders will benefit from this merger.
All of us at Pioneer appreciate your decision to invest with us and look forward
to helping you reach your financial goals.
Sincerely,
/s/ David Tripple
David Tripple
Pioneer Investment Management, Inc.
1
<PAGE>
PIONEER MICRO-CAP FUND
PORTFOLIO SUMMARY 11/30/00
PORTFOLIO DIVERSIFICATION
(As a percentage of total investment portfolio)
[PIE CHART]
<TABLE>
<S> <C>
U.S. Common Stocks 95%
Short-Term Cash Equivalents 3%
International Common Stocks 2%
</TABLE>
SECTOR DISTRIBUTION
(As a percentage of equity holdings)
[PIE CHART]
<TABLE>
<S> <C>
Consumer Cyclicals 24%
Technology 20%
Financial 16%
Energy 10%
Consumer Staples 9%
Capital Goods 7%
Health Care 6%
Basic Materials 3%
Utilities 2%
Communication Services 2%
Transportation 1%
</TABLE>
10 LARGEST HOLDINGS
(As a percentage of equity holdings)
<TABLE>
<S> <C>
1. Basin Exploration, Inc. 3.2%
2. Hain Celestial Group, Inc. 2.2
3. St. Mary Land & Exploration Co. 2.0
4. Tom Brown, Inc. 2.0
5. Chemed Corp. 1.9
6. Avant! Corp. 1.9%
7. Triad Hospitals, Inc. 1.9
8. WD-40 Co. 1.9
9. Phillips Van-Heusen Corp. 1.8
10. Stericycle, Inc. 1.7
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
PIONEER MICRO-CAP FUND
PERFORMANCE UPDATE 11/30/00 CLASS A SHARES
SHARE PRICES AND DISTRIBUTIONS
NET ASSET VALUE
PER SHARE 11/30/00 11/30/99
$20.10 $17.40
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(11/30/99-11/30/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
- - $0.313
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 and the Russell 2000 Index.
AVERAGE ANNUAL TOTAL RETURNS
(As of November 30, 2000)
<TABLE>
<CAPTION>
NET ASSET PUBLIC
PERIOD VALUE OFFERING PRICE*
<S> <C> <C>
Life-of-Fund 10.41% 8.68%
(2/28/97)
1 Year 17.26 10.53
</TABLE>
* Reflects the deduction of the maximum 5.75% sales charge at the beginning of
the period and assumes reinvestment of distributions at net asset value.
[LINE CHART]
GROWTH OF $10,000
<TABLE>
<CAPTION>
Pioneer Merrill Lynch Russell 2000
Micro-Cap Fund* Micro-Cap Index Index
<S> <C> <C> <C>
2/97 $9,425 $10,000 $10,000
$9,874 $9,981 $10,618
$11,099 $11,620 $11,853
$11,206 $12,053 $12,083
$11,540 $12,616 $12,995
5/98 $11,051 $12,810 $12,873
$7,640 $9,282 $9,554
$9,282 $10,770 $11,283
$9,603 $11,014 $11,157
$10,769 $12,127 $12,527
8/99 $11,245 $12,557 $12,263
$11,661 $13,662 $13,051
$15,856 $19,279 $16,656
$13,718 $14,711 $13,769
$16,392 $17,565 $15,593
11/00 $13,674 $14,196 $12,975
</TABLE>
The Merrill Lynch Micro-Cap Index represents the performance of 1,980 stocks
ranging in market capitalization from $50 million to $125 million. The Russell
2000 Index is an unmanaged measure of the 2,000 smallest stocks, based on
capitalization, in the Russell 3000 Index. We believe the Russell 2000 Index is
more representative of the companies in the Fund's portfolio than the Merrill
Lynch Micro-Cap Index and will not provide the Merrill Lynch index in the
future. You cannot invest directly in the Indices.
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 11/30/00 CLASS B SHARES
SHARE PRICES AND DISTRIBUTIONS
NET ASSET VALUE
PER SHARE 11/30/00 11/30/99
$19.56 $17.07
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(11/30/99-11/30/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
- - $0.313
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 and the Russell 2000 Index.
AVERAGE ANNUAL TOTAL RETURNS
(as of November 30, 2000)
<TABLE>
<CAPTION>
IF IF
PERIOD HELD REDEEMED*
<S> <C> <C>
Life-of-Fund 9.64% 9.01%
(2/28/97)
1 Year 16.36 12.36
</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.
[LINE CHART]
GROWTH OF $10,000
<TABLE>
<CAPTION>
Pioneer Merrill Lynch Russell 2000
Micro-Cap Fund* Micro-Cap Index Index
<S> <C> <C> <C>
2/97 $10,000 $10,000 $10,000
$10,473 $9,981 $10,618
$11,753 $11,620 $11,853
$11,847 $12,053 $12,083
$12,173 $12,616 $12,995
5/98 $11,633 $12,810 $12,873
$8,025 $9,282 $9,554
$9,740 $10,770 $11,283
$10,067 $11,014 $11,157
$11,263 $12,127 $12,527
8/99 $11,732 $12,557 $12,263
$12,145 $13,662 $13,051
$16,478 $19,279 $16,656
$14,237 $14,711 $13,769
$16,983 $17,565 $15,593
11/00 $13,832 $14,196 $12,975
</TABLE>
The Merrill Lynch Micro-Cap Index represents the performance of 1,980 stocks
ranging in market capitalization from $50 million to $125 million. The Russell
2000 Index is an unmanaged measure of the 2,000 smallest stocks, based on
capitalization, in the Russell 3000 Index. We believe the Russell 2000 Index is
more representative of the companies in the Fund's portfolio than the Merrill
Lynch Micro-Cap Index and will not provide the Merrill Lynch index in the
future. You cannot invest directly in the Indices.
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 11/30/00
Ken Fuller, the leader of Pioneer Micro-Cap Fund's management team, has studied
the small company universe for 15 of his 25 years in the investment business. In
the following discussion, he reviews some of the decisions he and his team made
and their impact on the Fund's impressive performance during its recently
concluded fiscal year.
Q. HOW DID THE FUND PERFORM AGAINST THIS YEAR'S BACKGROUND OF MARKET
VOLATILITY?
A. Investors who looked past this year's "names in the news" stocks found
excellent value and strong performance among small companies. In the case
of Pioneer Micro-Cap Fund, successful stock selection added significantly
to results during the fiscal year ended November 30, 2000. The Fund's Class
A and B shares had returns at net asset value of 17.26% and 16.36%,
respectively. The Merrill Lynch Micro-Cap Index and the Russell 2000 Index
returned just 3.91% and -0.58%, respectively, for the same period.
The Fund's results also comfortably surpassed the average performance of
similar funds; the 313 funds in the Fund's Lipper peer group returned an
average of 12.36% for the period. Lipper is an independent organization
that ranks mutual fund performance.
Q. WHAT PUT THE FUND SO FAR AHEAD OF ITS BENCHMARK AND ITS PEERS?
A. It was primarily a matter of picking stocks where we saw good value and
waiting for that value to gain broader recognition. Ours is a bottom-up,
one-stock-at-a-time approach, so this year's gratifying results have their
roots in our daily search for unrecognized value.
Q. WHERE DID THE SEARCH TAKE YOU?
A. Given the important roles they play in today's economy, it's no surprise
that technology and energy stocks turned up frequently on our lists.
Because small stocks are frequently overlooked, we uncovered several
companies in both areas that coupled good earnings with strong prospects
while selling at very reasonable prices.
5
<PAGE>
PIONEER MICRO-CAP FUND
PORTFOLIO MANAGEMENT DISCUSSION (continued)
Q. CAN YOU GIVE SOME EXAMPLES?
A. Technology stocks were solid contributors during the first three quarters
of the Fund's fiscal year. When that sector weakened in the fourth quarter,
strength in energy stocks provided something of an offset.
Our most successful selection was POWER-ONE, a fast-growing manufacturer of
power supplies for computers and networks. We reduced our position and took
profits when a rise in the stock's price put its market capitalization
outside the Fund's size limits. We still hold a small position -- 1.31% of
the portfolio. We also took some profits in HI/FN, a maker of integrated
circuits and software for computer networking products.
BOSTON COMMUNICATIONS GROUP, which sells prepaid cellular phone services,
also boosted performance. After a period of disappointing earnings, the
company's revised marketing programs have begun to stimulate sales and
profits. On the other hand, BROOKS AUTOMATION, which manufactures
automation tools for computer chip makers, was a disappointing performer,
as were other semiconductor capital equipment makers, especially in the
fourth quarter.
Q. WHICH ENERGY STOCKS HELPED TAKE UP THE TECHNOLOGY SLACK?
A. Three exploration and production companies tell most of the story. ST. MARY
LAND AND EXPLORATION, BASIN EXPLORATION and TOM BROWN, INC. cover three of
the four major production regions in the United States. All three companies
have benefited from a dramatic upsurge in the price of natural gas, a trend
that we believe will continue for some time.
Q. YOU ALSO OWN A NUMBER OF HEALTH CARE COMPANIES.
A. Yes, but not enough of them. Despite very good stock selection, performance
was penalized by the Fund's underexposure to this sector.
TRIAD HOSPITALS manages hospitals and surgical outpatient centers in
non-urban areas of the Sun Belt and the Midwest. This well-run company, a
spinoff from HCA, was largely overlooked by investors despite an improving
climate for health care stocks. Another selection, PEDIATRIX, is the
nation's largest physician group specializing in the care of premature
babies. Negative publicity and investigations of the company's insurance
claim
6
<PAGE>
Pioneer Micro-Cap Fund
practices drove the stock down sharply, creating a buying opportunity early
this year. The impact of the investigations has so far been minor, and
management has been steering the company toward greater profitability.
Q. WHERE ELSE HAVE YOU BEEN FINDING VALUE?
A. Despite a poor outlook for apparel and textiles, PHILLIPS VAN-HEUSEN,
makers of the Arrow line of menswear, is an attractive turnaround story.
Cost cuts and a shift in emphasis from dress to casual clothing have
boosted prospects, and the stock has performed well.
GAINSCO, a niche insurance company, is another turnaround candidate. The
stock fell when earnings were hit by a sizeable writeoff. But a large
infusion of capital has revitalized the company's finances and its
prospects, a fact not yet reflected in the stock's price. Also in
turnaround mode is WEST MARINE, a retailer of boating supplies that has
suffered from weak sales numbers and a truncated boating season in some
parts of the country. We expect better numbers next year, based on
discussions with management.
We would like to own more financial stocks, but have been a bit frustrated
in our hunt for additional candidates. On the other hand, there is good
value to be found among consumer durable stocks as well as in old-economy
industries like metal fabricating.
Q. WHAT IS YOUR OUTLOOK FOR NEXT YEAR?
A. I'll start by stating that we never try to predict the markets or the
economy. But it's become obvious that the U.S. economy is slowing. The
evidence is in lower car sales, deteriorating employment numbers and
softness in the retail sector. Values have been driven down to almost
ridiculous levels in parts of our small-company world by the pressure of
higher interest rates and the slowing economy. We think the slowdown has a
good chance of running its course in the first half of 2001, at which point
a better economic outlook may have a positive impact on valuations and
prices for small stocks, especially if more investors discover the values
that we are seeing.
7
<PAGE>
PIONEER MICRO-CAP FUND
SCHEDULE OF INVESTMENTS 11/30/00
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C>
COMMON STOCKS - 97.2%
BASIC MATERIALS - 2.7%
AGRICULTURAL PRODUCTS - 0.6%
47,900 Embrex, Inc.* $ 790,350
-----------
CONSTRUCTION (CEMENT & AGGREGATES) - 1.2%
75,700 Oglebay Norton Co. $ 1,736,369
-----------
PAPER & FOREST PRODUCTS - 0.9%
199,000 Mercer International Inc.* $ 1,318,375
-----------
TOTAL BASIC MATERIALS $ 3,845,094
-----------
CAPITAL GOODS - 7.1%
ELECTRICAL EQUIPMENT - 0.9%
17,000 Genlyte Group, Inc.* $ 397,375
19,000 Power-One, Inc.* 803,938
-----------
$ 1,201,313
-----------
MACHINERY (DIVERSIFIED) - 0.9%
31,000 Nacco Industries, Inc. $ 1,189,625
-----------
MANUFACTURING (DIVERSIFIED) - 0.8%
145,000 North American Palladium Ltd.* $ 1,185,273
-----------
METAL FABRICATORS - 2.4%
111,500 Brush Engineered Materials Inc. $ 2,132,438
149,000 N N Ball & Roller, Inc. 1,275,812
-----------
$ 3,408,250
-----------
WASTE MANAGEMENT - 2.1%
42,000 New Horizons Worldwide, Inc.* $ 645,750
70,300 Stericycle, Inc.* 2,315,506
-----------
$ 2,961,256
-----------
TOTAL CAPITAL GOODS $ 9,945,717
-----------
COMMUNICATION SERVICES - 1.6%
TELEPHONE - 1.6%
110,000 Boston Communications Group, Inc.* $ 2,241,250
-----------
TOTAL COMMUNICATION SERVICES $ 2,241,250
-----------
CONSUMER CYCLICALS - 23.5%
AUTO PARTS & EQUIPMENT - 1.2%
95,100 Applied Industrial Technologies, Inc. $ 1,688,025
-----------
BUILDING MATERIALS - 0.9%
53,800 Nortek Inc.* $ 1,223,950
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
PIONEER MICRO-CAP FUND
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C>
CONSUMER (JEWELRY, NOVELTIES & GIFTS) - 1.7%
157,500 Koala Corp.* $ 1,023,750
118,600 Movado Group, Inc. 1,415,788
-----------
$ 2,439,538
-----------
FOOTWEAR - 1.1%
98,500 Vans, Inc.* $ 1,489,813
-----------
HARDWARE & TOOLS - 1.8%
125,000 WD-40 Co. $ 2,507,812
-----------
HOUSEHOLD FURNISHING & APPLIANCES - 1.1%
200,000 Lo-Jack Corp.* $ 1,475,000
-----------
LEISURE TIME (PRODUCTS) - 0.7%
84,000 Equity Marketing Inc* $ 1,039,500
-----------
PUBLISHING - 0.7%
57,000 Advance Marketing Services, Inc. $ 1,015,312
-----------
RETAIL (COMPUTERS & ELECTRONICS) - 1.2%
145,800 Inter-TAN, Inc.* $ 1,722,262
-----------
RETAIL (HOME SHOPPING) - 1.5%
85,000 Coldwater Creek Inc.* $ 2,140,937
-----------
RETAIL (SPECIALTY) - 3.9%
165,000 Guitar Center Inc.* $ 1,876,875
93,600 Haverty Furniture 994,500
140,000 Lithia Motors Inc.* 1,951,250
107,000 West Marine, Inc.* 682,125
-----------
$ 5,504,750
-----------
RETAIL (SPECIALTY-APPAREL) - 2.6%
188,500 The Finish Line Inc.* $ 1,531,563
126,000 Wilsons The Leather Experts Inc.* 2,094,750
-----------
$ 3,626,313
-----------
SERVICES (COMMERCIAL & CONSUMER) - 3.3%
76,500 Chemed Corp. $ 2,629,688
100,000 FTI Consulting, Inc.* 712,500
105,000 Right Management Consultants, Inc.* 1,233,750
-----------
$ 4,575,938
-----------
TEXTILES (APPAREL) - 1.8%
192,000 Phillips-Van Heusen Corp. $ 2,472,000
-----------
TOTAL CONSUMER CYCLICALS $32,921,150
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
PIONEER MICRO-CAP FUND
SCHEDULE OF INVESTMENTS 11/30/00 (continued)
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C>
CONSUMER STAPLES - 8.9%
DISTRIBUTORS (FOOD & HEALTH) - 1.3%
126,800 United Natural Foods Inc.* $ 1,838,600
-----------
FOODS - 2.8%
98,855 Hain Celestial Group, Inc.* $ 2,940,936
141,000 Horizon Organic Holding Corp.* 995,813
-----------
$ 3,936,749
-----------
RESTAURANTS - 0.7%
55,000 O'Charley's Inc.* $ 955,625
-----------
RETAIL STORES (FOOD CHAINS) - 0.6%
186,000 Wild Oats Markets Inc.* $ 813,750
-----------
SERVICES (EMPLOYMENT) - 1.0%
71,000 ITT Educational Services* $ 1,411,125
-----------
SERVICES (FACILITIES & ENVIRONMENT) - 1.6%
61,640 Tetra Tech, Inc.* $ 2,153,547
-----------
SPECIALTY PRINTING - 0.9%
100,000 John H. Harland Co. $ 1,275,000
-----------
TOTAL CONSUMER STAPLES $12,384,396
-----------
ENERGY - 9.7%
OIL & GAS (EXPLORATION/PRODUCTION) - 9.2%
212,000 Basin Exploration, Inc.* $ 4,279,750
138,400 Natco Group Inc.* 1,020,700
120,000 St. Mary Land & Exploration Co. 2,760,000
100,000 Tom Brown, Inc.* 2,675,000
166,000 Unit Corp* 2,106,125
-----------
$12,841,575
-----------
OIL & GAS (DRILLING & EQUIPMENT) - 0.5%
39,000 Lufkin Industries* $ 663,000
-----------
TOTAL ENERGY $13,504,575
-----------
FINANCIAL - 15.6%
CONSUMER FINANCE - 1.0%
123,800 Medallion Financial Corp. $ 1,454,650
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
PIONEER MICRO-CAP FUND
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C>
FINANCIAL (DIVERSIFIED) - 3.6%
99,800 Dollar Thrifty Automotive Group, Inc.* $ 1,746,500
57,000 Financial Federal Corp.* 1,325,250
55,000 Microfinancial, Inc. 577,500
275,000 Transmedia Network Inc.* 825,000
127,500 Ventas, Inc. 573,750
-----------
$ 5,048,000
-----------
INSURANCE(PROPERTY/CASUALTY) - 3.8%
208,000 Gainsco Inc. $ 546,000
110,000 Highlands Insurance Group* 1,038,125
50,000 IPC Holdings Ltd. 1,075,000
74,000 Philadelphia Consolidated Holding Corp.* 1,965,625
40,000 Stewart Information Services Corporation 602,500
-----------
$ 5,227,250
-----------
REAL ESTATE - 6.4%
62,000 Bedford Property Investors, Inc. $ 1,224,500
60,000 First Washington Realty Trust, Inc. 1,522,500
79,500 Lasalle Hotel Properties 1,113,000
50,000 Pennsylvania Real Estate Investment Trust, Inc 950,000
130,000 Prime Group Realty Trust 1,974,375
97,000 Universal Health Realty Inc. 1,727,813
25,000 Wellsford Real Properties Inc.* 385,937
-----------
$ 8,898,125
-----------
SAVINGS & LOAN COMPANIES - 0.8%
88,000 Banner Corp.* $ 1,160,500
-----------
TOTAL FINANCIAL $21,788,525
-----------
HEALTHCARE - 6.0%
BIOTECHNOLOGY - 0.6%
10,000 Genzyme Corp.* $ 39,375
88,000 Texas Biotechnology Corp.* 778,800
-----------
$ 818,175
-----------
HEALTHCARE (MEDICAL PRODUCTS/SUPPLIES) - 1.0%
54,000 Endocare Inc.* $ 705,375
40,000 Young Innovations, Inc.* 740,000
-----------
$ 1,445,375
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
PIONEER MICRO-CAP FUND
SCHEDULE OF INVESTMENTS 11/30/00 (continued)
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C>
HEALTHCARE (SPECIALIZED SERVICES) - 4.4%
55,000 Morrison Management Specialists, Inc. $ 1,540,000
115,500 Pediatrix Medical Group, Inc.* 2,021,250
85,500 Triad Hospitals, Inc.* 2,554,313
-----------
$ 6,115,563
-----------
TOTAL HEALTHCARE $ 8,379,113
-----------
TECHNOLOGY - 19.2%
COMPUTERS (PERIPHERALS) - 0.9%
100,000 Secure Computing Corp.* $ 1,168,750
-----------
COMPUTERS (SOFTWARE & SERVICES) - 2.5%
165,000 Avant! Corp.* $ 2,619,375
48,000 THQ Inc.* 861,000
-----------
$ 3,480,375
-----------
ELECTRONICS (COMPONENT DISTRIBUTORS) - 7.5%
75,000 ACT Manufacturing, Inc.* $ 1,514,063
70,000 AXT, Inc.* 2,104,375
150,000 Genrad Inc.* 1,425,000
160,040 Oak Technology, Inc.* 1,940,485
150,000 Power Integrations, Inc.* 1,818,750
70,000 Sipex Corp.* 1,750,000
-----------
$10,552,673
-----------
EQUIPMENT (SEMICONDUCTORS) - 8.3%
50,000 Advanced Energy Industries Inc.* $ 984,375
60,000 Applied Science & Technology, Inc.* 686,250
64,000 ATMI Inc.* 992,000
95,000 Brooks Automation, Inc.* 2,150,859
30,000 Helix Technology Corp. 706,875
15,000 HI/FN, Inc.* 492,188
118,800 Photronics, Inc.* 1,930,500
75,000 PRI Automation, Inc.* 1,335,938
38,700 Veeco Instruments, Inc.* 1,243,237
250,000 Xicor, Inc.* 1,054,687
-----------
$11,576,909
-----------
TOTAL TECHNOLOGY $26,778,707
-----------
TRANSPORTATION - 0.6%
RAILROADS - 0.6%
137,000 Rail America Inc.* $ 822,000
-----------
TOTAL TRANSPORTATION $ 822,000
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
12
<PAGE>
PIONEER MICRO-CAP FUND
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C>
UTILITIES - 2.3%
NATURAL GAS - 2.3%
51,000 NUI Corp. $ 1,472,625
219,800 Southwestern Energy Co. 1,689,712
------------
TOTAL UTILITIES $ 3,162,337
------------
TOTAL COMMON STOCKS
(Cost $124,695,976) $135,772,864
------------
PRINCIPAL
AMOUNT
TEMPORARY CASH INVESTMENTS - 2.8%
COMMERCIAL PAPER - 2.8%
$2,063,000 American Express Credit Corp., 6.4% 12/1/00 $ 2,063,000
1,898,000 Exxon Project Investment, 6.5% 12/4/00 1,898,000
------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $3,961,000) $ 3,961,000
------------
TOTAL INVESTMENT IN SECURITIES AND
TEMPORARY CASH INVESTMENTS - 100%
(Cost $128,656,976)(a) $139,733,864
------------
</TABLE>
* Non-income producing security.
(a) At November 30, 2000, the net unrealized gain on investments based on cost
for federal income tax purposes of $128,854,413 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over cost $ 25,218,032
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (14,338,581)
------------
Net unrealized gain $ 10,879,451
------------
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for the
year ended November 30, 2000, aggregated $118,730,311 and $79,184,682,
respectively.
The accompanying notes are an integral part of these financial statements.
13
<PAGE>
PIONEER MICRO-CAP FUND
BALANCE SHEET 11/30/00
<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash
investments of $3,961,000) (cost $128,656,976) $139,733,864
Cash 987
Receivables -
Investment securities sold 239,992
Fund shares sold 437,196
Dividends and interest 109,868
Organizational costs - net 6,280
Other 4,528
------------
Total assets $140,532,715
------------
LIABILITIES:
Payables -
Investment securities purchased $ 581,635
Fund shares repurchased 367,317
Due to affiliates 265,789
Accrued expenses 90,566
------------
Total liabilities $ 1,305,307
------------
NET ASSETS:
Paid-in capital $128,051,223
Accumulated undistributed net investment income 8,750
Accumulated net realized gain on investments and futures contracts 90,547
Net unrealized gain on investments 11,076,888
------------
Total net assets $139,227,408
------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $58,322,520/2,902,101 shares) $ 20.10
------------
Class B (based on $80,904,888/4,135,392 shares) $ 19.56
------------
MAXIMUM OFFERING PRICE:
Class A $ 21.33
------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
14
<PAGE>
PIONEER MICRO-CAP FUND
FOR THE YEAR ENDED 11/30/00
<TABLE>
<CAPTION>
<S> <C> <C>
INVESTMENT INCOME:
Dividends $1,276,040
Interest 801,244
----------
Total investment income $ 2,077,284
------------
EXPENSES:
Management fees $1,580,887
Transfer agent fees
Class A 129,946
Class B 182,743
Distribution fees
Class A 141,792
Class B 870,005
Administrative fees 29,995
Custodian fees 35,391
Registration fees 45,579
Professional fees 28,844
Printing 26,131
Organization costs 5,124
Fees and expenses of nonaffiliated trustees 24,558
Miscellaneous 9,675
----------
Total expenses $ 3,110,670
Less fees paid indirectly (39,522)
------------
Net expenses $ 3,071,148
------------
Net investment loss $ (993,864)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
FUTURES CONTRACTS:
Net realized gain (loss) from:
Investments $5,661,417
Futures contracts (368,735) $ 5,292,682
---------- ------------
Change in net unrealized gain on:
Investments 7,397,953
Futures contracts (179,917) $ 7,218,036
---------- ------------
Net gain on investments and futures contracts $ 12,510,718
------------
Net increase in net assets resulting from operations $ 11,516,854
------------
</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 11/30/00 AND 11/30/99
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FROM OPERATIONS: 11/30/00 11/30/99
<S> <C> <C>
Net investment loss $ (993,864) $ (978,784)
Net realized gain on investments and futures contracts 5,292,682 6,951,580
Change in unrealized gain on investments
and futures contracts 7,218,036 13,341,071
------------ ------------
Net increase in net assets resulting
from operations $ 11,516,854 $ 19,313,867
------------ ------------
DISTRIBUTIONS TO SHAREOWNERS FROM:
Net realized gain:
Class A ($0.31 and $0.00 per share, respectively) $ (898,211) $ -
Class B ($0.31 and $0.00 per share, respectively) (1,277,935) -
------------ ------------
Total distributions to shareowners $ (2,176,146) $ -
------------ ------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 93,330,868 $ 24,805,249
Reinvestment of distributions 1,815,351 -
Cost of shares repurchased (55,684,896) (47,473,545)
------------ ------------
Net increase (decrease) in net assets resulting from
fund share transactions $ 39,461,323 $(22,668,296)
------------ ------------
Net increase (decrease) in net assets $ 48,802,031 $ (3,354,429)
NET ASSETS:
Beginning of year 90,425,377 93,779,806
------------ ------------
End of year (including accumulated undistributed net
investment income of $8,750, and $0, respectively) $139,227,408 $ 90,425,377
============ ============
<CAPTION>
CLASS A '00 SHARES '00 AMOUNT '99 SHARES '99 AMOUNT
<S> <C> <C> <C> <C>
Shares sold 2,024,002 $ 45,354,366 856,949 $ 13,979,576
Reinvestment of distributions 39,641 821,768 - -
Less shares repurchased (1,099,431) (24,338,067) (1,556,258) (24,279,765)
---------- ------------ ------------ ------------
Net increase (decrease) 964,212 $ 21,838,067 (699,309) $(10,300,189)
========== ============ ============ ============
CLASS B
Shares sold 2,206,881 $ 47,976,502 670,941 $ 10,825,673
Reinvestments of distributions 49,236 993,583 - -
Less shares repurchased (1,443,468) (31,346,829) (1,529,946) (23,193,780)
---------- ------------ ------------ ------------
Net increase (decrease) 812,649 $ 17,623,256 (859,005) $(12,368,107)
========== ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
PIONEER MICRO-CAP FUND
FINANCIAL HIGHLIGHTS 11/30/00
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED 2/28/97 TO
11/30/00 11/30/99 11/30/98 11/30/97(a)
<S> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 17.40 $ 13.85 $ 17.84 $ 15.00
------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.12) $ (0.08) $ (0.15) $ (0.07)
Net realized and unrealized gain
(loss) on investments and futures
contracts 3.13 3.63 (2.77) 2.91
------- ------- ------- -------
Net increase (decrease) from
investment operations $ 3.01 $ 3.55 $ (2.92) $ 2.84
Distributions to shareowners:
Net realized gain (0.31) - (1.07) -
------- ------- ------- -------
Net increase (decrease) in net
asset value $ 2.70 $ 3.55 $ (3.99) $ 2.84
------- ------- ------- -------
Net asset value, end of period $ 20.10 $ 17.40 $ 13.85 $ 17.84
------- ------- ------- -------
Total return* 17.26% 25.63% (17.17)% 18.93%
Ratio of net expenses to average
net assets+ 1.72% 2.02% 1.85% 1.76%**
Ratio of net investment loss to
average net assets+ (0.27)% (0.71)% (0.83)% (0.60)%**
Portfolio turnover rate 61% 78% 81% 55%**
Net assets, end of period
(in thousands) $58,323 $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 1.72% 2.02% 1.85% 2.12%**
Net investment loss (0.27)% (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 1.69% 1.98% 1.84% 1.70%**
Net investment loss (0.24)% (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 all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements
17
<PAGE>
PIONEER MICRO-CAP FUND
FINANCIAL HIGHLIGHTS 11/30/00
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED 2/28/97 TO
11/30/00 11/30/99 11/30/98 11/30/97(a)
<S> <C> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 17.07 $ 13.69 $ 17.77 $ 15.00
------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.18) $ (0.24) $ (0.25) $ (0.16)
Net realized and unrealized gain
(loss) on investments and futures
contracts 2.98 3.62 (2.76) 2.93
------- ------- ------- -------
Net increase (decrease) from
investment operations $ 2.80 $ 3.38 $ (3.01) $ 2.77
Distributions to shareowners:
Net realized gain (0.31) - (1.07) -
------- ------- ------- -------
Net increase (decrease) in net
asset value $ 2.49 $ 3.38 $ (4.08) $ 2.77
------- ------- ------- -------
Net asset value, end of period $ 19.56 $ 17.07 $ 13.69 $ 17.77
------- ------- ------- -------
Total return* 16.36% 24.69% (17.78)% 18.47%
Ratio of net expenses to average
net assets+ 2.45% 2.73% 2.55% 2.48%**
Ratio of net investment loss to
average net assets+ (1.01)% (1.42)% (1.53)% (1.32)%**
Portfolio turnover rate 61% 78% 81% 55%**
Net assets, end of period
(in thousands) $80,905 $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 2.45% 2.73% 2.55% 2.81%**
Net investment loss (1.01)% (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 2.42% 2.69% 2.54% 2.42%**
Net investment loss (0.98)% (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 all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements
18
<PAGE>
PIONEER MICRO-CAP FUND
NOTES TO FINANCIAL STATEMENTS 11/30/00
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 shareowners, respectively.
The Fund's financial statements have been prepared in conformity with
accounting principles generally accepted in the United States that require
the management of the Fund to, among other things, make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting 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 as of 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, including
interest on income bearing cash accounts, 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.
19
<PAGE>
PIONEER MICRO-CAP FUND
NOTES TO FINANCIAL STATEMENTS 11/30/00 (CONTINUED)
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 and counterparty risks which
may exceed the amounts recognized by the Fund. Changes in value of the
contracts may not directly correlate to the changes in the value of the
underlying securities. These risks may decrease the effectiveness of the
Fund's hedging strategies and potentially result in a loss. At November 30,
2000, the Fund had no outstanding futures contracts.
C. FEDERAL INCOME TAXES
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required.
The characterization of distributions to shareowners for financial reporting
purposes is determined in accordance with federal income tax rules.
Therefore, the source of the Fund's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
paid-in capital, depending on the type of book/tax differences that may
exist.
At November 30, 2000, the Fund reclassified $1,002,614 and $50,505 from
paid-in capital to accumulated net investment loss and accumulated net
realized gain 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.
20
<PAGE>
PIONEER MICRO-CAP FUND
The Fund has designated $3,261,838 as a captial gain dividend for purposes of
the dividend paid deduction.
D. FUND SHARES
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the Fund
and a wholly owned subsidiary of UniCredito Italiano S.p.A., (UniCredito
Italiano), earned $17,032 in underwriting commissions on the sale of fund
shares during the year ended November 30, 2000.
E. CLASS ALLOCATIONS
Distribution fees are calculated based on the average daily net asset values
attributable to Class A and Class B shares of the Fund, respectively.
Shareowners 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 it's
respective percentage of adjusted net assets at the beginning of the day.
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A and Class B shares can bear different transfer agent and
distribution fees.
F. REPURCHASE AGREEMENTS
With respect to repurchase agreements entered into by the Fund, the value of
the underlying securities (collateral), including accrued interest received
from counterparties, is required to be at least equal to or in excess of the
value of the repurchase agreement at the time of purchase. The collateral for
all repurchase agreements is held in safekeeping in the customer-only account
of the Fund's custodian, or subcustodians. The Fund's investment adviser,
Pioneer Investment Management, Inc. (PIM), is responsible for determining
that the value of the collateral remains at least equal to the repurchase
price.
G. 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 PIM redeems 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
21
<PAGE>
PIONEER MICRO-CAP FUND
NOTES TO FINANCIAL STATEMENTS 11/30/00 (CONTINUED)
original shares redeemed by the total number of original shares outstanding
at the time of redemption.
2. MANAGEMENT AGREEMENT
PIM manages the Fund's portfolio and is a wholly owned subsidiary of UniCredito
Italiano. 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, 2000, $137,936 was payable to
PIM related to management fees, administrative fees and certain other services.
3. TRANSFER AGENT
PSC, a wholly owned subsidiary of UniCredito Italiano, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
Included in due to affiliates is $31,408 in transfer agent fees payable to PSC
at November 30, 2000.
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 $96,445 in distribution fees payable to PFD at November 30, 2000.
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 redeemed. Proceeds from the CDSCs are paid to PFD. For the
year ended November 30, 2000, CDSCs in the amount of $370,610 were paid to PFD.
22
<PAGE>
PIONEER MICRO-CAP FUND
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, 2000, the Fund's expenses were reduced by $39,522 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, 2000, 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 (the Fund) as of November 30, 2000, 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 auditing standards generally accepted
in the United States. 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, 2000 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, 2000, the results of its operations,
the changes in its net assets, and the financial highlights for the periods
presented, in conformity with accounting principles generally accepted in the
United States.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 8, 2001
24
<PAGE>
PIONEER MICRO-CAP FUND
RESULTS OF SHAREOWNER MEETING
On September 11, 2000, Pioneer Micro-Cap Fund held a special meeting of
shareowners to approve a new management contract between the Fund and Pioneer
Investment Management, Inc., the Fund's investment adviser. Shareowners also
voted to elect trustees. Both proposals passed by shareowner vote. The new
management contract took effect when UniCredito Italiano S.p.A. completed its
acquisition of The Pioneer Group, Inc. on October 24, 2000. Here are the
detailed results of the votes.
PROPOSAL 1 -- TO APPROVE A NEW MANAGEMENT CONTRACT.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
5,113,457.699 100,405.988 110,309.049
<CAPTION>
PROPOSAL 2 -- TO ELECT TRUSTEES.
NOMINEE AFFIRMATIVE WITHHELD
<S> <C> <C>
M.K. Bush 5,206,026.108 118,146.628
J.F. Cogan, Jr. 5,205,499.758 118,672.978
Dr. R. H. Egdahl 5,209,780.346 114,392.390
M.B.W. Graham 5,206,970.726 117,202.010
M.A. Piret 5,212,612.492 111,560.244
D.D. Tripple 5,208,481.224 115,691.512
S.K. West 5,206,880.253 117,292.483
J. Winthrop 5,211,085.860 113,086.876
</TABLE>
25
<PAGE>
PIONEER MICRO-CAP FUND
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
TRUSTEES OFFICERS
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
Mary K. Bush David D. Tripple, Executive Vice President
Richard H. Egdahl, M.D. Vincent Nave, Treasurer
Margaret B.W. Graham Joseph P. Barri, Secretary
Marguerite A. Piret
David D. Tripple
Stephen K. West
John Winthrop
INVESTMENT ADVISER
Pioneer Investment Management, Inc.
CUSTODIAN
Brown Brothers Harriman & Co.
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
26
<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
UNITED STATES
Pioneer Growth Shares
Pioneer Micro-Cap Fund
Pioneer Mid-Cap Fund
Pioneer Mid-Cap Value Fund
Pioneer Science &Technology Fund
Pioneer Small Company Fund
Pioneer Tax-Managed Fund
INTERNATIONAL/GLOBAL
Pioneer Emerging Markets Fund
Pioneer Europe 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
INCOME FUNDS
TAXABLE
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer High Yield Fund
Pioneer Limited Maturity Bond Fund
Pioneer Strategic Income Fund
TAX-FREE
Pioneer Tax-Free Income Fund
MONEY MARKET FUND
Pioneer Cash Reserves Fund*
*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.
27
<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.
28
<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.)
29
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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.
[LOGO]PIONEER
INVESTMENTS-Registered Trademark-
PIONEER INVESTMENT MANAGEMENT, INC.
60 STATE STREET 9498-00-0101
BOSTON, MASSACHUSETTS 02109 -C- PIONEER FUNDS DISTRIBUTOR, INC.
www.pioneerfunds.com [LOGO]PRINTED ON RECYCLED PAPER
