<PAGE>
[Graphic: Pioneer Logo]
Pioneer
Small Company
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 6
Schedule of Investments 9
Financial Statements 15
Notes to Financial Statements 21
Report of Independent Public Accountants 26
Trustees, Officers and Service Providers 27
The Pioneer Family of Mutual Funds 28
</TABLE>
<PAGE>
Pioneer Small Company 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.
In October, Kenneth Fuller took over as the leader of Pioneer Small Company
Fund's portfolio management team. Mr. Fuller brings with him over 24 years of
investment experience and we are delighted to have him at Pioneer. I encourage
you to read the Portfolio Management Discussion to share his insights and
strategies on the Fund.
Respectfully,
[Graphic: Signature of John F. Cogan, Jr.]
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY 10/31/99
- --------------------------------------------------------------------------------
Portfolio Diversification
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[Data for pie chart]
<TABLE>
<S> <C>
U.S. Common Stocks 92%
International Common Stocks 5%
Short-Term Cash Equivalents 3%
</TABLE>
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[Data for pie chart]
<TABLE>
<S> <C>
Financial 21%
Technology 20%
Capital Goods 14%
Consumer Cyclicals 11%
Consumer Staples 8%
Basic Materials 8%
Energy 7%
Healthcare 6%
Transportation 3%
Other 2%
</TABLE>
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C> <C> <C>
1. Anacomp, Inc. 4.18% 6. U.S. Industries, Inc. 2.26%
2. John H. Harland Co. 3.99 7. Forest Oil Corp. 2.20
3. Smart Modular 3.03 8. Morrison Knudsen Corp. 2.16
Technologies Inc.
4. Plains Resources, Inc. 2.78 9. Financial Security 2.10
Assurance Holdings Ltd.
5. Veeco Instruments Inc. 2.29 10. DuPont Photomasks, Inc. 2.08
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/99 CLASS A SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 10/31/99 10/31/98
$10.83 $10.68
Distributions per Share Income Short-Term Long-Term
(10/31/98 - 10/31/99) Dividends Capital Gains Capital Gains
- - $0.405
</TABLE>
Investment Returns
- --------------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
Average Annual Total Returns
(As of October 31, 1999)
Net Asset Public Offering
Period Value Price*
<S> <C> <C>
Life-of-Fund 8.50% 6.90%
(11/2/95)
1 Year 5.37 -0.67
</TABLE>
[Data for mountain chart]
Growth of $10,000+
<TABLE>
<CAPTION>
Pioneer Russell
Small 2000
Company Index
Fund*
<S> <C> <C>
11/95 9425 10000
9860 10253
4/96 11383 11365
10908 10339
10/96 11338 11192
12600 12198
4/97 11638 11373
13966 13792
10/97 14726 14476
13921 14402
4/98 15868 16193
14020 14108
10/98 11753 12759
12395 14448
4/99 12087 14693
12864 15155
10/99 12384 14655
</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.
+ 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 over-the-counter market. 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 10/31/99 CLASS B SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 10/31/99 10/31/98
$10.50 $10.44
Distributions per Share Income Short-Term Long-Term
(10/31/98 - 10/31/99) Dividends Capital Gains Capital Gains
- - $0.405
</TABLE>
Investment Returns
- --------------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
Average Annual Total Returns
(As of October 31, 1999)
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 7.74% 7.14%
(11/2/95)
1 Year 4.61 0.61
</TABLE>
[Data for mountain chart]
Growth of $10,000+
<TABLE>
<CAPTION>
Pioneer Russell
Small 2000
Company Index
Fund*
<S> <C> <C>
11/95 10000 10000
10442 10253
4/96 12036 11365
11504 10339
10/96 11941 11192
13238 12198
4/97 12199 11373
14624 13792
10/97 15389 14476
14524 14402
4/98 16522 16193
14570 14108
10/98 12198 12759
12833 14448
4/99 12505 14693
13283 15155
10/99 12462 14655
</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.
+ 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 over-the-counter market. 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 10/31/99 CLASS C SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 10/31/99 10/31/98
$10.47 $10.44
Distributions per Share Income Short-Term Long-Term
(10/31/98 - 10/31/99) Dividends Capital Gains Capital Gains
- - $0.405
</TABLE>
Investment Returns
- --------------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
Average Annual Total Returns
(As of October 31, 1999)
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 5.41% 5.41%
(1/31/96)
1 Year 4.31 4.31
</TABLE>
[Data for mountain chart]
Growth of $10,000
<TABLE>
<CAPTION>
Pioneer Russell
Small 2000
Company Index
Fund*
<S> <C> <C>
1/96 10000 10000
10/96 11435 10916
12687 11897
4/97 11692 11092
14005 13452
10/97 14747 14119
13918 14047
4/98 15832 15793
13952 13761
10/98 11681 12444
12289 14092
4/99 11951 14331
12708 14781
10/99 12184 14294
</TABLE>
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
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 over-the-counter
market. 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 10/31/99
- --------------------------------------------------------------------------------
In the following discussion, the leader of Pioneer Small Company Fund's
investment team - Ken Fuller - reviews the market environment and the Fund's
strategy for the year ended October 31, 1999. Mr. Fuller has been an investment
professional for 24 years.
Q: How would you characterize the market environment for small-cap value
stocks over the last year?
A: The 12 months ended October 31, 1999 proved challenging for small-company
value stocks. Investors, once again, gravitated toward large-company growth
stocks, especially technology stocks whose outstanding performance was the
major contributor to the positive returns across all major market indices.
While it has been an unusual and sometimes frustrating period for small
stock investors, it's important to understand that historically, with
securities markets, no trend continues forever.
Q: How did Pioneer Small Company Fund perform?
A: The Fund's Class A shares posted a 5.37% return, Class B 4.61% and Class C
4.31%, all at net asset value. In comparison, the average small-cap value
mutual fund returned 6.00%, as tracked by Lipper, Inc.* (Lipper is an
independent firm that tracks mutual fund performance.) The Fund's
benchmark, the Russell 2000 Index, an unmanaged measure of
small-capitalization stocks, returned 14.87%. The Fund's underperformance,
when compared to the Index, can be attributed to the disparate returns of
growth and value stocks. While the growth component of the Index returned
29.28%, the value component returned only 0.72%.
Q: How did the Fund perform on a sector level?
A: The technology and energy sectors were the strongest contributors, while
the financial and healthcare areas were detractors from performance.
* Effective September 30, 1999, Lipper began a new classification system for
comparing funds. Pioneer Small Company Fund is classified as a small-cap
value fund in this new system. Under the old classification, Lipper placed
the Fund in the small-cap funds category.
6
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Although the prices of energy stocks were down early in the year, they
rebounded sharply in 1999 after oil-producing nations reached an agreement
on production. Forest Oil and Louis Dreyfus Natural Gas are two holdings
that performed well. In the technology sector, Wind River Systems, a
software company, and Varian Semiconductors Equipment Associates were both
standout investments.
Financial companies were hurt as interest rate and credit quality concerns
persisted. Capital RE and American Annuity Group are two insurance holding
companies that turned in weak results. Government attempts to restructure
Medicare adversely affected healthcare companies, and the Fund's
investments in Universal Health Services and Trigon Healthcare languished.
Q: Ken, you recently took over as the leader of the Pioneer Small Company Fund
portfolio management team. What is your vision for the Fund?
A: First of all, the Fund will remain focused on small company value stocks.
Overall, stocks that make up the portfolio will be those we think have the
greatest potential to provide shareowners with solid returns and below-
average risk over time. We select these stocks by employing a disciplined
strategy that uses intensive research and risk analysis.
One change that we expect to make is a reduction in the number of portfolio
holdings. At year-end, the Fund owned 79 stocks. Over time we expect the
portfolio to be more concentrated, generally holding less than 65 stocks.
However, the Fund will remain invested in a diverse selection of sectors
and industries.
Q: How do you explain your team's approach to value investing?
A: Our approach is in the same tradition embraced by Pioneer's founder Philip
Carret. That is, we seek value by applying a company and management-focused
philosophy to identify under-priced stocks. Our goal is to buy stocks of
companies whose current prices don't reflect their long-term appreciation
potential. Stock prices are an important factor in our analysis but they
are not the only factor used in assessing whether a stock has value. Beyond
a stock's price, we like to see a fundamental
7
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 10/31/99 (continued)
- --------------------------------------------------------------------------------
catalyst that can unlock a company's potential. Positive catalysts include
management changes, asset sales or acquisitions, or new products.
Q: Why is a stock's liquidity important?
A: Liquidity, a measure of how easy it is to trade stocks, is another
important but often-overlooked means of gauging value. One of the risks
investors of small stocks face is the propensity for these stocks to become
illiquid. Once a stock becomes illiquid, it is very difficult to sell. By
gradually increasing the Fund's median market capitalization over time, we
hope to continue our focus on small-cap issuers, but avoid many of the
smallest companies that often become illiquid. At year-end, the portfolio's
average market capitalization was approximately $743 million.
Q: Did the Fund participate in any initial public offerings (IPOs)?
A: Yes, and they were positive contributors to the Fund's performance. The
market for IPOs has been very favorable during the past year, and many of
our IPO investments quickly met our valuation targets and were sold. Among
the IPO holdings that doubled in value, but were subsequently sold, were
Portal Software, E-Loan and Foundry Networks. These investments entail
risks, and there is no assurance that IPO investments will continue to be
available to or significant contributors to the Fund's performance.
Q: What is your outlook for small-cap value stocks?
A: Our long-term optimism for this segment of the small-cap market has not
waned. From a valuation standpoint, the story for small-cap value stocks is
as compelling today as it has been in the 14 years that I've followed these
stocks. Evidence of the tremendous valuations can be found in the
increasing number of mergers and acquisitions. It is becoming more common
and profitable for the management of a small company to take the company
private by purchasing the outstanding stock at a premium, rather than
remaining public. As managers and investors, we are confident that these
stocks will come back into favor but it is impossible and impractical to
predict when. Instead, we will stick with a careful stock-by-stock
selection process to build a portfolio that will be in a position to
prosper when the market once again favors small-caps.
8
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS - 96.6%
Basic Materials - 7.4%
Agricultural Products - 0.3%
40,000 Alico, Inc. $ 615,000
-------------
Chemicals - 0.7%
75,000 Georgia Gulf Corp. $ 1,617,188
-------------
Chemicals (Specialty) - 1.7%
412,800 Uniroyal Technology Corp.* $ 3,844,200
-------------
Containers & Packaging (Paper) - 0.4%
130,200 BWay Corp.* $ 846,300
-------------
Gold & Precious Metals Mining - 1.1%
171,400 Cambior, Inc. $ 267,813
115,500 Franco-Nevada Mining Corp. Ltd. 2,142,231
-------------
$ 2,410,044
-------------
Iron & Steel - 1.3%
184,500 Schnitzer Steel Industries, Inc. $ 2,975,063
-------------
Metals Mining - 1.9%
504,900 Inco, Ltd. (VBN Shares) $ 4,106,608
-------------
Total Basic Materials $ 16,414,403
-------------
Capital Goods - 13.7%
Electrical Equipment - 3.0%
75,000 Kemet Corp.* $ 2,397,656
218,500 Power-One, Inc.* 4,370,000
-------------
$ 6,767,656
-------------
Engineering & Construction - 2.8%
508,600 Morrison Knudsen Corp.* $ 4,640,975
225,456 Salient 3 Communications Inc.* 1,592,283
-------------
$ 6,233,258
-------------
Manufacturing (Diversified) - 2.2%
328,000 U.S. Industries, Inc. $ 4,858,500
-------------
Manufacturing (Specialized) - 0.7%
444,200 The York Group, Inc. $ 1,665,750
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Office Equipment & Supplies - 4.6%
514,120 Anacomp, Inc.* $ 8,964,968
150,300 Nashua Corp.* 1,258,762
-------------
$ 10,223,730
-------------
Waste Management - 0.4%
150,000 Newpark Resources, Inc.* $ 965,625
-------------
Total Capital Goods $ 30,714,519
-------------
Communication Services - 1.1%
Telephone - 1.1%
51,000 CT Communications Inc.* $ 2,454,375
-------------
Total Communication Services $ 2,454,375
-------------
Consumer Cyclicals - 10.7%
Consumer (Jewelry, Novelties & Gifts) - 1.8%
153,700 Enesco Group, Inc. $ 1,940,463
753,200 Jan Bell Marketing, Inc.* 2,071,300
-------------
$ 4,011,763
-------------
Hardware & Tools - 1.4%
132,500 WD-40 Co. $ 3,080,625
-------------
Leisure Time (Products) - 1.2%
146,840 Mattel, Inc. $ 1,963,985
20,000 Polaris Industries, Inc. 698,750
-------------
$ 2,662,735
-------------
Retail (Computers & Electronics) - 1.7%
165,000 InterTAN, Inc.* $ 3,712,500
-------------
Retail (Home Shopping) - 2.0%
100,000 Blair Corp. $ 1,475,000
252,500 Micro Warehouse, Inc.* 3,061,562
-------------
$ 4,536,562
-------------
Retail (Specialty) - 0.7%
206,000 Jenny Craig, Inc.* $ 463,500
180,000 Pier 1 Imports, Inc. 1,068,750
-------------
$ 1,532,250
-------------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Textiles (Apparel) - 1.9%
428,000 Chic by H.I.S., Inc.* $ 321,000
150,000 Nautica Enterprises, Inc.* 2,259,375
256,800 The Stride Rite Corp. 1,685,250
-------------
$ 4,265,625
-------------
Total Consumer Cyclicals $ 23,802,060
-------------
Consumer Staples - 8.0%
Foods - 1.9%
175,000 Chiquita Brands International, Inc. $ 831,250
350,000 Maple Leaf Foods, Inc. 3,329,031
-------------
$ 4,160,281
-------------
Household Products (Non-Durables) - 0.8%
48,800 National Presto Industries, Inc. $ 1,805,600
-------------
Restaurants - 1.5%
275,000 Luby's Cafeterias, Inc. $ 3,265,625
-------------
Specialty Printing - 3.8%
450,000 John H. Harland Co. $ 8,550,000
-------------
Total Consumer Staples $ 17,781,506
-------------
Energy - 7.0%
Oil & Gas (Exploration/Production) - 7.0%
352,300 Forest Oil Corp.* $ 4,712,012
195,500 Louis Dreyfus Natural Gas Corp.* 3,910,000
347,500 Plains Resources, Inc.* 5,972,655
70,000 Spinnaker Exploration Co.* 1,032,500
-------------
Total Energy $ 15,627,167
-------------
Financial - 20.0%
Banks (Regional) - 2.4%
48,800 CNB Bancshares Inc. $ 3,165,900
110,000 Commercial Federal Bank Corp. 2,158,750
-------------
$ 5,324,650
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Financial (Diversified) - 8.1%
200,000 Advanta Corp. (Class B) $ 2,575,000
60,000 Camden Property Trust 1,623,750
29,700 Dollar Thrifty Automotive Group, Inc.* 501,186
150,000 FelCor Suite Hotels, Inc. 2,550,000
65,000 Gables Residential Trust 1,572,188
160,000 Leucadia National Corp. 3,750,000
120,000 Prentiss Properties Trust 2,572,500
15,900 Reckson Associates Realty Corp. 294,150
1,006,000 Transmedia Network Inc.*+ 2,452,125
-------------
$ 17,890,899
-------------
Insurance (Life/Health) - 1.5%
180,700 American Annuity Group, Inc. $ 3,241,306
-------------
Insurance (Property/Casualty) - 3.5%
225,000 Capital RE Corp. $ 3,178,125
80,000 Financial Security Assurance Holdings Ltd. 4,510,000
-------------
$ 7,688,125
-------------
Savings & Loan Companies - 4.5%
100,000 Queens County Bancorp, Inc. $ 3,143,750
180,000 Staten Island Bancorp, Inc. 3,487,500
120,000 Webster Financial Corp. 3,435,000
-------------
$ 10,066,250
-------------
Total Financial $ 44,211,230
-------------
Healthcare - 6.0%
Healthcare (Hospital Management) - 0.8%
60,000 Universal Health Services Inc. (Class B)* $ 1,762,500
-------------
Healthcare (Managed Care) - 2.6%
125,000 First Health Group Corp.* $ 2,906,250
100,000 Trigon Healthcare, Inc.* 2,837,500
-------------
$ 5,743,750
-------------
Healthcare (Medical Products/Supplies) - 1.9%
220,000 Haemonetics Corp.* $ 4,111,250
-------------
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Healthcare (Specialized Services) - 0.7%
115,000 Orthodontic Centers of America Inc.* $ 1,581,250
-------------
Total Healthcare $ 13,198,750
-------------
Technology - 19.1%
Computers (Peripherals) - 1.4%
125,000 Hutchinson Technology Inc.* $ 3,187,500
-------------
Computers (Software & Services) - 2.2%
180,000 Avid Technology Inc.* $ 1,991,250
140,000 Wind River Systems* 2,852,500
-------------
$ 4,843,750
-------------
Electronics (Component Distributors) - 4.2%
70,000 DII Group, Inc.* $ 2,520,000
87,900 Signal Technology Corp.* 417,525
175,000 Smart Modular Technologies Inc.* 6,496,875
-------------
$ 9,434,400
-------------
Electronics (Semiconductors) - 2.0%
75,000 Dallas Semiconductor Corp. $ 4,415,625
-------------
Equipment (Semiconductors) - 9.1%
60,000 Atmi Inc.* $ 1,616,250
90,000 Cymer, Inc.* 3,324,375
90,000 DuPont Photomasks, Inc.* 4,455,000
110,000 Photronics, Inc.* 2,303,125
163,000 Varian Semiconductors Equipment Associates, Inc.* 3,687,875
145,000 Veeco Instruments Inc.* 4,920,938
-------------
$ 20,307,563
-------------
Services (Data Processing) - 0.2%
40,000 National Processing, Inc.* $ 347,500
-------------
Total Technology $ 42,536,338
-------------
Transportation - 2.4%
Air Freight - 1.1%
325,000 Pittston BAX Group $ 2,396,875
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Airlines - 1.3%
135,000 America West Holdings Corp. (Class B)* $ 2,792,813
-------------
Total Transportation $ 5,189,688
-------------
Utilities - 1.2%
225,000 Unisource Energy Corp.* $ 2,587,500
-------------
Total Utilities $ 2,587,500
-------------
TOTAL COMMON STOCKS
(Cost $220,152,509) $ 214,517,536
-------------
<CAPTION>
Principal
Amount
<S> <C> <C>
TEMPORARY CASH INVESTMENT - 3.4%
Commercial Paper - 3.4%
$7,512,000 Exxon Asset Management Co., 5.3%, 11/1/99 $ 7,512,000
-------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $7,512,000) $ 7,512,000
-------------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $227,664,509) (a)(b) $ 222,029,536
=============
</TABLE>
* 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, 1999, the net unrealized loss on investments based on cost
for federal income tax purposes of $227,687,324 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $31,446,485
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (37,104,273)
-----------
Net unrealized loss $(5,657,788)
===========
</TABLE>
(b) At October 31, 1999, the Fund had a capital loss carryforward of
$18,593,439 which will expire in 2007 if not utilized.
Purchases and sales of securities (excluding temporary cash investments) for the
year ended October 31, 1999, aggregated $160,620,707 and $274,442,227,
respectively.
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
BALANCE SHEET 10/31/99
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investment in securities (including temporary cash
investment of $7,512,000) (cost $227,664,509) $222,029,536
Cash 287
Receivables -
Investment securities sold 3,413,783
Fund shares sold 82,863
Dividends and interest 120,919
Organizational costs - net 9,498
Other 7,234
------------
Total assets $225,664,120
------------
LIABILITIES:
Payables -
Investment securities purchased $ 1,760,888
Fund shares repurchased 865,775
Due to affiliates 404,050
Accrued expenses 102,035
------------
Total liabilities $ 3,132,748
------------
NET ASSETS:
Paid-in capital $246,736,969
Accumulated undistributed net investment income 22,815
Accumulated net realized loss on investments and futures contracts (18,593,439)
Net unrealized loss on investments (5,634,973)
------------
Total net assets $222,531,372
============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $107,448,174/9,923,868 shares) $ 10.83
============
Class B (based on $107,651,898/10,253,514 shares) $ 10.50
============
Class C (based on $7,431,300/709,682 shares) $ 10.47
============
MAXIMUM OFFERING PRICE:
Class A $ 11.49
============
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Small Company 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 $12,840) $ 3,001,840
Interest 639,942
------------
Total investment income $ 3,641,782
------------
EXPENSES:
Management fees $ 2,386,719
Transfer agent fees
Class A 609,370
Class B 619,995
Class C 50,286
Distribution fees
Class A 320,075
Class B 1,374,842
Class C 91,111
Administrative fees 51,270
Custodian fees 61,010
Registration fees 46,613
Professional fees 42,085
Printing 52,659
Organizational costs 9,793
Fees and expenses of nonaffiliated trustees 27,166
Miscellaneous 12,982
------------
Total expenses $ 5,755,976
Less fees paid indirectly (140,858)
------------
Net expenses $ 5,615,118
------------
Net investment loss $ (1,973,336)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FUTURES CONTRACTS:
Net realized loss on:
Investments $(18,367,793)
Futures contracts (225,467) $(18,593,260)
------------ ------------
Change in net unrealized loss on investments $ 34,068,801
------------
Net gain on investments $ 15,475,541
------------
Net increase in net assets resulting from operations $ 13,502,205
============
</TABLE>
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Years Ended 10/31/99 and 10/31/98
<TABLE>
<CAPTION>
Year Ended Year Ended
10/31/99 10/31/98
<S> <C> <C>
FROM OPERATIONS:
Net investment loss $ (1,973,336) $ (4,281,195)
Net realized gain (loss) on investments and futures
contracts (18,593,260) 12,637,156
Change in net unrealized gain or loss on investments 34,068,801 (104,048,427)
------------- -------------
Net increase (decrease) in net assets resulting from
operations $ 13,502,205 $ (95,692,466)
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($0.41 and $1.83 per share, respectively) $ (5,859,435) $ (29,848,737)
Class B ($0.41 and $1.83 per share, respectively) (6,344,430) (32,228,495)
Class C ($0.41 and $1.83 per share, respectively) (440,439) (2,149,245)
------------- -------------
Total distributions to shareholders $ (12,644,304) $ (64,226,477)
------------- -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 61,105,611 $ 79,726,950
Reinvestment of distributions 10,988,399 55,328,290
Cost of shares repurchased (198,751,072) (164,397,741)
------------- -------------
Net decrease in net assets resulting from
fund share transactions $(126,657,062) $ (29,342,501)
------------- -------------
Net decrease in net assets $(125,799,161) $(189,261,444)
NET ASSETS:
Beginning of year 348,330,533 537,591,977
------------- -------------
End of year (including accumulated undistributed net
investment income of $22,815 and $0, respectively) $ 222,531,372 $ 348,330,533
============= =============
</TABLE>
<TABLE>
<CAPTION>
CLASS A '99 Shares '99 Amount '98 Shares '98 Amount
<S> <C> <C> <C> <C>
Shares sold 3,970,586 $ 43,183,898 3,506,941 $ 43,713,957
Reinvestment of distributions 524,461 5,422,932 2,150,568 27,355,224
Less shares repurchased (9,790,941) (105,004,685) (6,910,403) (87,677,518)
---------- ------------- ---------- ------------
Net decrease (5,295,894) $ (56,397,855) (1,252,894) $(16,608,337)
========== ============= ========== =============
CLASS B
Shares sold 1,467,304 $ 15,369,579 2,374,376 $ 29,821,612
Reinvestment of distributions 518,995 5,236,659 2,107,745 26,367,892
Less shares repurchased (8,409,792) (86,720,435) (5,520,410) (68,017,968)
---------- ------------- ---------- ------------
Net decrease (6,423,493) $ (66,114,197) (1,038,289) $(11,828,464)
========== ============= ========== =============
CLASS C
Shares sold 242,954 $ 2,552,134 481,456 $ 6,191,381
Reinvestment of distributions 32,588 328,808 128,209 1,605,174
Less shares repurchased (686,593) (7,025,952) (675,543) (8,702,255)
---------- ------------- ---------- ------------
Net decrease (411,051) $ (4,145,010) (65,878) $ (905,700)
========== ============= ========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
11/2/95
Year Ended Year Ended Year Ended to
10/31/99(a) 10/31/98 10/31/97 10/31/96
<S> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 10.68 $ 15.31 $ 12.66 $ 10.00
-------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.03) $ (0.07) $ (0.11) $ 0.05
Net realized and unrealized gain (loss) on investments 0.59 (2.73) 3.67 2.63
-------- -------- -------- --------
Net increase (decrease) from investment operations $ 0.56 $ (2.80) $ 3.56 $ 2.68
Distributions to shareholders:
Net investment income - - - (0.02)
Net realized gain (0.41) (1.83) (0.91) -
-------- -------- -------- --------
Net increase (decrease) in net asset value $ 0.15 $ (4.63) $ 2.65 $ 2.66
-------- -------- -------- --------
Net asset value, end of period $ 10.83 $ 10.68 $ 15.31 $ 12.66
======== ======== ======== ========
Total return* 5.37% (20.19)% 29.88% 26.87%
Ratio of net expenses to average net assets 1.65%+ 1.45%+ 1.49%+ 1.54%**+
Ratio of net investment income (loss) to average net assets (0.35)%+ (0.54)%+ (0.76)%+ 0.34%**+
Portfolio turnover rate 60% 45% 57% 43%**
Net assets, end of period (in thousands) $107,448 $162,536 $252,177 $221,601
Ratios assuming no waiver of management fees and assumption of
expenses by PIM and no reduction for fees paid indirectly:
Net expenses 1.65% 1.45% 1.49% 1.55%**
Net investment income (loss) (0.35)% (0.54)% (0.76)% 0.33%**
Ratios assuming waiver of management fees and assumption of
expenses by PIM and reduction for fees paid indirectly:
Net expenses 1.62% 1.44% 1.48% 1.51%**
Net investment income (loss) (0.32)% (0.53)% (0.75)% 0.37%**
</TABLE>
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 18
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
11/2/95
Year Ended Year Ended Year Ended to
10/31/99(a) 10/31/98 10/31/97 10/31/96
<S> <C> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 10.44 $ 15.10 $ 12.59 $ 10.00
-------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.11) $ (0.18) $ (0.20) $ (0.01)
Net realized and unrealized gain (loss) on investments 0.58 (2.65) 3.62 2.62
-------- -------- -------- --------
Net increase (decrease) from investment operations $ 0.47 $ (2.83) $ 3.42 $ 2.61
Distributions to shareholders:
In excess of net investment income - - - (0.02)
Net realized gain (0.41) (1.83) (0.91) -
-------- -------- -------- --------
Net increase (decrease) in net asset value $ 0.06 $ (4.66) $ 2.51 $ 2.59
-------- -------- -------- --------
Net asset value, end of period $ 10.50 $ 10.44 $ 15.10 $ 12.59
======== ======== ======== ========
Total return* 4.61% (20.73)% 28.88% 26.09%
Ratio of net expenses to average net assets 2.41%+ 2.15%+ 2.19%+ 2.26%**+
Ratio of net investment loss to average net assets (1.11)%+ (1.24)%+ (1.46)%+ (0.42)%**+
Portfolio turnover rate 60% 45% 57% 43%**
Net assets, end of period (in thousands) $107,652 $174,097 $267,489 $217,346
Ratios assuming no waiver of management fees and assumption of
expenses by PIM and no reduction for fees paid indirectly:
Net expenses 2.41% 2.15% 2.19% 2.27%**
Net investment loss (1.11)% (1.24)% (1.46)% (0.43)%**
Ratios assuming waiver of management fees and assumption of
expenses by PIM and reduction for fees paid indirectly:
Net expenses 2.34% 2.14% 2.18% 2.23%**
Net investment loss (1.04)% (1.23)% (1.45)% (0.39)%**
</TABLE>
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1/31/96
Year Ended Year Ended Year Ended to
10/31/99(a) 10/31/98 10/31/97 10/31/96
<S> <C> <C> <C> <C>
CLASS C
Net asset value, beginning of period $10.44 $ 15.11 $ 12.59 $ 11.01
------ ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $(0.12) $ (0.18) $ (0.21) $ (0.03)
Net realized and unrealized gain (loss) on investments 0.56 (2.66) 3.64 1.61
------ ------- ------- -------
Net increase (decrease) from investment operations $ 0.44 $ (2.84) $ 3.43 $ 1.58
Distributions to shareholders:
Net realized gain (0.41) (1.83) (0.91) -
------ ------- ------- -------
Net increase (decrease) in net asset value $ 0.03 $ (4.67) $ 2.52 $ 1.58
------ ------- ------- -------
Net asset value, end of period $10.47 $ 10.44 $ 15.11 $ 12.59
====== ======= ======= =======
Total return* 4.31% (20.79)% 28.96% 14.35%
Ratio of net expenses to average net assets 2.51%+ 2.16%+ 2.17%+ 2.25%**+
Ratio of net investment loss to average net assets (1.21)%+ (1.24)%+ (1.44)%+ (0.45)%**+
Portfolio turnover rate 60% 45% 57% 43%**
Net assets, end of period (in thousands) $7,431 $11,697 $17,927 $16,811
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.48% 2.14% 2.16% 2.21%**
Net investment loss (1.18)% (1.22)% (1.43)% (0.41)%**
</TABLE>
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 20
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/99
- --------------------------------------------------------------------------------
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 investment objective of the Fund is to seek capital
appreciation.
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 has 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. 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
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.
21
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/99 (continued)
- --------------------------------------------------------------------------------
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.
B. Futures Contracts
The Fund may enter into futures transactions to hedge against changes in
interest rates, securities prices, and currency rates or to seek to
increase total return. Upon entering into a futures contract, the Fund is
required to deposit with a broker an amount of cash or securities equal to
the minimum "initial margin" requirements of the associated futures
exchange. Subsequent payments for futures contracts ("variation margin")
are paid or received by the Fund, depending on the daily fluctuation in the
value of the contracts, and are recorded by the Fund as unrealized gains or
losses. When the contract is closed, the Fund realizes a gain or loss equal
to the difference between the opening and closing value of the contract.
The use of futures contracts involves, to varying degrees, elements of
market and counterparty risks which may exceed the amounts recognized by
the Fund. Changes in value of the contracts may not directly correlate to
the changes in value of the underlying securities. These risks may decrease
the effectiveness of the Fund's hedging strategies and potentially result
in a loss. As of October 31, 1999, the Fund had no outstanding futures
contracts.
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
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 $1,996,151 and $2,764 from
paid-in capital to accumulated net investment loss and
22
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
accumulated net realized loss on investments and futures contracts,
respectively. The reclassification has no impact on the net asset value of
the Fund and is designed to present the Fund's capital accounts on a tax
basis.
D. Fund Shares
The Fund records sales and repurchases of its shares on trade date. Net
losses, if any, as a result of cancellations, are absorbed by Pioneer Funds
Distributor, Inc. (PFD), the principal underwriter for the Fund and an
indirect subsidiary of The Pioneer Group, Inc. (PGI). PFD earned $34,994 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. Deferred Organization Costs
The costs incurred by the Fund in connection with its organization have
been deferred and are being amortized on a straight-line basis over a
period of up to five years. If Pioneer Investment Management, Inc. (PIM)
redeems any of its initial investment prior to the end of the amortization
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.
23
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/99 (continued)
- --------------------------------------------------------------------------------
2. Management Agreement
PIM, the Fund's investment adviser, manages the Fund's portfolio and is a wholly
owned subsidiary of PGI. Management fees are calculated daily at the annual rate
of 0.85% of the Fund's average daily net assets.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At October 31, 1999, $167,980 was payable to PIM
related to management fees, administrative fees and certain other services.
3. Transfer Agent
PSC, a wholly owned subsidiary of PGI, provides substantially all transfer agent
and shareholder services to the Fund at negotiated rates. Included in due to
affiliates is $129,602 in transfer agent fees payable to PSC at October 31,
1999.
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 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 $106,468 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%. Proceeds from the CDSCs are paid to
PFD. For the year ended October 31, 1999, CDSCs in the amount of $1,100,539 were
paid to PFD.
24
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
5. Expense Offsets
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the year
ended October 31, 1999, the Fund's expenses were reduced by $140,858 under such
arrangements.
6. Line of Credit Facility
The Fund, and 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 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, 1999:
<TABLE>
<CAPTION>
Dividend
Affiliates Purchases Sales Income Value
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Transmedia Network Inc. $-- $-- $-- $2,452,125
- -------------------------------------------------------------------------------
</TABLE>
25
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareowners 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, 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 Small Company 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
26
<PAGE>
Pioneer Small Company Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Mary K. Bush President
Richard H. Egdahl, M.D. David D. Tripple, Executive Vice President
Margaret B.W. Graham Eric W. Reckard, Treasurer
John W. Kendrick Joseph P. Barri, Secretary
Marguerite A. Piret
David D. Tripple
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Public Accountants
Arthur Andersen LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneering Services Corporation
27
<PAGE>
- --------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
For information about any Pioneer mutual fund, please contact your investment
professional, or call Pioneer at 1-800-225-6292. Ask for a free fund information
kit, which includes a fund prospectus. Please read the prospectus carefully
before you invest or send money.
Growth Funds Income Funds
United States Taxable
Pioneer Capital Growth Fund Pioneer America Income Trust
Pioneer Growth Shares Pioneer Bond Fund
Pioneer Micro-Cap Fund Pioneer Limited Maturity Bond Fund
Pioneer Mid-Cap Fund Pioneer Strategic Income Fund
Pioneer Small Company Fund
Pioneer Tax-Managed Fund Tax-Free
Pioneer Tax-Free Income Fund
International/Global
Pioneer Emerging Markets Fund Money Market Fund
Pioneer Europe Fund Pioneer Cash Reserves Fund*
Pioneer Indo-Asia Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
Growth and Income Funds
Pioneer Fund
Pioneer II
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Real Estate Shares
* An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1 per share, it is possible to lose
money by investing in the Fund.
28
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This page for your notes.
29
<PAGE>
- --------------------------------------------------------------------------------
HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
Pioneering Services Corporation
60 State Street
Boston, Massachusetts 02109
Our toll-free fax 1-800-225-4240
Our Internet e-mail address [email protected]
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
This report must be preceded or accompanied by a current
Fund prospectus.
[Graphic: Pioneer Logo]
Pioneer Investment Management, Inc.
60 State Street
Boston, Massachusetts 02109
www.pioneerfunds.com
7261-00-1199
(C) Pioneer Funds Distributor, Inc.
[Recycle logo] Printed on Recycled Paper
