[Pioneer logo]
Pioneer Small Company
Fund
ANNUAL REPORT 10/31/96
<PAGE>
Table of Contents
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 6
Schedule of Investments 9
Financial Statements 16
Notes to Financial Statements 22
Report of Independent Public Accountants 27
Tax Treatment of Distributions 28
Trustees' Fees and Share Ownership 28
Trustees, Officers and Service Providers 29
<PAGE>
Pioneer Small Company Fund
LETTER FROM THE CHAIRMAN 10/31/96
Dear Shareowner,
It is with pleasure that I introduce this report for Pioneer Small Company
Fund, covering its fiscal year ended October 31, 1996. We welcome this
opportunity to bring you up-to-date about the Fund's interesting and
rewarding first year.
Pioneer Small Company Fund was introduced to investors on November 2, 1995,
and received a very enthusiastic welcome. As a result, the Fund topped our
target asset level of $300 million in April, and we stopped accepting new
investment accounts on May 24. This strategy of limiting the Fund's initial
asset base proved particularly prudent in 1996's fast-changing market.
Generally speaking, it was a period that rewarded investors in a select group
of large, familiar companies. The Dow Jones Industrial Average - which
includes only 30 large companies - moved to historic highs. Smaller and
lesser-known companies did not attract the same level of investor interest.
This left the door open for your Fund to invest at what we believe are low
valuation levels - an integral part of the Fund's "aggressive value"
strategy. This approach is typical of the team of managers and research
analysts that has been dedicated to your Fund since its inception. We believe
this group, under the direction of portfolio manager Warren Isabelle, offers
your Fund continuity, depth and focus in its pursuit of investment
opportunities in smaller companies.
I urge you to read on to learn more about your Fund. You'll find easy-to-read
summaries of portfolio information and performance. There's also a Portfolio
Management Discussion that offers insights into market conditions, portfolio
strategy and results. Please contact your investment representative, or us at
1-800-225-6292, if you have questions about your investment in Pioneer Small
Company Fund. Thank you for your support.
Respectfully,
/s/John F. Cogan, Jr.
John F. Cogan, Jr.,
Chairman and President
1
<PAGE>
Pioneer Small Company Fund
PORTFOLIO SUMMARY 10/31/96
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)
[typeset representation of pie chart]
U.S. Common Stocks 81.4%
Short-Term Cash Equivalents 15.3%
International Common Stocks 2.1%
Depositary Receipts for International Stocks 0.7%
Convertible Securities 0.5%
[end pie chart]
S e c t o r D i s t r i b u t i o n
(As a percentage of equity holdings)
[typeset representation of pie chart]
Technology 32.9%
Consumer Non-Durables 24.6%
Services 12.4%
Basic Industries 11.0%
Capital Goods 10.4%
Financial 4.8%
Energy 2.5%
Consumer Durables 1.3%
Transportation 0.1%
[end pie chart]
1 0 L a r g e s t H o l d i n g s
(As a percentage of equity holdings)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Symantec Corp. 2.62% 6. Integrated Circuit Systems, Inc. 1.91%
2. American Annuity Group, Inc. 2.61 7. Maple Leaf Foods, Inc. 1.89
3. Ply-Gem Industries, Inc. 2.23 8. Tokheim Corp. 1.81
4. Rexene Corp. 1.96 9. Crown Vantage, Inc. 1.79
5. Mercury Interactive Corp. 1.93 10. Tultex Corp. 1.77
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Small Company Fund
PERFORMANCE UPDATE 10/31/96 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
Net Asset Value
per Share 10/31/96 11/2/95
$12.66 $10.00
Distributions per Share Income Short-Term Long-Term
(11/2/95-10/31/96) Dividends Capital Gains Capital Gains
$0.023 - -
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 Small Company Fund at public offering price, compared to the
growth of the Russell 2000 Index.
Cumulative Total Returns
(As of October 31, 1996)
If If
Period Held Redeemed*
Life-of-Fund 26.87% 19.58%
(11/2/95)
*Reflects deduction of the maximum 5.75% sales charge at the beginning of the
period and assumes reinvestment of distributions at net asset value.
[typeset representation of mountain chart]
Growth of $10,000(+)
Pioneer Small Russell 2000
Company Fund* Index
11/30/95 9425 10000
12/31/95 9592 10264
1/31/96 9860 10327
2/29/96 10129 10572
3/31/96 10505 10791
4/30/96 11383 11364
5/31/96 12046 11812
6/30/96 11598 11327
7/31/96 10908 10338
8/31/96 11222 10938
9/30/96 11490 11366
10/31/96 11338 11190
[end mountain chart]
+ Index comparison begins 11/30/95. The Russell 2000 Index is an unmanaged
measure of the 2,000 smallest stocks, based on capitalization, in the
Russell 3000 Index. Stocks in the Index trade on the New York Stock
Exchange, American Stock Exchange and NASDAQ. Index returns are calculated
monthly, assume reinvestment of dividends and, unlike Fund returns, do not
reflect any fees, charges or expenses. You cannot invest directly in the
Index.
Past performance does not guarantee future results. Returns and share
prices fluctuate, and your shares, when redeemed, may be worth more or less
than their original cost.
3
<PAGE>
Pioneer Small Company Fund
PERFORMANCE UPDATE 10/31/96 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
Net Asset Value
per Share 10/31/96 11/2/95
$12.59 $10.00
Distributions per Share Income Short-Term Long-Term
(11/2/95-10/31/96) Dividends Capital Gains Capital Gains
$0.017 - -
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 Small Company Fund, compared to the growth of the Russell 2000
Index.
Cumulative Total Returns
(As of October 31, 1996)
If If
Period Held Redeemed*
Life-of-Fund 26.09% 22.09%
(11/2/95)
[typeset representation of mountain chart]
Growth of $10,000(+)
Pioneer Small Russell 2000
Company Fund* Index
11/30/95 10000 10000
12/95 10158 10264
1/96 10442 10327
2/96 10717 10572
3/96 11106 10791
4/96 12026 11364
5/96 12728 11812
6/96 12244 11327
7/96 11504 10338
8/96 11827 10938
9/96 12111 11366
10/96 11541 11190
[end mountain chart]
*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.
+ Index comparison begins 11/30/95. The Russell 2000 Index is an unmanaged
measure of the 2,000 smallest stocks, based on capitalization, in the
Russell 3000 Index. Stocks in the Index trade on the New York Stock
Exchange, American Stock Exchange and NASDAQ. Index returns are calculated
monthly, assume reinvestment of dividends and, unlike Fund returns, do not
reflect any fees, charges or expenses. You cannot invest directly in the
Index.
Past performance does not guarantee future results. Returns and share
prices fluctuate, and your shares, when redeemed, may be worth more or less
than their original cost.
4
<PAGE>
Pioneer Small Company Fund
PERFORMANCE UPDATE 10/31/96 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
Net Asset Value
per Share 10/31/96 1/31/96
$12.59 $11.01
Distributions per Share Income Short-Term Long-Term
(1/31/96-10/31/96) Dividends Capital Gains Capital Gains
- - -
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 Small Company Fund, compared to the growth of the Russell 2000
Index.
Cumulative Total Returns
(As of October 31, 1996)
Net Asset Public Offering
Period Value Price*
Life-of-Fund 14.35% 13.35%
(1/31/96)
[typeset representation of mountain chart]
Growth of $10,000
Pioneer Small Russell 2000
Company Fund* Index
1/96 10000 10000
2/96 10263 10238
3/96 10636 10449
4/96 11526 11005
5/96 12189 11438
6/96 11726 10969
7/96 11026 10010
8/96 11326 10592
9/96 11599 11006
10/96 11335 10836
[end mountain chart]
*Reflects deduction of the 1% contingent deferred sales charge (CDSC) at the
end of the period and assumes reinvestment of distributions.
The Russell 2000 Index is an unmanaged measure of the 2,000 smallest stocks,
based on capitalization, in the Russell 3000 Index. Stocks in the Index trade
on the New York Stock Exchange, American Stock Exchange and NASDAQ. Index
returns are calculated monthly, assume reinvestment of dividends and, unlike
Fund returns, do not reflect any fees, charges or expenses. You cannot invest
directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than
their original cost.
5
<PAGE>
Pioneer Small Company Fund
PORTFOLIO MANAGEMENT DISCUSSION 10/31/96
Dear Shareowner,
Pioneer Small Company Fund completed its first fiscal year on October 31,
1996. Since beginning operations on November 2, 1995, our focus has been to
find well-managed, undervalued small companies with strong future prospects.
While this task has been challenging given the past year's fast-moving,
record-setting stock market, we are pleased with the Fund's performance and
portfolio's holdings and expect they will continue to prove rewarding.
Select Large-Size Companies Lead Stock Market
The slow-moving economy, low inflation and lower-trending interest rates in
place throughout 1995 continued into the start of 1996, pushing the U.S.
stock market higher. The Federal Reserve (the Fed) reaffirmed the general
consensus that inflation and an accelerated economy were not concerns by
cutting short-term interest rates in December 1995 and January 1996. In
February, however, the employment report signaled a jump in economic growth,
which triggered concerns of higher interest rates. The stock market staggered
as investors feared corporate profits would suffer from higher rates and that
fixed-income issues would become more appealing options for investors.
As the fiscal year progressed, announcements of lower-than-expected earnings
from various companies contributed further to market instability, especially
in July. However, dramatic price increases in stocks of select, large
companies helped push major market indexes higher. These "momentum-driven"
stocks - securities investors buy simply because their price is going up -
remained in favor, seemingly regardless of how expensive they became. As a
result, the Dow Jones Industrial Average of 30 large-capitalization stocks
posted a cumulative return of 28.34% for the fiscal year. The Standard &
Poor's 500 Index returned 22.31% over the same period. (Total returns assume
reinvestment of all distributions.) Meanwhile, the broader-based Russell 2000
Index, an unmanaged measure of small-capitalization stocks and a better
barometer by which to compare your Fund's results, gained 14.91%.
6
<PAGE>
Pioneer Small Company Fund
Our Aggressive-Value Approach to Investing
Pioneer Small Company Fund's objective is to provide shareowners with
long-term capital growth. We select investments on a case-by-case basis,
analyzing company fundamentals, as well as any major change or restructuring
the company may be experiencing. This process often leads us to businesses
that either are unknown to most investors, or are in the midst of a
transition or turnaround. Our goal is to identify and invest aggressively in
such companies before their potential becomes widely known, to capitalize on
the performance we expect they eventually will achieve.
Over the past year, we found a number of stocks we believe offer exceptional
value. However, the Fund's policies prohibit ownership of more than 10% of a
company's stock. That limits the assets we can allocate to any one issue,
which is why it took time to invest the Fund's cash position. On October 31,
the Fund's short-term cash equivalents stood at 15% of the portfolio;
however, we are pleased to note that we were able to deploy these dollars and
fully invest the Fund soon after the period ended. Detailed information about
your Fund's portfolio appears on page 2.
Monitoring the Portfolio
The Fund contains a variety of well-valued companies based in many different
sectors. Some portfolio holdings have already proved rewarding; in fact, a
few appreciated to the point where we considered them to be fully valued.
Accordingly, we sold Farah, an apparel manufacturer; Wet Seal, a clothing
retailer; and Sunbeam, a small-appliance maker, locking in sizable gains.
Companies the Fund still holds include Chic by H.I.S., Acme Electric, Crown
Vantage and Signal Technology. Although there's no guarantee these stocks
will appreciate to our target price, we believe they will prove to be solid
performers for the Fund. We are comfortable holding stocks as we wait for
others to realize the value we see, which is why we are not so concerned
about the time it takes for a company to prove its worth.
7
<PAGE>
Pioneer Small Company Fund
PORTFOLIO MANAGEMENT DISCUSSION 10/31/96 (continued)
Where we do focus our attention - especially with the Fund closed to new
investors and now fully invested - is on actively monitoring the portfolio.
We want to make sure the companies we researched and selected stay on course
to reach their potential. To that end, our analysis of the Fund's holdings
will continue on a day-to-day basis. If we see that a company's fundamentals
have changed dramatically and that it no longer appears to offer the value we
once saw, we will eliminate it from the portfolio.
Moving Forward
While it looks as if 1996 as a whole will be another strong year for the
stock market - particularly large-capitalization issues - it also has been
volatile, and may continue to be so in the near term. The "upside" to this is
that as investors realize the risks of jumping randomly into high-flying,
"momentum-driven" stocks, they should begin to focus their attention on what
really counts - identifying well-valued, individual securities.
We believe small companies present an intriguing and profitable segment of
the stock market. What's more, by focusing on company fundamentals, we hope
to offer shareowners a portfolio of strong, well-run companies with an eye to
future growth. We are optimistic our efforts will reward investors over the
long term, and I am pleased to sign this report on behalf of the entire team
of portfolio managers and analysts that continue to work for you.
Respectfully,
/s/Warren J. Isabelle
Warren J. Isabelle,
Portfolio Manager
8
<PAGE>
Pioneer Small Company Fund
SCHEDULE OF INVESTMENTS 10/31/96
Shares Value
INVESTMENT IN SECURITIES - 84.7%
Common Stocks - 84.2%
Basic Industries - 9.3%
Chemicals - 2.8%
584,100 Rexene Corp. $ 7,666,313
387,000 Specialty Chemical Resources, Inc.*+ 749,813
47,000 Sybron Chemicals, Inc.* 775,500
1,144,000 Uniroyal Technology Corp.*+ 3,503,500
--------------
$12,695,126
--------------
Containers - 2.4%
225,000 BWay Corp.* $ 4,050,000
436,700 Interlake Corp.* 1,473,862
394,300 Sun Coast Industries, Inc.*+ 1,527,913
1,045,200 Zapata Corp.* 3,919,500
--------------
$10,971,275
--------------
Forest Products - 1.5%
700,200 Crown Vantage, Inc.*+ $ 7,002,000
--------------
Iron & Steel - 2.2%
311,200 Armco, Inc.* $ 1,167,000
505,600 Kentucky Electric Steel, Inc.*+ 2,970,400
468,000 Proler International Corp.*+ 3,393,000
100,300 Quanex Corp. 2,858,550
--------------
$10,388,950
--------------
Pollution/Waste - 0.4%
400,000 Allwaste Inc.* $ 1,850,000
--------------
Total Basic Industries $42,907,351
--------------
Capital Goods - 8.8%
Construction & Engineering - 5.5%
47,000 EMCOR Group, Inc.* $ 687,375
360,156 Gilbert Associates, Inc. (Class A)+ 4,682,028
50,000 Lone Star Industries, Inc. 1,837,500
450,100 Morgan Products, Ltd.*+ 3,375,750
593,900 Morrison Knudsen Corp.* 5,345,100
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
Pioneer Small Company Fund
SCHEDULE OF INVESTMENTS 10/31/96 (continued)
Shares Value
Construction & Engineering - (continued)
88,200 Perini Corp.* $ 727,650
711,800 Ply-Gem Industries, Inc.+ 8,719,550
--------------
$25,374,953
--------------
Producer Goods - 3.3%
153,400 Gleason Corp. $ 4,621,175
87,500 Haskel International, Inc. (Class A) 689,062
30,000 Lindberg Corp. 300,000
787,500 Tokheim Corp.*+ 7,087,500
295,000 Unit Instruments, Inc.*+ 2,691,875
--------------
$15,389,612
--------------
Total Capital Goods $40,764,565
--------------
Consumer Durables - 1.1%
Durables - 0.6%
318,000 River Oaks Furniture, Inc.*+ $ 1,252,125
29,600 Rowe Furniture Corp. 210,900
208,100 Royal Appliance Manufacturing Co.* 1,300,625
--------------
$ 2,763,650
--------------
Motor Vehicles - 0.5%
301,400 Dorsey Trailers, Inc.*+ $ 1,167,925
173,900 TBC Corp.* 1,152,088
--------------
$ 2,320,013
--------------
Total Consumer Durables $ 5,083,663
--------------
Consumer Non-Durables - 20.8%
Agriculture & Food - 0.5%
108,000 Alico, Inc. $ 2,254,500
--------------
Consumer Luxuries - 1.3%
1,196,900 Bally Total Fitness Holding Corp.*+ $ 5,984,500
--------------
Cosmetics - 0.1%
45,000 American Safety Razor Co.* $ 556,875
--------------
Food Processing - 0.1%
137,500 Envirodyne Industries, Inc.* $ 567,186
--------------
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
Shares Value
Home Products - 0.3%
450,000 EKCO Group, Inc. $ 1,518,750
--------------
Retail Food - 3.6%
546,500 Buttrey Food & Drug Stores Co.*+ $ 4,372,000
1,087,600 Maple Leaf Foods, Inc. 7,380,433
130,200 Marsh Supermarkets, Inc. (Class B) 1,318,275
150,000 Suprema Specialities, Inc.* 768,750
200,000 WLR Foods, Inc. 2,525,000
--------------
$16,364,458
--------------
Retail Non-Food - 8.9%
590,000 Catherines Stores Corp.*+ $ 3,281,875
1,251,500 Charming Shoppes, Inc.* 5,788,187
1,134,400 Drug Emporium, Inc.*+ 4,395,800
969,000 Dylex Limited* 2,348,434
840,000 Grossman's Inc.* 1,286,250
1,090,000 InterTAN, Inc.*+ 6,267,500
1,428,900 Jan Bell Marketing, Inc.*+ 4,108,087
576,500 Lechters, Inc.* 2,738,375
749,000 Levitz Furniture, Inc.* 1,966,125
919,200 Phar-Mor, Inc.*+ 5,055,600
481,800 The Stride Rite Corp. 3,974,850
--------------
$41,211,083
--------------
Soft Drinks - 0.8%
738,000 Pepsi-Cola Puerto Rico Bottling Co.
(Class B) $ 3,690,000
--------------
Textiles/Clothes - 5.2%
215,000 Angelica Corp. $ 4,192,500
970,000 Chic by H.I.S., Inc.*+ 4,486,250
178,200 Hartmarx Corp.* 824,175
396,000 Marisa Christina, Inc.* 3,514,500
335,000 Norton McNaughton, Inc.* 2,638,125
336,800 Oneita Industries, Inc.* 1,347,200
1,066,500 Tultex Corp.* 6,932,250
--------------
$23,935,000
--------------
Total Consumer Non-Durables $96,082,352
--------------
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Small Company Fund
SCHEDULE OF INVESTMENTS 10/31/96 (continued)
Shares Value
Energy - 1.7%
Oil Refining & Drilling - 1.7%
960,000 Arakis Energy Corp.* $ 4,980,000
600,000 Mesa, Inc.* 2,775,000
--------------
Total Energy $ 7,755,000
--------------
Financial - 4.0%
Insurance - 4.0%
747,400 American Annuity Group, Inc. $10,183,325
491,900 Life USA Holding, Inc.* 4,673,050
207,600 Western National Corp. 3,736,800
--------------
Total Financial $18,593,175
--------------
Services - 10.6%
Broadcasting & Media - 1.3%
680,620 Anacomp, Inc.* $ 5,955,425
--------------
Health & Personal Care - 2.7%
332,000 Aequitron Medical, Inc.*+ $ 3,174,750
25,000 Cardiac Pathways Corp.* 275,000
500,195 Healthdyne Technologies, Inc.* 4,439,230
97,500 Impath, Inc.* 1,267,500
50,000 Mid Atlantic Medical Services, Inc.* 537,500
150,000 Physiometrix, Inc.* 792,180
130,000 Urologix, Inc.* 2,047,500
--------------
$12,533,660
--------------
Hotel & Restaurant - 1.0%
429,700 Darden Restaurants $ 3,598,737
62,500 Vicorp Restaurants, Inc. 906,250
--------------
$ 4,504,987
--------------
Pharmaceuticals - 5.6%
405,000 Alexion Pharmaceuticals, Inc.*+ $ 4,050,000
930,000 Anergen Inc.*+ 3,022,500
97,500 Aradigm Corp.* 1,023,750
432,500 Aronex Pharmaceuticals, Inc.* 3,432,969
429,000 ImClone Systems, Inc.* 3,700,125
200,000 La Jolla Pharmaceutical Co.* 800,000
300,600 Molecular Biosystems, Inc.* 2,479,950
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
Shares Value
Pharmaceuticals - (continued)
212,500 Neurobiological Technologies, Inc.* $ 982,813
213,500 Neurocrine Biosciences, Inc.* 2,348,500
870,000 Targeted Genetics Corp.* 3,806,250
--------------
$25,646,857
--------------
Total Services $48,640,929
--------------
Technology - 27.8%
BioTechnology - 0.4%
110,000 Arqule, Inc.* $ 1,375,000
48,000 Neose Technologies, Inc.* 780,000
--------------
$ 2,155,000
--------------
Business Machines - 0.9%
316,000 Nashua Corp.* $ 4,345,000
--------------
Computer Services - 16.1%
1,405,000 Apertus Technologies, Inc.*+ $ 4,478,438
330,500 BancTec, Inc.* 6,733,938
741,600 Broadway & Seymour, Inc.*+ 6,674,400
367,500 Creative Computers, Inc.* 3,720,937
423,500 Dataflex Corp.*+ 1,217,562
574,500 INTERLINQ Software Corp.*+ 2,298,000
1,417,500 Learmonth & Burchett Management Systems
Plc (Sponsored A.D.R.)*+ 3,189,375
593,000 Mercury Interactive Corp.* 7,560,750
654,000 Meridian Data, Inc.*+ 4,986,750
5,000 PRI Automation, Inc.* 177,500
400,000 Progress Software Corp.* 6,250,000
200,000 Segue Software Inc.* 2,700,000
162,500 Southern Electronics Corp.* 1,543,750
942,500 Symantec Corp.* 10,249,688
390,000 Triad Systems Corp.* 3,729,375
445,000 Viewlogic Systems, Inc.* 4,199,688
75,000 Wonderware Corp.* 628,125
636,000 Work Group Technology Corp.*+ 3,736,500
--------------
$74,074,776
--------------
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Small Company Fund
SCHEDULE OF INVESTMENTS 10/31/96 (continued)
Shares Value
Electronics - 9.7%
500,500 Acme Electric Corp.*+ $ 3,941,438
35,000 Cymer, Inc.* 822,500
163,400 Elsag Bailey Process Automation N.V.* 2,777,800
624,100 ESCO Electronics Corp.*+ 6,084,975
895,000 Information Storage Devices, Inc.*+ 5,873,437
630,000 Integrated Circuit Systems, Inc.*+ 7,481,250
452,100 MagneTek, Inc.* 5,029,613
16,200 Marshall Industries* 488,025
579,000 NAI Technologies, Inc.*+ 2,062,688
210,500 Plasma & Materials Technologies, Inc.* 2,657,563
684,900 Signal Technology Corp.*+ 5,393,588
125,000 Teradyne, Inc.* 1,984,375
--------------
$ 44,597,252
--------------
Telecommunications - 0.7%
320,547 Keystone Consolidated Industries, Inc.* $ 2,163,692
50,000 Learning Company Inc.* 1,015,625
--------------
$ 3,179,317
--------------
Total Technology $128,351,345
--------------
Transportation - 0.1%
Railroad & Bus - 0.1%
1,000 MK Rail Corp.* $ 7,875
41,400 Westinghouse Air Brake Co. 450,225
--------------
Total Transportation $ 458,100
--------------
Total Common Stocks
(Cost $390,076,280) $388,636,480
--------------
Convertible Preferred Stock - 0.5%
369,015 Mesa Inc., 8.0%, Series A* $ 2,121,836
--------------
Total Convertible Preferred Stock
(Cost $1,448,601) $ 2,121,836
--------------
TOTAL INVESTMENT IN SECURITIES
(Cost $391,524,881) $390,758,316
--------------
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
Principal
Amount Value
TEMPORARY CASH INVESTMENTS - 15.3%
Commercial Paper - 15.3%
$ 6,767,000 Associates Corp. of America, 5.30%, 11/12/96 $ 6,767,000
10,000,000 American Express Co., 5.21%, 11/1/96 10,000,000
12,069,000 Commercial Credit Corp., 5.20%, 11/6/96 12,069,000
14,951,000 Ford Motor Credit Co., 5.21%, 11/5/96 14,951,000
8,355,000 General Electric Credit Corp., 5.25%, 11/8/96 8,355,000
11,928,000 Household Finance Corp., 5.22%, 11/4/96 11,928,000
6,598,000 Norwest Financial Inc., 5.23%, 11/7/96 6,598,000
-------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $70,668,000) $ 70,668,000
-------------
TOTAL INVESTMENT IN SECURITIES AND
TEMPORARY CASH INVESTMENTS - 100%
(Cost $462,192,881) (a) $461,426,316
-------------
* Non-income producing security.
+ Investments held by the Fund representing 5% or more of the outstanding
voting stock of such company.
(a) At October 31, 1996, the net unrealized loss on investments based on cost
for federal income tax purposes of $462,192,881 was as follows:
Aggregate gross unrealized gain for all investments in
which there is an excess of value over tax cost $ 30,837,938
Aggregate gross unrealized loss for all investments in
which there is an excess of tax cost over value (31,604,503)
--------------
Net unrealized loss $ (766,565)
--------------
Purchases and sales of securities (excluding temporary cash investments) for
the period ended October 31, 1996, aggregated $455,117,462 and $94,433,116,
respectively.
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Small Company Fund
BALANCE SHEET 10/31/96
ASSETS:
Investment in securities (including temporary
cash investments of $70,668,000) (cost
$462,192,881) $461,426,316
Cash 35,827
Receivables -
Investment securities sold 614,553
Fund shares sold 647,172
Dividends and interest 107,699
Organizational costs - net 39,367
Other 8,163
--------------
Total assets $462,879,097
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 5,863,786
Fund shares repurchased 378,746
Due to affiliates 679,060
Accrued expenses 200,263
--------------
Total liabilities $ 7,121,855
--------------
NET ASSETS:
Paid-in capital $423,915,012
Accumulated undistributed net investment income 7,668
Accumulated undistributed net realized gain 32,601,127
Net unrealized loss on investments (766,565)
--------------
Total net assets $455,757,242
--------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $221,600,650/17,502,573 shares) $ 12.66
--------------
Class B (based on $217,345,520/17,265,964 shares) $ 12.59
--------------
Class C (based on $16,811,072/1,335,035 shares) $ 12.59
--------------
MAXIMUM OFFERING PRICE:
CLASS A $ 13.43
--------------
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
STATEMENT OF OPERATIONS
For the Period from 11/2/95 (Commencement of Operations) to 10/31/96
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $8,772) $ 530,035
Interest 4,996,190
-----------
Total investment income $ 5,526,225
-------------
EXPENSES:
Management fees $2,518,176
Transfer agent fees
Class A 454,555
Class B 350,310
Class C 24,042
Distribution fees
Class A 340,582
Class B 1,345,241
Class C 87,546
Accounting 77,327
Custodian fees 60,095
Registration fees 216,497
Professional fees 39,188
Printing 32,512
Organizational costs 54,547
Fees and expenses of nonaffiliated trustees 20,048
Miscellaneous 17,698
-----------
Total expenses $ 5,638,364
Less management fees waived and expenses reimbursed
by Pioneering Management Corporation (25,015)
Less fees paid indirectly (93,788)
-------------
Net expenses $ 5,519,561
-------------
Net investment income $ 6,664
-------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments $32,601,127
Net unrealized loss on investments (766,565)
-------------
Net gain on investments $31,834,562
-------------
Net increase in net assets resulting from operations $ 31,841,226
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
Pioneer Small Company Fund
STATEMENT OF CHANGES IN NET ASSETS
For the Period from 11/2/95 (Commencement of Operations) to 10/31/96
<TABLE>
<S> <C>
FROM OPERATIONS:
Net investment income $ 6,664
Net realized gain on investments 32,601,127
Change in net unrealized loss on investments (766,565)
--------------
Net increase in net assets resulting from operations $ 31,841,226
--------------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income:
Class A ($0.02 per share) $ (100,661)
In excess of net investment income:
Class B ($0.02 per share) (46,730)
--------------
Total distributions to shareholders $ (147,391)
--------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $477,488,754
Reinvestment of distributions 128,843
Cost of shares repurchased (53,654,190)
--------------
Net increase in net assets resulting from fund share
transactions $423,963,407
--------------
Net increase in net assets $455,657,242
NET ASSETS:
Beginning of period (initial capitalization - 10,000 shares) 100,000
--------------
End of period (including accumulated undistributed net
investment income of $7,668) $455,757,242
--------------
</TABLE>
CLASS A '96 Shares '96 Amount
Shares sold 20,658,247 $241,718,453
Reinvestment of distributions 8,422 89,948
Less shares repurchased (3,169,096) (39,772,964)
------------ --------------
Net increase 17,497,573 $202,035,437
------------ --------------
CLASS B
Shares sold 18,263,829 $217,591,111
Reinvestment of distributions 3,639 38,895
Less shares repurchased (1,006,504) (12,485,791)
------------ --------------
Net increase 17,260,964 $205,144,215
------------ --------------
CLASS C*
Shares sold 1,445,032 $ 18,179,190
Less shares repurchased (109,997) (1,395,435)
------------ --------------
Net increase 1,335,035 $ 16,783,755
------------ --------------
*Class C shares were first publicly offered on January 31, 1996.
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
FINANCIAL HIGHLIGHTS 10/31/96
11/2/95
to
10/31/96
CLASS A
Net asset value, beginning of period $ 10.00
----------
Increase from investment operations:
Net investment income $ 0.05
Net realized and unrealized gain on investments 2.63
----------
Total increase from investment operations $ 2.68
Distributions to shareholders from:
Net investment income (0.02)
----------
Net increase in net asset value $ 2.66
----------
Net asset value, end of period $ 12.66
----------
Total return* 26.87%
Ratio of net expenses to average net assets 1.54%**+
Ratio of net investment income to average net assets 0.34%**+
Portfolio turnover rate 43%**
Average commission rate paid(1) $ 0.0471
Net assets, end of period (in thousands) $221,601
Ratios assuming no waiver of management fees and assumption of
expenses by PMC and no reduction for fees paid indirectly:
Net expenses 1.55%**
Net investment income 0.33%**
Ratios assuming waiver of management fees and assumption of
expenses by PMC and reduction for fees paid indirectly:
Net expenses 1.51%**
Net investment income 0.37%**
* 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.
(1) Amount represents the rate of commission paid on the Fund's exchange
listed transactions.
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
Pioneer Small Company Fund
FINANCIAL HIGHLIGHTS 10/31/96
11/2/95
to
10/31/96
CLASS B
Net asset value, beginning of period $ 10.00
------------
Increase (decrease) from investment
operations:
Net investment loss $ (0.01)
Net realized and unrealized gain on investments 2.62
------------
Net increase from investment operations $ 2.61
Distributions to shareholders:
In excess of net investment income (0.02)
------------
Net increase in net asset value $ 2.59
------------
Net asset value, end of period $ 12.59
------------
Total return* 26.09%
Ratio of net expenses to average net assets 2.26%**+
Ratio of net investment loss to average net assets (0.42)%**+
Portfolio turnover rate 43%**
Average commission rate paid(1) $ 0.0471
Net assets, end of period (in thousands) $217,346
Ratios assuming no waiver of management fees and assumption of
expenses by PMC and no
reduction for fees paid indirectly:
Net expenses 2.27%**
Net investment loss (0.43)%**
Ratios assuming waiver of management fees and assumption of
expenses by PMC and reduction for fees paid indirectly:
Net expenses 2.23%**
Net investment loss (0.39)%**
* 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.
(1) Amount represents the rate of commission paid on the Fund's exchange
listed transactions.
20 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
FINANCIAL HIGHLIGHTS 10/31/96
1/31/96
to
10/31/96
CLASS C(a)
Net asset value, beginning of period $ 11.01
------------
Increase (decrease) from investment operations:
Net investment loss $ (0.03)
Net realized and unrealized gain on investments 1.61
------------
Net increase in net asset value $ 1.58
------------
Net asset value, end of period $ 12.59
------------
Total return* 14.35%
Ratio of net expenses to average net assets 2.25%**+
Ratio of net investment loss to average net assets (0.45)%**+
Portfolio turnover rate 43%**
Average commission rate paid(1) $0.0471
Net assets, end of period (in thousands) $16,811
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.21%**
Net investment loss (0.41)%**
(a) Class C shares were first publicly offered on January 31, 1996.
* 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.
(1) Amount represents the rate of commission paid on the Fund's exchange
listed transactions.
The accompanying notes are an integral part of these financial statements. 21
<PAGE>
Pioneer Small Company Fund
NOTES TO FINANCIAL STATEMENTS 10/31/96)
1. Organization and Significant Accounting Policies
Pioneer Small Company 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 Fund was organized on August 8, 1995 and
commenced operations on November 2, 1995. Prior to November 2, 1995, the Fund
had no operations other than those relating to organizational matters and the
initial capitalization of the Fund by The Pioneer Group, Inc. (PGI).
Effective May 24, 1996, and until further notice, the Fund was closed to new
investors. The investment objective of the Fund is to seek capital
appreciation by investing primarily in common stocks.
The Fund offers three classes of shares - Class A, Class B and Class C
shares. Class A and B shares were first publicly offered on November 2, 1995.
Class C shares were first publicly offered on January 31, 1996. 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, which
are in conformity with those generally accepted in the investment company
industry:
A. Security Valuation
Security transactions are recorded on trade date. Each day, 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
22
<PAGE>
Pioneer Small Company Fund
recorded on the accrual basis. Temporary cash investments are valued at
amortized cost.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
It is the Fund's practice 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.
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, 1996, the Fund has reclassified $148,395 from paid-in
capital to distributions in excess of 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.
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 subsidiary of PGI. PFD earned $771,641 in underwriting
commissions on the sale of fund shares during the period ended October 31,
1996.
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. 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
23
<PAGE>
Pioneer Small Company Fund
NOTES TO FINANCIAL STATEMENTS 10/31/96 (continued)
(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.
E. Deferred Organization Costs
The costs incurred by the Fund in connection with its organization have
been deferred and are amortized on a straight-line basis over a period of
up to five years. If Pioneering Management Corporation (PMC) redeems any
of its initial investment prior to the end of the amortization period, the
redemption proceeds will be decreased by the pro rata share of the
unamortized expenses as of the date of redemption. The pro rata share is
derived by dividing the number of original shares redeemed by the total
number of original shares outstanding at the time of redemption.
2. Management Agreement
PMC, the Fund's investment adviser, manages the Fund's portfolio and is a
wholly owned subsidiary of PGI. Management fees are calculated daily at the
annual rate of 0.85% of the Fund's average daily net assets.
Until January 3, 1996, PMC had agreed not to impose a portion of its
management fee and to assume other operating expenses of the Fund to the
extent that such expenses exceeded 1.75% of the Class A expenses; 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.
In addition, under the management agreement, certain other services and
costs, including accounting, regulatory reporting and insurance premiums, are
paid by the Fund. At October 31, 1996, $344,837 was payable to PMC related to
management fees and certain other services.
3. Transfer Agent
PSC, a wholly owned subsidiary of PGI, provides substantially all transfer
agent and shareholder services to the Fund at negotiated rates. Included in
due to affiliates is $83,163 in transfer agent fees payable to PSC at October
31, 1996.
24
<PAGE>
Pioneer Small Company Fund
4. Distribution Plans
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 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
$251,060 in distribution fees payable to PFD at October 31, 1996.
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%.
Proceeds from the CDSC are paid to PFD. For the period ended October 31,
1996, CDSCs in the amount of $183,322 were paid to PFD.
5. Expense Offsets
The Fund has entered into certain expense offset arrangements resulting in a
reduction in the Funds total expenses. For the period ended October 31, 1996,
the Fund's expenses were reduced by $93,788 under such arrangements.
6. Affiliated Companies
The Fund primarily invests in smaller capitalized company securities that
tend to be more sensitive to changes in earnings expectations and have lower
trading volumes than mid to large capitalized company securities, and as a
result, they may experience more abrupt and erratic price movements. The
Fund's investment in these smaller capitalized companies may exceed 5% of the
outstanding voting stock. Such companies are deemed affiliates of the Fund
for financial reporting purposes. The following summarizes transactions with
affiliates of the Fund as of October 31, 1996:
25
<PAGE>
Pioneer Small Company Fund
NOTES TO FINANCIAL STATEMENTS 10/31/96 (continued)
<TABLE>
<CAPTION>
Dividend
Affiliates Purchases Sales Income Value
- ------------------------------------ ------------- ----------- --------- -------------
<S> <C> <C> <C> <C>
Acme Electric Corp. $ 4,483,070 $ - $ - $ 3,941,438
Aequitron Medical, Inc. 2,467,501 - - 3,174,750
Alexion Pharmaceuticals, Inc. 3,832,500 - - 4,050,000
Anergen, Inc. 2,790,000 - - 3,022,500
Apertus Technologies, Inc. 5,172,201 - - 4,478,438
Bally Total Fitness Holding Corp. 5,768,435 - - 5,984,500
Broadway & Seymour, Inc. 7,937,325 - - 6,674,400
Buttrey Food & Drug Stores Co. 4,229,063 - - 4,372,000
Catherines Stores Corp. 5,165,501 - - 3,281,875
Chic by H.I.S., Inc. 4,607,500 - - 4,486,250
Crown Vantage, Inc. 9,244,499 - - 7,002,000
Dataflex Corp. 1,607,275 236,250 - 1,217,563
Dorsey Trailers, Inc. 1,384,575 - - 1,167,925
Drug Emporium, Inc. 4,538,849 - - 4,395,800
ESCO Electronics Corp. 7,503,824 - - 6,084,975
Gilbert Associates, Inc. 4,650,731 - 105,678 4,682,028
Information Storage Devices, Inc. 8,289,654 - - 5,873,438
Integrated Circuit Systems, Inc. 6,686,228 - - 7,481,250
Inter-TAN, Inc. 6,818,976 - - 6,267,500
INTERLINQ Sortware Corp. 1,795,313 - - 2,298,000
Jan Bell Marketing, Inc. 3,999,275 - - 4,108,088
Kentucky Electric Steel, Inc. 4,124,950 - - 2,970,400
Learmonth & Burchett Management
Systems Plc (Sponsored A.D.R.) 5,782,796 - - 3,189,375
Meridian Data, Inc. 4,517,692 - - 4,986,750
Morgan Products, Ltd. 4,931,875 2,980,400 - 3,375,750
NAI Technologies, Inc. 1,044,750 420,313 - 2,062,688
Phar-Mor, Inc. 6,804,452 - - 5,055,600
Ply-Gem Industries, Inc. 9,208,870 - 12,516 8,719,550
Proler International Corp. 3,510,000 - 1,560 3,393,000
River Oaks Furniture, Inc. 1,779,630 - - 1,252,125
Signal Technology Corp. 3,609,375 - - 5,393,588
Specialty Chemical Resources, Inc. 840,653 - - 749,813
Sun Coast Industries, Inc. 2,661,525 - - 1,527,913
Tokheim Corp. 5,646,515 - - 7,087,500
Uniroyal Technology Corp. 4,025,691 - - 3,503,500
Unit Instruments, Inc. 3,973,125 - - 2,691,875
Work Group Technology Corp. 3,826,000 - - 3,736,500
------------- ----------- --------- -------------
$169,260,194 $3,636,963 $119,754 $153,740,645
------------- ----------- --------- -------------
</TABLE>
26
<PAGE>
Pioneer Small Company Fund
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Shareholders And The Board Of Trustees Of
Pioneer Small Company Fund:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer Small Company Fund as of October 31, 1996, and the
related statement of operations, the statement of changes in net assets for
the period from November 2, 1995 (commencement of operations) to October 31,
1996, and the financial highlights for the period 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 audit.
We conducted our audit 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, 1996 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 audit provides 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 Small Company Fund as of October 31, 1996, the results of its
operations, the changes in its net assets, and the financial highlights for
the period presented, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 4, 1996
27
<PAGE>
Pioneer Small Company Fund
TAX TREATMENT OF DISTRIBUTIONS
Made during the Period Ended 10/31/96
During the period ended October 31, 1996, Pioneer Small Company Fund paid the
following distributions per share:
Net Investment
Record Date Payment Date Income
CLASS A:
12/20/95 12/28/95 $0.023
----------------
CLASS B:
12/20/95 12/28/95 $0.017
----------------
Corporate shareholders may deduct up to 70% of qualifying dividends received
during the period. For purposes of computing the exclusion, 100% of the
distributions from net investment income represents qualifying dividends.
TRUSTEES' FEES AND SHARE OWNERSHIP 10/31/96
Trustees' Fees, Principal Shareholders and Share
Ownership of Trustees and Officers (Unaudited)
The aggregate direct remuneration paid by the Fund to nonaffiliated trustees
and officers during the period ended October 31, 1996 was $12,958, plus
expenses incurred in attending trustees meetings of $7,090. Fees of trustees
who are affiliated with or "interested persons" of Pioneering Management
Corporation and Pioneer Funds Distributor, Inc., investment advisor and
principal underwriter, respectively, of the Fund ($1,000 in 1996), are
reimbursed to the Fund by Pioneering Management Corporation in accordance
with the management agreement with the Fund. At October 31, 1996, the
trustees and officers of the Fund owned beneficially 57,164 of Class A shares
of the Fund (0.3% of the outstanding Class A shares). The Pioneer Group,
Inc., the parent company of Pioneering Management Corporation and Pioneer
Funds Distributor, Inc., is a publicly held corporation of which Mr. Cogan,
Chairman and President of the Fund, owned approximately 14% of the
outstanding shares of capital stock at October 31, 1996.
28
<PAGE>
Pioneer Small Company Fund
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
Trustees Officers
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Richard H. Egdahl, M.D. President
Margaret B.W. Graham David D. Tripple, Executive Vice President
John W. Kendrick Warren J. Isabelle, Vice President
Marguerite A. Piret William H. Keough, Treasurer
David D. Tripple Joseph P. Barri, Secretary
Stephen K. West
John Winthrop
Investment Adviser
Pioneering Management Corporation
Custodian
Brown Brothers Harriman & Co.
Independent Public Accountants
Arthur Andersen LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr
Shareholder Services and Transfer Agent
Pioneering Services Corporation
29
<PAGE>
HOW TO CONTACT PIONEER
We are pleased to offer a variety of convenient ways for you to contact us
for assistance or information.
You can call us for:
Account information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Or write to us at:
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)
This report must be preceded or accompanied by a current
Fund prospectus.
[Pioneer logo] Pioneer Funds Distributor, Inc.
60 State Street
Boston, Massachusetts 02109
1296-3834
(c) Pioneer Funds Distributor, Inc.
[recycle logo] Printed on Recycled Paper
