<PAGE>
Pioneer Gold Shares
BALANCE SHEET 10/31/99
(In Liquidation)
<TABLE>
<CAPTION>
ASSETS:
<S> <C>
Cash $ 6,298,678
Receivables -
Dividends, interest and foreign taxes withheld 7,117
Due from Pioneer Investment Management, Inc. 22,840
-----------
Total assets $ 6,328,635
-----------
LIABILITIES:
Payables -
Fund shares repurchased $ 6,199,316
Due to affiliates 17,573
Accrued expenses 111,746
-----------
Total liabilities $ 6,328,635
-----------
NET ASSETS: $ -
===========
</TABLE>
<PAGE>
Pioneer Gold Shares
STATEMENT OF OPERATIONS
For the Year Ended 10/31/99
(In Liquidation)
<TABLE>
<CAPTION>
<S> <C> <C>
Dividends (net of foreign taxes withheld of $17,401) $ 257,429
Interest 70,663
-----------
Total investment income $ 328,092
----------
EXPENSES:
Management fees $ 152,556
Transfer agent fees
Class A 102,015
Class B 28,258
Class C 7,842
Distribution fees
Class A 42,272
Class B 46,757
Class C 18,856
Administrative fees 28,189
Custodian fees 21,111
Registration fees 84,142
Professional fees 35,857
Printing 48,279
Fees and expenses of nonaffiliated trustees 23,394
Miscellaneous 12,180
-----------
Total expenses $ 651,708
Less management fees waived by Pioneer Investment Management, Inc. (193,392)
Less fees paid indirectly (6,122)
-----------
Net expenses $ 452,194
-----------
Net investment loss $ (124,102)
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) from:
Investments $ (12,952,628)
Other assets and liabilities denominated in foreign
currencies 1,824 $(12,950,804)
-------------- -------------
Change in net unrealized gain from investments $ 10,360,895
-------------
Net loss on investments and foreign currency transactions $ (2,589,909)
-------------
Net decrease in net assets resulting from operations $ (2,714,011)
=============
</TABLE>
<PAGE>
Pioneer Gold Shares STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended 10/31/99 and 10/31/98
(In Liquidation)
<TABLE>
<CAPTION>
<S> <C> <C>
Year Ended Year Ended
10/31/99 10/31/98
FROM OPERATIONS:
Net investment loss $ (124,102) $ (150,412)
Net realized loss on investments and foreign currency
transactions (12,950,804) (5,986,765)
Change in net unrealized loss on investments
and foreign currency transactions 10,360,895 (1,125,292)
------------- ------------
Net decrease in net assets resulting from operations $ (2,714,011) $(7,262,469)
------------- ------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 27,546,046 $37,465,357
Cost of shares repurchased (54,819,260) 35,280,659)
------------- ------------
Net increase (decrease) in net assets resulting from
fund share transactions $(27,273,214) $ 2,184,698
------------- ------------
Net decrease in net assets $(29,987,225) $(5,077,771)
NET ASSETS:
Beginning of year 29,987,225 35,064,996
------------- ------------
End of year (including accumulated net investment
loss of $0 and $0, respectively) $ - $29,987,225
============= ============
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CLASS A '99 Shares '99 Amount '98 Shares '98 Amount
Shares sold 4,763,523 $ 20,576,453 6,077,334 $ 27,988,973
Less shares repurchased (9,454,087) (39,983,169) (6,348,644) (29,453,462)
----------- --------------- ----------- ----------------
Net decrease (4,690,564) $ (19,406,716) (271,310) $ (1,464,489)
=========== =============== =========== ================
CLASS B
Shares sold 868,575 $ 3,441,915 1,457,789 $ 6,710,001
Less shares repurchased (2,230,462) (8,991,539) (1,057,167) (4,761,178)
----------- --------------- ----------- ----------------
Net increase (decrease) (1,361,887) $ (5,549,624) 400,622 $ 1,948,823
=========== =============== =========== ================
CLASS C
Shares sold 905,197 $ 3,527,678 614,931 $ 2,766,383
Less shares repurchased (1,471,844) (5,844,552) (232,370) (1,066,019)
----------- --------------- ----------- ----------------
Net increase (decrease) (566,647) $ (2,316,874) 382,561 $ 1,700,364
=========== =============== =========== ================
</TABLE>
<PAGE>
Pioneer Gold Shares
FINANCIAL HIGHLIGHTS 10/31/99
(In Liquidation)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS A 10/31/99(a) 10/31/98 10/31/97 10/31/96 10/31/95
Net asset value, beginning of year $ 4.58 $ 5.77 $ 7.81 $ 6.80 $ 7.94
------- -------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $(0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.01)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions (0.28) (1.18) (1.94) 1.02 (1.13)
------- -------- -------- -------- --------
Net increase (decrease) from investment operations $(0.29) $ (1.19) $ (1.95) $ 1.01 $ (1.14)
Distributions to shareholders:
Net realized gain -- -- (0.09) -- --
------- -------- -------- -------- --------
Net increase (decrease) in net asset value $(0.29) $ (1.19) $ (2.04) $ 1.01 $ (1.14)
------- -------- -------- -------- --------
Net asset value, end of year $ 4.29(b) $ 4.58 $ 5.77 $ 7.81 $ 6.80
======= ======== ======== ======== ========
Total return* (6.33)% (20.62)% (25.24)% 14.85% (14.36)%
Ratio of net expenses to average net assets 1.76%+ 1.76%+ 1.74%+ 1.72%+ 1.76%+
Ratio of net investment loss to average net assets (0.37)%+ (0.38)%+ (0.08)%+ (0.13)%+ (0.16)%+
Portfolio turnover rate 9% 26% 22% 15% 6%
Net assets, end of year (in thousands) $3,964 $21,477 $28,638 $36,028 $24,412
Ratios assuming no waiver of management fees and
assumption of expenses by PIM and no reduction for
fees paid indirectly:
Net expenses 2.54% 2.15% 1.93% 1.88% 2.28%
Net investment loss (1.15)% (0.77)% (0.27)% (0.29)% (0.68)%
Ratios assuming waiver of management fees and
assumption of expenses by PIM and reduction for
fees paid indirectly:
Net expenses 1.75% 1.71% 1.72% 1.71% 1.75%
Net investment loss (0.36)% (0.33)% (0.06)% (0.12)% (0.15)%
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
(b) Amount represents net asset value prior to liquidation. See Note 1.
* 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.
</TABLE>
<PAGE>
Pioneer Gold Shares
FINANCIAL HIGHLIGHTS 10/31/99
(In Liquidation)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS B 10/31/99(a) 10/31/98 10/31/97 10/31/96 10/31/95
Net asset value, beginning of year $ 4.41 $ 5.61 $ 7.65 $ 6.73 $ 7.89
------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $(0.04) $(0.03) $(0.04) $(0.06) $(0.05)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions (0.26) (1.17) (1.91) 0.98 (1.11)
------- ------- ------- ------- -------
Net increase (decrease) from investment operations $(0.30) $(1.20) $(1.95) $ 0.92 $(1.16)
Distributions to shareholders:
Net realized gain - - (0.09) - -
------- ------- ------- ------- -------
Net increase (decrease) in net asset value $(0.30) $(1.20) $(2.04) $ 0.92 $(1.16)
------- ------- ------- ------- -------
Net asset value, end of year $ 4.11(b) $ 4.41 $ 5.61 $ 7.65 $ 6.73
======= ======= ======= ======= =======
Total return* (6.80)% (21.39)% (25.77)% 13.67% 14.70)%
Ratio of net expenses to average net assets 2.49%+ 2.51%+ 2.51%+ 2.59%+ 2.57%+
Ratio of net investment loss to average net assets (1.07)%+ (1.14)%+ (0.84)%+ (1.00)%+ (1.01)%+
Portfolio turnover rate 9% 26% 22% 15% 6%
Net assets, end of year (in thousands) $1,975 $6,008 $5,394 $4,720 $1,762
Ratios assuming no waiver of management fees and
assumption of expenses by PIM and no reduction for
fees paid indirectly:
Net expenses 3.51% 2.91% 2.72% 2.73% 3.12%
Net investment loss (2.09)% (1.54)% (1.05)% (1.14)% (1.56)%
Ratios assuming waiver of management fees and
assumption of expenses by PIM and reduction for
fees paid indirectly:
Net expenses 2.48% 2.48% 2.49% 2.57% 2.53%
Net investment loss (1.06)% (1.11)% (0.82)% (0.98)% (0.97)%
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
(b) Amount represents net asset value prior to liquidation. See Note 1.
* 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.
</TABLE>
<PAGE>
Pioneer Gold Shares
FINANCIAL HIGHLIGHTS 10/31/99
(In Liquidation)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Ended Year Ended Year Ended 1/31/96 to
CLASS C 10/31/99(a) 10/31/98 10/31/97 10/31/96
Net asset value, beginning of year $ 4.42 $ 5.62 $ 7.65 $ 8.70
-------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.04) $(0.02) $(0.04) $ (0.02)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions (0.25) (1.18) (1.90) (1.03)
-------- -------- -------- --------
Net decrease from investment operations $ (0.29) $(1.20) $(1.94) $ (1.05)
Distributions to shareholders:
Net realized gain - - (0.09) -
-------- -------- -------- --------
Net decrease in net asset value $ (0.29) $(1.20) $(2.03) $ (1.05)
-------- -------- -------- --------
Net asset value, end of period $ 4.13(b) $ 4.42 $ 5.62 $ 7.65
======== ======== ======== ========
Total return* (6.56)% (21.35)% (25.64)% (12.07)%
Ratio of net expenses to average net assets 2.32%+ 2.36% + 2.38% + 2.59% **+
Ratio of net investment loss to average net assets (0.95)%+ (0.97)%+ (0.76)%+ (1.12)%**+
Portfolio turnover rate 9% 26% 22% 15%
Net assets, end of period (in thousands) $ 230 $2,502 $ 1,034 $ 1,690
Ratios assuming no waiver of management fees by
PIM and no reduction for fees
paid indirectly:
Net expenses 2.97% 2.77% 2.58% 2.83%**
Net investment loss (1.60)% (1.38)% (0.96)% (1.36)%**
Ratios assuming waiver of management fees by
PIM and reduction for fees paid
indirectly:
Net expenses 2.30% 2.33% 2.33% 2.56%**
Net investment loss (0.93)% (0.94)% (0.71)% (1.09)%**
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
(b) Amount represents net asset value prior to liquidation. See Note 1.
* 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.
</TABLE>
<PAGE>
PIONEER GOLD SHARES
NOTES TO FINANCIAL STATEMENTS 10/31/99
(IN LIQUIDATION)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Pioneer Gold Shares (the Fund) is a Deleware 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 capital
appreciation.
On July 6, 1999, the Trustees of the Fund, in accordance with Article IX,
Section 4 of the Fund's Agreement and Declaration of Trust, voted to liquidate
the Fund based on the outlook for the Fund and the fact that the Fund's assets
had fallen below a level sufficient for it to operate in a cost-efficient
manner. On October 29, 1999, the Fund ceased operations following the
declaration of a distribution of the remaining assets of each class to their
respective shareholders. As a result, $19,899,926 of the Fund's capital loss
carryforward as of October 31, 1999 was not utilized. In addition, Pioneer
Investment Management, Inc. (PIM) assumed the Fund's outstanding liabilities as
of October 29, 1999. The liquidation of the Fund had no effect on any of the
other Pioneer mutual funds.
The Fund offers three classes of shares - Class A, Class B and Class C shares.
Shares of Class A, Class B and Class C 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,
Class B and Class C shareholders, respectively.
The Fund's financial statements have been prepared in conformity with generally
accepted accounting principles that require the management of the Fund to, among
other things, make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates. The following is a summary of significant accounting policies
consistently followed by the Fund prior to its liquidation, 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. Trading in foreign securities is substantially completed each
day at various times prior to the close of the New York Stock Exchange. The
values of such securities used in computing the net asset value of the
Fund's shares are determined as of such times. Dividend income is recorded
on the ex-dividend date, except that certain dividends from foreign
securities where the ex-dividend date may have passed are recorded as soon
as the Fund is informed of the ex-dividend data in the exercise of
reasonable diligence. Interest income is recorded on the accrual basis, net
of unrecoverable foreign taxes withheld at the applicable country rates.
Temporary cash investments are valued at amortized cost.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
It is the Fund's practice to first select for sale those securities that
have the highest cost and also qualify for long-term capital gain or loss
treatment for tax purposes.
The Fund's investment policies present unique risks to the portfolio's
value. The price of gold and other precious metals may be subject to
fluctuations caused by international monetary and political developments
including trade or currency restrictions, currency devaluation and
revaluation, and social and political conditions within a country.
Fluctuations in the prices of gold and other metals will affect the market
values of the securities of the companies invested in by the Fund.
B. FOREIGN CURRENCY TRANSLATION
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions represent,
among other things, the net realized gains and losses on foreign currency
contracts, disposition of foreign currencies and the difference between the
amount of income accrued and the U.S. dollar actually received. Further,
the effects of changes in foreign currency exchange rates on investments
are not segregated in the statement of operations from the effects of
changes in market price of those securities but are included with the net
realized and unrealized gain or loss on investments.
C. FEDERAL INCOME TAXES
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareholders. Therefore, no federal income tax provision is required.
The characterization of distributions to shareholders for financial
reporting purposes is determined in accordance with federal income tax
rules. Therefore, the source of the Fund's distributions may be shown in
the accompanying financial statements as either from or in excess of net
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 $124,102 and $19,898,102
from accumulated net investment loss and accumulated net realized loss on
investments and foreign currency transactions, respectively, to paid-in
capital. The reclassification had no impact on the net asset values of the
Fund and is designed to present the Fund's capital accounts on a tax basis.
D. FUND SHARES
The Fund records sales and repurchases of its shares on trade date. Net
losses, if any, as a result of cancellations are absorbed by Pioneer Funds
Distributor, Inc. (PFD), the principal underwriter for the Fund and an
indirect subsidiary of The Pioneer Group, Inc. (PGI). PFD earned $8,352 in
underwriting commissions on the sale of fund shares during the year ended
October 31, 1999.
E. 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. Shareholders of each class share all expenses and fees paid
to the transfer agent, Pioneering Services Corporation (PSC), for their
services, which are allocated based on the number of accounts in each class
and the ratable allocation of related out-of-pocket expense (see Note 3).
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on the respective percentage of adjusted net assets at the beginning
of the day.
Distributions to shareholders are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B and Class C 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 safe-keeping in the
customer-only account of the Fund's custodian, or subcustodians. PIM, the
Fund's investment adviser, is responsible for determining that the value of
the collateral remains at least equal to the repurchase price.
2. MANAGEMENT AGREEMENT
PIM manages the Fund's portfolio and is a wholly owned subsidiary of PGI.
Management fees are calculated daily at the annual rate of 0.65% of the Fund's
average daily net assets up to $300 million; 0.60% of the next $200 million;
0.50% of the next $500 million; and 0.45% of the excess over $1 billion.
PIM has agreed not to impose a portion of its management fee and to assume other
operating expenses of the Fund to the extent necessary to limit Class A expenses
to 1.75% of the average daily net assets attributable to Class A shares; the
portion of the Fund-wide expenses attributable to Class B and Class C shares
were reduced only to the extent that such expenses were reduced for Class A
shares. PIM's agreement is voluntary and temporary and may be revised or
terminated at any time.
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.
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 $11,863 in transfer agent fees payable to PSC at October 31, 1999.
4. PLANS OF DISTRIBUTION
The Fund adopted a Plan of Distribution for each class of 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 $5,710 in distribution fees payable to
PFD at October 31, 1999.
In addition, redemptions of each class of shares may be subject to a contingent
deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of
certain net asset value purchases of Class A shares within one year of purchase.
Class B shares that are redeemed within six years of purchase are subject to a
CDSC at declining rates beginning at 4.0%, 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%. Shares redeemed on or after July 14,
1999 were not subject to any applicable CDSC. Proceeds from the CDSCs are paid
to PFD. For the year ended October 31, 1999, CDSCs in the amount of $34,644 were
paid to PFD.
5. EXPENSE OFFSETS
The Fund has entered into certain 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 $6,122 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 October 31, 1999, the Fund had no borrowings under
this agreement.
7. PORTFOLIO TRANSACTIONS
The cost of purchases and the proceeds from sales of investments other than U.S.
government obligations and temporary cash investments for the year ended October
31, 1999 were $3,085,923 and $29,093,118, respectively.
<PAGE>
Pioneer Gold Shares
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Trustees of Pioneer Gold Shares:
We have audited the accompanying balance sheet of Pioneer Gold Shares 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 Gold Shares 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
