<PAGE>
[PIONEER LOGO]
Pioneer
Capital Growth
Fund
- ----------------------
ANNUAL REPORT 10/31/99
- ----------------------
<PAGE>
Table of Contents
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 7
Schedule of Investments 10
Financial Statements 17
Notes to Financial Statements 24
Report of Independent Public Accountants 29
Trustees, Officers and Service Providers 30
The Pioneer Family of Mutual Funds 31
Programs and Services for Pioneer Shareowners 32
Retirement Plans from Pioneer 34
</TABLE>
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
LETTER FROM THE CHAIRMAN 10/31/99
- --------------------------------------------------------------------------------
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.
I encourage you to read on to learn more about your Fund, including the
question and answer session with portfolio manager Rod Wright. You can visit
our web site at www.pioneerfunds.com to obtain information about our funds and
to view 1999 distribution information.
Respectfully,
/s/ John F. Cogan, Jr.
- ----------------------
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY 10/31/99
- --------------------------------------------------------------------------------
P o r t f o l i o D i v e r s i f i c a t i o n
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[PIE CHART PLOT POINTS]
U.S. Common Stocks 94%
Short-Term Cash
Equivalents 4%
International Common
Stocks 1%
Depositary Receipts for
International Stocks 1%
[END PLOT POINTS]
S e c t o r D i s t r i b u t i o n
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[PIE CHART PLOT POINTS]
Technology 19%
Consumer
Staples 16%
Financial 16%
Consumer Cyclicals 12%
Capital
Goods 9%
Utilities 8%
Energy 6%
Healthcare 5%
Basic Materials 4%
Other 5%
[END PLOT POINTS]
1 0 L a r g e s t H o l d i n g s
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C> <C> <C>
1. Imation Corp. 4.22% 6. Conseco, Inc. 2.51%
2. NCR Corp. 3.30 7. McDonald's Corp. 2.27
3. Columbia/HCA Healthcare 2.82 8. Financial Security 2.03
Corp. Assurance Holdings Ltd.
4. Newell Rubbermaid Inc. 2.74 9. El Paso Energy Corp. 1.97
5. Viacom, Inc. (Class B) 2.54 10. John H. Harland Co. 1.76
(Non-voting)
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Capital Growth Fund
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PERFORMANCE UPDATE 10/31/99 CLASS A SHARES
- --------------------------------------------------------------------------------
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 10/31/99 10/31/98
$ 19.90 $ 19.02
Income Short-Term Long-Term
Distributions per Share
(10/31/98 - 10/31/99) Dividends Capital Gains Capital Gains
$ 0.019 - $ 0.918
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Capital Growth Fund at public offering price, compared to the growth
of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of October 31, 1999)
<TABLE>
<CAPTION>
Net Asset Public Offering
Period Value Price*
<S> <C> <C>
Life-of-Fund 13.77% 13.04%
(7/25/90)
5 Years 10.70 9.40
1 Year 10.02 3.70
</TABLE>
* Reflects deduction of the maximum 5.75% sales charge at the beginning of the
period and assumes reinvestment of distributions at net asset value.
[MOUNTAIN CHART PLOT POINTS]
<TABLE>
Pioneer Standard
Capital &Poor's
Growth 500
Fund* Index
<S> <C> <C>
7/90 9425 10000
6732 9426
10/91 10395 12286
11526 13221
10/93 15743 14547
18738 14745
10/95 22359 20266
25292 24907
10/97 31026 33205
28315 42675
10/99 31153 47774
</TABLE>
[END PLOT POINTS]
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the over-the-counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. 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 Capital Growth Fund
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PERFORMANCE UPDATE 10/31/99 CLASS B SHARES
- --------------------------------------------------------------------------------
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 10/31/99 10/31/98
$ 19.22 $ 18.52
Income Short-Term Long-Term
Distributions per Share
(10/31/98 - 10/31/99) Dividends Capital Gains Capital Gains
- - $ 0.918
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Capital Growth Fund, compared to the growth of the
Standard & Poor's 500 Index.
Average Annual Total Returns
(As of October 31, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 11.57% 11.46%
(4/4/94)
5 Years 9.86 9.72
1 Year 9.17 5.17
</TABLE>
* Reflects deduction of the maximum
applicable contingent deferred sales charge (CDSC) at the end of the period
and assumes reinvestment of distributions. The maximum CDSC of 4% declines
over six years.
[MOUNTAIN CHART PLOT POINTS]
<TABLE>
Pioneer Standard
Capital &Poor's
Growth 500
Fund* Index
<S> <C> <C>
4/94 10000 10000
10321 10273
10/94 11513 10922
4/95 12589 12065
10/95 13633 13802
4/96 16019 15698
10/96 15306 17116
4/97 16168 19641
10/97 18627 22613
4/98 21137 27694
10/98 16882 27585
4/99 19264 33732
10/99 18320 34653
</TABLE>
[END PLOT POINTS]
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the over-the-counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. 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 Capital Growth Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/99 CLASS C SHARES
- --------------------------------------------------------------------------------
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 10/31/99 10/31/98
$ 19.16 $ 18.49
Income Short-Term Long-Term
Distributions per Share
(10/31/98 - 10/31/99) Dividends Capital Gains Capital Gains
- - $ 0.918
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Capital Growth Fund, compared to the growth of the
Standard & Poor's 500 Index.
Average Annual Total Returns
(As of October 31, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 6.28% 6.28%
(1/31/96)
1 Year 9.02 9.02
</TABLE>
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
[MOUNTAIN CHART PLOT POINTS]
<TABLE>
Pioneer Standard
Capital &Poor's
Growth 500
Fund* Index
<S> <C> <C>
1/96 10000 10000
4/96 10931 10340
10054 10173
10/96 10449 11274
11359 12631
4/97 11045 12937
12833 15473
10/97 12721 14894
12619 16030
4/98 14433 18241
13055 18456
10/98 11527 18169
12088 21230
4/99 13144 22218
13669 22177
10/99 12567 22825
</TABLE>
[END PLOT POINTS]
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the over-the-counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. 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.
5
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/99 CLASS Y SHARES
- --------------------------------------------------------------------------------
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 10/31/99 10/31/98
$ 19.91 $ 19.06
Income Short-Term Long-Term
Distributions per Share
(10/31/98 - 10/31/99) Dividends Capital Gains Capital Gains
$ 0.137 - $ 0.918
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Capital Growth Fund, compared to the growth of the
Standard & Poor's 500 Index.
Average Annual Total Returns*
(As of October 31, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed
<S> <C> <C>
Life-of-Fund -6.38% -6.38%
(7/2/98)
1 Year 10.54 10.54
</TABLE>
* Assumes reinvestment of distributions.
[MOUNTAIN CHART PLOT POINTS]
<TABLE>
Pioneer Standard
Capital &Poor's
Growth 500
Fund* Index
<S> <C> <C>
7/98 10000 10000
9352 9788
7739 8361
7796 8919
10/98 8287 9635
8391 10205
8719 10815
1/99 8724 11259
8461 10895
8921 11352
4/99 9520 11783
9681 11488
10177 12150
7/99 9929 11761
9501 11687
9059 11392
10/99 9161 12105
</TABLE>
[END PLOT POINTS]
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the over-the-counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. 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.
6
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 10/31/99
- --------------------------------------------------------------------------------
Pioneer Capital Growth Fund's fiscal year ended on October 31, 1999. In the
following discussion Rod Wright, the Fund's portfolio manager, provides an
update on this mid-cap value fund, the economic environment and investment
strategies that shaped the Fund's performance over the period.
Q: How would you characterize the market environment for mid-cap value stocks
over the last year?
A: The 12 months ended October 31, 1999 proved challenging for mid-cap value
stocks. Investors, once again, were drawn toward large-company growth stocks,
especially technology stocks whose outstanding performance was the main
contributor to the positive returns across all major market indices. We were
encouraged that mid-cap companies, especially those with a value orientation,
performed well during the second quarter of 1999 and even though the
situation reversed during the summer we believe this period exemplifies the
potential for this asset class when sentiment does change. While this has
been an unusual and sometimes frustrating period for value investors, we are
confident that the merits of value investing will be proven in time.
Q: How did the Fund perform in this environment?
A: For the one-year period, the Fund's Class A shares returned 10.02%, Class B
shares 9.17% and Class C shares 9.02%, all at net asset value versus a return
of 25.63% for the Standard & Poor's 500 Index. Much of the Fund's
underperformance relative to the Index can be attributed to its focus on
mid-cap value stocks in a market that was dominated by large growth
companies, especially those related to technology and the internet. However,
the Fund handily beat the S&P Midcap 400 BARRA Value Index which returned
4.00%, and also outperformed the 8.69% average return of the Lipper, Inc.
mid-cap value funds category. (Lipper is an independent company that tracks
mutual fund performance.)*
*Effective September 30, 1999, Lipper began a new classification system for
comparing funds. Pioneer Capital Growth Fund is classified as a mid-cap value
fund in this new system. Under the old system, Lipper placed the Fund in the
mid-cap funds category.
7
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 10/31/99 (continued)
- --------------------------------------------------------------------------------
Q: Do you have a strict definition for value?
A: The intrinsic value of a company is a function of its future expected cash
flows. We do not confine our idea of value to one type of investment.
Opportunities can include types of investments that others may define as deep
value, stable value, relative value or opportunistic value. Deep value stocks
are associated with companies that are typically out-of-favor, with low
valuations - classic turnaround situations. Stable value stocks - also called
defensive stocks - are found in companies with products or services that
generate recurring cash flow but may be hurt by an unusual event. Relative
value stocks are those that, when analyzed using standard valuation measures
such as price-to-earnings or price-to-book ratios, are cheap compared to
their peers. Finally, there are opportunistic value stocks. Very often Wall
Street will overreact to negative news and unfairly punish a company's stock.
In these cases, we are often able to pick up a quality stock at an attractive
valuation. At all times, however, our primary consideration is the outlook
for the company, and our estimation of its expected value.
Q: What specific sectors or holdings helped or hurt Fund performance?
A: The energy and technology sectors were the strongest contributors, while the
financial and healthcare areas detracted from performance.
Although the prices of energy stocks were depressed in late 1998, they
rebounded sharply in 1999 after oil-producing nations reached an agreement on
production. Conoco and Apache are two holdings that performed well. Mergers
also affected the energy sector and we sold Atlantic Richfield after the
announcement that it would be acquired by British Petroleum. In the
technology sector, Etec Systems, which is involved in semi-conductors, and
Imation, a manufacturer of integrated circuits, were both standout
investments. However, even though technology is currently the largest sector
in the portfolio, we are concerned about the rising valuations in the sector,
and the Fund is currently underweighted in this area compared to both the S&P
500 Index and S&P 400 Midcap Index.
8
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Financial companies were hurt as interest rate and credit quality concerns
persisted. Conseco and Nationwide Financial Services are two insurance
holding companies that produced weak results. Many healthcare service
providers were negatively affected by regulatory concerns about Medicare, and
the Fund's holdings in this sector were no exception. However, we were
fortunate to be significantly under-exposed to the group, with about one-half
the weighting found in the S&P 500.
Q: Do you have an example of a stock that exemplifies your value strategy?
A: Yes, First Data is in the electronic funds transfer business. At one time or
another it fit into most of the valuation categories I previously described.
Among other services, it provides transaction processing for banks that issue
credit and debit cards. When the Fund purchased the stock late in 1997, it
was an out-of-favor company due to a poorly timed acquisition. However, the
company interested us because it had the ability to generate recurring, and
growing, cash flow. In First Data's case, consider the number of times credit
cards are scanned every day. At the same time, the company was selling at a
far lower price-to-earnings multiple than many of its competitors and we were
confident that the company's management could turn things around. As it turns
out, First Data's share price has increased over 79% since the Fund's first
purchase.
Q: What is your outlook for mid-cap stocks and the Fund?
A: While the Fund performed well versus other mid-cap value portfolios during
the year, it is disappointing that value stocks continue to trail growth
stocks by a wide margin. In fact, mid-cap stocks have underperformed the
broader market for about six years which, on a historical basis, is an
extended period. By our calculations mid-cap stocks are about as cheap as
they've ever been relative to the S&P 500 Index. Thanks to these low
valuations we have been able to target a wide range of solid companies. We
believe the Fund's mid-cap focus and its broad value strategy can serve
investors well as we move into the new millennium.
9
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS - 95.9%
Basic Materials - 4.2%
Chemicals - 1.4%
600,000 IMC Global Inc. $ 7,650,000
1,150,000 Lyondell Petrochemicals Co. 13,943,750
-----------
$21,593,750
-----------
Chemicals (Specialty) - 1.3%
800,000 Borden Chemicals & Plastics, L.P. $ 2,750,000
1,100,000 Wellman, Inc. 16,568,750
-----------
$19,318,750
-----------
Gold & Precious Metals Mining - 0.4%
350,000 Barrick Gold Corp. $ 6,409,375
-----------
Paper & Forest Products - 1.1%
325,000 Bowater, Inc. $17,062,500
-----------
Total Basic Materials $64,384,375
-----------
Capital Goods - 8.5%
Aerospace/Defense - 1.0%
250,000 Cordant Technologies Inc. $ 7,796,874
250,000 Precision Cast Part Corp. 7,375,000
-----------
$15,171,874
-----------
Containers (Metal & Glass) - 0.2%
250,000 American National Can Group, Inc.* $ 3,125,000
-----------
Electrical Equipment - 3.5%
450,000 Molex, Inc. $16,425,000
300,000 SCI Systems, Inc.* 14,812,500
880,000 Vishay Intertechnology, Inc.* 21,505,000
-----------
$52,742,500
-----------
Machinery (Diversified) - 1.1%
700,000 Kaydon Corp. $17,368,750
-----------
Manufacturing (Diversified) - 0.6%
275,000 Hillenbrand Industries, Inc. $ 9,109,375
-----------
Manufacturing (Specialized) - 1.4%
375,000 Sealed Air Corp.* $20,765,625
-----------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Metal Fabricators - 0.7%
780,000 Brush Wellman, Inc. $ 10,335,000
------------
Total Capital Goods $128,618,124
------------
Communication Services - 3.0%
Telephone - 3.0%
200,000 Alltel Corp. $ 16,650,000
200,000 Cincinnati Bell Inc. 4,162,500
210,000 Telephone and Data Systems, Inc. 24,202,500
------------
Total Communication Services $ 45,015,000
------------
Consumer Cyclicals - 11.5%
Auto Parts & Equipment - 1.4%
350,000 ITT Industries Inc. $ 11,965,625
300,000 Lear Corp.* 10,125,000
------------
$ 22,090,625
------------
Leisure Time (Products) - 1.4%
1,550,000 Mattel Inc. $ 20,731,250
------------
Publishing - 0.5%
700,000 PRIMEDIA, Inc.* $ 7,831,250
------------
Publishing (Newspapers) - 1.2%
300,000 Dow Jones & Co., Inc. $ 18,450,000
------------
Retail (General Merchandise) - 1.0%
1,450,000 Kmart Corp.* $ 14,590,625
------------
Retail (Specialty) - 4.6%
702,500 Blockbuster Inc.* $ 8,517,812
1,200,000 Borders Group, Inc.* 15,600,000
890,000 Cole National Corp.*+ 5,673,750
643,000 Helig-Myers Co. 2,813,125
2,000,000 OfficeMax, Inc.* 10,125,000
1,070,000 Pep Boys-Manny, Moe & Jack 13,375,000
1,900,000 Venator Group Inc.* 13,300,000
------------
$ 69,404,687
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Services (Commercial & Consumer) - 0.9%
450,000 Regis Corp. $ 8,353,125
1,000,000 Stewart Enterprises, Inc. 4,750,000
------------
$ 13,103,125
------------
Textiles (Apparel) - 0.5%
275,000 VF Corp. $ 8,267,188
------------
Total Consumer Cyclicals $174,468,750
------------
Consumer Staples - 15.6%
Distributors (Food & Health) - 0.2%
400,000 Bergen Brunswig Corp. $ 2,850,000
------------
Entertainment - 2.4%
825,000 Viacom, Inc. (Class B) (Non-voting)* $ 36,918,750
------------
Foods - 3.2%
275,000 Hershey Foods Corp. $ 13,887,500
400,000 Ralston Purina Co. 12,575,000
350,000 Sara Lee Corp. 9,471,875
46,500 Tootsie Roll Industries Inc. 1,473,469
737,100 Tyson Foods, Inc. 11,240,775
------------
$ 48,648,619
------------
Housewares - 2.6%
1,150,000 Newell Rubbermaid Inc. $ 39,818,750
------------
Restaurants - 2.8%
1,250,000 Lone Star Steakhouse & Saloon, Inc.* $ 10,000,000
800,000 McDonald's Corp. 33,000,000
------------
$ 43,000,000
------------
Retail (Drug Stores) - 0.7%
1,200,000 Rite Aid Corp. $ 10,500,000
------------
Retail Stores (Food Chain) - 0.9%
250,000 The Great Atlantic & Pacific Tea Co., Inc. $ 7,140,625
325,000 Kroger Co.* 6,764,063
------------
$ 13,904,688
------------
Services (Employment) - 1.1%
1,423,000 Modis Professional Services Inc.* $ 15,919,813
------------
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Specialty Printing - 1.7%
1,350,000 John H. Harland Co. $ 25,650,000
------------
Total Consumer Staples $237,210,620
------------
Energy - 6.0%
Oil (Domestic Integrated) - 1.0%
575,000 Conoco Inc. $ 15,776,562
------------
Oil & Gas (Drilling & Equipment) - 2.2%
1,300,000 R & B Falcon Corp.* $ 16,168,750
250,000 Tidewater, Inc. 7,500,000
350,000 Transocean Offshore Inc. 9,515,625
------------
$ 33,184,375
------------
Oil & Gas (Production/Exploration) - 2.8%
350,000 Apache Corp. $ 13,650,000
275,000 Burlington Resources Inc. 9,590,625
700,000 Ocean Energy Inc.* 6,431,250
850,000 Union Pacific Resources Group, Inc. 12,325,000
------------
$ 41,996,875
------------
Total Energy $ 90,957,812
------------
Financial - 14.9%
Banks (Regional) - 3.0%
375,000 Marshall & Ilsley Corp. $ 25,171,875
500,000 North Fork Bankcorporation, Inc. 10,343,750
350,000 TCF Financial Corp. 10,325,000
------------
$ 45,840,625
------------
Insurance (Life/Health) - 3.8%
500,000 Axa Financial, Inc. $ 16,031,250
1,500,000 Conseco, Inc. 36,468,750
150,000 UNUM Corp. 4,940,625
------------
$ 57,440,625
------------
Insurance (Multi-Line) - 0.5%
200,000 Nationwide Financial Services, Inc. $ 7,575,000
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Insurance (Property/Casualty) - 3.9%
575,000 Ace Ltd. $ 11,176,563
325,000 Allmerica Financial Corp. 18,585,938
525,000 Financial Security Assurance Holdings Ltd. 29,596,875
------------
$ 59,359,376
------------
Investment Banking/Brokerage - 1.7%
250,000 Edwards (A.G.), Inc. $ 7,515,625
450,000 Paine Webber Group, Inc. 18,337,500
------------
$ 25,853,125
------------
Savings & Loan Companies - 2.0%
707,700 Charter One Financial Inc. $ 17,382,881
350,000 Washington Mutual, Inc. 12,578,125
------------
$ 29,961,006
------------
Total Financial $226,029,757
------------
Healthcare - 5.2%
Healthcare (Drugs/Major Pharmaceutical) - 1.1%
300,000 Pharmacia & Upjohn Inc. $ 16,181,250
------------
Healthcare (Hospital Management) - 3.9%
1,700,000 Columbia/HCA Healthcare Corp. $ 41,012,500
2,000,000 Health Management Associates, Inc.* 17,750,000
------------
$ 58,762,500
------------
Healthcare (Medical Products/Supplies) - 0.2%
200,000 Boston Scientific Corp.* $ 3,996,860
------------
Total Healthcare $ 78,940,610
------------
Technology - 18.4%
Communications Equipment - 3.0%
500,000 ADC Telecommunications Inc.* $ 23,843,750
400,000 Alcatel Alsthom (A.D.R.) 12,275,000
700,000 Andrew Corp.* 9,012,500
------------
$ 45,131,250
------------
Computers (Hardware) - 3.2%
1,450,000 NCR Corp.* $ 48,031,250
------------
Computers (Networking) - 0.6%
350,000 3Com Corp.* $ 10,150,000
------------
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Computers (Peripherals) - 1.6%
300,000 Seagate Technology, Inc.* $ 8,831,250
1,000,000 Storage Technology Corp.* 15,750,000
------------
$ 24,581,250
------------
Computers (Software & Services) - 1.8%
600,000 Intuit, Inc.* $ 17,475,000
500,000 Parametric Technology Co.* 9,531,250
------------
$ 27,006,250
------------
Electronics (Semiconductors) - 1.4%
175,000 Etec Systems, Inc.* $ 6,682,812
200,000 Micron Technology, Inc.* 14,262,500
------------
$ 20,945,312
------------
Photography/Imaging - 4.0%
2,000,000 Imation Corp.*+ $ 61,375,000
------------
Services (Computer Systems) - 1.9%
350,000 Investment Technology Group, Inc. $ 9,231,250
826,000 Keane, Inc.* 19,411,000
------------
$ 28,642,250
------------
Services (Data Processing) - 0.9%
300,000 First Data Corp. $ 13,706,250
------------
Total Technology $279,568,812
------------
Transportation - 0.5%
Air Freight - 0.5%
250,000 CNF Transportation Inc. $ 8,265,625
------------
Total Transportation $ 8,265,625
------------
Utilities - 8.1%
Electric Companies - 4.8%
350,000 Allegheny Energy Inc. $ 11,134,375
900,000 Citizens Utilities Co. (Class B) 10,406,250
400,000 DPL, Inc. 8,100,000
200,000 DQE, Inc. 7,987,500
425,000 DTE Energy Co. 14,104,688
275,000 Kansas City Power & Light Co. 6,737,500
386,914 NSTAR 14,726,914
------------
$ 73,197,227
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Natural Gas - 3.3%
700,000 El Paso Energy Corp. $ 28,700,000
416,000 KeySpan Energy Corp. 11,700,000
475,900 Questar Corp. 8,566,200
--------------
$ 48,966,200
--------------
Total Utilities $ 122,163,427
--------------
TOTAL COMMON STOCKS
(Cost $1,448,257,329) $1,455,622,912
--------------
</TABLE>
<TABLE>
<CAPTION>
Principal
Amount
<S> <C> <C>
TEMPORARY CASH INVESTMENTS - 4.1%
Commercial Paper - 4.1%
$20,503,000 Chevron USA, Inc., 5.27%, 11/2/99 $ 20,503,000
19,403,000 Citigroup Inc., 5.22%, 11/1/99 19,403,000
21,689,000 Exxon Project Investment Co., 5.26%, 11/3/99 21,689,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $61,595,000) $ 61,595,000
--------------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,509,852,329)(a) $1,517,217,912
--------------
</TABLE>
* Non-income producing security.
+ Investment held by the Fund representing 5% or more of the outstanding
voting stock of such company.
(a) At October 31, 1999, the net unrealized gain on investments based on cost
for federal income tax purposes of $1,508,396,421 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $183,182,595
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (174,361,104)
------------
Net unrealized gain $ 8,821,491
------------
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for
the year ended October 31, 1999 aggregated $1,251,613,716 and $1,806,204,860,
respectively.
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
BALANCE SHEET 10/31/99
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash
investments of $61,595,000) (cost $1,509,852,329) $ 1,517,217,912
Cash 646
Receivables -
Investment securities sold 6,245,442
Fund shares sold 1,569,901
Dividends and interest 1,091,209
Other 55,099
---------------
Total assets $ 1,526,180,209
---------------
LIABILITIES:
Payables -
Investment securities purchased $ 4,788,970
Fund shares repurchased 3,156,069
Due to affiliates 1,988,855
Accrued expenses 218,300
---------------
Total liabilities $ 10,152,194
---------------
NET ASSETS:
Paid-in capital $ 1,306,413,870
Accumulated undistributed net investment income 4,104,990
Accumulated undistributed net realized gain on investments 198,143,572
Net unrealized gain on investments 7,365,583
---------------
Total net assets $ 1,516,028,015
---------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,067,562,337/53,641,750 shares) $ 19.90
---------------
Class B (based on $412,116,270/21,447,075 shares) $ 19.22
---------------
Class C (based on $32,373,482/1,689,606 shares) $ 19.16
---------------
Class Y (based on $3,975,926/199,658 shares) $ 19.91
---------------
MAXIMUM OFFERING PRICE:
Class A $ 21.11
---------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended 10/31/99
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends (net of foreign taxes withheld of $8,579) $23,746,572
Interest 3,488,170
-----------
Total investment income $ 27,234,742
-------------
EXPENSES:
Management fees
Basic Fee $11,420,438
Performance Adjustment (845,991)
Transfer agent fees
Class A 3,376,330
Class B 1,707,002
Class C 172,858
Class Y 450
Distribution fees
Class A 3,023,347
Class B 4,936,956
Class C 398,209
Administrative fees 284,646
Custodian fees 130,077
Registration fees 35,650
Professional fees 112,949
Printing 191,080
Fees and expenses of nonaffiliated trustees 52,093
Miscellaneous 34,408
-----------
Total expenses $ 25,030,502
Less fees paid indirectly (285,487)
-------------
Net expenses $ 24,745,015
-------------
Net investment income $ 2,489,727
-------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments (including net realized
loss of $287,513 from affiliated companies) $201,617,649
Change in net unrealized gain on investments (29,027,037)
-------------
Net gain on investments $172,590,612
-------------
Net increase in net assets resulting from operations $175,080,339
-------------
</TABLE>
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Years Ended 10/31/99 and 10/31/98
<TABLE>
<CAPTION>
Year Ended Year Ended
<S> <C> <C>
FROM OPERATIONS: 10/31/99 10/31/98
Net investment income $ 2,489,727 $ 2,210,142
Net realized gain on investments 201,617,649 88,383,725
Change in net unrealized gain or loss on investments (29,027,037) (282,031,277)
-------------- ---------------
Net increase (decrease) in net assets resulting
from operations $ 175,080,339 $ (191,437,410)
-------------- ---------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A ($0.02 and $0.10 per share, respectively) $ (1,273,056) $ (7,125,475)
Class Y ($0.14 and $0.00 per share, respectively) (27,357) -
Net realized gain:
Class A ($0.92 and $2.25 per share, respectively) (61,159,129) (154,430,807)
Class B ($0.92 and $2.25 per share, respectively) (27,238,926) (73,633,217)
Class C ($0.92 and $2.25 per share, respectively) (2,416,140) (6,091,331)
Class Y ($0.92 and $0.00 per share, respectively) (184,005) -
-------------- ---------------
Total distributions to shareholders $ (92,298,613) $ (241,280,830)
-------------- ---------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 361,192,810 $ 479,028,328
Reinvestment of distributions 81,257,270 209,303,525
Cost of shares repurchased (945,632,719) (716,309,430)
-------------- ---------------
Net decrease in net assets resulting from fund
share transactions $ (503,182,639) $ (27,977,577)
-------------- ---------------
Net decrease in net assets $ (420,400,913) $ (460,695,817)
NET ASSETS:
Beginning of year 1,936,428,928 2,397,124,745
-------------- ---------------
End of year (including accumulated undistributed net
investment income of $4,104,990 and $2,528,415,
respectively) $1,516,028,015 $1,936,428,928
-------------- ---------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CLASS A '99 Shares '99 Amount '98 Shares '98 Amount
Shares sold 13,114,186 $ 265,492,035 15,904,559 $343,579,340
Reinvestment of distributions 3,185,587 57,882,157 7,251,884 148,518,582
Less shares repurchased (31,430,432) (625,536,208) (22,914,494) (490,608,971)
----------- ------------- ----------- ------------
Net increase (decrease) (15,130,659) $(302,162,016) 241,949 $ 1,488,951
----------- ------------- ----------- ------------
CLASS B
Shares sold 3,959,590 $ 77,745,833 5,151,319 $109,379,552
Reinvestment of distributions 1,230,800 21,748,246 2,889,094 58,013,010
Less shares repurchased (14,742,822) (281,730,159) (9,828,979) (202,913,967)
----------- ------------- ----------- ------------
Net decrease (9,552,432) $(182,236,080) (1,788,566) $(35,521,405)
----------- ------------- ----------- ------------
CLASS C
Shares sold 872,665 $ 17,052,108 995,367 $ 20,998,898
Reinvestment of distributions 80,289 1,415,505 138,320 2,771,933
Less shares repurchased (1,959,308) (37,039,840) (1,091,750) (22,518,084)
----------- ------------- ----------- ------------
Net increase (decrease) (1,006,354) $ (18,572,227) 41,937 $ 1,252,747
----------- ------------- ----------- ------------
CLASS Y*
Shares sold 44,268 $ 902,834 223,052 $ 5,070,538
Reinvestment of distributions 11,671 211,362 - -
Less shares repurchased (65,741) (1,326,512) (13,592) (268,408)
----------- ------------- ----------- ------------
Net increase (decrease) (9,802) $ (212,316) 209,460 $ 4,802,130
----------- ------------- ----------- ------------
</TABLE>
*Class Y shares were first publicly offered on July 2, 1998.
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/99\
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended Year Ended
10/31/99 10/31/98
<S> <C> <C>
CLASS A
Net asset value, beginning of year $ 19.02 $ 23.23
--------- ---------
Increase (decrease) from investment operations:
Net investment income $ 0.12 $ 0.08
Net realized and unrealized gain (loss) on investments 1.70 (1.94)
--------- ---------
Net increase (decrease) from investment operations $ 1.82 $ (1.86)
Distributions to shareholders:
Net investment income (0.02) (0.10)
Net realized gain (0.92) (2.25)
--------- ---------
Net increase (decrease) in net asset value $ 0.88 $ (4.21)
--------- ---------
Net asset value, end of year $ 19.90 $ 19.02
--------- ---------
Total return* 10.02% (8.74)%
Ratio of net expenses to average net assets 1.18%+ 1.08%+
Ratio of net investment income to average net assets 0.37%+ 0.33%+
Portfolio turnover rate 75% 61%
Net assets, end of year (in thousands) $1,067,562 $1,308,335
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.16% 1.07%
Net investment income 0.39% 0.34%
<CAPTION>
Year Ended Year Ended Year Ended
10/31/97 10/31/96 10/31/95
<S> <C> <C> <C>
CLASS A
Net asset value, beginning of year $ 19.85 $ 19.42 $ 17.26
--------- --------- -------
Increase (decrease) from investment operations:
Net investment income $ 0.15 $ 0.08 $ 0.08
Net realized and unrealized gain (loss) on investments 4.17 2.31 3.03
--------- --------- -------
Net increase (decrease) from investment operations $ 4.32 $ 2.39 $ 3.11
Distributions to shareholders:
Net investment income (0.06) (0.09) -
Net realized gain (0.88) (1.87) (0.95)
--------- --------- -------
Net increase (decrease) in net asset value $ 3.38 $ 0.43 $ 2.16
--------- --------- -------
Net asset value, end of year $ 23.23 $ 19.85 $ 19.42
--------- --------- -------
Total return* 22.67% 13.12% 19.32%
Ratio of net expenses to average net assets 1.00%+ 1.02%+ 1.16%+
Ratio of net investment income to average net assets 0.64%+ 0.43%+ 0.53%+
Portfolio turnover rate 63% 37% 59%
Net assets, end of year (in thousands) $1,591,655 $1,299,611 $845,415
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.98% 1.00% 1.14%
Net investment income 0.66% 0.45% 0.55%
</TABLE>
* 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.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended Year Ended
10/31/99 10/31/98
<S> <C> <C>
CLASS B
Net asset value, beginning of year $ 18.52 $ 22.73
-------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.18) $ (0.10)
Net realized and unrealized gain (loss) on investments 1.80 (1.86)
-------- --------
Net increase (decrease) from investment operations $ 1.62 $ (1.96)
Distributions to shareholders:
Net investment income - -
Net realized gain (0.92) (2.25)
-------- --------
Net increase (decrease) in net asset value $ 0.70 $ (4.21)
-------- --------
Net asset value, end of year $ 19.22 $ 18.52
-------- --------
Total return* 9.17% (9.42)%
Ratio of net expenses to average net assets 2.00%+ 1.85%+
Ratio of net investment loss to average net assets (0.44)%+ (0.43)%+
Portfolio turnover rate 75% 61%
Net assets, end of year (in thousands) $412,116 $574,259
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.99% 1.84%
Net investment loss (0.43)% (0.42)%
<CAPTION>
Year Ended Year Ended Year Ended
10/31/97 10/31/96 10/31/95
<S> <C> <C> <C>
CLASS B
Net asset value, beginning of year $ 19.53 $ 19.20 $ 17.20
-------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.02) $ (0.04) $ (0.01)
Net realized and unrealized gain (loss) on investments 4.10 2.26 2.96
-------- -------- --------
Net increase (decrease) from investment operations $ 4.08 $ 2.22 $ 2.95
Distributions to shareholders:
Net investment income - (0.02) -
Net realized gain (0.88) (1.87) (0.95)
-------- -------- --------
Net increase (decrease) in net asset value $ 3.20 $ 0.33 $ 2.00
-------- -------- --------
Net asset value, end of year $ 22.73 $ 19.53 $ 19.20
-------- -------- --------
Total return* 21.70% 12.27% 18.42%
Ratio of net expenses to average net assets 1.76%+ 1.79%+ 1.93%+
Ratio of net investment loss to average net assets (0.12)%+ (0.35)%+ (0.18)%+
Portfolio turnover rate 63% 37% 59%
Net assets, end of year (in thousands) $745,258 $589,188 $311,672
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.75% 1.78% 1.88%
Net investment loss (0.11)% (0.34)% (0.13)%
</TABLE>
* 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.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
Pioneer Capital Growth Fund
FINANCIAL HIGHLIGHTS 10/31/99
<TABLE>
<CAPTION>
Year Year Year 1/31/96
Ended Ended Ended to
10/31/99 10/31/98 10/31/97(a) 10/31/96
<S> <C> <C> <C> <C>
CLASS C
Net asset value, beginning of period $ 18.49 $ 22.69 $ 19.53 $ 18.69
-------- -------- -------- -------
Increase (decrease) from investment
operations:
Net investment loss $ (0.21) $ (0.09) $ (0.03) $ (0.02)
Net realized and unrealized gain
(loss) on investments 1.80 (1.86) 4.11 0.86
-------- -------- -------- -------
Net increase (decrease) from
investment operations $ 1.59 $ (1.95) $ 4.08 $ 0.84
Distributions to shareholders:
Net investment income - - (0.04) -
Net realized gain (0.92) (2.25) (0.88) -
-------- -------- -------- -------
Net increase (decrease) in net
asset value $ 0.67 $ (4.20) $ 3.16 $ 0.84
-------- -------- -------- -------
Net asset value, end of period $ 19.16 $ 18.49 $ 22.69 $ 19.53
-------- -------- -------- -------
Total return* 9.02% (9.38)% 21.74% 4.50%
Ratio of net expenses to average
net assets 2.09%+ 1.84%+ 1.75%+ 1.79%**+
Ratio of net investment loss to
average net assets (0.52)%+ (0.43)%+ (0.15)%+ (0.39)%**+
Portfolio turnover rate 75% 61% 63% 37%
Net assets, end of period (in thousands) $ 32,373 $ 49,842 $ 60,211 $27,202
Ratios assuming reduction for fees
paid indirectly:
Net expenses 2.07% 1.83% 1.73% 1.74%**
Net investment loss (0.50)% (0.42)% (0.13)% (0.34)**
</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.
22 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended 7/2/98 to
10/31/99 10/31/98
<S> <C> <C>
CLASS Y
Net asset value, beginning of period $19.06 $ 23.00
------ ------
Increase (decrease) from investment operations:
Net investment income $ 0.19 $ 0.04
Net realized and unrealized gain (loss)
on investments 1.72 (3.98)
------ -------
Net increase (decrease) from investment operations $ 1.91 $ (3.94)
Distributions to shareholders:
Net investment income (0.14) -
Net realized gain (0.92) -
------ -------
Net increase (decrease) in net asset value $ 0.85 $ (3.94)
------ -------
Net asset value, end of period $19.91 $ 19.06
------ -------
Total return* 10.54% (17.13)%
Ratio of net expenses to average net assets 0.66%+ 0.79%**+
Ratio of net investment income to average net assets 0.88%+ 0.68%**+
Portfolio turnover rate 75% 61%
Net assets, end of period (in thousands) $3,976 $ 3,993
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.65% 0.78%**
Net investment income 0.89% 0.69%**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 23
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/99
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Capital Growth 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 capital
appreciation by investing in a diversified portfolio of securities consisting
primarily of common stocks.
The Fund offers four classes of shares--Class A, Class B, Class C and Class Y
shares. Each class of shares represents an interest in the same portfolio of
investments of the Fund and has equal rights to voting, redemptions, dividends
and liquidation, except that the level of transfer agent and distribution fees
may differ among classes. Class A, Class B and Class C shareholders have
exclusive voting rights with respect to the distribution plan for each class.
There is no distribution plan for Class Y shares.
The Fund's financial statements have been prepared in conformity with generally
accepted accounting principles that require the management of the Fund to,
among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates. The following is a summary of significant
accounting policies consistently followed by the Fund, which are in conformity
with those generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded on trade date. The net asset value is
computed once daily, on each day the New York Stock Exchange is open, as of
the close of regular trading on the Exchange. In computing the net asset
value, securities are valued at the last sale price on the principal exchange
where they are traded. Securities that have not traded on the date of
valuation, or securities for which sale prices are not generally reported,
are valued at the mean between the last bid and asked prices. Securities for
which market quotations are not readily available are valued at their fair
values as determined by, or under the direction of, the Board of Trustees.
Dividend income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis. Temporary cash investments are valued at
amortized cost.
24
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 first to select for sale those securities that have
the highest cost and also qualify for long-term capital gain or loss
treatment for tax purposes.
Settlements from litigation and class action suits are recognized when the
Fund acquires an enforceable right to such awards. Included in net realized
gain from investments is $1,526 of class action settlements received by the
Fund during the year ended October 31, 1999.
B. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareholders. Therefore, no federal income tax provision is required.
The characterization of distributions to shareholders for financial reporting
purposes is determined in accordance with federal income tax rules.
Therefore, the source of the Fund's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
paid-in capital, depending on the type of book/tax differences that may
exist.
At October 31, 1999, the Fund has reclassified $387,261 from accumulated
undistributed net realized gain on investments to accumulated undistributed
net investment income. 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.
In order to comply with federal income tax regulations, the Fund has
designated $130,192,098 as a capital gain dividend for the purposes of the
dividend paid deduction.
C. Fund Shares
The Fund records sales and repurchases of its shares on trade date. Net
losses, if any, as a result of cancellations are absorbed by Pioneer Funds
Distributor, Inc. (PFD), the principal underwriter for the Fund and an
indirect wholly owned subsidiary of The Pioneer Group, Inc. (PGI). PFD earned
$396,815 in underwriting commissions on the sale of fund shares during the
year ended October 31, 1999.
25
<PAGE>
Pioneer Capital Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/99 (continued)
- --------------------------------------------------------------------------------
D. Class Allocations
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively. Class Y shares are not subject to a distribution plan.
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 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, if any, with respect to each class of shares
are calculated in the same manner, at the same time, on the same day and in
the same amount, except that Class A, Class B, Class C and Class Y shares
bear different transfer agent and distribution fees.
2. Management Agreement
Pioneer Investment Management, Inc. (PIM), the Fund's investment adviser,
manages the Fund's portfolio and is a wholly owned subsidiary of PGI. PIM
receives a basic fee that is calculated at the annual rate of 0.70% of the
Fund's average daily net assets up to $500 million; 0.65% of the next $500
million, and 0.625% of the excess over $1 billion. Effective May 1, 1999, the
basic fee became subject to a performance adjustment up to a maximum of +/-
0.10% based on the Fund's investment performance as compared with the Lipper
Growth Funds Index. For the year ended October 31, 1999, the aggregate
performance adjustment resulted in a reduction to the basic fee of $845,991.
The management fee was equivalent to a rate of 0.60% of average daily net
assets for the year.
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 October 31, 1999, $721,380 was payable to
PIM related to management fees, administrative fees and certain other services.
26
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Pioneer Capital Growth Fund
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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 $684,734 in transfer agent fees payable to PSC at October 31,
1999.
4. Distribution Plans
The Fund adopted Plans of Distribution with respect to Class A, Class B and
Class C shares (Class A Plan Class B Plan and Class C Plan) in accordance with
Rule 12b-1 of the Investment Company Act of 1940. Pursuant to the Class A Plan,
the Fund pays PFD a service fee of up to 0.25% of the Fund's average daily net
assets in reimbursement of its actual expenditures to finance activities
primarily intended to result in the sale of Class A shares. Pursuant to the
Class B Plan and the Class C Plan, the Fund pays PFD 1.00% of the average daily
net assets attributable to each class of shares. The fee consists of a 0.25%
service fee and a 0.75% distribution fee paid as compensation for personal
services and/or account maintenance services or distribution services with
regard to Class B and Class C shares. Included in due to affiliates is $582,741
in distribution fees payable to PFD at October 31, 1999.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on certain net asset value purchases of Class A shares that are
redeemed 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.
Redemptions of Class C shares within one year of purchase are subject to a CDSC
of 1.00%. Proceeds from the CDSCs are paid to PFD. For the year ended October
31, 1999, CDSCs in the amount of $2,723,608 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 October 31, 1999, the Fund's expenses were reduced by $285,487 under
such arrangements.
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Pioneer Capital Growth Fund
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NOTES TO FINANCIAL STATEMENTS 10/31/99 (continued)
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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 October 31, 1999, the Fund had
no borrowings under this agreement.
7. Affiliated Companies
The Fund may invest in smaller capitalized company securities that tend to be
more sensitive to changes in earnings expectations and have lower trading
volumes than mid to large capitalized company securities, and as a result, they
may experience more abrupt and erratic price movements. The Fund's investment
in these smaller capitalized companies may exceed 5% of the outstanding voting
stock. Such companies are deemed affiliates of the Fund for financial reporting
purposes. The following summarizes transactions with affiliates of the Fund as
of October 31, 1999:
<TABLE>
<CAPTION>
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Dividend
Affiliates Purchases Sales Income Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cole National Corp. $2,271,950 $ - $- $ 5,673,750
Imation Corp. - 5,800,982 - 61,375,000
---------- ---------- -- -----------
$2,271,950 $5,800,982 $- $67,048,750
---------- ---------- -- -----------
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</TABLE>
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Pioneer Capital Growth Fund
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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To the Shareowners and the Board of Trustees of Pioneer Capital Growth Fund:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer Capital Growth Fund as of October 31, 1999, and the
related statement of operations, the statements of changes in net assets and
the financial highlights for the periods presented. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1999 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Capital Growth Fund as of October 31, 1999, the results of its
operations, the changes in its net assets, and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 3, 1999
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Pioneer Capital Growth Fund
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TRUSTEES, OFFICERS AND SERVICE PROVIDERS
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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 J. Rodman Wright, Vice President
John W. Kendrick Eric W. Reckard, Treasurer
Marguerite A. Piret Joseph P. Barri, Secretary
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
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THE PIONEER FAMILY OF MUTUAL FUNDS
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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.
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PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
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Your investment professional 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.
FactFoneSM
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.
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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.)
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RETIREMENT PLANS FROM PIONEER
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Pioneer has a long history of helping people work toward their retirement
goals, offering plans suited to the individual investor and businesses of all
sizes. For more information on Pioneer retirement plans, contact your
investment professional, or call Pioneer at 1-800-622-0176.
Individual Retirement Account (IRA)
Traditional IRA
A Traditional IRA allows anyone under age 70-1/2 with earned income to
contribute up to $2,000 annually. Spouses may contribute up to $2,000 annually
into a separate IRA, for a total of $4,000 per year for a married couple.
Earnings are tax-deferred, and contributions may be tax-deductible.
Roth IRA
Contributions, up to $2,000 a year per person in earned income, are not tax-
deductible, but earnings are tax-free for qualified withdrawals. You can
contribute beyond age 70-1/2, although there are income limits for contributions
at any age.
401(k) Plan
The traditional 401(k) plan allows employees to make pre-tax contributions
through payroll deduction, up to $10,000 per year or 25% of pay, whichever is
less. Employers may contribute.
SIMPLE (Savings Incentive Match Plan for Employees) IRA Plan
Businesses with 100 or fewer eligible employees can establish a plan; it
resembles a traditional 401(k), but with less testing and lower administration
costs. Employees can make pre-tax contributions of up to $6,000 per year, and
an employer contribution is required.
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403(b) Plan
Also known as a Tax-Sheltered Account (TSA), a 403(b) plan is available only to
employees of public schools, not-for-profit hospitals and other tax-exempt
organizations. A 403(b) plan lets employees set aside a portion of their
salary, before taxes, through payroll deduction.
Simplified Employee Pension Plan (SEP)
SEPs let self-employed people and small-business owners make tax-deductible
contributions of up to 15% of their income. Generally, employers must
contribute the same percentage of pay for themselves and any eligible
employees; contributions are made directly to employees' IRAs. SEPs are easy to
administer and can be an especially good choice for firms with few or no
employees.
Profit Sharing Plan
Profit sharing plans offer companies considerable flexibility, allowing them to
decide each year whether a contribution will be made and how much, up to 15% of
each participant's pay. These plans can include provisions for loans and
vesting schedules.
Age-Based Profit Sharing Plan
Like traditional profit sharing plans, employer contributions are flexible, but
age-based plans allocate contributions based on both age and salary. Age-based
plans are designed for employers who want to maximize their own contributions
while keeping contributions to employees affordable.
Money Purchase Pension Plan (MPP)
Money purchase plans are similar to profit-sharing plans, but allow for higher
annual contributions - up to 25% of pay. MPPs aren't as flexible as profit
sharing plans; a fixed percentage of pay must be contributed each year,
determined when the plan is established. Businesses often set up both MPPs and
profit sharing plans.
Most retirement plan withdrawals must meet
specific conditions to avoid penalties.
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This page for your notes.
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This page for your notes.
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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
FactFoneSM 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.
Pioneer Investment Management, Inc.
60 State Street 7278-00-1299
Boston, Massachusetts 02109 (c) Pioneer Funds Distributor, Inc.
www.pioneerfunds.com [recycle logo] Printed on Recycled Paper
