<PAGE>
[LOGO]PIONEER
INVESTMENTS-Registered Trademark-
PIONEER
SMALL COMPANY
FUND
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ANNUAL REPORT 10/31/00
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<PAGE>
TABLE OF CONTENTS
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Letter from the President 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 6
Schedule of Investments 9
Financial Statements 14
Notes to Financial Statements 20
Report of Independent Public Accountants 25
Results of Shareowner Meeting 26
Trustees, Officers and Service Providers 27
The Pioneer Family of Mutual Funds 28
<PAGE>
PIONEER SMALL COMPANY FUND
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LETTER FROM THE PRESIDENT 10/31/00
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DEAR SHAREOWNER,
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The year 2000, the last year of the old millenium, is ending on an historically
unsettling note. The bewildering final days of the presidential election have
come on top of a period of increased market volatility, leaving us all feeling
unsettled. We at Pioneer are convinced that the market's volatility has its
roots not in politics but in the signs of a slowing economy and in the sudden
realization by investors that some market valuations, notably technology, had
become irrational. As the new millenium unfolds we expect investors to get back
to work assessing the policies of the new administration, evaluating the
prospects for a growing economy and identifying undervalued companies.
As seasoned investors we treat periods of turmoil as periods of opportunity,
looking for the few significant facts and trends that hide well behind the
clutter of daily events. I think that you should do the same thing. This is a
good year, and a good time of the year, to evaluate your retirement program
contributions, to compare a Roth IRA with a traditional IRA and to reassess your
investment allocations in light of current market conditions. A successful
investment program requires not only money, but time and planning. Your
investment professional is your best guide to making these important decisions.
AN IMPORTANT ANNOUNCEMENT FROM PIONEER
I'm very happy to report that, on October 24, 2000, Pioneer Investment
Management became a wholly owned subsidiary of UniCredito Italiano S.p.A., one
of Italy's largest and most successful banking groups. All of UniCredito's
investment operations will be combined to form Pioneer Global Asset Management
S.p.A., which will manage over $110 billion for global individual and
institutional clients. The new Pioneer Global will bring to Pioneer greater
analytical resources that complement our broad set of investment skills,
reinforcing Pioneer's tradition of fundamental investment analysis and sound
long-term portfolio management. We believe fund shareholders will benefit from
this merger.
All of us at Pioneer Investments appreciate your decision to invest with us and
look forward to helping you reach your financial goals.
Sincerely,
/s/ David Tripple
David Tripple
Pioneer Investment Management, Inc.
1
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PIONEER SMALL COMPANY FUND
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PORTFOLIO SUMMARY 10/31/00
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PORTFOLIO DIVERSIFICATION
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(As a percentage of total investment portfolio)
[PIE CHART]
[PLOT POINTS]
<TABLE>
<S> <C>
U.S. Common Stocks 95%
Short-Term Cash Equivalents 3%
International Common Stocks 2%
</TABLE>
SECTOR DISTRIBUTION
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(As a percentage of equity holdings)
[PIE CHART]
[PLOT POINTS]
<TABLE>
<S> <C>
Technology 26%
Financial 18%
Health Care 15%
Consumer Cyclicals 9%
Capital Goods 9%
Energy 9%
Consumer Staples 8%
Basic Materials 3%
Utilities 2%
Communication Services 1%
</TABLE>
10 LARGEST HOLDINGS
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(As a percentage of equity holdings)
<TABLE>
<S> <C>
1. Orthodontic Centers of
America, Inc. 3.75%
2. Veeco Instruments, Inc. 3.13
3. Trigon Healthcare, Inc. 2.70
4. Louis Dreyfus Natural Gas Corp. 2.63
5. DuPont Photomasks, Inc. 2.35
6. Washington Group
International, Inc. 2.24
7. Haemonetics Corp. 2.17
8. Hain Celestial Group, Inc. 2.16
9. Avocent Corp. 2.09
10. UTI Energy Corp. 2.05
</TABLE>
Fund holdings will vary for other periods.
2
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PIONEER SMALL COMPANY FUND
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PERFORMANCE UPDATE 10/31/00 CLASS A SHARES
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SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 10/31/00 10/31/99
<S> <C> <C>
$14.16 $10.83
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(10/31/99-10/31/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - -
</TABLE>
INVESTMENT RETURNS
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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.
AVERAGE ANNUAL TOTAL RETURNS
(As of October 31, 2000)
<TABLE>
<CAPTION>
NET ASSET PUBLIC OFFERING
PERIOD VALUE PRICE*
<S> <C> <C>
Life-of-Fund 12.62% 11.30%
(11/2/95)
1 Year 30.75 23.24
</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.
[LINE GRAPH]
[PLOT POINTS]
<TABLE>
<CAPTION>
GROWTH OF $10,000+
Pioneer Small
Company Fund* Russell 2000 Index
<S> <C> <C>
11/95 $9,425 $10,000
1/96 $9,860 $10,253
4/96 $11,383 $11,365
7/96 $10,908 $10,339
10/96 $11,338 $11,192
1/97 $12,600 $12,198
4/97 $11,638 $11,373
7/97 $13,966 $13,792
10/97 $14,726 $14,476
1/98 $13,921 $14,402
4/98 $15,868 $16,193
7/98 $14,020 $14,108
10/98 $11,753 $12,759
1/99 $12,395 $14,448
4/99 $12,087 $14,693
7/99 $12,864 $15,155
10/99 $12,384 $14,655
1/00 $13,688 $17,010
4/00 $15,300 $17,398
7/00 $15,906 $17,239
10/00 $16,192 $17,205
</TABLE>
+ 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 the 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
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PIONEER SMALL COMPANY FUND
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PERFORMANCE UPDATE 10/31/00 CLASS B SHARES
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SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 10/31/00 10/31/99
<S> <C> <C>
$13.63 $10.50
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(10/31/99-10/31/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - -
</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 October 31, 2000)
<TABLE>
<CAPTION>
IF IF
PERIOD HELD REDEEMED*
<S> <C> <C>
Life-of-Fund 11.83% 11.53%
(11/2/95)
1 Year 29.81 25.81
</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.
[LINE GRAPH]
[PLOT POINTS]
<TABLE>
<CAPTION>
GROWTH OF $10,000+
Pioneer Small
Company Fund* Russell 2000 Index
<S> <C> <C>
11/95 $10,000 $10,000
1/96 $10,442 $10,253
4/96 $12,036 $11,365
7/96 $11,504 $10,339
10/96 $11,941 $11,192
1/97 $13,238 $12,198
4/97 $12,199 $11,373
7/97 $14,624 $13,792
10/97 $15,389 $14,476
1/98 $14,524 $14,402
4/98 $16,522 $16,193
7/98 $14,570 $14,108
10/98 $12,198 $12,759
1/99 $12,833 $14,448
4/99 $12,505 $14,693
7/99 $13,283 $15,155
10/99 $12,760 $14,655
1/00 $14,085 $17,010
4/00 $15,714 $17,398
7/00 $16,297 $17,239
10/00 $16,364 $17,205
</TABLE>
+ 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 the 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
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PIONEER SMALL COMPANY FUND
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PERFORMANCE UPDATE 10/31/00 CLASS C SHARES
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SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 10/31/00 10/31/99
<S> <C> <C>
$13.55 $10.47
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(10/31/99-10/31/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - -
</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 October 31, 2000)
<TABLE>
<CAPTION>
IF IF
PERIOD HELD REDEEMED*
<S> <C> <C>
Life-of-Fund 10.06% 10.06%
(1/31/96)
1 Year 29.42 29.42
</TABLE>
* Assumes reinvestment of distributions. The 1% contingent deferred sales charge
(CDSC) applies to redemptions made within one year of purchase.
[LINE GRAPH]
[PLOT POINTS]
<TABLE>
<CAPTION>
GROWTH OF $10,000
Pioneer Small
Company Fund* Russell 2000 Index
<S> <C> <C>
1/96 $10,000 $10,000
4/96 $11,526 $11,085
7/96 $11,026 $10,084
10/96 $11,435 $10,916
1/97 $12,687 $11,897
4/97 $11,692 $11,092
7/97 $14,005 $13,452
10/97 $14,747 $14,119
1/98 $13,918 $14,047
4/98 $15,832 $15,793
7/98 $13,952 $13,761
10/98 $11,681 $12,444
1/99 $12,289 $14,092
4/99 $11,951 $14,331
7/99 $12,708 $14,781
10/99 $12,184 $14,294
1/00 $13,394 $16,591
4/00 $14,884 $16,969
7/00 $15,431 $16,814
10/00 $15,768 $16,781
</TABLE>
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 the 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
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PIONEER SMALL COMPANY FUND
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PORTFOLIO MANAGEMENT DISCUSSION 10/31/00
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Ken Fuller, the leader of Pioneer Small Company Fund's management team, has
devoted 15 of his 25 years of investment experience to small-company stocks. In
the following discussion he reviews some of the factors that drove the Fund's
strong performance during the fiscal year ended October 31, 2000.
Q: WE HAVE HAD 12 MONTHS OF VERY SOLID PERFORMANCE IN SMALL COMPANY STOCKS. HOW
WELL DID THE FUND MEASURE UP?
A: The Fund delivered superior results over the last 12 months, as measured by
key standards. Total returns for the period on all share classes outpaced the
Fund's benchmark index and were well ahead of the average return of similar
funds tracked by Lipper, an independent organization that ranks mutual fund
performance.
For the 12-month period ended October 31, 2000, Class A shares returned
30.75%, Class B shares 29.81%, and Class C shares 29.42%, all at net asset
value. These figures compare very favorably to the 17.41% return of the
Russell 2000 Index and the average return of 21.15% for the 303 Small-Cap
Value funds in our Lipper peer group. Keep in mind, these returns were
achieved during a period of generally favorable market conditions,
particularly for small cap stocks. Double digit Fund returns are unusual and
may not be repeated.
Q: WHAT'S BEHIND THESE IMPRESSIVE RESULTS?
A: It's really a story of successful stock selection. Our investment team spends
its time looking for attractive value in stocks that fall within our
capitalization limit of $1 billion or less at the time of purchase. This
year's results stem from our having found a number of stocks whose potential
was unrecognized in the marketplace when we committed to them.
Q: NEVERTHELESS, THE FUND HAD HEAVIER WEIGHTINGS IN CERTAIN SECTORS THAN
OTHERS -- TECHNOLOGY, FOR INSTANCE.
A: At the end of the period, technology stood at 25% of the portfolio, nearly
unchanged from a year ago. This weighting - the Fund's largest - came about
because we found a number of technology stocks available at reasonable
valuations, not from a decision to emphasize the sector.
Q: WHERE HAVE YOU BEEN MOST SUCCESSFUL WITHIN TECHNOLOGY?
A: Our most successful selection was POWER-ONE. This company has grown
dramatically with the expansion of telecommunications, and the burgeoning
need for reliable suppliers of power for computer networks.
6
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PIONEER SMALL COMPANY FUND
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We recently took advantage of sharply higher prices to reduce the Fund's
position in this stock.
Until this fall, our holdings in semiconductor-related stocks had also done very
well. Here, too, the growth of the Internet and cellular communications are keys
to the future, and, despite the rocky time this group has had of late, we think
long-term trends are solidly positive. Much of the recent weakness in
semiconductor stocks is tied to shrinking sales of personal computers, and our
selections are not involved in the PC business. Buildup of unsold inventory has
also troubled some semiconductor manufacturers. Largely, however, this has been
a matter of supply shortages for semiconductor components and not a reflection
of slackening demand.
Q: TECH STOCK PRICES HAVE COME DOWN QUITE A BIT. ARE YOU TAKING ADVANTAGE OF LOW
PRICES TO ADD TO HOLDINGS?
A: We took profits in technology over the past few months, and prices have now
retreated to a point where values are once again emerging. For instance, we
hold shares in VARIAN SEMICONDUCTOR, a cash-rich company with solid earnings
potential and a modest market valuation. Nevertheless, we don't intend to
increase the Fund's technology exposure until the stocks we are tracking
begin to perform better.
Q: THE FUND ALSO HAS A LARGE COMMITMENT TO ENERGY STOCKS. WHY?
A: We found good value in several companies with strong earnings outlooks in a
sector that was very inexpensive. Behind energy's appeal is a supply-demand
imbalance for natural gas that is likely to plague the United States for
several years -- demand for gas is growing faster than supply can be found to
meet it. The result has been dramatically rising prices -- the cost to
consumers of natural gas is up 80% compared to a year ago. Although gas
prices are very volatile over short periods, we believe the underlying trend
remains firmly upward. Exploration and production companies like LOUIS
DREYFUS, and drillers like UTI ENERGY are potential beneficiaries.
Q: WHAT OTHER AREAS CONTRIBUTED TO PERFORMANCE?
A: The market has been looking more favorably on health care stocks recently, in
part because health care is viewed as defensive and therefore attractive in a
slowing economy; health care companies provide services that people need
regardless of economic conditions. We began finding interesting ideas in this
sector 12-18 months ago. One success story has been ORTHODONTIC CENTERS OF
AMERICA, our largest holding, whose stock
7
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PIONEER SMALL COMPANY FUND
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PORTFOLIO MANAGEMENT DISCUSSION 10/31/00 (CONTINUED)
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tumbled in sympathy with a drop in the number of companies that own medical
practices. Orthodontics is a different and more attractive business, however,
one in which demand is growing. The number of practitioners is not keeping up
with consumer demand and risks of huge lawsuits are not factors.
Two hospital companies, UNIVERSAL HEALTH SERVICES and TRIGON HEALTHCARE also
performed well. In both cases, positive results can be traced to good
information systems and to managements that have been flexible in the face of
changing regulations and a turbulent health care world.
Q: WHERE HAVE PROBLEMS CROPPED UP?
A: Some of our selections among financial stocks and cyclical companies have
been disappointing. We are holding on to shares of ADVANTA B, a diversified
financial services company, in the hope that its possible breakup value will
exceed its currently depressed price. SCHNITZER STEEL, a recycler of steel
scrap, suffered when unexpectedly large supplies of scrap kept prices low.
Q: HOW DOES YOUR OUTLOOK FOR THE YEAR AHEAD AFFECT THE WAY YOU HAVE POSITIONED
THE FUND?
A: Although we are strictly stock pickers and avoid predictions of the market or
of the economy, we can't ignore the economic background. Right now, we
anticipate a soft, non-recessionary landing for the U.S. economy, and are
positioning the portfolio accordingly. If we are right, interest rates are
more likely to go down next year than to rise further, a prospect that the
markets will probably welcome. Even if we are wrong, however, companies in
the areas we discussed earlier - technology, energy and health care - carry
relatively little debt, which reduces their sensitivity to changes in
interest rates. We have also emphasized strong balance sheets and financial
resilience in selecting investments for the Fund.
Smaller companies did well over the past 12 months because they were
generally inexpensive compared to larger companies. That is still the case.
We will continue to spend our time researching companies and interviewing
managements as we probe our 6,000-company universe in search of undiscovered
value and potential for appreciation. Investors should keep in mind that
small-capitalization stocks may be subject to greater short-term price
fluctuations than securities of larger companies.
8
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PIONEER SMALL COMPANY FUND
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SCHEDULE OF INVESTMENTS 10/31/00
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<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK - 97.1%
BASIC MATERIALS - 2.6%
CHEMICALS (SPECIALTY) - 1.5%
201,000 Uniroyal Technology Corp.* $ 2,047,688
116,000 Wellman, Inc. 1,740,000
-------------
$ 3,787,688
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IRON & STEEL - 1.1%
184,500 Schnitzer Steel Industries, Inc. $ 2,721,375
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TOTAL BASIC MATERIALS $ 6,509,063
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CAPITAL GOODS - 8.6%
ELECTRICAL EQUIPMENT - 2.5%
140,000 Kemper Corp.* $ 3,902,500
31,000 Power-One, Inc.* 2,199,063
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$ 6,101,563
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ENGINEERING & CONSTRUCTION - 2.2%
508,600 Washington Group International, Inc.* $ 5,340,300
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MACHINERY (DIVERSIFIED) - 1.3%
69,300 Applied Power, Inc.* $ 3,200,794
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MANUFACTURING (DIVERSIFIED) - 0.8%
228,000 U.S. Industries, Inc. $ 2,023,500
-------------
MANUFACTURING (SPECIALIZED) - 0.3%
175,000 The York Group, Inc. $ 842,188
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WASTE MANAGEMENT - 1.5%
401,900 Newpark Resources, Inc.* $ 3,617,100
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TOTAL CAPITAL GOODS $ 21,125,445
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COMMUNICATION SERVICES - 0.8%
TELEPHONE - 0.8%
102,000 CT Communications, Inc. $ 2,046,375
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TOTAL COMMUNICATION SERVICES $ 2,046,375
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CONSUMER CYCLICALS - 9.3%
HARDWARE & TOOLS - 1.2%
132,500 WD-40 Co. $ 2,898,438
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RETAIL (COMPUTERS & ELECTRONICS) - 1.3%
291,700 Inter-TAN, Inc.* $ 3,226,931
-------------
</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 10/31/00 (CONTINUED)
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<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
RETAIL (HOME SHOPPING) - 0.3%
250,000 Network Commerce Inc.* $ 742,188
-------------
RETAIL (SPECIALTY) - 2.1%
267,600 Pier 1 Imports, Inc. $ 3,545,700
187,000 Sonic Automotive, Inc.* 1,671,313
-------------
$ 5,217,013
-------------
RETAIL (SPECIALTY - APPAREL) - 1.2%
98,000 AnnTaylor Stores Corp.* $ 2,940,000
-------------
SERVICES (COMMERCIAL & CONSUMER) - 1.9%
190,000 Ogden Corp $ 2,612,500
133,320 Pittston Brink's Group 2,116,455
-------------
$ 4,728,955
-------------
TEXTILES (APPAREL) - 0.8%
150,000 Nautica Enterprises, Inc.* $ 1,893,750
-------------
TEXTILES (SPECIALTY) - 0.5%
135,000 Unifi, Inc.* $ 1,172,813
-------------
TOTAL CONSUMER CYCLICALS $ 22,820,088
-------------
CONSUMER STAPLES - 7.6%
DISTRIBUTORS (FOOD & HEALTH) - 1.3%
225,000 Fleming Companies, Inc. $ 3,192,188
-------------
FOODS - 2.1%
130,200 Hain Celestial Group, Inc.* $ 5,167,313
-------------
RESTAURANTS - 2.8%
121,400 Applebee's International Inc. $ 3,666,659
104,000 CEC Entertainment Inc.* 3,315,000
-------------
$ 6,981,659
-------------
SPECIALTY PRINTING - 1.4%
249,300 John H. Harland Co. $ 3,459,038
-------------
TOTAL CONSUMER STAPLES $ 18,800,198
-------------
ENERGY - 9.1%
OIL & GAS (DRILLING & EQUIPMENT) - 2.0%
244,400 UTI Energy Corp.* $ 4,903,275
-------------
</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>
OIL & GAS (EXPLORATION/PRODUCTION) - 7.1%
287,300 Forest Oil Corp.* $ 3,968,331
195,500 Louis Dreyfus Natural Gas Corp.* 6,268,219
232,500 Plains Resources Inc.* 4,446,563
90,000 Spinnaker Exploration Co.* 2,722,500
-------------
$ 17,405,613
-------------
TOTAL ENERGY $ 22,308,888
-------------
FINANCIALS - 17.4%
BANKS (REGIONAL) - 0.8%
110,000 Commercial Federal Bank Corp. $ 1,925,000
-------------
FINANCIAL (DIVERSIFIED) - 6.5%
213,400 Advanta Corp. (Class B) $ 1,547,150
59,700 Dollar Thrifty Automotive Group, Inc.* 917,888
228,000 IndyMac Bancorp, Inc. 4,759,500
105,000 Leucadia National Corp. 2,611,875
219,000 Mutual Risk Management Ltd. 3,969,375
880,000 Transmedia Network, Inc.*+ 2,090,000
-------------
$ 15,895,788
-------------
INSURANCE (LIFE/HEALTH) - 1.3%
180,700 Great American Financial Resources, Inc. $ 3,207,425
-------------
INSURANCE (PROPERTY/CASUALTY) - 0.9%
103,500 First American Financial Corp. $ 2,167,031
-------------
INVESTMENT MANAGEMENT - 0.7%
19,600 Gabelli Asset Management Inc.* $ 705,600
24,700 LaBranche & Co., Inc.* 978,738
-------------
$ 1,684,338
-------------
REAL ESTATE - 4.3%
60,000 Camden Property Trust $ 1,717,500
50,000 FelCor Suite Hotels, Inc. 1,096,875
200,000 Healthcare Realty Trust, Inc. 3,987,500
154,000 Prentiss Properties Trust 3,907,750
-------------
$ 10,709,625
-------------
SAVINGS & LOAN COMPANIES - 2.9%
215,000 Staten Island Bancorp, Inc. $ 4,152,188
120,000 Webster Financial Corp. 2,925,000
-------------
$ 7,077,188
-------------
TOTAL FINANCIAL $ 42,666,395
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
PIONEER SMALL COMPANY FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/00 (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
HEALTHCARE - 14.7%
HEALTHCARE (DIVERSIFIED) - 12.6%
33,000 Aviron Corp.* $ 2,157,375
125,000 First Health Group Corp.* 4,875,000
268,100 Orthodontic Centers of America Inc.* 8,947,838
175,000 Sunrise Assisted Living Inc.* 4,090,625
90,000 Trigon Healthcare, Inc.* 6,451,875
53,000 Universal Health Services Inc. (Class B)* 4,445,375
-------------
$ 30,968,088
-------------
HEALTHCARE (MEDICAL PRODUCTS/SUPPLIES) - 2.1%
220,000 Haemonetics Corp.* $ 5,170,000
-------------
TOTAL HEALTHCARE $ 36,138,088
-------------
TECHNOLOGY - 25.4%
COMPUTERS (NETWORKING) - 2.0%
70,407 Avocent Corp.* $ 4,994,497
-------------
COMPUTERS (PERIPHERALS) - 1.1%
185,000 Xircom Inc.* $ 2,613,125
-------------
COMPUTERS (SOFTWARE & SERVICES) - 4.2%
75,000 Legato Systems, Inc.* $ 667,969
95,000 RadiSys Corp.* 2,517,500
170,000 Remedy Corp.* 2,911,250
100,000 Wind River Systems* 4,106,250
-------------
$ 10,202,969
-------------
ELECTRONICS (COMPONENTS DISTRIBUTORS) - 5.0%
145,000 ACT Manufacturing, Inc.* $ 4,766,875
120,000 Dallas Semiconductor Corp. 4,755,000
200,000 Power Integrations, Inc.* 2,687,500
-------------
$ 12,209,375
-------------
ELECTRONICS (SEMICONDUCTORS) - 1.3%
120,000 Galileo Technology Ltd.* $ 3,255,000
-------------
EQUIPMENT (SEMICONDUCTOR) - 10.8%
155,000 ATMI, Inc.* $ 2,925,625
90,000 Cymer, Inc.* 2,250,000
100,000 DuPont Photomasks, Inc.* 5,612,500
210,000 Photronics, Inc.* 4,738,125
</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>
80,000 PRI Automation, Inc.* $ 1,810,000
75,000 Varian Semiconductor Equipment Associates, Inc.* 1,725,000
113,000 Veeco Instruments, Inc.* 7,480,953
-------------
$ 26,542,203
-------------
SERVICES (DATA PROCESSING) - 1.0%
67,500 National Computer Systems, Inc. $ 2,573,438
-------------
TOTAL TECHNOLOGY $ 62,390,607
-------------
UTILITIES - 1.6%
ELECTRIC COMPANIES - 1.6%
265,000 Unisource Energy Corp. $ 3,958,430
-------------
TOTAL UTILITIES $ 3,958,430
-------------
TOTAL COMMON STOCK
(Cost $206,506,894) $ 238,763,577
-------------
PRINCIPAL
AMOUNT
TEMPORARY CASH INVESTMENT - 2.9%
COMMERCIAL PAPER - 2.9%
$7,032,000 American Express Corp., 6.63%, 11/01/00 $ 7,032,000
-------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $7,032,000) $ 7,032,000
-------------
TOTAL INVESTMENTS IN SECURITIES AND
TEMPORARY CASH INVESTMENT - 100%
(Cost $213,538,894)(a) $ 245,795,577
=============
</TABLE>
* Non-income producing security.
+ Investment held by the fund representing 5% or more of the outstanding voting
stock of such company.
(a) At October 31, 2000, the net unrealized gain on investments based on cost
for federal income tax purposes of $213,572,641 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments
in which there is an excess of value over cost $ 58,921,368
-------------
Aggregate gross unrealized loss for all investments
in which there is an excess of cost over value (26,698,432)
-------------
Net unrealized gain $ 32,222,936
=============
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for the
year ended October 31, 2000, aggregated $127,329,063 and $164,963,759,
respectively.
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
PIONEER SMALL COMPANY FUND
--------------------------------------------------------------------------------
BALANCE SHEET 10/31/00
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investment in securities (including temporary cash
investment of $7,032,000) (cost $213,538,894) $245,795,577
Cash 310
Receivables -
Investment securities sold 1,327,998
Fund shares sold 166,165
Dividends and interest 42,099
Other 5,697
------------
Total assets $247,337,846
------------
LIABILITIES:
Payables -
Fund shares repurchased $ 404,940
Due to affiliates 417,327
Accrued expenses 71,744
------------
Total liabilities $ 894,011
------------
NET ASSETS:
Paid-in capital $209,995,195
Accumulated undistributed net investment income 33,747
Accumulated undistributed net realized gain on investments
and futures contracts 4,158,210
Net unrealized gain on investments 32,256,683
------------
Total net assets $246,443,835
------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $119,374,968/8,432,707 shares) $ 14.16
------------
Class B (based on $117,667,444/8,634,879 shares) $ 13.63
------------
Class C (based on $9,401,423/693,662 shares) $ 13.55
------------
MAXIMUM OFFERING PRICE:
Class A $ 15.02
------------
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER SMALL COMPANY FUND
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
FOR THE YEAR ENDED 10/31/00
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $6,184) $ 3,345,294
Interest 514,261
-----------
Total investment income $ 3,859,555
-----------
EXPENSES:
Management fees $ 2,049,629
Transfer agent fees
Class A 449,479
Class B 386,748
Class C 42,419
Distribution fees
Class A 293,670
Class B 1,149,956
Class C 86,695
Administrative fees 43,286
Custodian fees 48,021
Registration fees 12,578
Professional fees 37,936
Printing 39,893
Organizational costs 9,498
Fees and expenses of nonaffiliated trustees 27,474
Miscellaneous 12,291
-----------
Total expenses $ 4,689,573
Less fees paid indirectly (63,352)
-----------
Net expenses $ 4,626,221
-----------
Net investment loss $ (766,666)
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FUTURES CONTRACTS:
Net realized gain (loss) on:
Investments $23,989,010
Futures contracts (469,261) $23,519,749
----------- -----------
Change in net unrealized loss on investments $37,891,656
-----------
Net gain on investments and futures contracts $61,411,405
-----------
Net increase in net assets resulting from operations $60,644,739
===========
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
PIONEER SMALL COMPANY FUND
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
FOR THE YEARS ENDED 10/31/00 AND 10/31/99
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FROM OPERATIONS: 10/31/00 10/31/99
<S> <C> <C>
Net investment loss $ (766,666) $ (1,973,336)
Net realized gain (loss) on investments and futures contracts 23,519,749 (18,593,260)
Change in net unrealized gain on investments 37,891,656 34,068,801
------------- -------------
Net increase in net assets resulting from operations $ 60,644,739 $ 13,502,205
------------- -------------
DISTRIBUTIONS TO SHAREOWNERS:
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 shareowners $ - $ (12,644,304)
------------- -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 78,919,803 $ 61,105,611
Reinvestment of distributions - 10,988,399
Cost of shares repurchased (115,652,079) (198,751,072)
------------- -------------
Net decrease in net assets resulting from
Fund share transactions $ (36,732,276) $(126,657,062)
------------- -------------
Net increase (decrease) in net assets $ 23,912,463 $(125,799,161)
NET ASSETS:
Beginning of year 222,531,372 348,330,533
------------- -------------
End of year (including accumulated net investment
income of $33,747 and $22,815, respectively) $ 246,443,835 $ 222,531,372
============= =============
</TABLE>
<TABLE>
<CAPTION>
CLASS A '00 SHARES '00 AMOUNT '99 SHARES '99 AMOUNT
<S> <C> <C> <C> <C>
Shares sold 3,005,419 $ 41,052,512 3,970,586 $ 43,183,898
Reinvestment of distributions - - 524,461 5,422,932
Less shares repurchased (4,496,580) (59,069,225) (9,790,941) (105,004,685)
------------ ------------ ------------- ------------
Net decrease (1,491,161) $(18,016,713) (5,295,894) $(56,397,855)
============ ============ ============= ============
CLASS B
Shares sold 2,433,563 $ 32,530,170 1,467,304 $ 15,369,579
Reinvestment of distributions - - 518,995 5,236,659
Less shares repurchased (4,052,198) (51,306,660) (8,409,792) (86,720,435)
------------ ------------ ------------- ------------
Net decrease (1,618,635) $(18,776,490) (6,423,493) $(66,114,197)
============ ============ ============= ============
CLASS C
Shares sold 402,253 $ 5,337,121 242,954 $ 2,552,134
Reinvestment of distributions - - 32,588 328,808
Less shares repurchased (418,273) (5,276,194) (686,593) (7,025,952)
------------ ------------ ------------- ------------
Net increase (decrease) (16,020) $ 60,927 (411,051) $ (4,145,010)
============ ============ ============= ============
</TABLE>
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER SMALL COMPANY FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
11/2/95
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED TO
10/31/00 10/31/99(a) 10/31/98 10/31/97 10/31/96
<S> <C> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 10.83 $ 10.68 $ 15.31 $ 12.66 $ 10.00
-------- -------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.06 $ (0.03) $ (0.07) $ (0.11) $ 0.05
Net realized and unrealized gain (loss) on investments and
futures contracts 3.27 0.59 (2.73) 3.67 2.63
-------- -------- -------- -------- --------
Net increase (decrease) from investment operations $ 3.33 $ 0.56 $ (2.80) $ 3.56 $ 2.68
Distributions to shareowners:
Net investment income - - - - (0.02)
Net realized gain - (0.41) (1.83) (0.91) -
-------- -------- -------- -------- --------
Net increase (decrease) in net asset value $ 3.33 $ 0.15 $ (4.63) $ 2.65 $ 2.66
-------- -------- -------- -------- --------
Net asset value, end of period $ 14.16 $ 10.83 $ 10.68 $ 15.31 $ 12.66
-------- -------- -------- -------- --------
Total return* 30.75% 5.37% (20.19)% 29.88% 26.87%
Ratio of net expenses to average net assets+ 1.58% 1.65% 1.45% 1.49% 1.54%**
Ratio of net investment income (loss) to average net assets+ 0.02% (0.35)% (0.54)% (0.76)% 0.34%**
Portfolio turnover rate 55% 60% 45% 57% 43%**
Net assets, end of period (in thousands) $119,375 $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 1.58% 1.65% 1.45% 1.49% 1.55%**
Net investment income (loss) 0.02% (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 1.55% 1.62% 1.44% 1.48% 1.51%**
Net investment income (loss) 0.05% (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 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.
17 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER SMALL COMPANY FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
11/2/95
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED TO
10/31/00 10/31/99(a) 10/31/98 10/31/97 10/31/96
<S> <C> <C> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 10.50 $ 10.44 $ 15.10 $ 12.59 $ 10.00
-------- -------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.13) $ (0.11) $ (0.18) $ (0.20) $ (0.01)
Net realized and unrealized gain (loss) on investments and
futures contracts 3.26 0.58 (2.65) 3.62 2.62
-------- -------- -------- -------- --------
Net increase (decrease) from investment operations $ 3.13 $ 0.47 $ (2.83) $ 3.42 $ 2.61
Distributions to shareowners:
In excess of net investment income - - - - (0.02)
Net realized gain - (0.41) (1.83) (0.91) -
-------- -------- -------- -------- --------
Net increase (decrease) in net asset value $ 3.13 $ 0.06 $ (4.66) $ 2.51 $ 2.59
-------- -------- -------- -------- --------
Net asset value, end of period $ 13.63 $ 10.50 $ 10.44 $ 15.10 $ 12.59
-------- -------- -------- -------- --------
Total return* 29.81% 4.61% (20.73)% 28.88% 26.09%
Ratio of net expenses to average net assets+ 2.28% 2.41% 2.15% 2.19% 2.26%**
Ratio of net investment loss to average net assets+ (0.68)% (1.11)% (1.24)% (1.46)% (0.42)%**
Portfolio turnover rate 55% 60% 45% 57% 43%**
Net assets, end of period (in thousands) $117,667 $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 2.28% 2.41% 2.15% 2.19% 2.27%**
Net investment loss (0.68)% (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 2.26% 2.34% 2.14% 2.18% 2.23%**
Net investment loss (0.66)% (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 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 10/31/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1/31/95
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED TO
10/31/00 10/31/99(a) 10/31/98 10/31/97 10/31/96
<S> <C> <C> <C> <C> <C>
CLASS C
Net asset value, beginning of period $ 10.47 $ 10.44 $ 15.11 $ 12.59 $ 11.01
-------- -------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.11) $ (0.12) $ (0.18) $ (0.21) $ (0.03)
Net realized and unrealized gain (loss) on investments and
futures contracts 3.19 0.56 (2.66) 3.64 1.61
-------- -------- -------- -------- --------
Net increase (decrease) from investment operations $ 3.08 $ 0.44 $ (2.84) $ 3.43 $ 1.58
Distributions to shareowners:
Net realized gain - (0.41) (1.83) (0.91) -
-------- -------- -------- -------- --------
Net increase (decrease) in net asset value $ 3.08 $ 0.03 $ (4.67) $ 2.52 $ 1.58
-------- -------- -------- -------- --------
Net asset value, end of period $ 13.55 $ 10.47 $ 10.44 $ 15.11 $ 12.59
-------- -------- -------- -------- --------
Total return* 29.42% 4.31% (20.79)% 28.96% 14.35%
Ratio of net expenses to average net assets+ 2.43% 2.51% 2.16% 2.17% 2.25%**
Ratio of net investment loss to average net assets+ (0.86)% (1.21)% (1.24)% (1.44)% (0.45)%**
Portfolio turnover rate 55% 60% 45% 57% 43%**
Net assets, end of period (in thousands) $ 9,401 $ 7,431 $ 11,697 $ 17,927 $ 16,811
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.39% 2.48% 2.14% 2.16% 2.21%**
Net investment loss (0.82)% (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 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.
19 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER SMALL COMPANY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/00
--------------------------------------------------------------------------------
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 shareowners, respectively.
The Fund's financial statements have been prepared in conformity with accounting
principles generally accepted in the United States 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,
including interest on income bearing cash accounts, 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.
20
<PAGE>
PIONEER SMALL COMPANY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/00 (CONTINUED)
--------------------------------------------------------------------------------
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 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,
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 shareowners 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, 2000, the Fund reclassified $9,498 from paid-in capital and
$768,100 from accumulated undistributed net realized gain on investments to
accumulated net investment loss. 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 as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
21
<PAGE>
Fund and a wholly owned subsidiary of UniCredito Italiano S.p.A. (UniCredito
Italiano), earned $10,197 in underwriting commissions on the sale of fund
shares during the year ended October 31, 2000.
E. CLASS ALLOCATIONS
Distribution fees are calculated based on the average daily net asset values
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 its respective percentage of adjusted net assets at the beginning of
the day.
Distributions to shareowners 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 UniCredito Italiano. 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, 2000, $187,003 was payable to PIM
related to management fees, administrative fees and certain other services.
22
<PAGE>
PIONEER SMALL COMPANY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/00 (CONTINUED)
--------------------------------------------------------------------------------
3. TRANSFER AGENT
PSC, a wholly owned subsidiary of UniCredito Italiano, provides substantially
all transfer agent and shareowners services to the Fund at negotiated rates.
Included in due to affiliates is $110,103 in transfer agent fees payable to PSC
at October 31, 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 $120,221
in distribution fees payable to PFD at October 31, 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 year ended October 31, 2000, CDSCs in the amount of $589,958 were
paid to PFD.
5. EXPENSE OFFSETS
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the year
ended October 31, 2000, the Fund's expenses were reduced by $63,352 under such
arrangements.
23
<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 year ended October 31, 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 October 31, 2000:
<TABLE>
<CAPTION>
DIVIDEND
AFFILIATES PURCHASES SALES INCOME VALUE
<S> <C> <C> <C> <C>
Transmedia Network, Inc. $- $410,861 $- $2,090,000
</TABLE>
24
<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, 2000, 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 auditing standards generally accepted
in the United States. 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, 2000 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, 2000, the results of its
operations, the changes in its net assets, and the financial highlights for the
periods presented, in conformity with accounting principles generally accepted
in the United States.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 5, 2000
25
<PAGE>
PIONEER SMALL COMPANY FUND
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RESULTS OF SHAREOWNER MEETING
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On September 11, 2000, Pioneer Small Company Fund held a special meeting of
shareowners to approve a new management contract between the Fund and Pioneer
Investment Management, Inc., the Fund's investment adviser. Shareowners also
voted to elect trustees. Both proposals passed by shareowner vote. The new
management contract took effect when UniCredito Italiano S.p.A. completed its
acquisition of The Pioneer Group, Inc. on October 24, 2000. Here are the
detailed results of the votes.
PROPOSAL 1 -- TO APPROVE A NEW MANAGEMENT CONTRACT.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
11,813,440.857 294,936.355 284,451.810
</TABLE>
PROPOSAL 2-- TO ELECT TRUSTEES.
<TABLE>
<CAPTION>
NOMINEE AFFIRMATIVE WITHHELD
<S> <C> <C>
M.K. Bush 12,107,908.741 284,920.281
J.F. Cogan, Jr. 12,088,183.873 304,645.149
Dr. R. H. Egdahl 12,105,666.163 287,162.859
M.B.W. Graham 12,122,497.067 270,331.955
M.A. Piret 12,124,715.139 268,113.883
D.D. Tripple 12,101,707.264 291,121.758
S.K. West 12,116,521.455 276,307.567
J. Winthrop 12,118,235.650 274,593.372
</TABLE>
26
<PAGE>
PIONEER SMALL COMPANY FUND
--------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
--------------------------------------------------------------------------------
TRUSTEES
John F. Cogan, Jr.,
Chairman
Mary K. Bush
Richard H. Egdahl, M.D.
Margaret B.W. Graham
Marguerite A. Piret
David D. Tripple
Stephen K. West
John Winthrop
OFFICERS
John F. Cogan, Jr.,
President
David D. Tripple, Executive Vice President
Vincent Nave, Treasurer
Joseph P. Barri, Secretary
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>
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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
UNITED STATES
Pioneer Growth Shares
Pioneer Micro-Cap Fund
Pioneer Mid-Cap Fund
Pioneer Mid-Cap Value Fund
Pioneer Science & Technology Fund
Pioneer Small Company Fund
Pioneer Tax-Managed Fund
INTERNATIONAL/GLOBAL
Pioneer Emerging Markets Fund
Pioneer Europe 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
INCOME FUNDS
TAXABLE
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer High Yield Fund
Pioneer Limited Maturity Bond Fund
Pioneer Strategic Income Fund
TAX-FREE
Pioneer Tax-Free Income Fund
MONEY MARKET FUND
Pioneer Cash Reserves Fund*
* 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>
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THIS PAGE FOR YOUR NOTES.
29
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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:
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.
[LOGO]PIONEER
INVESTMENTS-Registered Trademark-
Pioneer Investment Management, Inc.
60 State Street 9446-00-1200
Boston, Massachusetts 02109 -C- PIONEER FUNDS DISTRIBUTOR, INC.
www.pioneerfunds.com [LOGO] PRINTED ON RECYCLED PAPER
