OMB APPROVAL OMB Number: 3235-0570 Expires: November 30, 2005 Estimated average burden hours per response..... 5.0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES 		Investment Company Act file number 811-08448 Pioneer Emerging Markets Fund (Exact name of registrant as specified in charter) 60 State Street, Boston, MA 02109 (Address of principal executive offices) (ZIP code) Dorothy E. Bourassa, Pioneer Investment Management, Inc., 60 State Street, Boston, MA 02109 (Name and address of agent for service) Registrant's telephone number, including area code: (617) 742-7825 Date of fiscal year end: November 30 Date of reporting period: December 1, 2002 through November 30, 2003 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO SHAREOWNERS. PIONEER ------------------------ EMERGING MARKETS FUND Annual Report 11/30/03 [LOGO] Pioneer Investments Table of Contents - -------------------------------------------------------------------------------- Letter to Shareowners 1 Portfolio Summary 2 Performance Update 3 Portfolio Management Discussion 8 Schedule of Investments 11 Financial Statements 25 Notes to Financial Statements 34 Report of Independent Auditors 43 Trustees, Officers and Service Providers 45 Programs and Services for Pioneer Shareowners 52 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- LETTER TO SHAREOWNERS 11/30/03 - -------------------------------------------------------------------------------- Dear Shareowner, - -------------------------------------------------------------------------------- The stock market rally that began last spring was still intact near year-end, as signs of an economic recovery accumulated. Gross domestic product, a tally of all goods and services produced in the United States, expanded sharply in the third quarter, thanks to increased personal consumption, housing and business spending, low short-term interest rates and lower taxes on individuals. Most major market indicators showed solid year-to-date gains in mid-December, with the NASDAQ Composite recording the sharpest rise, as investors sensed a renewal of corporate technology spending after a long drought. Favorable economic news included a burst of new manufacturing activity and welcome, if sluggish, job creation. Meanwhile investors kept a wary eye on the news, as U.S. troops came under daily fire in Iraq and tensions remained high elsewhere. As the economic recovery gathered momentum, fixed-income investors who had sought safety in U.S. Treasury issues grew less risk-averse. As a result, corporate bonds moved broadly higher while the Treasury bond rally stalled. Some of the biggest gains were recorded among lower-rated, high-yield bonds whose issuers often depend on a strong economy to boost earnings. Bonds in emerging and developed markets also did well, as economies stabilized and currencies, notably the euro, rose against the slumping U.S. dollar. Stocks and bonds, bonds and stocks Over the past few years, investor sentiment has swung from stocks to bonds and back again, from U.S. government-backed issues to corporate and international bonds. Each sector has spent time in the spotlight and time backstage, delivering periods of stronger or weaker performance relative to one another. With sectors frequently moving in and out of favor, you can increase your chances of holding investments that are performing well by owning several kinds of securities, not just one or two. Through a process called asset allocation, you can create an investment mix that reflects your needs, taking into account such factors as your age, your financial goals and their timing and, of course, your comfort level where risk is concerned. Asset allocation is only one area in which a qualified investment professional can serve you well. Ask your advisor to review how shifting markets may have affected your asset allocation recently. And if you've never thought about asset allocation before, now is the best time to start. Like everyone at Pioneer, I appreciate your continued confidence in our products and services. Respectfully, /s/ Osbert M. Hood - ------------------ Osbert M. Hood Pioneer Investment Management, Inc. Any information in this shareholder report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of Fund management as of the date of this report. These statements should not be relied upon for any other purposes. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. 1 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PORTFOLIO SUMMARY 11/30/03 - -------------------------------------------------------------------------------- Portfolio Diversification - -------------------------------------------------------------------------------- (As a percentage of equity holdings) [THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL] Financials 21.6% Materials 18.1% Information Technology 12.0% Energy 11.7% Telecommunication Services 9.2% Consumer Staples 8.5% Consumer Discretionary 6.9% Industrials 5.5% Utilities 3.6% Health Care 2.9% Geographical Distribution - -------------------------------------------------------------------------------- (As a percentage of equity holdings) [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL] South Korea 17.5% Brazil 12.2% India 11.7% Taiwan 10.3% South Africa 8.6% Thailand 5.7% Russia 5.0% Turkey 3.8% Chile 3.4% Malaysia 3.0% Mexico 2.2% Indonesia 2.2% Peru 1.9% Hong Kong 1.9% Hungary 1.8% Singapore 1.8% Israel 1.5% People's Republic of China 1.5% Poland 1.3% Other (individually less than 1%) 2.7% 10 Largest Holdings - -------------------------------------------------------------------------------- (As a percentage of equity holdings)* - --------------------------------------------------------- 1. Samsung Electronics Co. 4.05% - --------------------------------------------------------- 2. Petroleo Brasilerio SA Petrobras (A.D.R.) 2.24% - --------------------------------------------------------- 3. Compania de Minas Buenaventura SA 1.95% - --------------------------------------------------------- 4. Anglo American Plc 1.89% - --------------------------------------------------------- 5. AngloGold Ltd. (A.D.R.) 1.70% - --------------------------------------------------------- 6. Lukoil Holding (A.D.R.) 1.57% - --------------------------------------------------------- 7. Taiwan Semiconductor Manufacturing Co. 1.56% - --------------------------------------------------------- 8. Pohang Iron & Steel Co., Ltd. (A.D.R.) 1.39% - --------------------------------------------------------- 9. SK Telecom Co., Ltd. 1.36% - --------------------------------------------------------- 10. Canara Bank Ltd. 1.21% * This list excludes temporary cash and derivative investments. Fund holdings will vary for other periods. 2 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 11/30/03 CLASS A SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 11/30/03 11/30/02 $14.47 $10.11 Net Distributions per Share Investment Short-Term Long-Term (12/1/02 - 11/30/03) Income Capital Gains Capital Gains $ - $ - $ - Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Emerging Markets Fund at public offering price, compared to that of the Morgan Stanley Capital International (MSCI) Emerging Markets Free Index. Average Annual Total Returns (As of November 30, 2003) Net Asset Public Offering Period Value Price* Life-of-Class (6/23/94) 3.60% 2.95% 5 Years 10.48 9.17 1 Year 43.13 34.86 All returns reflect reinvestment of distributions at net asset value. * Reflects deduction of the maximum 5.75% sales charge at the beginning of the period. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment+ Pioneer Emerging MSCI Emerging Markets Fund* Markets Free Index 6/94 $ 9425 $10000 $ 9128 $11242 11/95 $ 8756 $ 9385 $10558 $10347 11/97 $11653 $ 8972 $ 7902 $ 6962 11/99 $12405 $10130 $ 9726 $ 7738 11/01 $ 8908 $ 7168 $ 9088 $ 7522 11/03 $13008 $ 7522 + Index comparison begins June 30, 1994. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of securities trading in 26 emerging markets; it reflects only those securities available to foreign investors. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any sales charges, fees or expenses. You cannot invest directly in the Index. Past performance does not guarantee future results. Returns and principal value fluctuate, and your shares, when redeemed, may be worth more or less than their original cost. The performance table and graph do not reflect the deduction of taxes that a shareowner would pay on Fund distributions or redemption of Fund shares. 3 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 11/30/03 CLASS B SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 11/30/03 11/30/02 $13.46 $9.47 Net Distributions per Share Investment Short-Term Long-Term (12/1/02 - 11/30/03) Income Capital Gains Capital Gains $ - $ - $ - Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Emerging Markets Fund, compared to that of the Morgan Stanley Capital International (MSCI) Emerging Markets Free Index. Average Annual Total Returns (As of November 30, 2003) If If Period Held Redeemed* Life-of-Class (6/23/94) 2.83% 2.83% 5 Years 9.65 9.38 1 Year 42.13 38.13 All returns reflect reinvestment of distributions at net asset value. * Reflects deduction of the maximum applicable contingent deferred sales charge (CDSC) at the end of the period. The maximum CDSC of 4% declines over six years. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment+ Pioneer Emerging MSCI Emerging Markets Fund* Markets Free Index 6/94 $10000 $10000 $ 9644 $11242 11/95 $ 9199 $ 9385 $11011 $10347 11/97 $12069 $ 8972 $ 8112 $ 6962 11/99 $12641 $10130 $ 9822 $ 7738 11/01 $ 8924 $ 7168 $ 9048 $ 7522 11/03 $12860 $ 7522 + Index comparison begins June 30, 1994. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of securities trading in 26 emerging markets; it reflects only those securities available to foreign investors. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any sales charges, fees or expenses. You cannot invest directly in the Index. Past performance does not guarantee future results. Returns and principal value fluctuate, and your shares, when redeemed, may be worth more or less than their original cost. The performance table and graph do not reflect the deduction of taxes that a shareowner would pay on Fund distributions or redemption of Fund shares. 4 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 11/30/03 CLASS C SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 11/30/03 11/30/02 $13.39 $9.42 Net Distributions per Share Investment Short-Term Long-Term (12/1/02 - 11/30/03) Income Capital Gains Capital Gains $ - $ - $ - Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Emerging Markets Fund at public offering price, compared to that of the Morgan Stanley Capital International (MSCI) Emerging Markets Free Index. Average Annual Total Returns (As of November 30, 2003) Net Asset Public Offering Period Value Price/CDSC* Life-of-Class (1/31/96) 2.43% 2.30% 5 Years 9.59 9.36 1 Year 42.14 40.65 All returns reflect reinvestment of distributions at net asset value. * Reflects deduction of the 1% sales charge at the beginning of the period. The 1% contingent deferred sales charge (CDSC) applies to investments sold within one year of purchase. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Emerging MSCI Emerging Markets Fund* Markets Free Index 1/96 $ 9900 $10000 $10285 $ 9855 11/97 $11273 $ 8546 $ 7559 $ 6631 11/99 $11709 $ 9649 $ 9129 $ 7370 11/01 $ 8291 $ 6827 $ 8407 $ 7165 11/03 $11950 $ 7165 The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of securities trading in 26 emerging markets; it reflects only those securities available to foreign investors. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any sales charges, fees or expenses. You cannot invest directly in the Index. Past performance does not guarantee future results. Returns and principal value fluctuate, and your shares, when redeemed, may be worth more or less than their original cost. The performance table and graph do not reflect the deduction of taxes that a shareowner would pay on Fund distributions or redemption of Fund shares. 5 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 11/30/03 CLASS R SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 11/30/03 4/1/03*** $14.51 $9.57 Net Distributions per Share Investment Short-Term Long-Term (4/1/03 - 11/30/03) Income Capital Gains Capital Gains $0.010 $ - $ - Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Emerging Markets Fund, compared to that of the Morgan Stanley Capital International (MSCI) Emerging Markets Free Index. Average Annual Total Returns (As of November 30, 2003) If If Period Held Redeemed* Life-of-Class** (6/23/94) 3.46% 3.46% 5 Years 10.56 10.56 1 Year 43.63 42.63 All returns reflect reinvestment of distributions at net asset value. * Reflects deduction of a 1% CDSC. Shares sold within 18 months of purchase may be subject to the CDSC. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment+ Pioneer Emerging MSCI Emerging Markets Fund* Markets Free Index 6/94 $10000 $10000 $ 9662 $11242 11/95 $ 9184 $ 9385 $11041 $10347 11/97 $12158 $ 8972 $ 8246 $ 6962 11/99 $12946 $10130 $10150 $ 7738 11/01 $ 9296 $ 7168 $ 9484 $ 7522 11/03 $13622 $ 7522 ** Class R shares have no front-end load, may be subject to a back-end load and are available to certain retirement plans. The performance of Class R shares for the period prior to the public offering of Class R shares on April 1, 2003 is based on the performance of Class A shares, reduced to reflect the higher distribution and service fees of Class R shares. You do not pay a sales charge on purchases of Class R shares, but will pay a CDSC if you sell your shares within 18 months of purchase, unless you qualify for a waiver. *** Class R shares were first publicly offered on April 1, 2003. + Index comparison begins June 30, 1994. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of securities trading in 26 emerging markets; it reflects only those securities available to foreign investors. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any sales charges, fees 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. The performance table and graph do not reflect the deduction of taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. 6 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 11/30/03 CLASS Y SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 11/30/03 11/30/02 $15.19 $10.51 Distributions per Share Income Short-Term Long-Term (12/1/02 - 11/30/03) Dividends Capital Gains Capital Gains $0.010 $ - $ - Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Emerging Markets Fund, compared to that of the Morgan Stanley Capital International (MSCI) Emerging Markets Free Index. Average Annual Total Returns (As of November 30, 2003) If If Period Held* Redeemed* Life-of-Class (4/9/98) 1.03% 1.03% 5 Year 11.43 11.43 1 Year 44.63 44.63 * Assumes reinvestment of distributions at net asset value. [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment+ Pioneer Emerging MSCI Emerging Markets Fund* Markets Free Index 4/98 $10000 $10000 11/98 $ 6155 $ 7213 11/99 $ 9730 $10495 11/00 $ 7672 $ 8017 11/01 $ 7094 $ 7426 11/02 $ 7310 $ 7794 11/03 $10572 $ 7794 + Index comparison begins April 30, 1998. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of securities trading in 26 emerging markets; it reflects only those securities available to foreign investors. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any sales charges, fees or expenses. You cannot invest directly in the Index. Past performance does not guarantee future results. Returns and principal value fluctuate, and your shares, when redeemed, may be worth more or less than their original cost. The performance table and graph do not reflect the deduction of taxes that a shareowner would pay on Fund distributions or redemption of Fund shares. 7 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 11/30/03 - -------------------------------------------------------------------------------- For the 12 months ended November 30, 2003, Pioneer Emerging Markets Fund's Class A, B and C shares delivered total returns at net asset value of 43.13%, 42.13% and 42.14%, respectively. Over the same time period, the MSCI Emerging Markets Free Index had a total return of 40.50%. In the following discussion, Mark Madden, portfolio manager of Pioneer Emerging Markets Fund, addresses the factors impacting the Fund's performance and the outlook for emerging markets. Q: What factors influenced the performance of emerging markets in the 12 months ended November 30, 2003? A: After a slow start, emerging markets delivered strong returns this year as a result of accelerating economic growth, attractive stock valuations, strong commodity prices and low interest rates. Equity markets were weak in the first quarter of the year due to concerns relating to the impending war in Iraq and the spread of SARS. Markets began to turn around in April as the war in Iraq proceeded better than expected and the spread of SARS was contained. Equity markets across Asia and Latin America were among the best performing this year, in part because their economies were expected to be among the fastest growing in the world. Valuations in emerging markets are still attractive relative to developed markets and continue to attract global capital. Many emerging market countries are significant exporters of commodities, so rising commodity prices have led to increasing trade surpluses and increasing corporate profitability. As in the developed economies of the United States, Europe and Japan, low interest rates are prevalent in most emerging markets. In some countries that still have high interest rates, such as Brazil and Turkey, inflation and borrowing rates are declining, which we believe will lead to increased local investment in equity markets. Over the last 12 months, the total return for the Fund surpassed the benchmark MSCI Emerging Markets Free Index, primarily due to good stock selection in India and South Korea and to our emphasis on Brazil. In India, we have been finding a large number of stocks with attractive valuations and strong growth prospects, particularly in the banking and industrial sectors. In South Korea, our positions in shipping and shipbuilding companies did very well 8 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- as a result of increasing trade, tight shipping capacity and rapidly increasing freight rates. In Brazil, we owned companies that benefited from lower borrowing costs, a stronger currency and rising domestic consumer demand. Q: What is your investment strategy? A: Our investment process is driven by rigorous research that focuses on companies that we believe have strong long-term growth prospects and proven management ability that sell at a discount to our estimation of fair value. We look for companies that we feel are well positioned in countries and industries with favorable long-term trends and growth potential. We strive to manage risk through diversification among various countries, sectors and companies while emphasizing stocks that are attractively valued. Q: Where are you finding attractive opportunities in emerging markets? A: In our last annual report, we noted that we were particularly optimistic about the prospects for India, Brazil and Turkey. In the last 12 months, India and Brazil have delivered outstanding returns in the portfolio. Turkey also showed strong positive returns, although its proximity to Iraq has made for more volatile equity prices. In all three countries we continue to see what we consider positive trends and, therefore, we have maintained our heavy positions. In India, growth trends remain strong and valuations are still attractive. In Brazil, pent up domestic demand appears to be accelerating. And in Turkey, the investment climate seems increasingly attractive as the government attempts to steer the country toward membership in the European Union. As for sectors, we like the financial sector, which should see improved growth and profitability due to stronger economic growth and potentially higher interest rates. We are less optimistic on the technology sector, where we do not believe stronger demand can be sustained. Technology stock valuations are expensive relative to other sectors, profit margins continue to be under pressure, and a weaker dollar may further erode profit margins of emerging markets firms that export most of their production to the United States. 9 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 11/30/03 (continued) - -------------------------------------------------------------------------------- Q: What is your outlook? A: Emerging markets have significantly outperformed the S&P 500 Index and the MSCI World Index over the last three years. We continue to be optimistic about the prospects for emerging markets because the same positive trends that have led to this good performance are still in place. We expect some correction in the coming year, but we also are optimistic that the fundamentals of most of the emerging market economies are in a multi-year upswing and that equity returns will be attractive in absolute terms as well as relative to the developed equity markets. Stock valuations in emerging markets are less expensive than in developed markets while economic growth rates of developing countries are higher than those of developed markets. In addition, many companies in emerging markets are gaining global market share by delivering quality products and services at very competitive prices. The main risk to these investments relates to the potential for the current upswing in global growth to falter. On the other hand, if growth is too strong, inflation may accelerate leading to higher interest rates and lower stock valuations. We do expect volatility in emerging markets to remain high, but we tend to view this volatility as an opportunity to acquire stocks with strong long-term prospects at attractive prices. Investing in emerging markets carries its own set of risks, including but not limited to, currency fluctuations, and social and economic instability. However, we feel confident that the long-term prospects invite serious consideration. Any information in this shareholder report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of Fund management as of the date of this report. These statements should not be relied upon for any other purposes. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. 10 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 11/30/03 - -------------------------------------------------------------------------------- Shares Value PREFERRED STOCKS - 2.9% Capital Goods - 0.4% Aerospace & Defense - 0.4% 30,500 Embraer Aircraft Corp. (A.D.R.) $ 897,310 ------------ Total Capital Goods $ 897,310 ------------ Banks - 0.8% Diversified Banks - 0.8% 23,373,000 Banco Itau Holding Financeira $ 1,931,607 ------------ Total Banks $ 1,931,607 ------------ Telecommunication Services - 1.3% Integrated Telecommunication Services - 0.8% 147,194 Tele Norte Leste Participacoes (A.D.R.) $ 2,079,851 ------------ Wireless Telecommunication Services - 0.5% 32,500 Telemig Celular Participacoes (A.D.R.) $ 1,125,150 ------------ Total Telecommunication Services $ 3,205,001 ------------ Utilities - 0.4% Electric Utilities - 0.4% 155,600 Centrais Electricas Brasileiras SA (A.D.R.) $ 1,095,424 ------------ Total Utilities $ 1,095,424 ------------ TOTAL PREFERRED STOCKS (Cost $4,359,883) $ 7,129,342 ------------ COMMON STOCKS - 89.6% Energy - 10.8% Integrated Oil & Gas - 7.0% 676,700 CNOOC Ltd. $ 1,394,584 474,200 Gas Authority of India, Ltd. 1,818,267 41,400 Lukoil Holding (A.D.R.) 3,569,011 225,400 Petroleo Brasilerio SA Petrobras (A.D.R.) 5,076,008 82,200 Surgutneftegaz (A.D.R.) 2,184,876 127,269,300 Tupras-Turkiye Petrol Rafinerileri AS 887,622 45,800 Yukos 2,144,539 ------------ $ 17,074,907 ------------ The accompanying notes are an integral part of these financial statements. 11 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- Shares Value Oil & Gas Exploration & Production - 1.9% 3,085,400 China Petroleum & Chemical $ 963,722 47,500 Mol Magyar Olaj 1,337,799 872,000 PTT Public Co., Ltd. 2,336,982 ------------ $ 4,638,503 ------------ Oil & Gas Refining, Marketing & Transportation - 1.9% 123,500 Bharat Petroleum Corp., Ltd. $ 966,387 95,100 Hindustan Petroleum 762,441 64,500 Polski Koncern Nafto (G.D.R.) 767,550 77,500 S-Oil Corp. 1,769,789 17,600 TelecomAsia Corp. Public Co., Ltd. 480,832 ------------ $ 4,746,999 ------------ Total Energy $ 26,460,409 ------------ Materials - 16.8% Aluminum - 0.3% 783,000 Aluminum Corp.of China, Ltd. $ 405,935 11,749 Hindalco Industries Ltd.* 318,419 ------------ $ 724,354 ------------ Commodity Chemicals - 1.7% 39,589 Daelim Industrial Co. $ 1,136,243 63,900 Reliance Industries, Ltd. (144A)* 1,549,575 117,456,000 Ultrapar Participacoes SA 1,284,675 ------------ $ 3,970,493 ------------ Construction Materials - 1.1% 235,072,250 Akcansa Cimento AS $ 534,438 22,700 Asia Cement Co., Ltd.* 638,293 236,000 Siam Cement Co., Ltd.* 1,279,800 26,970 Suez Cement Co. (G.D.R.)* 162,090 ------------ $ 2,614,621 ------------ Diversified Chemicals - 0.7% 3,300 Israel Chemicals, Ltd. $ 4,365 17,597 LG Chemicals, Ltd.* 688,040 2,097,274 Sinopac Holdings Co. 1,136,151 ------------ $ 1,828,556 ------------ The accompanying notes are an integral part of these financial statements. 12 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Diversified Metals & Mining - 2.6% 61,300 Companhia Vale do Rio Doce (A.D.R.) $ 2,383,344 28,800 Industrias Penoles SA* 80,847 135,500 KGHM Polska Miedz SA* 785,205 33,100 Norilsk Nickel* 1,915,762 769,200 Yanzhou Coal Mining (Class H) 624,178 29,070 Korea Zinc Co.* 628,776 ------------ $ 6,418,112 ------------ Gold - 0.4% 109,200 IAMGOLD Corp. $ 911,820 ------------ Paper Packaging - 0.3% 900,000 Lee & Man Paper Manufacturing* $ 660,763 ------------ Paper Products - 0.4% 37,000 Aracruz Cellulose SA (A.D.R.) $ 995,300 ------------ Precious Metals & Minerals - 6.1% 200,778 Anglo American Plc $ 4,280,567 29,420 Anglogold, Ltd. 1,416,715 80,400 Anglogold, Ltd. (A.D.R.) 3,856,788 152,000 Compania de Minas Buenaventura SA 4,424,720 41,300 Gold Fields, Ltd. 568,682 39,900 Gold Fields, Ltd. (A.D.R.) 546,231 ------------ $ 15,093,703 ------------ Specialty Chemicals - 1.0% 760,393 Formosa Plastic Corp. $ 1,124,446 1,105,052 Nan Ya Plastics Corp. 1,456,145 ------------ $ 2,580,591 ------------ Steel - 2.2% 998,069 China Steel Corp., Ltd. $ 797,871 106,000 Pohang Iron & Steel Co., Ltd. (A.D.R.) 3,164,100 130,100 Remgro, Ltd. 1,368,763 ------------ $ 5,330,734 ------------ Total Materials $ 41,129,047 ------------ The accompanying notes are an integral part of these financial statements. 13 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- Shares Value Capital Goods - 2.3% Building Products - 0.6% 60,800 Daewoo Shipbuilding & Marine, Ltd.* $ 864,922 14,000 Hanil Cement Co., Ltd.* 722,100 ------------ $ 1,587,022 ------------ Construction & Engineering - 0.4% 9,201,600 Enka Insaat VE Sanayi AS $ 336,606 43,700 LG Construction, Ltd. 659,835 ------------ $ 996,441 ------------ Electrical Component & Equipment - 0.5% 117,000 Bharat Heavy Electricals (Demat Shares) $ 1,140,347 ------------ Industrial Conglomerates - 0.1% 226,000 China Resources Enterprise, Ltd. $ 263,442 ------------ Industrial Machinery - 0.7% 93,900 Daewoo Heavy Industries & Machinery Ltd.* $ 754,606 1,437,000 Yungtay Engineering Co., Ltd. 871,037 ------------ $ 1,625,643 ------------ Total Capital Goods $ 5,612,895 ------------ Commercial Services & Supplies - 0.5% Diversified Commercial Services - 0.5% 194,716 Bidvest Group, Ltd. $ 1,303,697 ------------ Total Commercial Services & Supplies $ 1,303,697 ------------ Transportation - 1.9% Marine - 1.5% 874,140 Evergreen Marine Corp. $ 706,479 42,000 Hanjin Shipping Co., Ltd.* 709,288 206,250 Hyundai Merchant Marine Co.* 1,504,773 150,500 Samsung Heavy Industries Co., Ltd.* 863,899 ------------ $ 3,784,439 ------------ Railroads - 0.4% 278,000 Malaysia International Shipping Bhd $ 870,579 ------------ Total Transportation $ 4,655,018 ------------ The accompanying notes are an integral part of these financial statements. 14 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Automobiles & Components - 3.5% Auto Parts & Equipment - 0.8% 246,161 Cycle & Carriage $ 864,023 24,800 Hyundai Mobis* 1,093,465 200,000 Mirgor Sacifia (A.D.R.) (144A)* - ------------ $ 1,957,488 ------------ Automobile Manufacturers - 2.7% 127,000 Edaran Otomobile Nasional Bhd $ 262,355 49,070 Hyundai Heavy Industries* 1,547,151 33,400 Hyundai Motor Co., Ltd.* 1,267,035 121,185,760 Koc Holdings AS* 1,499,803 859,461 PT Astra International 452,215 508,000 Sime Darby Bhd 721,895 109,740 Tata Engineering & Locomotive Co.* 980,395 ------------ $ 6,730,849 ------------ Total Automobiles & Components $ 8,688,337 ------------ Consumer Durables & Apparel - 0.8% Homebuilding - 0.2% 4,076,900 Ayala Land, Inc. $ 395,425 ------------ Leisure Products - 0.6% 31,599 Bajaj Auto, Ltd. (Demat Shares) $ 677,373 770,500 Berjaya Sports Toto Bhd 811,053 ------------ $ 1,488,426 ------------ Total Consumer Durables & Apparel $ 1,883,851 ------------ Hotels, Restaurants & Leisure - 0.3% Hotels, Resorts & Cruise Lines - 0.0% 12,633 EIH Ltd. (Demat Shares)* $ 71,211 ------------ Restaurants - 0.3% 501,200 Kentucky Fried Chicken Bhd $ 567,147 ------------ Total Hotels, Restaurants & Leisure $ 638,358 ------------ Media - 1.4% Broadcasting & Cable TV - 0.9% 128,000 BEC World Public Co., Ltd. $ 698,910 2,902,600 United Broadcasting Corp., Plc* 1,650,320 ------------ $ 2,349,230 ------------ The accompanying notes are an integral part of these financial statements. 15 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- Shares Value Movies & Entertainment - 0.5% 2,483,200 Grammy Entertainment Plc $ 1,169,296 ------------ Total Media $ 3,518,526 ------------ Retailing - 0.4% General Merchandise Stores - 0.4% 3,189,200 Global Green Technology Group $ 550,446 10,600 LG Home Shopping 492,941 ------------ Total Retailing $ 1,043,387 ------------ Food & Drug Retailing - 3.2% Food Distributors - 0.7% 75,700 Compania Cervecerias Unidas SA $ 1,582,887 ------------ Food Retail - 2.5% 97,300 Brasil Distributor Pao Acu (A.D.R.) $ 2,160,060 25,600 CJ Corp. 1,224,575 45,500 Distribucion y Servicio D&A SA 855,400 1,985,700 Metro Cash and Carry, Ltd.* 711,567 37,845,900 Migros Turk T.A.S. 455,445 3,448,000 PT Indofood Sukses Makmur Tbk 273,651 41,100 Tiger Brands, Ltd. 508,695 ------------ $ 6,189,393 ------------ Total Food & Drug Retailing $ 7,772,280 ------------ Food, Beverage & Tobacco - 4.1% Agricultural Products - 0.5% 294,000 IOI Corp., Bhd $ 564,789 191,000 Makhteshim-Agan Industries, Ltd.* 623,060 ------------ $ 1,187,849 ------------ Distillers & Vintners - 1.3% 28,928,150 Andalou Efes Biracilik VE $ 340,215 87,400 Companhia de Bebidas PR (A.D.R.) 2,067,010 342,900 Grupo Modelo SA de CV 825,848 ------------ $ 3,233,073 ------------ The accompanying notes are an integral part of these financial statements. 16 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Soft Drinks - 1.2% 98,200 Embotelladora Andina SA (A.D.R.) $ 928,972 14,500 Fomento Economico Mexicano, SA de CV 498,510 110,100 Fraser & Neave, Ltd. 734,575 1,039,700 Sermsuk Public Co., Ltd. 826,812 ------------ $ 2,988,869 ------------ Tobacco - 1.1% 114,900 British American Tabacco (Malaysia) Bhd $ 1,300,184 489,000 PT Gudang Garam Public Co., Ltd. 730,194 1,204,000 PT Hanjaya Mandala Sampoerna Tbk 601,646 ------------ $ 2,632,024 ------------ Total Food, Beverage & Tobacco $ 10,041,815 ------------ Household & Personal Products - 0.6% Household Products - 0.6% 182,498,080 Arcelik AS $ 792,385 28,800 LG Household & Health Care, Ltd.* 742,731 ------------ Total Household & Personal Products $ 1,535,116 ------------ Health Care Equipment & Services - 0.9% Health Care Distributors - 0.9% 36,600 Teva Pharmaceutical Industries, Ltd. $ 2,204,634 ------------ Total Health Care Equipment & Services $ 2,204,634 ------------ Pharmaceuticals & Biotechnology - 1.8% Biotechnology - 0.6% 19,000 Dr. Reddy's Laboratories (A.D.R.) $ 532,000 1,762,000 Global Bio-chem Technology Group Co., Ltd.* 958,873 ------------ $ 1,490,873 ------------ Pharmaceuticals - 1.2% 149,600 Aurobindo Pharma, Ltd. $ 988,726 10,900 Gideon Richter Sons (G.D.R.) 1,160,850 36,140 Ranbaxy Laboratories, Ltd. 807,050 2 Sun Pharmaceutical Industries, Ltd. (Demat Shares) 26 ------------ $ 2,956,652 ------------ Total Pharmaceuticals & Biotechnology $ 4,447,525 ------------ The accompanying notes are an integral part of these financial statements. 17 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- Shares Value Banks - 13.0% Diversified Banks - 13.0% 154,086,800 Akbank TAS $ 684,830 58,268 Banco Bradesco SA* 1,396,101 97,900,000 Banco do Brasil SA* 818,050 26,952 Banco Santiago 639,301 99,120 Bangkok Bank, Ltd. (Foreign Shares)* 218,474 665,600 Bank of Baroda 2,601,613 1,496,500 Bank Rakyat Indonesia* 184,753 33,039 Bank Zachodni 609,951 1,014,560 Canara Bank, Ltd. 2,745,319 1,765,882 Chinatrust Financial Holding Co., Ltd. 1,727,100 62,200 Commercial International Bank 480,938 193,500 Jammu & Kashmir Bank, Ltd.* 1,072,557 995,900 Kasikornbank* 1,141,200 14,131 Kookmin Bank 499,619 14,100 Kookmin Bank (A.D.R.)* 500,550 458,100 Malayan Banking Bhd 1,205,526 128,800 MISR International 231,840 2,649,200 National Finance Public Co., Ltd. 1,094,848 448,500 Oriental Bank of Commerce* 2,277,776 37,600 OTP Bank Rt* 461,147 1,074,500 PT Bank Central Asia Tbk* 416,914 9,274,385 PT Lippo Bank* 545,231 612,343 Public Bank Bhd (Foreign Shares) 456,034 663,000 Punjab National Bank, Ltd. 2,675,466 701,800 Siam Commercial Bank Plc (Foreign Shares)* 707,513 191,600 Standard Bank Group, Ltd. 1,095,829 129,300 State Bank of India 1,329,866 304,424,500 Turkiye Garanti Bankasi AS* 650,480 178,455,695 Turkiye Is Bankasi (Isbank)* 878,551 55,800 Uniao de Bancos Brasileiros SA (G.D.R.) 1,283,400 1,579,400 Vijaya Bank/India* 1,337,159 ------------ Total Banks $ 31,967,936 ------------ The accompanying notes are an integral part of these financial statements. 18 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Diversified Financials - 4.5% Diversified Financial Services - 4.5% 31,374,000 Alarko Holding AS $ 557,760 5,255,000 Bank Mandiri* 571,531 3,816,913 China Development Financial 1,687,713 640,000 FirstRand, Ltd. 850,973 1,037,000 Fubon Group 941,347 252,305,913 Haci Omer Sabanci Holding AS 948,843 889,100 Kiatnakin Finance Plc 896,338 587,000 MCL Land, Ltd. 456,346 708,100 Old Mutual Plc 1,199,717 547,839 RMB Holdings, Ltd. 1,085,759 625,600 Sanlam, Ltd. 830,843 4,863,800 SM Prime Holdings 567,844 731,300 TISCO Finance Public Co., Ltd.(Foriegn Shares)* 572,401 ------------ Total Diversified Financials $ 11,167,415 ------------ Insurance - 0.9% Multi-Line Insurance - 0.5% 23,500 Samsung Fire & Marine Insurance* $ 1,298,116 ------------ Property & Casualty Insurance - 0.4% 62,800 Cathay Financial Holding Co. (G.D.R.) (144A)* $ 910,600 ------------ Total Insurance $ 2,208,716 ------------ Real Estate - 0.7% Real Estate Management & Development - 0.7% 2,118,000 Cathay Real Estate Development Co., Ltd.* $ 747,347 831,000 Marco Polo Developments, Ltd. 901,558 ------------ Total Real Estate $ 1,648,905 ------------ Software & Services - 0.7% Application Software - 0.7% 33,500 Check Point Software Technologies, Ltd.* $ 591,610 10,267 Infosys Technologies, Ltd. 1,104,650 ------------ Total Software & Services $ 1,696,260 ------------ The accompanying notes are an integral part of these financial statements. 19 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- Shares Value Technology Hardware & Equipment - 6.0% Semiconductors - 1.8% 255,980 Hon Hai Precision Industry $ 989,440 1,908,360 Taiwan Semiconductor Manufacturing Co.* 3,548,488 ------------ $ 4,537,928 ------------ Communications Equipment - 0.7% 97,100 Empresa Nacional De Telecom $ 586,117 65,800 Matav Rt (A.D.R.) 1,113,994 ------------ $ 1,700,111 ------------ Computer Hardware - 0.5% 844,140 Compal Electronics $ 1,146,943 ------------ Computer Storage & Peripherals - 0.5% 544,000 Quanta Computer, Inc. $ 1,282,343 ------------ Electronic Equipment & Instruments - 2.3% 398,250 Asustek Computer, Inc. $ 886,296 262,850 Elec & Eltek International Co., Ltd. 733,352 17,810 LG Electronics, Inc.* 881,573 783,715 Phoenixtec Power Co., Ltd. 860,595 6,250 Samsung Display Devices 634,333 1,492,200 Varitronix International, Ltd. 1,576,048 ------------ $ 5,572,197 ------------ Office Electronics - 0.2% 45,600 Baiksan OPC Co.* $ 438,151 ------------ Total Technology Hardware & Equipment $ 14,677,673 ------------ Semiconductors - 4.4% 23,770 Samsung Electronics Co. $ 9,195,167 1,938,658 United Microelectronics Corp., Ltd.* 1,703,067 ------------ Total Semiconductors $ 10,898,234 ------------ The accompanying notes are an integral part of these financial statements. 20 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Telecommunication Services - 7.2% Alternate Carriers - 0.1% 752,000 Singapore Post, Ltd. $ 301,036 ------------ Integrated Telecommunication Services - 3.9% 32,200 Brasil Telecom Participacoes SA $ 1,220,380 38,100 Compania de Telephonos de Chile SA (A.D.R.) 527,685 85,800 KT Corp.* 1,651,650 332,400 Mahanagar Telephone (Demat Shares) 875,119 44,500 PT Indosat Indonesian Satellite Corp. 591,850 94,000 SPT Telecom AS 926,815 66,300 Telefonos de Mexico SA 2,193,867 40,976 Telekomunik Indonesia SP (A.D.R.) 594,972 233,700 Telekomunikacja Polska SA 838,923 ------------ $ 9,421,261 ------------ Wireless Telecommunication Services - 3.2% 218,600 Advanced Service Co., Ltd. (Foreign Shares) $ 355,892 56,500 Alumax, Inc. 1,448,660 16,300 China Mobile, Ltd. 47,239 91,900 Mobinil-Egyptian Mobile Services 1,024,491 173,300 SK Telecom Co., Ltd.* 3,093,405 1,125,000 Taiwan Cellular Corp.* 961,933 331,500 Venfin, Ltd. 1,026,396 ------------ $ 7,958,016 ------------ Total Telecommunication Services $ 17,680,313 ------------ Utilities - 2.9% Electric Utilities - 2.4% 37,200 Cemig SA (A.D.R.)* $ 591,852 460,000 China Resources Power Holdings* 171,824 152,200 Companhia Paranaense de Energia (A.D.R.)* 646,850 1,201,300 Empresa Nacional de Electricid SA* 452,482 16,613,423 Enersis SA* 2,083,196 52,200 Korea Electric Power Corp. 1,100,844 35,240 Unified Energy System (G.D.R.) 917,307 ------------ $ 5,964,355 ------------ The accompanying notes are an integral part of these financial statements. 21 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- Shares Value Gas Utilities - 0.2% 21,400 Gazprom (A.D.R.)* $ 513,600 ------------ Water Utilities - 0.3% 48,300 Cia Saneamento Basic de Estado de Sao Paulo $ 596,505 ------------ Total Utilities $ 7,074,460 ------------ TOTAL COMMON STOCKS (Cost $156,785,172) $219,954,807 ------------ RIGHTS/WARRANTS - 0.0% Diversified Financials - 0.0% Consumer Finance - 0.0% 25,658 LG Card Rights, Exp. 12/12/03* $ - ------------ Total Diversified Financials $ - ------------ Telecommunication Services - 0.0% Integrated Telecommunication Services - 0.0% 526,420 TelecomAsia Public Co., Ltd. (Foreign shares)* $ - ------------ Total Telecommunication Services $ - ------------ TOTAL RIGHTS/WARRANTS (Cost $139,695) $ - ------------ The accompanying notes are an integral part of these financial statements. 22 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Principal Amount Value TEMPORARY CASH INVESTMENTS - 16.5% Repurchase Agreement - 8.0% $19,700,000 UBS Warburg, Inc., 1.03%, Dated 11/28/03, repurchase price of $19,700,000 plus accrued interest on 12/3/03 collateralized by $19,969,000 U.S. Treasury Bill, 1.625%, 1/31/05. $19,700,000 ----------- Shares Security Lending Collateral - 8.5% 20,872,494 Securities Lending Investment Fund, 1.00% $ 20,872,494 ------------ TOTAL TEMPORARY CASH INVESTMENTS (Cost $40,572,494) $ 40,572,494 ------------ TOTAL INVESTMENT IN SECURITIES - 109.0% (Cost $201,857,244)(a)(b)(c)(d) $267,656,643 ------------ OTHER ASSETS AND LIABILITIES - (9.0)% $(21,989,620) ------------ TOTAL NET ASSETS - 100.0% $245,667,023 ============ (A.D.R.) American Depositary Receipt (G.D.R.) Global Depositary Receipt * Non-Income producing security. 144A Security is exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold normally to qualified institutional buyers in a transaction exempt from registration. At November 30, 2003, the value of these securities amounted to $2,460,175 or 1.0% of net assets. The accompanying notes are an integral part of these financial statements. 23 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- (a) Distribution of investments by country of issue, as a percentage of total equity holdings (excluding temporary cash investments) is as follows: South Korea 17.5% Brazil 12.2 India 11.7 Taiwan 10.3 South Africa 8.6 Thailand 5.7 Russia 5.0 Turkey 3.8 Chile 3.4 Malaysia 3.0 Mexico 2.2 Indonesia 2.2 Peru 1.9 Hong Kong 1.9 Hungary 1.8 Singapore 1.8 Israel 1.5 People's Republic of China 1.5 Poland 1.3 Other (Individually less than 1%) 2.7 ---- 100% ==== (b) At November 30, 2003, the net unrealized gain on investments based on cost for federal income tax purposes of $206,782,149 was as follows: Aggregate gross unrealized gain for all investments in which there is an excess of value over tax cost $64,288,326 Aggregate gross unrealized loss for all investments in which there is an excess of tax cost over value (3,413,832) ----------- Net unrealized gain $60,874,494 =========== (c) At November 30, 2003, the Fund had a capital loss carryforward of $818,312 of which the following amounts will expire between 2006 and 2010 if not utilized. (This amount includes a net capital loss carryforward of $6,469,549, which may be limited from the merger with Pioneer Indo-Asia Fund which occurred in September 2001.) $9,651,392 in 2006 $6,469,549 in 2008 $70,500,858 in 2009 $11,196,513 in 2010 (d) The Fund has elected to defer approximately $9,359 of currency losses recognized between November 1, 2003 and November 30, 2003 to its fiscal year ending November 30, 2004. Purchases and sales of securities (excluding temporary cash investments) for the year ended November 30, 2003 aggregated $170,149,723 and $209,844,398, respectively. The accompanying notes are an integral part of these financial statements. 24 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES 11/30/03 - -------------------------------------------------------------------------------- ASSETS: Investment in securities, at value (including securities loaned of $20,013,132) (cost $201,857,244) $267,656,643 Cash 5,416 Foreign currencies, at value (cost $615,561) 611,007 Receivables - Fund shares sold 690,619 Dividends, interest and foreign taxes withheld 641,332 Other 4,251 ------------ Total assets $269,609,268 ------------ LIABILITIES: Payables - Investment securities purchased $ 172,658 Fund shares repurchased 180,989 Upon return of securities loaned 20,872,494 Due to affiliates 441,842 Accrued expenses 193,555 Reserve for repatriation taxes 2,080,707 ------------ Total liabilities $ 23,942,245 ------------ NET ASSETS: Paid-in capital $283,785,225 Accumulated undistributed net investment income 261,669 Accumulated net realized loss on investments and foreign currency transactions (102,097,268) Net unrealized gain on investments 63,718,692 Net unrealized loss on forward foreign currency contracts and other assets and liabilites denominated in foreign currencies (1,295) ------------ Total net assets $245,667,023 ============ NET ASSET VALUE PER SHARE: (Unlimited number of shares authorized) Class A (based on $121,973,564/8,427,495 shares) $ 14.47 ============ Class B (based on $38,614,685/2,869,819 shares) $ 13.46 ============ Class C (based on $25,632,238/1,914,931 shares) $ 13.39 ============ Class R (based on $2,326/160.337 shares) $ 14.51 ============ Class Y (based on $59,444,210/3,913,561 shares) $ 15.19 ============ MAXIMUM OFFERING PRICE: Class A ($14.47 [divided by] 94.25%) $ 15.35 ============ Class C ($13.39 [divided by] 99.00%) $ 13.53 ============ The accompanying notes are an integral part of these financial statements. 25 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- For the Year Ended 11/30/03 INVESTMENT INCOME: Dividends (net of foreign taxes withheld of $792,036) $ 6,270,779 Interest 20,301 Income from securities loaned, net 31,065 ----------- Total investment income $ 6,322,145 ----------- EXPENSES: Management fees $ 2,520,925 Transfer agent fees Class A 797,737 Class B 236,463 Class C 166,071 Class Y 899 Distribution fees Class A 251,313 Class B 308,046 Class C 230,600 Class R 4 Administrative fees 99,798 Custodian fees 337,995 Registration fees 102,229 Professional fees 67,282 Printing 60,003 Fees and expenses of nonaffiliated trustees 9,769 Miscellaneous 19,775 ----------- Total expenses $ 5,208,909 Less fees paid indirectly (10,240) ----------- Net expenses $ 5,198,669 ----------- Net investment income $ 1,123,476 ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: Net realized gain (loss) from: Investments (net of foreign capital gain taxes of $(257,282)) $ 9,050,234 Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (626,532) $ 8,423,702 ----------- ----------- Change in net unrealized gain (loss) from: Investments (net of reserve for repatriation taxes of $1,716,676) $63,328,875 Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (7,194) $63,321,681 ----------- ----------- Net gain on investments and foreign currency transactions $71,745,383 ----------- Net increase in net assets resulting from operations $72,868,859 =========== The accompanying notes are an integral part of these financial statements. 26 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- For the Years Ended 11/30/03 and 11/30/02, respectively Year Ended Year Ended 11/30/03 11/30/02 FROM OPERATIONS: Net investment income (loss) $ 1,123,476 $ (59,802) Net realized gain (loss) on investments and foreign currency transactions 8,423,702 (6,850,042) Change in net unrealized gain (loss) on investments and foreign currency transactions 63,321,681 11,816,839 ------------ ------------ Net increase in net assets resulting from operations $ 72,868,859 $ 4,906,995 ------------ ------------ DISTRIBUTIONS TO SHAREOWNERS: Net investment income: Class R ($0.01 and $0.00 per share, respectively) $ (2) $ - Class Y ($0.01 and $0.00 per share, respectively) (41,091) - ------------ ------------ $ (41,093) $ - ------------ ------------ FROM FUND SHARE TRANSACTIONS: Net proceeds from sale of shares $129,981,612 $114,568,023 Reinvestment of distributions 3,540 - Cost of shares repurchased (152,740,438) (101,995,702) ------------ ------------ Net increase (decrease) in net assets resulting from Fund share transactions $(22,755,286) $ 12,572,321 ------------ ------------ Net increase in net assets $ 50,072,480 $ 17,479,316 NET ASSETS: Beginning of year 195,594,543 178,115,227 ------------ ------------ End of year (including accumulated undistributed net investment income (loss) of $261,669 and ($307,012), respectively) $245,667,023 $195,594,543 ============ ============ The accompanying notes are an integral part of these financial statements. 27 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS (continued) - -------------------------------------------------------------------------------- For the Years Ended 11/30/03 and 11/30/02 '03 Shares '03 Amount '02 Shares '02 Amount CLASS A Shares sold 9,153,142 $ 98,720,585 7,039,890 $71,150,944 Reinvestment of distributions - - - - Less shares repurchased (10,122,194) (108,674,102) (5,990,249) (62,097,443) ----------- ------------ ---------- ----------- Net increase (decrease) (969,052) $ (9,953,517) 1,049,641 $ 9,053,501 =========== ============ ========== =========== CLASS B Shares sold 740,388 $ 8,447,934 1,068,819 $10,821,885 Less shares repurchased (1,004,628) (10,603,284) (1,751,093) (17,570,205) ----------- ------------ ---------- ----------- Net decrease (264,240) $ (2,155,350) (682,274) $(6,748,320) =========== ============ ========== =========== CLASS C Shares sold 1,518,262 $ 16,590,362 2,410,668 $24,425,468 Reinvestment of distributions - - - - Less shares repurchased (2,708,284) (26,566,419) (1,013,787) (10,077,921) ----------- ------------ ---------- ----------- Net increase (decrease) (1,190,022) $ (9,976,057) 1,396,881 $14,347,547 =========== ============ ========== =========== CLASS R (a) Shares sold 162 $ 1,978 Reinvestment of distributions - 1 Less shares repurchased (2) (21) ----------- ------------ Net increase 160 $ 1,958 =========== ============ CLASS Y Shares sold 616,873 $ 6,220,753 712,741 $ 8,169,726 Reinvestment of distributions 240 3,539 - - Less shares repurchased (670,769) (6,896,612) (1,045,883) (12,250,133) ----------- ------------ ---------- ----------- Net decrease (53,656) $ (672,320) (333,142) $(4,080,407) =========== ============ ========== =========== (a) Class R Shares were first publicly offered on April 1, 2003. The accompanying notes are an integral part of these financial statements. 28 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Year Ended Year Ended Year Ended Year Ended Year Ended CLASS A 11/30/03 11/30/02 11/30/01 11/30/00 11/30/99 Net asset value, beginning of period $ 10.11 $ 9.91 $ 10.82 $ 13.80 $ 8.79 -------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.07 $ (0.01) $ 0.00(a) $ (0.17) $ (0.09) Net realized and unrealized gain (loss) on investments and foreign currency transactions 4.29 0.21 (0.91) (2.81) 5.10 -------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 4.36 $ 0.20 $ (0.91) $ (2.98) $ 5.01 -------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ 4.36 $ 0.20 $ (0.91) $ (2.98) $ 5.01 -------- ------- ------- ------- ------- Net asset value, end of period $ 14.47 $ 10.11 $ 9.91 $ 10.82 $ 13.80 ======== ======= ======= ======= ======= Total return* 43.13% 2.02% (8.41)% (21.59)% 57.00% Ratio of net expenses to average net assets+ 2.65% 2.58% 2.76% 2.19% 2.44% Ratio of net investment income (loss) to average net assets+ 0.51% (0.09)% (0.04)% (1.13)% (0.73)% Portfolio turnover rate 88% 101% 177% 139% 180% Net assets, end of period (in thousands) $121,974 $94,999 $82,739 $88,175 $91,092 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 2.65% 2.58% 2.76% 2.19% 2.44% Net investment income (loss) 0.51% (0.09)% (0.04)% (1.13)% (0.73)% Ratios with waiver of management fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 2.64% 2.57% 2.74% 2.16% 2.40% Net investment income (loss) 0.52% (0.08)% (0.02)% (1.10)% (0.69)% * 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. + Ratios with no reduction for fees paid indirectly. (a) Amount rounds to less than one cent per share. The accompanying notes are an integral part of these financial statements. 29 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Year Ended Year Ended Year Ended Year Ended Year Ended CLASS B 11/30/03 11/30/02 11/30/01 11/30/00 11/30/99 Net asset value, beginning of period $ 9.47 $ 9.34 $ 10.28 $ 13.23 $ 8.49 ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment loss $ (0.08) $ (0.58) $ (0.10) $ (0.34) $ (0.17) Net realized and unrealized gain (loss) on investments and foreign currency transactions 4.07 0.71 (0.84) (2.61) 4.91 ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 3.99 $ 0.13 $ (0.94) $ (2.95) $ 4.74 ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ 3.99 $ 0.13 $ (0.94) $ (2.95) $ 4.74 ------- ------- ------- ------- ------- Net asset value, end of period $ 13.46 $ 9.47 $ 9.34 $ 10.28 $ 13.23 ======= ======= ======= ======= ======= Total return* 42.13% 1.39% (9.14)% (22.30)% 55.83% Ratio of net expenses to average net assets+ 3.37% 3.21% 3.59% 3.05% 3.20% Ratio of net investment loss to average net assets+ (0.26)% (0.66)% (0.87)% (1.97)% (1.53)% Portfolio turnover rate 88% 101% 177% 139% 180% Net assets, end of period (in thousands) $38,615 $29,674 $35,651 $40,763 $51,093 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 3.37% 3.21% 3.59% 3.05% 3.20% Net investment loss (0.26)% (0.66)% (0.87)% (1.97)% (1.53)% Ratios with waiver of management fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 3.37% 3.21% 3.58% 3.03% 3.18% Net investment loss (0.26)% (0.66)% (0.86)% (1.95)% (1.51)% * 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. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 30 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Year Ended Year Ended Year Ended Year Ended Year Ended CLASS C 11/30/03 11/30/02 11/30/01 11/30/00 11/30/99 Net asset value, beginning of period $ 9.42 $ 9.29 $ 10.23 $ 13.12 $ 8.47 ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment loss $ (0.14) $ (0.18) $ (0.01) $ (0.14) $ (0.29) Net realized and unrealized gain (loss) on investments and foreign currency transactions 4.11 0.31 (0.93) (2.75) 4.94 ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 3.97 $ 0.13 $ (0.94) $ (2.89) $ 4.65 ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ 3.97 $ 0.13 $ (0.94) $ (2.89) $ 4.65 ------- ------- ------- ------- ------- Net asset value, end of period $ 13.39 $ 9.42 $ 9.29 $ 10.23 $ 13.12 ======= ======= ======= ======= ======= Total return* 42.14% 1.40% (9.19)% (22.03)% 54.90% Ratio of net expenses to average net assets+ 3.32% 3.16% 3.57% 2.85% 3.82% Ratio of net investment loss to average net assets+ (0.18)% (0.63)% (0.81)% (1.81)% (2.09)% Portfolio turnover rate 88% 101% 177% 139% 180% Net assets, end of period (in thousands) $25,632 $29,239 $15,864 $12,861 $11,656 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 3.32% 3.16% 3.57% 2.85% 3.82% Net investment loss (0.18)% (0.63)% (0.81)% (1.81)% (2.09)% Ratios with waiver of management fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 3.32% 3.15% 3.55% 2.82% 3.80% Net investment loss (0.18)% (0.62)% (0.79)% (1.78)% (2.07)% * 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. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 31 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- 4/1/03 to 11/30/03 CLASS R (a) Net asset value, beginning of period $ 9.57 ------ Increase (decrease) from investment operations: Net investment income $ 0.02 Net realized and unrealized gain on investments and foreign currency transactions 4.93 ------ Net increase from investment operations $ 4.95 Distributions to shareowners: Net investment income (0.01) ------ Net increase in net asset value $ 4.94 ------ Net asset value, end of period $14.51 ====== Total return* 51.74% Ratio of net expenses to average net assets+ 2.13%** Ratio of net investment income to average net assets+ 0.56%** Portfolio turnover rate 88% Net assets, end of period (in thousands) $ 2 Ratios with reduction for fees paid indirectly: Net expenses 2.13%** Net investment income 0.56%** (a) Class R Shares were first publicly offered on April 1, 2003. * Assumes initial investment at net asset value at the beginning of the period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of the period. ** Annualized. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 32 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Year Ended Year Ended Year Ended Year Ended Year Ended CLASS Y 11/30/03 11/30/02 11/30/01 11/30/00 11/30/99 Net asset value, beginning of period $ 10.51 $ 10.20 $ 11.03 $ 13.99 $ 8.85 ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.19 $ 0.13 $ 0.10 $ (0.10) $ 0.01 Net realized and unrealized gain (loss) on investments and foreign currency transactions 4.50 0.18 (0.93) (2.86) 5.13 ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 4.69 $ 0.31 $ (0.83) $ (2.96) $ 5.14 Distributions to shareowners: Net investment income (0.01) - - - - ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ 4.68 $ 0.31 $ (0.83) $ (2.96) $ 5.14 ------- ------- ------- ------- ------- Net asset value, end of period $ 15.19 $ 10.51 $ 10.20 $ 11.03 $ 13.99 ======= ======= ======= ======= ======= Total return* 44.63% 3.04% (7.52)% (21.16)% 58.08% Ratio of net expenses to average net assets+ 1.60% 1.58% 1.80% 1.62% 1.68% Ratio of net investment income (loss) to average net assets+ 1.52% 0.93% 0.96% (0.62)% (0.71)% Portfolio turnover rate 88% 101% 177% 139% 180% Net assets, end of period (in thousands) $59,444 $41,683 $43,861 $47,378 $27,225 Ratios with reduction for fees paid indirectly: Net expenses 1.60% 1.58% 1.80% 1.60% 1.61% Net investment income (loss) 1.52% 0.93% 0.96% (0.60)% (0.64)% * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each period. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 33 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 11/30/03 - -------------------------------------------------------------------------------- 1. Organization and Significant Accounting Policies Pioneer Emerging Markets Fund (the Fund) is a Delaware statutory trust registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The investment objective of the Fund is to seek long-term growth of capital. The Fund offers five classes of shares - Class A, Class B, Class C, Class R and Class Y shares. Each class of shares represents an interest in the same portfolio of investments of the Fund and has equal rights to voting, redemptions, dividends and liquidation, except that the level of transfer agent and distribution fees may differ among classes. Class A, Class B, Class C and Class R shareowners have exclusive voting rights with respect to the distribution plan for each class. There is no distribution plan for Class Y shares. The Fund's financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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 income, expenses and gains and losses on investments during the reporting year. 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. Trading in foreign securities is substantially completed each day at various times prior to the close of the New York Stock Exchange. The values of such securities used in computing the net 34 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- asset value of the Fund's shares are determined as of such times. The Fund also may estimate the fair value, as determined by, or under the direction of the Board of Trustees, of a security, including a non-U.S. security, when the closing market price on the primary exchange where the security is traded no longer accurately reflects the value of the security at the close of the New York Stock Exchange. Dividend income is recorded on the ex-dividend date, except that certain dividends from foreign securities where the ex-dividend date may have passed are recorded as soon as the Fund becomes aware of the ex-dividend data in the exercise of reasonable diligence. Dividend and interest income is recorded on the accrual basis, net of unrecoverable foreign taxes withheld at the applicable country rates. Temporary cash investments are valued at amortized cost. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes and are reported net of foreign taxes on capital gains at the applicable country rates. The Fund's investments in emerging markets or countries with limited or developing markets may subject the Fund to a greater degree of risk than in a developed market. Risks associated with these developing markets include political, social or economic factors and may affect the price of the Fund's investments and income generated by these investments, as well as the Fund's ability to repatriate such amounts. B. Foreign Currency Translation The books and records of the Fund are maintained in U.S. dollars. Amounts denominated in foreign currencies are translated into U.S. dollars using current exchange rates. Net realized gains and losses on foreign currency transactions represent, among other things, the net realized gains and losses on foreign currency contracts, disposition of foreign currencies and the difference between the amount of income accrued and the U.S. dollars actually received. Further, the effects of changes in foreign currency exchange rates on investments are not segregated in the statement of operations from the effects of changes in market price of those securities but are included with the net realized and unrealized gain or loss on investments. 35 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- C. Forward Foreign Currency Contracts The Fund enters into forward foreign currency contracts (contracts) for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross-hedge against either specific investment transactions (settlement hedges) or portfolio positions (portfolio hedges). All contracts are marked to market daily at the applicable exchange rates, and any resulting unrealized gains or losses are recorded in the Fund's financial statements. The Fund records realized gains and losses at the time a portfolio hedge is offset by entry into a closing transaction or extinguished by delivery of the currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of the contract and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar (see Note 6). D. 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 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. At November 30, 2003, the Fund had no open futures contracts. E. 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 36 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- gains, if any, to its shareowners. Therefore, no federal income tax provision is required. In addition to the requirements of the Internal Revenue Code, the Fund may also be required to pay local taxes on the recognition of capital gains and/or the repatriation of foreign currencies in certain countries. During the year ended November 30, 2003, the Fund paid $257,282 in such taxes. In determining the daily net asset value, the Fund estimates the reserve for such taxes, if any, associated with investments in certain countries. The estimated reserve for the capital gains is based on the net unrealized appreciation on certain portfolio securities, the holding period of such securities and the related tax rates, tax loss carryforward (if applicable) and other such factors. As of November 30, 2003, the Fund had no reserve related to capital gains. The estimated reserve for the repatriation of foreign currencies is based on principal balances and/or unrealized appreciation of applicable securities, the holding period of such investments and the related tax rates and other such factors. As of November 30, 2003, the reserve related to taxes on the repatriation of foreign currencies was $2,080,707. The tax character of distributions paid during the years ended November 30, 2003 and 2002, were as follows. - ----------------------------------------------------- 2003 2002 - ----------------------------------------------------- Distributions paid from: Ordinary income $41,093 $ - - ----------------------------------------------------- The following shows components of distributable earnings on a fed eral income tax basis at November 30, 2003. - -------------------------------------------------------- 2003 ------------ Undistributed ordinary income $ 916,977 Capital loss carryforward (97,818,312) Unrealized appreciation 58,792,492 ------------ Total $(38,108,843) ============ - -------------------------------------------------------- 37 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- The difference between book basis and tax-basis unrealized appreciation is attributable to the tax deferral of losses on wash sales and the tax basis adjustments on Passive Foreign Investment Company (PFIC) holdings. 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 November 30, 2003, the Fund has reclassified $513,702 to decrease undistributed net investment income and $513,702 to decrease accumulated net realized loss on investments and foreign currency transactions, to reflect permanent book/tax differences. The reclassification has no impact on the net assets of the Fund and is designed to present the Fund's capital accounts on a tax basis. F. 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 Fund and a wholly owned indirect subsidiary of UniCredito Italiano S.p.A. (UniCredito Italiano), earned $22,921 in underwriting commissions on the sale of Fund shares during the year ended November 30, 2003. G. Class Allocations Distribution fees are calculated based on the average daily net asset value attributable to Class A, Class B, Class C and Class R shares of the Fund, respectively. Class Y shares are not subject to a distribution plan. Shareowners of each class share all expenses and fees paid to the transfer agent, Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for its services, which are allocated based on the number of accounts in each class and the ratable allocation of related out-of-pocket expenses (see Note 3). Income, common expenses and realized and unrealized gains and losses are calculated at the Fund level and allocated daily to 38 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- each class of shares based on the 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, Class C, Class R and Class Y shares can bear different transfer agent and distribution fees. H. Securities Lending The Fund lends securities in its portfolio to certain broker-dealers or other institutional investors, with the Fund's custodian acting as the lending agent. When entering into a loan, the Fund receives collateral, which is maintained by the custodian and earns income in the form of negotiated lenders' fees. The Fund also continues to receive interest or dividends on the securities loaned. Gain or loss on the fair value of the loaned securities that may occur during the term of the loan will be for the account of the Fund. The loans are secured by collateral of at least 102%, at all times, of the fair value of the securities loaned. The amount of the collateral will be adjusted daily to reflect any price fluctuation in the value of the loaned securities. The Fund has the right under the lending agreements to recover the securites on loan from the borrower on demand. The Fund invests cash collateral in the Securities Lending Investment Fund, which is managed by Brown Brothers Harriman & Co., the Fund's custodian. I. Repurchase Agreements With respect to repurchase agreements entered into by the Fund, the value of the underlying securities (collateral), including accrued interest received from counterparties, is required to be at least equal to or in excess of the value of the repurchase agreement at the time of purchase. The collateral for all repurchase agreements is held in safekeeping in the customer-only account of the Fund's custodian, or subcustodians. The Fund's investment adviser, Pioneer Investment Management, Inc. (PIM), is responsible for determining that the value of the collateral remains at least equal to the repurchase price. 39 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- 2. Management Agreement PIM, the Fund's investment adviser, manages the Fund's portfolio and is a wholly owned indirect subsidiary of UniCredito Italiano. Management fees are calculated daily at the annual rate of 1.25% of the Fund's average daily net assets. Effective December 31, 2003, PIM reduced its fee for managing the Fund to 1.15% of average daily net assets. Simultaneously PIM has contractually agreed not to impose all or a portion of its management fee and, if necessary, to limit other ordinary operating expense to the extent required to reduce Class A expenses to 2.15% of the average daily net assets attributable to Class A shares. The portion of Fund expenses attributable to classes of shares other than Class A will be reduced only to the extent such expenses are reduced for Class A shares. PIM may subsequently recover reimbursed expenses (within three years of being incurred) from the Fund if its expense ratio of the Class A shares is less than the expense limitation of the Class A shares. Each class will reimburse PIM no more than the amount by which that class' expenses were reduced. 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 November 30, 2003, $261,821, was payable to PIM related to management fees, administrative fees and certain other services, and is included in due to affiliates. 3. Transfer Agent PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides substantially all transfer agent and shareowner services to the Fund at negotiated rates. Included in due to affiliates is $101,115 in transfer agent fees owed to PIMSS at November 30, 2003. 4. Distribution and Service Plans The Fund adopted a Plan of Distribution with respect to Class A, Class B, Class C and Class R shares (Class A Plan, Class B Plan, Class C Plan and Class R Plan) in accordance with Rule 12b-1 of the Investment Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service fee of up to 0.25% of the Fund's average daily net assets attributable to Class A shares in reimbursement of its actual expenditures to finance activities primarily intended to result in 40 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. Pursuant to the Class R Plan, the Fund pays PFD 0.50% of the average daily net assets attributable to Class R shares for distribution services. Included in due to affiliates is $78,906 in distribution fees payable to PFD at November 30, 2003. The Fund also has adopted a separate service plan for Class R shares (Service Plan). The Service Plan authorizes the Fund to pay securities dealers, plan administrators or other service organizations that agree to provide certain services to retirement plans or plan participants holdings shares of the Fund a service fee of up to 0.25% of the Fund's average daily net assets attributable to Class R shares held by such plans. In addition, redemptions of each class of shares (except Y 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%. Redemptions of Class R shares within 18 months of purchase may be subject to a CDSC of 1.00%. Proceeds from the CDSCs are paid to PFD. For the year ended November 30, 2003, CDSCs in the amount of $59,130 were paid to PFD. Effective November 1, 2003, the Fund charges a 2.0% redemption fee on shares (except Class B and Class C shares) sold within 30 days of purchase. The Fund plans to implement this fee for Class B and Class C shares as soon as the Fund can implement operational changes. The fee does not apply to certain types of transactions as described in the Fund's prospectus. For the year ended November 30, 2003, the Fund collected $25 in redemption fees, which are included in the Fund's capital account. 41 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 11/30/03 (continued) - -------------------------------------------------------------------------------- 5. Expense Offsets The Fund has entered into certain expense offset arrangements with PIMSS resulting in a reduction in the Fund's total expenses, due to interest earned on cash held by PIMSS. For the year ended November 30, 2003, the Fund's expenses were reduced by $10,240 under such arrangements. 6. Forward Foreign Currency Contracts During the fiscal year ended November 30, 2003, the Fund had entered into various contracts that obligate the Fund to deliver currencies at specified future dates. At the maturity of a contract, the Fund must make delivery of the foreign currency. Alternatively, prior to the settlement date of a portfolio hedge, the Fund may close out such contracts by entering into an offsetting hedge contract. As of November 30, 2003, the Fund had no outstanding portfolio or settlement hedges. 7. 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 is payable at the Federal Funds Rate plus 1/2% on an annualized basis. 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 November 30, 2003, the Fund had no borrowings under this agreement. 8. Tax Information (unaudited) For the fiscal year ending November 30, 2003, the Fund has elected to pass through foreign taxes credits of $1,049,317. 42 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT AUDITORS - -------------------------------------------------------------------------------- To the Board of Trustees and Shareowners of Pioneer Emerging Markets Fund: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Pioneer Emerging Markets Fund (the "Fund") as of November 30, 2003, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the two years in the period then ended. 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. The financial highlights for each of the three years in the period ended November 30, 2001 were audited by other auditors who have ceased operations and whose report, dated January 11, 2002, expressed an unqualified opinion on those financial highlights. 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 and financial highlights. Our procedures included confirmation of securities owned as of November 30, 2003, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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 Emerging Markets Fund at November 30, 2003, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years in the period then ended in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Boston, Massachusetts December 31, 2003 43 This page for your notes. 44 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- TRUSTEES, OFFICERS AND SERVICE PROVIDERS - -------------------------------------------------------------------------------- Investment Adviser Pioneer Investment Management, Inc. Custodian Brown Brothers Harriman & Co. Independent Auditors Ernst & Young LLP Principal Underwriter Pioneer Funds Distributor, Inc. Legal Counsel Hale and Dorr LLP Shareowner Services and Transfer Agent Pioneer Investment Management Shareholder Services, Inc. Trustees and Officers The Fund's Board of Trustees provides broad supervision over the Fund's affairs. The officers of the Fund are responsible for the Fund's operations. The Fund's Trustees and officers are listed below, together with their principal occupations during the past five years. Trustees who are interested persons of the Fund within the meaning of the Investment Company Act of 1940 are referred to as Interested Trustees. Trustees who are not interested persons of the Fund are referred to as Independent Trustees. Each of the Trustees serves as a trustee of each of the 51 U.S. registered investment portfolios for which Pioneer Investment Management, Inc. ("Pioneer") serves as investment adviser (the "Pioneer Funds"). The address for all Interested Trustees and all officers of the Fund is 60 State Street, Boston, Massachusetts 02109. The Fund's statement of additional information provides more detailed information regarding the Fund's Trustees and is available upon request, without charge, by calling 1-800-225-6292. Proxy Voting Policies and Procedures of the Fund are available without charge, upon request, by calling our toll free number (1-800-225-6292). This information is also available at pioneerfunds.com. 45 - -------------------------------------------------------------------------------- INTERESTED TRUSTEES - -------------------------------------------------------------------------------- Name and Age Positions Held With the Fund Term of Office and Length of Service John F. Cogan, Jr. (77)* Chairman of the Board, Since 1994. Trustee and President Serves until a successor trustee is elected or earlier retirement or removal. *Mr. Cogan is an Interested Trustee because he is an officer or director of Pioneer and certain of its affiliates. ======================================================================================================== Osbert M. Hood (51)** Trustee and Since June, 2003. Executive Vice President Serves until a successor trustee is elected or earlier retirement or removal. **Mr. Hood is an Interested Trustee because he is an officer or director of Pioneer and certain of its affiliates. - -------------------------------------------------------------------------------- INDEPENDENT TRUSTEES - -------------------------------------------------------------------------------- Name, Age and Address Positions Held With the Fund Term of Office and Length of Service Mary K. Bush (55) Trustee Since 1997. 3509 Woodbine Street, Serves until a successor trustee is Chevy Chase, MD 20815 elected or earlier retirement or removal. ======================================================================================================== Richard H. Egdahl, M.D. (77) Trustee Since 1994. Boston University Healthcare Serves until a successor trustee is Entrepreneurship Program, elected or earlier retirement or removal. 53 Bay State Road, Boston, MA 02215 ======================================================================================================== 46 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Principal Occupation During Past Five Years Other Directorships Held by this Trustee Deputy Chairman and a Director of Pioneer Global Asset Director of Harbor Global Company, Management S.p.A. ("PGAM"); Non-Executive Chairman Ltd. and a Director of Pioneer Investment Management USA Inc. ("PIM-USA"); Chairman and a Director of Pioneer; Director of Pioneer Alternative Investment Management Limited (Dublin); President and a Director of Pioneer Alternative Investment Management (Bermuda) Limited and affiliated funds; President and Director of Pioneer Funds Distributor, Inc. ("PFD"); President of all of the Pioneer Funds; and Of Counsel (since 2000, partner prior to 2000), Hale and Dorr LLP (counsel to PIM-USA and the Pioneer Funds) ===================================================================================================== President and Chief Executive Officer, PIM-USA since None May, 2003 (Director since January, 2001); President and Director of Pioneer since May, 2003; Chairman and Director of Pioneer Investment Management Shareholder Services, Inc. ("PIMSS") since May, 2003; Executive Vice President of all of the Pioneer Funds since June, 2003; Executive Vice President and Chief Operating Officer of PIM-USA, November 2000 to May 2003; Executive Vice President, Chief Financial Officer and Treasurer, John Hancock Advisers, L.L.C., Boston, MA, November 1999 to November 2000; Senior Vice President and Chief Financial Officer, John Hancock Advisers, L.L.C., April 1997 to November 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Principal Occupation During Past Five Years Other Directorships Held by this Trustee President, Bush International (international financial Director of Brady Corporation advisory firm) (industrial identification and specialty coated material products manufacturer), Millennium Chemicals, Inc. (commodity chemicals), Mortgage Guaranty Insurance Corporation, and R.J. Reynolds Tobacco Holdings, Inc. (tobacco) ===================================================================================================== Alexander Graham Bell Professor of Health Care None Entrepreneurship, Boston University; Professor of Management, Boston University School of Management; Professor of Public Health, Boston University School of Public Health; Professor of Surgery, Boston University School of Medicine; and University Professor, Boston University ===================================================================================================== 47 - -------------------------------------------------------------------------------- INDEPENDENT TRUSTEES - -------------------------------------------------------------------------------- Name, Age and Address Positions Held With the Fund Term of Office and Length of Service Margaret B.W. Graham (56) Trustee Since 1994. 1001 Sherbrooke Street West, Serves until a successor trustee is Montreal, Quebec, Canada elected or earlier retirement or removal. H3A 1G5 ========================================================================================================= Marguerite A. Piret (55) Trustee Since 1994. One Boston Place, 28th Floor, Serves until a successor trustee is Boston, MA 02108 elected or earlier retirement or removal. ========================================================================================================= Stephen K. West (75) Trustee Since 1994. 125 Broad Street, Serves until a successor trustee is New York, NY 10004 elected or earlier retirement or removal. ========================================================================================================= John Winthrop (67) Trustee Since 1994. One North Adgers Wharf, Serves until a successor trustee is Charleston, SC 29401 elected or earlier retirement or removal. - -------------------------------------------------------------------------------- FUND OFFICERS - -------------------------------------------------------------------------------- Name and Age Positions Held With the Fund Term of Office and Length of Service Dorothy E. Bourassa (56) Secretary Serves at the discretion of board. ================================================================================================= Christopher J. Kelley (39) Assistant Secretary Serves at the discretion of board. ================================================================================================= David C. Phelan (46) Assistant Secretary Serves at the discretion of board. ================================================================================================= Vincent Nave (58) Treasurer Serves at the discretion of board. ================================================================================================= Luis I. Presutti (38) Assistant Treasurer Serves at the discretion of board. ================================================================================================= 48 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Other Directorships Held by this Principal Occupation During Past Five Years Trustee Founding Director, The Winthrop Group, Inc. (consulting firm); None Professor of Management, Faculty of Management, McGill University ====================================================================================================== President and Chief Executive Officer, Newbury, Piret & None Company, Inc. (investment banking firm) ====================================================================================================== Senior Counsel, Sullivan & Cromwell (law firm) Director, The Swiss Helvetia Fund, Inc. (closed-end investment company) and AMVESCAP PLC (investment managers) ====================================================================================================== President, John Winthrop & Co., Inc. None (private investment firm) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Other Directorships Held by this Principal Occupation During Past Five Years Officer Secretary of PIM-USA; Senior Vice President-Legal of None Pioneer; and Secretary/Clerk of most of PIM-USA's subsidiaries since October 2000; Secretary of all of the Pioneer Funds since September 2003 (Assistant Secretary from November 2000 to September 2003); and Senior Counsel, Assistant Vice President and Director of Compliance of PIM-USA from April 1998 through October 2000 ================================================================================================== Assistant Vice President and Senior Counsel of Pioneer since None July 2002; Vice President and Senior Counsel of BISYS Fund Services, Inc. (April 2001 to June 2002); Senior Vice President and Deputy General Counsel of Funds Distributor, Inc. (July 2000 to April 2001; Vice President and Associate General Counsel from July 1996 to July 2000); Assistant Secretary of all of the Pioneer Funds since September 2003 ================================================================================================== Partner, Hale and Dorr LLP; Assistant Secretary of all of None Pioneer Funds since September 2003 ================================================================================================== Vice President-Fund Accounting, Administration and Custody None Services of Pioneer (Manager from September 1996 to February 1999); and Treasurer of all of the Pioneer Funds (Assistant Treasurer from June 1999 to November 2000) ================================================================================================== Assistant Vice President-Fund Accounting, Administration None and Custody Services of Pioneer (Fund Accounting Manager from 1994 to 1999); and Assistant Treasurer of all of the Pioneer Funds since November 2000 ================================================================================================== 49 - -------------------------------------------------------------------------------- FUND OFFICERS - -------------------------------------------------------------------------------- Name and Age Positions Held With the Fund Term of Office and Length of Service Gary Sullivan (45) Assistant Treasurer Serves at the discretion of board. ================================================================================================== Katherine Kim Sullivan (30) Assistant Treasurer Serves at the discretion of board. ================================================================================================== 50 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Other Directorships Held by this Principal Occupation During Past Five Years Officer Fund Accounting Manager-Fund Accounting, Administration None and Custody Services of Pioneer; and Assistant Treasurer of all of the Pioneer Funds since May 2002 ================================================================================================ Fund Administration Manager-Fund Accounting, None Administration and Custody Services since June 2003; Assistant Vice President-Mutual Fund Operations of State Street Corporation from June 2002 to June 2003 (formerly Deutsche Bank Asset Management); Pioneer Fund Accounting, Administration and Custody Services (Fund Accounting Manager from August 1999 to May 2002, Fund Accounting Supervisor from 1997 to July 1999); Assistant Treasurer of all of the Pioneer Funds since September 2003 ================================================================================================ 51 - -------------------------------------------------------------------------------- PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS - -------------------------------------------------------------------------------- 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 1-8O0-225-6292. 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 10-digit account number, your three-digit fund number and your four-digit personal identification number at hand. 6-Month Reinstatement Privilege (for Class A and Class B Shares) Enables you to reinvest all or a portion of the money you redeem from your Pioneer account - without paying a sales charge - within 6 months of your redemption. You have the choice of investing in any Pioneer fund provided the account has the exact same registration and meets the fund's minimum investment requirement. Reinstated accounts may only purchase Class A fund shares. 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. 52 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 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.) 53 - -------------------------------------------------------------------------------- HOW TO CONTACT PIONEER - -------------------------------------------------------------------------------- We are pleased to offer a variety of convenient ways for you to contact us for assistance or information. Call us for: Account Information, including existing accounts, new accounts, prospectuses, applications and service forms 1-800-225-6292 FactFone(SM) for automated fund yields, prices, account information and transactions 1-800-225-4321 Retirement plans information 1-800-622-0176 Telecommunications Device for the Deaf (TDD) 1-800-225-1997 Write to us: PIMSS, Inc. P.O. Box 55014 Boston, Massachusetts 02205-5014 Our toll-free fax 1-800-225-4240 Our internet e-mail address ask.pioneer@piog.com (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(R) Pioneer Investment Management, Inc. 60 State Street Boston, Massachusetts 02109 www.pioneerfunds.com 14718-00-0104 (Copyright) 2003 Pioneer Funds Distributor, Inc. Underwriter of Pioneer mutual funds, Member SIPC ITEM 2. CODE OF ETHICS. (a) Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so. The registrant has adopted, as of the end of the period covered by this report, a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer and controller. (b) For purposes of this Item, the term "code of ethics" means written standards that are reasonably designed to deter wrongdoing and to promote: (1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant; (3) Compliance with applicable governmental laws, rules, and regulations; (4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (5) Accountability for adherence to the code. (c) The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless the registrant has elected to satisfy paragraph (f) of this Item by posting its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item. The registrant has made no amendments to the code of ethics during the period covered by this report. (d) If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver. Not applicable. (e) If the registrant intends to satisfy the disclosure requirement under paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item by posting such information on its Internet website, disclose the registrant's Internet address and such intention. Not applicable. (f) The registrant must: (1) File with the Commission, pursuant to Item 10(a), a copy of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as an exhibit to its annual report on this Form N-CSR; (2) Post the text of such code of ethics on its Internet website and disclose, in its most recent report on this Form N-CSR, its Internet address and the fact that it has posted such code of ethics on its Internet website; or (3) Undertake in its most recent report on this Form N-CSR to provide to any person without charge, upon request, a copy of such code of ethics and explain the manner in which such request may be made. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a) (1) Disclose that the registrant's board of trustees has determined that the registrant either: (i) Has at least one audit committee financial expert serving on its audit committee; or (ii) Does not have an audit committee financial expert serving on its audit committee. The registrant's Board of Trustees has determined that the registrant has at least one audit committee financial expert. (2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is "independent." In order to be considered "independent" for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of trustees, or any other board committee: (i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or (ii) Be an "interested person" of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)). Ms. Marguerite A. Piret, an independent trustee, is such an audit committee financial expert. (3) If the registrant provides the disclosure required by paragraph (a)(1) (ii) of this Item, it must explain why it does not have an audit committee financial expert. Not applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. (b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. (c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category. (d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. (e) (1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. (2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. (g) Disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant. (h) Disclose whether the registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. Not applicable; to be answered on annual submissions after December 15, 2003. ITEMS 5-6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company's investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company's investment adviser, or any other third party, that the company uses, or that are used on the company's behalf, to determine how to vote proxies relating to portfolio securities. Not applicable to open-end management investment companies. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) Disclose the conclusions of the registrant's principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, about the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR 270.30a-2(c))) based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph. The registrant's certifying officers have determined that the registrant's disclosure controls and procedures are effective based on our evaluation of these controls and procedures as of a date within 90 days prior to the filing date of this report. (b) Disclose whether or not there were significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 10. EXHIBITS. File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. Filed herewith. (b) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2). Filed herewith. SIGNATURES [See General Instruction F] Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Pioneer Emerging Markets Fund By (Signature and Title)* /s/ John F. Cogan, Jr. John F. Cogan, Jr, President Date January 16, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ John F. Cogan, Jr. John F. Cogan, Jr., President Date January 16, 2004 By (Signature and Title)* /s/ Vincent Nave Vincent Nave, Treasurer Date January 16, 2004 * Print the name and title of each signing officer under his or her signature.