[PIONEER LOGO]
Pioneer
Small Company
Fund
----------------------------
SEMIANNUAL REPORT 4/30/00
----------------------------
<PAGE>
Table of Contents
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<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
Trustees, Officers and Service Providers 26
The Pioneer Family of Mutual Funds 27
Programs and Services for Pioneer Shareowners 28
</TABLE>
<PAGE>
Pioneer Small Company Fund
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LETTER FROM THE CHAIRMAN 4/30/00
--------------------------------------------------------------------------------
Dear Shareowner,
--------------------------------------------------------------------------------
As you may know, on May 15, 2000, The Pioneer Group, Inc. and UniCredito
Italiano Group announced an agreement under which UniCredito is expected to
purchase all of the outstanding stock of Pioneer Group. UniCredito is Italy's
second largest banking group and has over $150 billion in assets. We are
pleased to be joining with UniCredito not only because of its reputation and
breadth, but also because of the similar business strategies shared by the two
companies. UniCredito employs many of the same investment philosophies that
Pioneer has believed in for over 70 years. In the meantime, your mutual fund
will be managed by the same portfolio management team, which is overseen by a
Board of Trustees. In addition, the union with UniCredito will give Pioneer
Investment Management, your fund's investment adviser, access to greater
resources, enabling us to strengthen and support our money management efforts
for all Pioneer shareowners.
We expect that the transition resulting from the acquisition will not have a
direct impact on fund shareowners. At Pioneer we always strive to provide our
shareowners with exemplary customer service and a diverse product line. Going
forward, we will continue to work as hard as we can to ensure that our
investors' needs are met and that you are satisfied in any dealings you have
with Pioneer.
Soon you will receive a letter and a proxy statement that will contain more
information about the transaction along with information about a special
shareholder meeting. We are excited about the acquisition (which is subject to
regulatory approval) and hope you are as well. I feel confident about prospects
for the days ahead and I truly believe that Pioneer Group has entered into a
relationship that will be beneficial to you.
Please read this report closely, particularly the Portfolio Manager Discussion
with Ken Fuller. The Q&A in this section gives you the opportunity to read
about your Fund and its performance over the period covered in the report. If
you have questions, please contact your investment professional or call Pioneer
at 1-800-225-6292. You can also visit our web site at www.pioneerfunds.com for
more information.
Respectfully,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
Pioneer Small Company Fund
PORTFOLIO SUMMARY 4/30/00
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[PIE CHART PLOT POINTS]
U.S. Common Stocks 92%
International
Common Stocks 7%
Short-Term Cash
Equivalents 1%
[END PLOT POINTS]
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[PIE CHART PLOT POINTS]
Technology 26%
Financial 18%
Capital Goods 18%
Consumer Cyclicals 9%
Healthcare 9%
Energy 6%
Consumer Staples 5%
Basic Materials 5%
Utilities 2%
Other 2%
[END PLOT POINTS]
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C> <C> <C>
1. Power-One, Inc. 5.79% 6. Financial Security 2.52%
Assurance Holdings Ltd.
2. Veeco Instruments, Inc. 2.87 7. Varian Semiconductors 2.44
Equipment Associates, Inc.
3. John H. Harland Co. 2.83 8. Kemet Corp. 2.39
4. Anacomp, Inc. 2.65 9. Dallas Semiconductor Corp. 2.35
5. Orthodontic Centers of 2.64 10. Louis Dreyfus Natural Gas 2.34
America, Inc. Corp.
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Small Company Fund
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PERFORMANCE UPDATE 4/30/00 CLASS A SHARES
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Share Prices and Distributions
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 4/30/00 10/31/99
$ 13.38 $ 10.83
Distributions per Share Income Short-Term Long-Term
(10/31/99 - 4/30/00) Dividends Capital Gains Capital Gains
- - -
</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 April 30, 2000)
Net Asset Public Offering
Period Value Price*
<S> <C> <C>
Life-of-Fund 12.69% 11.22%
(11/2/95)
1 Year 26.58 19.36
</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.
Growth of $10,000+
[MOUNTAIN CHART PLOT POINTS]
<TABLE>
<CAPTION>
Pioneer Small Russell 2000
Company Fund* Index
<S> <C> <C>
11/30/95 9425 10000
9860 10253
4/96 11383 11365
10908 10339
11338 11192
12600 12198
4/97 11638 11373
13966 13792
14726 14476
13921 14402
4/98 15868 16193
14020 14108
11753 12759
12395 14448
4/99 12087 14693
12864 15155
12384 14655
13688 17010
4/00 15300 17398
</TABLE>
[END PLOT POINTS]
+ 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 4/30/00 CLASS B SHARES
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Share Prices and Distributions
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 4/30/00 10/31/99
$ 12.93 $ 10.50
Distributions per Share Income Short-Term Long-Term
(10/31/99 - 4/30/00) Dividends Capital Gains Capital Gains
- - -
</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.
Average Annual Total Returns
(As of April 30, 2000)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 11.91% 11.61%
(11/2/95)
1 Year 25.66 21.66
</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.
Growth of $10,000+
[MOUNTAIN CHART PLOT POINTS]
<TABLE>
<CAPTION>
Pioneer Small Russell 2000
Company Fund* Index
<S> <C> <C>
11/30/95 10000 10000
10442 10253
4/96 12036 11365
11504 10339
11941 11192
13238 12198
4/97 12199 11373
14624 13792
15389 14476
14524 14402
4/98 16522 16193
14570 14108
12198 12759
12833 14448
4/99 12505 14693
13283 15155
12462 14655
4/00 15514 17398
</TABLE>
[END PLOT POINTS]
+ 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 4/30/00 CLASS C SHARES
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Share Prices and Distributions
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 4/30/00 10/31/99
$ 12.79 $ 10.47
Distributions per Share Income Short-Term Long-Term
(10/31/99 - 4/30/00) Dividends Capital Gains Capital Gains
- - -
</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.
Average Annual Total Returns
(As of April 30, 2000)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 9.81% 9.81%
(1/31/96)
1 Year 24.54 24.54
</TABLE>
* Assumes reinvestment of
distributions. The 1% contingent
deferred sales charge (CDSC)
applies to redemptions made
within one year of purchase.
Growth of $10,000+
[MOUNTAIN CHART PLOT POINTS]
<TABLE>
<CAPTION>
Pioneer Small Russell 2000
Company Fund* Index
<S> <C> <C>
1/96 10000 10000
4/96 11526 11085
11026 10084
11435 10916
12687 11897
4/97 11692 11092
14005 13452
14747 14119
13918 14047
4/98 15832 15793
13952 13761
11681 12444
12289 14092
4/99 11951 14331
12708 14781
12184 14294
4/00 14884 16969
</TABLE>
[END PLOT POINTS]
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
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PORTFOLIO MANAGEMENT DISCUSSION 4/30/00
--------------------------------------------------------------------------------
Ken Fuller, the leader of Pioneer Small Company Fund's management team, has
been an investment professional for 25 years, 15 of them devoted to small
company stocks. In the following pages, he discusses the Fund's strategies and
results for the first half of the current fiscal year.
Q: Small company stocks rose generally over the last six months. Did the Fund's
returns reflect this trend?
A: Pioneer Small Company Fund turned in very strong results for the six months
ended April 30, 2000. The Fund had a total return of 23.55% for Class A
shares, 23.14% for Class B shares and 22.16% for Class C, all at net asset
value. In comparison, the Fund's benchmark index, the Russell 2000 gained
18.72% and the average return for the 348 small company value funds tracked
by Lipper, Inc. was 13.61% for the period.
Q: What's behind these results?
A: The Fund benefited from the upsurge in small company stocks that began in
October and peaked in March. Prices - as measured by the Russell 2000 - fell
back somewhat in April but remained well above the levels of last fall.
The Fund's relatively large technology position (26%) was a big element in
the Fund's strong performance. Within that category, semiconductor
manufacturers were strong contributors, as were companies that provide
capital equipment for the semiconductor industry. Energy stocks also
contributed, although less dramatically. Our successful stock selection
across a range of industries also boosted results.
Q: What were your principal strategies over the last six months?
A: Most importantly, we have been taking profits in technology holdings whose
prices have moved beyond the value criteria that we established at the time
of purchase. Avid Technology and Uniroyal Technology are good examples. We
are also finding ample opportunity to purchase quality companies with strong
balance sheets at attractive valuations.
6
<PAGE>
Pioneer Small Company Fund
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--------------------------------------------------------------------------------
Q: Please tell us about some of the stocks that contributed to results, and
why.
A: Uniroyal Technology, once a tire maker and producer of commodity chemicals,
shed those businesses to concentrate on making light-emitting diodes (LEDs).
These specialized semiconductors have wide applicability, from stadium
scoreboards to fiberoptics. When we began to purchase shares, Uniroyal
Technology was still viewed as a non-technology stock and was selling at a
very low price/earnings ratio. Another company, Power-One, makes power
supply backup equipment to protect computer systems and other essential
equipment. The company has grown through acquisition and cut costs by
relocating its manufacturing to Mexico.
Retailer Pier 1 Imports demonstrates how a company's strategic missteps can
create opportunity for value investors. To capitalize on strong consumer
spending, Pier 1 Imports' management raised prices in 1998 and 1999.
Customers rebelled, earnings fell, and the stock dropped. When management
disclosed a plan to reinstate traditional pricing, we became interested.
Buyers are returning and earnings have improved as has the stock price.
Orthodontic Centers of America was one of the Fund's largest holdings at the
end of the period. Demand for orthodontic services is expanding while the
number of orthodontists is dropping. Growth is being fueled by the purchase
of additional private practices, higher pricing and foreign expansion.
Louis Dreyfus Natural Gas is one of the largest independent natural gas
companies in the country. We think this company will benefit from higher gas
prices over the next year because demand is growing while low prices in
recent years have discouraged drilling activity.
Q: Technology was the Fund's largest sector at the end of the period. How do
you view technology now?
A: Although we feel it's appropriate to be taking profits, we remain bullish on
segments of technology. The basic trends underlying the current boom will
persist for a few more years at least, in our opinion. Sufficient
expansion of the Internet and broadband communications to meet burgeoning
demand could take several years.
7
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 4/30/00 (continued)
--------------------------------------------------------------------------------
Consistent with the Fund's value orientation, our technology selections are
all profitable companies - we have avoided the dot-com world, where market
prices seem to have no connection to company fundamentals.
Q: What stocks or sectors hurt Fund performance?
A: Our move to boost financial holdings was premature; investors are likely to
shun this sector until interest rates have peaked. In particular, Advanta,
a diversified financial concern, and Mutual Risk Management, a reinsurer
of workmen's compensation risk, both disappointed. Capital goods holdings
also underperformed.
Anacomp, a leading provider of electronic document storage and management,
fell when an expected merger fell through. Among consumer cyclicals,
shrinking sales for its "Precious Moments" collectibles lowered Enesco
Group's earnings, causing the stock to drop.
Q: Did Initial Public Offerings affect performance significantly?
A: We took advantage of strong demand for Initial Public Offerings (IPOs)
during the period. Among those that we sold quickly because they exceeded
our valuation targets were Cacheflow, Quantum Effect Devices and Be Free.
However, there is no assurance that IPOs will continue to be available or
that they will be significant contributors to Fund performance.
Q: What is your outlook for small company stocks?
A: Because so many fast-growing small companies are still available at
compelling valuations, investors are taking a new look at smaller company
stocks. The market has also been broadening; there is interest in a variety
of sectors apart from technology. In such an environment careful stock
selection is often rewarded, a condition that may fit well with our
bottom-up stock-picking style. In addition, there has been a wave of buyouts
among small companies - the Fund benefited from a number of such
transactions last year - and we think this consolidation will continue. The
sum of these factors is a positive background for small company investing.
Nevertheless, investors should remember that these stocks may be subject to
greater short-term price fluctuations than securities of larger companies.
8
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/00 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS - 99.5%
Basic Materials - 5.4%
Agricultural Products - 0.3%
40,000 Alico, Inc. $ 660,000
-----------
Chemicals (Specialty) - 1.8%
201,000 Uniroyal Technology Corp.* $ 4,221,000
-----------
Gold & Precious Metals Mining - 0.5%
115,500 Franco-Nevada Mining Corp. Ltd. $ 1,341,844
-----------
Iron & Steel - 1.3%
184,500 Schnitzer Steel Industries, Inc. $ 2,998,125
-----------
Metals Mining - 1.0%
479,900 Inco, Ltd. (VBN Shares) $ 2,327,225
-----------
Paper & Forest Products - 0.5%
97,100 Wausau-Mosinee Paper Corp. $ 1,177,338
-----------
Total Basic Materials $12,725,532
-----------
Capital Goods - 17.4%
Electrical Equipment - 8.2%
75,000 Kemet Corp.* $ 5,587,500
198,600 Power-One, Inc.* 13,554,450
-----------
$19,141,950
-----------
Engineering & Construction - 2.0%
508,600 Morrison Knudsen Corp.* $ 4,672,763
-----------
Machinery (Diversified) - 0.8%
69,300 Applied Power, Inc. $ 1,983,713
-----------
Manufacturing (Diversified) - 1.2%
228,000 U.S. Industries, Inc. $ 2,778,750
-----------
Manufacturing (Specialized) - 0.9%
444,200 The York Group, Inc. $ 2,165,475
-----------
Office Equipment & Supplies - 3.1%
511,120 Anacomp, Inc.* $ 6,197,330
125,300 Nashua Corp. 1,002,400
-----------
$ 7,199,730
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
Pioneer Small Company Fund
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SCHEDULE OF INVESTMENTS 4/30/00 (unaudited) (continued)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Waste Management - 1.2%
350,000 Newpark Resources, Inc.* $ 2,887,500
-----------
Total Capital Goods $40,829,881
-----------
Communication Services - 1.3%
Telephone - 1.3%
102,000 CT Communications, Inc. $ 3,085,500
-----------
Total Communication Services $ 3,085,500
-----------
Consumer Cyclicals - 9.4%
Consumer (Jewelry, Novelties & Gifts) - 0.3%
153,700 Enesco Group, Inc. $ 691,650
-----------
Hardware & Tools - 1.1%
132,500 WD-40 Co. $ 2,641,719
-----------
Retail (Computers & Electronics) - 1.7%
294,000 Inter-TAN, Inc.* $ 4,060,875
-----------
Retail (Home Shopping) - 0.6%
225,000 ShopNow.com, Inc.* $ 1,434,375
-----------
Retail (Specialty) - 1.8%
261,600 Pier 1 Imports, Inc. $ 2,975,700
100,000 Sonic Automotive, Inc.* 1,112,500
-----------
$ 4,088,200
-----------
Retail (Speciality - Apparel) - 0.8%
93,000 AnnTaylor Stores Corp.* $ 1,923,937
-----------
Services (Commercial & Consumer) - 1.0%
133,320 Pittston Brink's Group $ 2,183,115
-----------
Textiles (Apparel) - 1.5%
150,000 Nautica Enterprises, Inc.* $ 1,687,500
222,000 The Stride Rite Corp. 1,873,125
-----------
$ 3,560,625
-----------
Textiles (Specialty) - 0.6%
135,000 Unifi, Inc. $ 1,375,312
-----------
Total Consumer Cyclicals $21,959,808
-----------
</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>
Consumer Staples - 5.3%
Distributors (Food & Health) - 1.1%
156,000 Fleming Companies, Inc. $ 2,564,250
-----------
Foods - 0.8%
265,000 Maple Leaf Foods, Inc. $ 1,977,879
-----------
Household Products (Non-Durables) - 0.6%
38,800 National Presto Industries, Inc. $ 1,338,600
-----------
Specialty Printing - 2.8%
430,000 John H. Harland Co. $ 6,611,250
-----------
Total Consumer Staples $12,491,979
-----------
Energy - 5.6%
Oil & Gas (Exploration/Production) - 5.6%
252,300 Forest Oil Corp.* $ 2,822,606
195,500 Louis Dreyfus Natural Gas Corp.* 5,474,000
232,500 Plains Resources, Inc.* 3,298,594
70,000 Spinnaker Exploration Co.* 1,627,500
-----------
Total Energy $13,222,700
-----------
Financial - 17.8%
Banks (Regional) - 0.7%
110,000 Commercial Federal Bank Corp. $ 1,711,875
-----------
Financial (Diversified) - 8.8%
250,000 Advanta Corp. (Class B) $ 2,875,000
60,000 Camden Property Trust 1,702,500
29,700 Dollar Thrifty Automotive Group, Inc.* 623,700
50,000 Felcor Suite Hotels, Inc. 981,250
228,000 Indymac Mortgage Holdings, Inc. 2,978,250
105,000 Leucadia National Corp. 2,447,812
125,000 Mutual Risk Management Ltd. 1,960,938
120,000 Prentiss Properties Trust 2,850,000
1,006,000 Transmedia Network, Inc.*+ 4,212,625
-----------
$20,632,075
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Small Company Fund
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SCHEDULE OF INVESTMENTS 4/30/00 (unaudited) (continued)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Insurance (Life/Health) - 1.3%
180,700 American Annuity Group, Inc. $ 3,015,431
-----------
Insurance (Property/Casualty) - 4.6%
146,250 Ace Ltd. $ 3,500,859
80,000 Financial Security Assurance Holdings Ltd. 5,905,000
90,000 First American Financial Corp. 1,389,375
-----------
$10,795,234
-----------
Savings & Loan Companies - 2.4%
180,000 Staten Island Bancorp, Inc. $ 3,093,750
120,000 Webster Financial Corp. 2,565,000
-----------
$ 5,658,750
-----------
Total Financial $41,813,365
-----------
Healthcare - 9.3%
Healthcare (Hospital Management) - 1.4%
60,000 Universal Health Services Inc. (Class B)* $ 3,285,000
-----------
Healthcare (Managed Care) - 3.1%
125,000 First Health Group Corp.* $ 3,804,688
100,000 Trigon Healthcare, Inc.* 3,593,750
-----------
$ 7,398,438
-----------
Healthcare (Medical Products/Supplies) - 2.2%
220,000 Haemonetics Corp.* $ 5,060,000
-----------
Healthcare (Specialized Services) - 2.6%
291,400 Orthodontic Centers of America, Inc.* $ 6,174,037
-----------
Total Healthcare $21,917,475
-----------
Technology - 26.1%
Computers (Networking) - 1.6%
110,000 Apex, Inc.* $ 3,251,875
37,800 Vicinity Corp.* 448,875
-----------
$ 3,700,750
-----------
Computers (Peripherals) - 0.4%
25,000 Xircom Inc.* $ 985,938
-----------
</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>
Computers (Software & Services) - 4.4%
83,000 Avid Technology, Inc.* $ 1,141,250
60,000 RadiSys Corp.* 2,482,500
50,000 Verity, Inc.* 1,621,875
120,000 Wind River Systems* 5,122,500
-----------
$10,368,125
-----------
Electronics (Component Distributors) - 4.4%
110,000 ACT Manufacturing, Inc.* $ 4,001,250
53,255 Flextronics International, Ltd.* 3,741,164
110,000 Power Integrations, Inc.* 2,502,500
-----------
$10,244,914
-----------
Electronics (Semiconductors) - 3.8%
128,000 Dallas Semiconductor Corp. $ 5,496,000
200,000 Galileo Technology Ltd.* 3,512,500
-----------
$ 9,008,500
-----------
Equipment (Semiconductors) - 11.5%
125,000 ATMI, Inc.* $ 4,812,500
70,000 Cymer, Inc.* 2,734,375
90,000 DuPont Photomasks, Inc.* 5,045,625
55,000 Photronics, Inc.* 1,832,187
85,000 Varian Semiconductors Equipment
Associates, Inc.* 5,716,250
108,000 Veeco Instruments, Inc.* 6,709,500
-----------
$26,850,437
-----------
Total Technology $61,158,664
-----------
Transportation - 0.4%
Airlines - 0.4%
75,000 America West Holdings Corp. (Class B)* $ 1,096,875
-----------
Total Transportation $ 1,096,875
-----------
Utilities - 1.5%
Electric Companies - 1.5%
225,000 Unisource Energy Corp. $ 3,656,250
-----------
Total Utilities $ 3,656,250
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/00 (unaudited) (continued)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
TOTAL COMMON STOCKS $233,958,029
------------
(Cost $205,161,378)
Principal
Amount
TEMPORARY CASH INVESTMENT - 0.5%
Commercial Paper - 0.5%
$1,382,000 Citicorp, Inc., 6.0%, 5/1/00 $ 1,382,000
------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $1,382,000) $ 1,382,000
------------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $206,543,378) (a)(b) $235,340,029
------------
</TABLE>
* Non-income producing security.
+ Investment held by the Fund representing 5% or more of the outstanding
voting stock of such company.
(a) At April 30, 2000, the net unrealized gain on investments based on cost for
federal income tax purposes of $206,566,193 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $62,073,350
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (33,299,514)
-----------
Net unrealized gain $28,773,836
-----------
</TABLE>
(b) As of 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 six months ended April 30,2000, aggregated $54,744,607and $84,190,015,
respectively.
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
BALANCE SHEET 4/30/00 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investment in securities (including temporary cash
investment of $1,382,000) (cost $206,543,378) $235,340,029
Cash 155
Receivables -
Investment securities sold 1,688,007
Fund shares sold 136,096
Dividends and interest 41,491
Organizational costs - net 4,615
Other 2,779
------------
Total assets $237,213,172
------------
LIABILITIES:
Payables -
Investment securities purchased $ 873,124
Fund shares repurchased 529,365
Due to affiliates 485,401
Accrued expenses 128,686
------------
Total liabilities $ 2,016,576
------------
NET ASSETS:
Paid-in capital $211,095,359
Accumulated net investment loss (86,921)
Accumulated net realized loss on investments and futures contracts (4,608,493)
Net unrealized gain on investments 28,796,651
------------
Total net assets $235,196,596
------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $113,912,830/8,511,140 shares) $ 13.38
------------
Class B (based on $112,794,063/8,723,527 shares) $ 12.93
------------
Class C (based on $8,489,703/664,010 shares) $ 12.79
------------
MAXIMUM OFFERING PRICE:
Class A $ 14.20
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
--------------------------------------------------------------------------------
For the Six Months Ended 4/30/00
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends (net of foreign taxes withheld of $6,184) $2,172,934
Interest 176,264
-----------
Total investment income $ 2,349,198
-----------
EXPENSES:
Management fees $ 993,756
Transfer agent fees
Class A 253,556
Class B 229,323
Class C 85,185
Distribution fees
Class A 142,245
Class B 560,049
Class C 40,096
Administrative fees 32,281
Custodian fees 33,559
Registration fees 30,394
Professional fees 24,206
Printing 39,709
Organizational costs 4,883
Fees and expenses of nonaffiliated trustees 12,194
Miscellaneous 8,916
-----------
Total expenses $ 2,490,352
Less fees paid indirectly (31,418)
-----------
Net expenses $ 2,458,934
-----------
Net investment loss $ (109,736)
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FUTURES CONTRACTS:
Net realized gain (loss) on:
Investments $14,454,207
Futures contracts (469,261) $13,984,946
----------- -----------
Change in net unrealized loss on investments $34,431,624
-----------
Net gain on investments and futures contracts $48,416,570
-----------
Net increase in net assets resulting from operations $48,306,834
-----------
</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 Six Months Ended 4/30/00 and the Year Ended 10/31/99
<TABLE>
<CAPTION>
Six Months
Ended
4/30/00 Year Ended
(unaudited) 10/31/99
<S> <C> <C>
FROM OPERATIONS:
Net investment loss $ (109,736) $ (1,973,336)
Net realized gain (loss) on investments and futures
contracts 13,984,946 (18,593,260)
Change in net unrealized gain or loss on investments 34,431,624 34,068,801
------------ -------------
Net increase in net assets resulting from operations $ 48,306,834 $ 13,502,205
------------ -------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($0.00 and $0.41 per share, respectively) $ - $ (5,859,435)
Class B ($0.00 and $0.41 per share, respectively) - (6,344,430)
Class C ($0.00 and $0.41 per share, respectively) - (440,439)
------------ -------------
Total distributions to shareholders $ - $ (12,644,304)
------------ -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 29,002,241 $ 61,105,611
Reinvestment of distributions - 10,988,399
Cost of shares repurchased (64,643,851) (198,751,072)
------------ -------------
Net decrease in net assets resulting from
fund share transactions $(35,641,610) $(126,657,062)
------------ -------------
Net increase (decrease) in net assets $ 12,665,224 $(125,799,161)
NET ASSETS:
Beginning of period 222,531,372 348,330,533
------------ -------------
End of period (including accumulated net investment
income (loss) of ($86,921) and $22,815, respectively) $235,196,596 $ 222,531,372
------------ -------------
</TABLE>
<TABLE>
<CAPTION>
'00 Shares '00 Amount
CLASS A (unaudited) (unaudited) '99 Shares '99 Amount
<S> <C> <C> <C> <C>
Shares sold 1,342,616 $ 16,807,209 3,970,586 $ 43,183,898
Reinvestment of distributions - - 524,461 5,422,932
Less shares repurchased (2,755,344) (34,124,432) (9,790,941) (105,004,685)
---------- ------------- ---------- ------------
Net decrease (1,412,728) $ (17,317,223) (5,295,894) $(56,397,855)
---------- ------------- ---------- ------------
CLASS B
Shares sold 834,560 $ 10,300,537 1,467,304 $ 15,369,579
Reinvestment of distributions - - 518,995 5,236,659
Less shares repurchased (2,364,547) (28,136,169) (8,409,792) (86,720,435)
---------- ------------- ---------- ------------
Net decrease (1,529,987) $ (17,835,632) (6,423,493) $(66,114,197)
---------- ------------- ---------- ------------
CLASS C
Shares sold 156,804 $ 1,894,495 242,954 $ 2,552,134
Reinvestment of distributions - - 32,588 328,808
Less shares repurchased (202,476) (2,383,250) (686,593) (7,025,952)
---------- ------------- ---------- ------------
Net decrease (45,672) $ (488,755) (411,051) $ (4,145,010)
---------- ------------- ---------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 4/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
4/30/00(a) Year Ended
(unaudited) 10/31/99(a)
<S> <C> <C>
CLASS A
Net asset value, beginning of period $ 10.83 $ 10.68
-------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.02 $ (0.03)
Net realized and unrealized gain (loss) on investments and
futures contracts 2.53 0.59
-------- --------
Net increase (decrease) from investment operations $ 2.55 $ 0.56
Distributions to shareholders:
Net investment income - -
Net realized gain - (0.41)
-------- -------
Net increase (decrease) in net asset value $ 2.55 $ 0.15
-------- -------
Net asset value, end of period $ 13.38 $ 10.83
-------- -------
Total return* 23.55% 5.37%
Ratio of net expenses to average net assets+ 1.70%** 1.65%
Ratio of net investment income (loss) to average net assets+ 0.31%** (0.35)%
Portfolio turnover rate 48%** 60%
Net assets, end of period (in thousands) $113,913 $107,448
Ratios assuming no waiver of management fees and assumption of
expenses by PIM and no reduction for fees paid indirectly:
Net expenses 1.70%** 1.65%
Net investment income (loss) 0.31%** (0.35)%
Ratios assuming waiver of management fees and assumption of
expenses by PIM and reduction for fees paid indirectly:
Net expenses 1.67%** 1.62%
Net investment income (loss) 0.34%** (0.32)%
<CAPTION>
11/2/95
Year Ended Year Ended to
10/31/98 10/31/97 10/31/96
<S> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 15.31 $ 12.66 $ 10.00
-------- ------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.07) $ (0.11) $ 0.05
Net realized and unrealized gain (loss) on investments and
futures contracts (2.73) 3.67 2.63
-------- ------- --------
Net increase (decrease) from investment operations $ (2.80) $ 3.56 $ 2.68
Distributions to shareholders:
Net investment income - - (0.02)
Net realized gain (1.83) (0.91) -
-------- ------- --------
Net increase (decrease) in net asset value $ (4.63) $ 2.65 $ 2.66
-------- ------- --------
Net asset value, end of period $ 10.68 $ 15.31 $ 12.66
-------- ------- --------
Total return* (20.19)% 29.88% 26.87%
Ratio of net expenses to average net assets+ 1.45% 1.49% 1.54%**
Ratio of net investment income (loss) to average net assets+ (0.54)% (0.76)% 0.34%**
Portfolio turnover rate 45% 57% 43%**
Net assets, end of period (in thousands) $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 1.45% 1.49% 1.55%**
Net investment income (loss) (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 1.44% 1.48% 1.51%**
Net investment income (loss) (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 all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 4/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
4/30/00(a) Year Ended
(unaudited) 10/31/99(a)
<S> <C> <C>
CLASS B
Net asset value, beginning of period $ 10.50 $ 10.44
--------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.02) $ (0.11)
Net realized and unrealized gain (loss) on investments and
futures contracts 2.45 0.58
--------- --------
Net increase (decrease) from investment operations $ 2.43 $ 0.47
Distributions to shareholders:
In excess of net investment income - -
Net realized gain - (0.41)
--------- --------
Net increase (decrease) in net asset value $ 2.43 $0.06
--------- --------
Net asset value, end of period $ 12.93 $10.50
--------- --------
Total return* 23.14% 4.61%
Ratio of net expenses to average net assets+ 2.42%** 2.41%
Ratio of net investment loss to average net assets+ (0.41)%** (1.11)%
Portfolio turnover rate 48%** 60%
Net assets, end of period (in thousands) $ 112,794 $107,652
Ratios assuming no waiver of management fees and assumption of
expenses by PIM and no reduction for fees paid indirectly:
Net expenses 2.42%** 2.41%
Net investment loss (0.41)%** (1.11)%
Ratios assuming waiver of management fees and assumption of
expenses by PIM and reduction for fees paid indirectly:
Net expenses 2.40%** 2.34%
Net investment loss (0.39)%** (1.04)%
<CAPTION>
11/2/95
Year Ended Year Ended to
10/31/98 10/31/97 10/31/96
<S> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 15.10 $ 12.59 $ 10.00
-------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.18) $ ( 0.20) $ (0.01)
Net realized and unrealized gain (loss) on investments and
futures contracts (2.65) 3.62 2.62
-------- -------- ---------
Net increase (decrease) from investment operations $ (2.83) $ 3.42 $ 2.61
Distributions to shareholders:
In excess of net investment income - - (0.02)
Net realized gain (1.83) (0.91) -
-------- -------- ---------
Net increase (decrease) in net asset value $ (4.66) $ 2.51 $ 2.59
-------- -------- ---------
Net asset value, end of period $ 10.44 $ 15.10 $ 12.59
-------- ------- ---------
Total return* (20.73)% 28.88% 26.09%
Ratio of net expenses to average net assets+ 2.15% 2.19% 2.26%**
Ratio of net investment loss to average net assets+ (1.24)% (1.46)% (0.42)%**
Portfolio turnover rate 45% 57% 43%**
Net assets, end of period (in thousands) $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 2.15% 2.19% 2.27%**
Net investment loss (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 2.14% 2.18% 2.23%**
Net investment loss (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 all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 4/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
4/30/00 Year Ended
(unaudited) 10/31/99(a)
<S> <C> <C>
CLASS C
Net asset value, beginning of period $ 10.47 $ 10.44
------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.15) $ (0.12)
Net realized and unrealized gain (loss) on investments and
futures contracts 2.47 0.56
------- --------
Net increase (decrease) from investment operations $ 2.32 $ 0.44
Distributions to shareholders:
Net realized gain - (0.41)
------- --------
Net increase (decrease) in net asset value $ 2.32 $ 0.03
------- --------
Net asset value, end of period $ 12.79 $ 10.47
------- --------
Total return* 22.16% 4.31%
Ratio of net expenses to average net assets+ 4.13%** 2.51%
Ratio of net investment loss to average net assets+ (2.13)%** (1.21)%
Portfolio turnover rate 48%** 60%
Net assets, end of period (in thousands) $ 8,490 $ 7,431
Ratios assuming reduction for fees paid indirectly:
Net expenses 4.10%** 2.48%
Net investment loss (2.10)%** (1.18)%
<CAPTION>
1/31/96
Year Ended Year Ended to
10/31/98 10/31/97 10/31/96
<S> <C> <C> <C>
CLASS C
Net asset value, beginning of period $ 15.11 $ 12.59 $ 11.01
--------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.18) $ (0.21) $ (0.03)
Net realized and unrealized gain (loss) on investments and
futures contracts ( 2.66) 3.64 1.61
--------- ------- -------
Net increase (decrease) from investment operations $ (2.84) $ 3.43 $ 1.58
Distributions to shareholders:
Net realized gain (1.83) (0.91) -
--------- ------- -------
Net increase (decrease) in net asset value $ (4.67) $ 2.52 $ 1.58
--------- ------- -------
Net asset value, end of period $ 10.44 $ 15.11 $ 12.59
--------- ------- -------
Total return* (20.79)% 28.96% 14.35%
Ratio of net expenses to average net assets+ 2.16% 2.17% 2.25%**
Ratio of net investment loss to average net assets+ (1.24)% (1.44)% (0.45)%**
Portfolio turnover rate 45% 57% 43%**
Net assets, end of period (in thousands) $ 11,697 $17,927 $16,811
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.14% 2.16% 2.21%**
Net investment loss (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 all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
20 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/00 (unaudited)
--------------------------------------------------------------------------------
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 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 as of trade date. The net asset value is
computed once daily, on each day the New York Stock Exchange is open, as of
the close of regular trading on the Exchange. In computing the net asset
value, securities are valued at the last sale price on the principal exchange
where they are traded. Securities that have not traded on the date of
valuation, or securities for which sale prices are not generally reported,
are valued at the mean between the last bid and asked prices. Securities for
which market quotations are not readily available are valued at their fair
values as determined by, or under the direction of, the Board of Trustees.
Dividend income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis. Temporary cash investments are valued at
amortized cost.
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
21
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/00 (unaudited) (cont'd)
--------------------------------------------------------------------------------
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 values of the contract. The use of futures contracts
involves, to varying degrees, elements of market risk 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 April 30, 2000, the Fund had no open
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.
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc., the principal underwriter for the Fund and
an indirect subsidiary of The Pioneer Group, Inc. (PGI) earned $8,140 in
underwriting commissions on the sale of fund shares during the six months
ended April 30, 2000.
22
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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.
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 April 30, 2000, $172,552 was payable to PIM
related to management fees, administrative fees and certain other services.
23
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/00 (unaudited) (cont'd)
--------------------------------------------------------------------------------
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 $205,491 in transfer agent fees payable to PSC at April 30,
2000.
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 average daily net assets attributable to Class A
shares in reimbursement of its actual expenditures to finance activities
primarily intended to result in the sale of Class A shares. Pursuant to the
Class B Plan 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 $107,358
in distribution fees payable to PFD at April 30, 2000.
In addition, redemptions of each class of shares may be subject to a contingent
deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of
certain net asset value purchases of Class A shares within one year of
purchase. Class B shares that are redeemed within six years of purchase are
subject to a CDSC at declining rates beginning at 4.00%, based on the lower of
cost or market value of shares being redeemed. 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 six months ended April 30, 2000, CDSCs in the
amount of $383,116 were paid to PFD.
5. Expense Offsets
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the six
months ended April 30, 2000, the Fund's expenses were reduced by $31,418, under
such arrangements.
24
<PAGE>
Pioneer Small Company Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
6. Line of Credit Facility
The Fund, along with certain other Funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $50 million committed, unsecured
revolving line of credit facility. Borrowings are used solely for temporary or
emergency purposes. The Fund may borrow up to the lesser of $50 million or the
limits set by its prospectus for borrowings. Interest on collective borrowings
of up to $25 million is payable at the Federal Funds Rate plus 3/8% on an
annualized basis, or at the Federal Funds Rate plus 1/2% if the borrowing
exceeds $25 million at any one time. The Funds pay an annual commitment fee for
this facility. The commitment fee is allocated among such Funds based on their
respective borrowing limits. For the six months ended April 30, 2000, 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 April 30, 2000:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Dividend
Affiliates Purchases Sales Income Value
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Transmedia Network, Inc. $-- $-- $-- $4,212,625
--------------------------------------------------------------------------------
</TABLE>
25
<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
Margaret B.W. Graham President
Marguerite A. Piret Eric W. Reckard, Treasurer
David D. Tripple Joseph P. Barri, Secretary
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneering Services Corporation
26
<PAGE>
--------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
--------------------------------------------------------------------------------
For information about any Pioneer mutual fund, please contact your investment
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 Growth Shares Pioneer America Income Trust
Pioneer Micro-Cap Fund Pioneer Bond Fund
Pioneer Mid-Cap Fund Pioneer High Yield Fund
Pioneer Mid-Cap Value Fund Pioneer Limited Maturity Bond Fund
Pioneer Science & Technology Fund Pioneer Strategic Income Fund
Pioneer Small Company Fund
Pioneer Tax-Managed Fund Tax-Free
Pioneer Tax-Free Income Fund
International/Global
Pioneer Emerging Markets Fund Money Market Fund
Pioneer Europe Fund Pioneer Cash Reserves Fund*
Pioneer Indo-Asia Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
Growth and Income Funds
Pioneer Fund
Pioneer II
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Real Estate Shares
* An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks
to preserve the value of your investment at $1 per share, it is possible to
lose money by investing in the Fund.
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PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
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Your investment professional can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-800-225-6292.
FactFone[SM]
Our automated account information service, available to you 24 hours a day,
seven days a week. FactFone gives you a quick and easy way to check fund share
prices, yields, dividends and distributions, as well as information about your
own account. Simply call 1-800-225-4321. For specific account information, have
your 13-digit account number and four-digit personal identification number at
hand.
90-Day Reinstatement Privilege (for Class A Shares)
Enables you to reinvest all or a portion of the money you redeem from your
Pioneer account--without paying a sales charge--within 90 days of your
redemption. You have the choice of investing in any Pioneer fund, as long as you
meet its minimum investment requirement.
Investomatic Plan
An easy and convenient way for you to invest on a regular basis. All you need
to do is authorize a set amount of money to be moved out of your bank account
into the Pioneer fund of your choice. Investomatic also allows you to change
the dollar amount, frequency and investment date right over the phone. By
putting aside affordable amounts of money regularly, you can build a long-term
investment--without sacrificing your current standard of living.
Payroll Investment Program (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All that's
involved is for your employer to fill out an authorization form allowing
Pioneer to deduct from participating employees' paychecks. You specify the
dollar amount you want to invest into the Pioneer fund(s) of your choice.
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Automatic Exchange Program
A simple way to move money from one Pioneer fund to another over a period of
time. Just invest a lump sum in one fund, and select the other Pioneer funds
you wish to invest in. You choose the amounts and dates for Pioneer to sell
shares of your original fund and use the proceeds to buy shares of the other
funds you have chosen. Over time, your investment will be shifted out of the
original fund. (Automatic Exchange is available for originating accounts with a
balance of $5,000 or more.)
Directed Dividends
Lets you invest cash dividends from one Pioneer fund to an account in another
Pioneer fund with no sales charge or fee. Simply fill out the applicable
information on a Pioneer Account Options Form. (This program is available for
dividend payments only; capital gains distributions are not eligible at this
time.)
Direct Deposit
Lets you move money into your bank account using electronic funds transfer
(EFT). EFT moves your money faster than you would receive a check, eliminates
unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer
Direct Deposit Form, giving your instructions.
Systematic Withdrawal Plan (SWP)
Lets you establish automatic withdrawals from your account at set intervals.
You decide the frequency and the day of the month you want. Pioneer will send
the proceeds by check to the address you designate, or electronically to your
bank account. You also can authorize Pioneer to make the redemptions payable to
someone else. (SWPs are available for accounts with a value of $10,000 or
more.)
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HOW TO CONTACT PIONEER
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We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
<TABLE>
<S> <C>
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
</TABLE>
This report must be preceded or accompanied by a current
Fund prospectus.
[PIONEER LOGO]
Pioneer Investment Management, Inc. 8278-00-0600
60 State Street (c) Pioneer Funds Distributor, Inc.
Boston, Massachusetts 02109 [recycle logo] Printed on Recycled Paper
www.pioneerfunds.com
