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 811-0000921023 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) Joseph P. Barri, Hale and Dorr LLP, 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: May 31 Date of reporting period: December 1, 2002 through May 31, 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. PIONEER ------- EMERGING MARKETS FUND Semiannual Report 5/31/03 [LOGO] Table of Contents - -------------------------------------------------------------------------------- Letter from the President 1 Portfolio Summary 2 Performance Update 3 Portfolio Management Discussion 8 Schedule of Investments 11 Financial Statements 24 Notes to Financial Statements 33 Trustees, Officers and Service Providers 40 The Pioneer Family of Mutual Funds 41 Programs and Services for Pioneer Shareowners 42 Retirement Plans from Pioneer 44 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- LETTER FROM THE PRESIDENT 5/31/03 - -------------------------------------------------------------------------------- Dear Shareowner, - -------------------------------------------------------------------------------- [Sidebar] - -------------------------------------------------------------------------------- Osbert Hood was recently named Chief Executive Officer and President of Pioneer Investment Management USA Inc., the U.S. investment arm of Pioneer Global Asset Management. Mr. Hood had been Chief Operating Officer at Pioneer U.S. and a key member of the senior management committee. He joined Pioneer in 2000, having previously held senior management positions at both John Hancock Financial Services and American Express. - -------------------------------------------------------------------------------- The favorable conclusion of the war with Iraq coupled with guarded optimism on the economy set off a strong stock market rally after several months of volatility. Corporate bond prices also rose, as investors sought higher returns. After the war, domestic factors such as taxes and the outlook for corporate earnings took center stage. Recent cuts in tax rates on dividends and capital gains, designed to encourage investment and lower personal income taxes, could energize the economy. The Federal Reserve Board appears committed to low interest rates, keeping borrowing costs low for businesses and consumers. Interest rates have been cut in Europe as well, in the hope of reviving sluggish economies on the other side of the Atlantic. Meanwhile, the weaker U.S. dollar is boosting business for American companies that operate in overseas markets. Independent research remains the key Pioneer is not in the business of forecasting economic trends or geopolitical events. Our focus remains, as it has since 1928, on intensive research aimed at finding the best values for our shareowners. Our managers and analysts spend every day looking for companies with strong finances and positive prospects; financially strong companies have greater potential to grow when the economy eventually rights itself. Pioneer's fixed-income experts are also finding bonds both here and overseas that offer good current yields and potential for higher prices. Consult a trusted advisor Whenever the news is troubling, it's tempting to change course. But timing the market - moving in and out as events unfold - can be costly in terms of lost opportunities; there's no predicting when a rebound might begin. You can temper that risk by not speculating on market moves and relying instead on dispassionate professional advice. So invest some time and meet with a trusted financial advisor who brings the dual advantages of knowledge and experience to the table. All of us at Pioneer thank you for your continued business. [Signature of Osbert Hood] Osbert Hood Pioneer Investment Management, Inc. The preceding information is the opinion of Fund management. 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 5/31/03 - -------------------------------------------------------------------------------- Portfolio Diversification - -------------------------------------------------------------------------------- (As a percentage of equity holdings) [THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL] Financials 21% Materials 19% Telecommunication Services 14% Information Technology 11% Consumer Staples 9% Energy 9% Consumer Discretionary 6% Utilities 5% Industrials 4% Health Care 2% Geographical Distribution - -------------------------------------------------------------------------------- (As a percentage of equity holdings) [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL] South Korea 16.3% India 12.1% South Africa 11.7% Brazil 8.6% Taiwan 8.4% Mexico 6.5% Thailand 4.3% Malaysia 3.7% Hong Kong 3.3% Indonesia 3.1% Russia 3.0% Turkey 2.9% Chile 2.9% Singapore 2.3% Hungary 1.9% People's Republic of China 1.9% Israel 1.9% Peru 1.6% Poland 1.4% Other (Individually less than 1%) 2.2% 10 Largest Holdings - -------------------------------------------------------------------------------- (As a percentage of equity holdings) 1. Anglo American Plc 4.31% 2. Telefonos de Mexico SA (A.D.R.) 4.22% 3. Samsung Electronics Co. 2.05% 4. Punjab National Bank Ltd. 1.85% 5. Lukoil Holding (A.D.R.) 1.82% 6. Petroleo Brasilerio SA Petrobras (A.D.R.) 1.80% 7. Hong Kong Electric Holdings Ltd. 1.79% 8. SK Telecom Co., Ltd. 1.77% 9. Pohang Iron and Steel Co., Ltd. (A.D.R.) 1.68% 10. Canara Bank Ltd. 1.66% Fund holdings will vary for other periods. This list excludes money market instruments. 2 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 5/31/03 CLASS A SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 5/31/03 11/30/02 $11.19 $10.11 Distributions per Share Income Short-Term Long-Term (12/1/02 - 5/31/03) Dividends 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 May 31, 2003) Net Asset Public Offering Period Value Price* Life-of-Class (6/23/94) 0.86% 0.19% 5 Years -2.32 -3.47 1 Year -3.29 -8.88 - ------------------------------------------------ * Reflects deduction of the maximum 5.75% sales charge at the beginning of the period and 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 6/94 $9,425 $10,000 $9,128 $11,242 11/95 $8,756 $9,385 $10,558 $10,347 11/97 $11,653 $8,972 $7,902 $6,962 11/99 $12,405 $10,130 $9,726 $7,738 11/01 $8,908 $7,168 $9,088 $7,522 5/03 $10,059 $7,986 + Index comparison begins June 30, 1994. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of 1,009 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 5/31/03 CLASS B SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 5/31/03 11/30/02 $10.43 $9.47 Distributions per Share Income Short-Term Long-Term (12/1/02 - 5/31/03) Dividends 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 May 31, 2003) If If Period Held Redeemed* Life-of-Class (6/23/94) 0.09% 0.09% 5 Years -3.11 -3.30 1 Year -4.05 -7.89 - ----------------------------------------- * Reflects deduction of the maximum applicable contingent deferred sales charge (CDSC) at the end of the period and assumes reinvestment of distributions. The maximum CDSC of 4% declines over six years. [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 $10,000 $10,000 $9,644 $11,242 11/95 $9,199 $9,385 $11,011 $10,347 11/97 $12,069 $8,972 $8,112 $6,962 11/99 $12,641 $10,130 $9,822 $7,738 11/01 $8,924 $7,168 $9,048 $7,522 5/03 $9,965 $7,986 + Index comparison begins June 30, 1994. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of 1,009 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 5/31/03 CLASS C SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 5/31/03 11/30/02 $10.39 $9.42 Distributions per Share Income Short-Term Long-Term (12/1/02 - 5/31/03) Dividends 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 May 31, 2003) Net Asset Public Offering Period Value Price/CDSC* Life-of-Class (1/31/96) -0.89% -1.03% 5 Years -3.16 -3.37 1 Year -3.89 -4.85 - ------------------------------------------------ * Reflects deduction of the 1% sales charge at the beginning of the period and assumes reinvestment of distributions. 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 $9,900 $10,000 $10,285 $9,855 11/97 $11,273 $8,546 $7,559 $6,631 11/99 $11,709 $9,649 $9,129 $7,370 11/01 $8,291 $6,827 $8,407 $7,165 5/03 $9,272 $7,608 The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of 1,009 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 5/31/03 CLASS R SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 5/31/03 4/1/03 $11.19 $9.57 Distributions per Share Income Short-Term Long-Term (4/1/03 - 5/31/03) Dividends 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 May 31, 2003) If If Period Held Redeemed* Life-of-Class** 0.67% 0.67% 5 Years -2.33 -2.33 1 Year -3.29 -4.25 - ----------------------------------------- * 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 $10,000 $10,000 $9,662 $11,242 11/95 $9,184 $9,385 $11,041 $10,347 11/97 $12,158 $8,972 $8,246 $6,962 11/99 $12,946 $10,130 $10,150 $7,738 11/01 $9,296 $7,168 $9,484 $7,522 5/03 $10,497 $7,986 ** 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 commencement of operations 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. + Index comparison begins June 30, 1994. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of 1,009 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 5/31/03 CLASS Y SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 5/31/03 10/31/02 $11.69 $10.51 Distributions per Share Income Short-Term Long-Term (12/1/02 - 5/31/03) Dividends Capital Gains Capital Gains $ - $ - $ - Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the value of a $10,000 investment made in Pioneer Emerging Markets Fund, compared to the growth of the Morgan Stanley Capital International (MSCI) Emerging Markets Free Index. - ----------------------------------------- Average Annual Total Returns (As of May 31, 2003) If If Period Held* Redeemed* Life-of-Class (4/9/98) -3.91% -3.91% 5 Year -1.49 -1.49 1 Year -2.26 -2.26 - ----------------------------------------- * Assumes reinvestment of distributions. [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 $10,000 $10,000 11/98 $6,155 $7,213 11/99 $9,730 $10,495 11/00 $7,672 $8,017 11/01 $7,094 $7,426 11/02 $7,310 $7,794 5/03 $8,131 $8,276 + Index comparison begins April 30, 1998. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of 1,009 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 5/31/03 - -------------------------------------------------------------------------------- For the six months ended May 31, 2003, Pioneer Emerging Markets Fund's Class A shares delivered a total return at net asset value of 10.68%. Over the same time period, the MSCI Emerging Markets Free Index had a total return of 6.03%. 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 the emerging markets. Q: What factors influenced the performance of emerging markets in the six months ended May 31, 2003? A: Emerging markets performance has improved in the last few months as the prospects for global growth are looking better following the swift completion of the war in Iraq. Many expect corporate earnings to strengthen due to corporate restructuring efforts and low interest rates, which reduce financing costs and help propel consumer spending. In the last six months several emerging market countries experienced sharp recoveries in their financial markets. Brazil was one of the strongest performing markets due in part to proposed economic policies by the new president, Luiz Inacio Lula da Silva. The Brazilian market had declined last year on fears that the president would implement populist policies that would lower economic growth prospects and increase financing costs. These fears have proved thus far to be unfounded. Russia also had strong performance in the last six months due to high oil prices (Russia is a major oil producer), prospects for reform in Russia's electric power industry, and due to merger and acquisition activity in the Russian market that highlighted the attractive valuations of Russian stocks. Pioneer Emerging Markets Fund's total return was higher than its benchmark, the MSCI Emerging Markets Free Index, over the last six months. The Fund's focus on Brazil and good stock selection in India contributed positively to performance. The Fund also benefited from its deemphasis on the technology sector, which was the worst performing sector during the last six months due to the disappointing earnings and high valuations of stocks in the sector. 8 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Fund's underweight position in Israel detracted slightly from performance. The Israeli market rebounded after Israel escaped negative repercussions from the war in Iraq (as many had expected), and the prospects for a peaceful settlement of the Israeli/Palestinian conflict improved. Q: What is your investment strategy? A: Our investment process is driven by rigorous research that focuses on companies that sell at a discount to our estimation of fair value, with strong long-term growth prospects and proven management ability. We look for companies that are well positioned in industries with favorable long-term trends and growth potential. We 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: We are particularly optimistic about the prospects for India, Thailand and Indonesia. In India, we find many attractively valued stocks across a range of sectors and are optimistic about the economic growth prospects if the Indian government can continue to pursue economic reform measures. Thailand's economic growth may continue to accelerate as the financial restructuring that has been in progress the last few years begins to reap benefits. Indonesia's political situation has been stable, and Indonesian stocks are among the cheapest in emerging markets. Indonesian interest rates may continue to decline, which would be very positive to the stock market. As for sectors, we continue to maintain an underweight position in the technology sector. We believe earnings are likely to continue to be disappointing due to intense pressure on profit margins, and stock valuations are still high. 9 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 5/31/03 (continued) - -------------------------------------------------------------------------------- Q: What is your outlook? A: We believe emerging markets offer attractive potential due to the low relative valuations in emerging markets. Many companies in emerging markets are gaining global market share by delivering quality products and services at very competitive prices. Due to these trends, we expect earnings and cash flow growth to be strong. The primary risk relates to the health of the global economy, which has a direct impact on export growth and domestic confidence. Still, we believe there is significant value in emerging market stocks relative to their own history and relative to their developed market peers. The preceding information is the opinion of Fund management. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. 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. 10 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/03 (unaudited) - -------------------------------------------------------------------------------- Shares Value PREFERRED STOCKS - 1.6% Banks - 0.5% Diversified Banks - 0.5% 16,765,600 Banco Itau Holding Financeira $ 1,127,099 ------------ Total Banks $ 1,127,099 ------------ Telecommunication Services - 1.1% Integrated Telecommunication Services - 0.8% 133,194 Tele Norte Leste Participacoes (A.D.R.) $ 1,594,332 ------------ Wireless Telecommunication Services - 0.3% 33,700 Telemig Celular Participacoes (A.D.R.) $ 655,128 ------------ Total Telecommunication Services $ 2,249,460 ------------ TOTAL PREFERRED STOCKS (Cost $2,012,140) $ 3,376,559 ------------ COMMON STOCKS - 87.4% Energy - 7.7% Integrated Oil & Gas - 4.3% 485,100 CNOOC Ltd. $ 678,014 250,000 Gas Authority of India Ltd.* 546,576 45,000 Lukoil Holding (A.D.R.) 3,325,781 186,100 Petroleo Brasilerio SA Petrobras (A.D.R.) 3,293,970 131,971,300 Tupras-Turkiye Petrol Rafinerileri AS 1,006,639 ------------ $ 8,850,980 ------------ Oil & Gas Exploration & Production - 1.7% 3,859,400 China Petroleum & Chemical $ 826,450 41,700 Mol Magyar Olaj 1,120,005 1,249,300 PTT Public Co., Ltd. 1,586,318 ------------ $ 3,532,773 ------------ Oil & Gas Refining, Marketing & Transportation - 1.7% 142,600 Bharat Petroleum Corp., Ltd. $ 811,413 117,400 Hindustan Petroleum* 758,905 57,300 Polski Koncern Nafto (G.D.R.) 560,394 69,600 S-Oil Corp. 1,208,933 ------------ $ 3,339,645 ------------ Total Energy $ 15,723,398 ------------ The accompanying notes are an integral part of these financial statements. 11 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/03 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Materials - 17.1% Aluminum - 0.2% 1,057,000 Aluminum Corp. of China Ltd. $ 226,346 11,749 Hindalco Industries Ltd.* 170,950 ------------ $ 397,296 ------------ Commodity Chemicals - 1.5% 45,189 Daelim Industrial Co. $ 844,724 87,300 Reliance Industries Ltd. (144A)* 1,091,250 138,422,000 Ultrapar Participacoes SA 1,065,500 ------------ $ 3,001,474 ------------ Construction Materials - 0.8% 134,327,000 Akcansa Cimento AS* $ 371,303 28,700 Asia Cement Co., Ltd.* 688,420 142,700 Siam Cement Co. Ltd. 458,117 26,970 Suez Cement Co. (G.D.R.) (144A) 199,578 ------------ $ 1,717,418 ------------ Diversified Chemicals - 0.5% 3,300 Israel Chemicals Ltd. $ 4,588 11,497 LG Chemicals, Ltd. 426,977 1,368,274 Sinopac Holdings Co.* 501,503 ------------ $ 933,068 ------------ Diversified Metals & Mining - 1.6% 16,200 Anglo American Platinum Corp., Ltd. $ 543,601 49,200 Companhia Vale do Rio Doce (A.D.R.) 1,378,584 235,700 KGHM Polska Miedz SA* 857,664 1,261,200 Yanzhou Coal Mining (Class H) 553,892 ------------ $ 3,333,741 ------------ Paper Products - 0.5% 48,900 Aracruz Cellulose SA (A.D.R.) $ 972,132 ------------ Precious Metals & Minerals - 8.5% 503,778 Anglo American Plc $ 7,873,422 81,500 Anglogold Ltd. (A.D.R.) 2,373,280 32,220 Anglogold Ltd. 914,409 98,300 Compania de Minas Buenaventura SA 2,894,935 138,400 Gold Fields Ltd.* 1,569,885 158,500 Gold Fields Ltd. (A.D.R.)* 1,803,730 ------------ $ 17,429,661 ------------ The accompanying notes are an integral part of these financial statements. 12 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Specialty Chemicals - 0.9% 685,277 Formosa Plastic Corp. $ 899,859 921,540 Nan Ya Plastics Corp. 960,104 ------------ $ 1,859,963 ------------ Steel - 2.7% 802,921 China Steel Corp., Ltd. $ 468,081 133,900 Pohang Iron & Steel Co., Ltd. (A.D.R.)* 3,074,344 261,000 Remgro Ltd. 1,980,965 ------------ $ 5,523,390 ------------ Total Materials $ 35,168,143 ------------ Capital Goods - 2.1% Building Products - 0.7% 70,700 Daewoo Heavy Industries & Machinery Ltd.* $ 614,020 18,500 Hanil Cement Co. Ltd.* 742,142 ------------ $ 1,356,162 ------------ Metal Fabricators - 0.2% 25,470 Korea Zinc Co. $ 421,340 ------------ Constuction & Engineering - 0.4% 6,265,500 Enka Insaat VE Sanayi AS $ 225,804 35,700 LG Construction Ltd. 620,099 ------------ $ 845,903 ------------ Electrical Components & Equipment - 0.6% 120,000 Bharat Heavy Electricals (Demat Shares) $ 654,998 335,800 Techtronic Industries Co. 523,164 ------------ $ 1,178,162 ------------ Industrial Conglomerates - 0.2% 548,000 China Resources Enterprise Ltd. $ 456,746 ------------ Total Capital Goods $ 4,258,313 ------------ Commercial Services & Supplies - 0.7% Data Process Services - 0.2% 1,151,000 Shinawatra Computer Co., Plc $ 460,510 ------------ Diversified Commercial Services - 0.5% 201,816 Bidvest Group Ltd. $ 1,052,286 ------------ Total Commercial Services & Supplies $ 1,512,796 ------------ The accompanying notes are an integral part of these financial statements. 13 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/03 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Transportation - 1.2% Marine - 1.0% 880,000 Evergreen Marine Corp. $ 662,857 323,050 Hyundai Merchant Marine Co. 729,468 159,300 Samsung Heavy Industries Co., Ltd.* 682,526 ------------ $ 2,074,851 ------------ Railroads - 0.2% 194,200 Malaysia International Shipping Bhd. $ 390,955 ------------ Total Transportation $ 2,465,806 ------------ Automobiles & Components - 3.1% Auto Parts & Equipment - 0.9% 369,850 Cycle & Carriage $ 1,119,465 30,500 Hyundai Mobis 702,585 200,000 Mirgor Sacifia (A.D.R.) (144A)* - ------------ $ 1,822,050 ------------ Automobile Manufacturers - 2.2% 121,000 Edaran Otomobile Nasional Bhd $ 283,395 97,870 Hyundai Heavy Industries 1,898,306 83,669,800 Koc Holdings AS 913,400 937,461 PT Astra International* 406,120 514,900 Sime Darby Bhd 691,050 109,740 Tata Engineering & Locomotive Co.* 400,381 ------------ $ 4,592,652 ------------ Total Automobiles & Components $ 6,414,702 ------------ Consumer Durables & Apparel - 0.8% Homebuilding - 0.2% 4,590,600 Ayala Land, Inc. $ 431,650 ------------ Leisure Products - 0.6% 36,099 Bajaj Auto Ltd. (Demat Shares) $ 395,461 770,500 Berjaya Sports Toto Bhd 705,616 ------------ $ 1,101,077 ------------ Total Consumer Durables & Apparel $ 1,532,727 ------------ The accompanying notes are an integral part of these financial statements. 14 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Hotels, Restaurants & Leisure - 0.3% Hotels, Resorts & Cruise Lines - 0.1% 47,371 Indian Hotels Co., Ltd. $ 191,972 ------------ Restaurants - 0.2% 487,000 Kentucky Fried Chicken Bhd $ 445,989 ------------ Total Hotels, Restaurants & Leisure $ 637,961 ------------ Media - 1.0% Advertising - 0.2% 4,900 Cheil Communications, Inc. $ 502,564 ------------ Broadcasting & Cable TV - 0.2% 58,600 BEC World Public Co., Ltd. $ 311,672 ------------ Media - 0.2% 258,745 Balaji Telefilms Ltd. $ 298,806 ------------ Movies & Entertainment - 0.4% 338,100 Tanjong Plc $ 880,839 ------------ Total Media $ 1,993,881 ------------ Retailing - 0.5% General Merchandise Stores - 0.5% 2,255,200 Global Green Technology Group $ 335,447 11,800 LG Home Shopping 755,434 ------------ Total Retailing $ 1,090,881 ------------ Food & Drug Retailing - 3.1% Food Distributors - 0.6% 78,000 Compania Cervecerias Unidas SA $ 1,297,920 ------------ Food Retail - 2.5% 110,000 Brasil Distributor Pao Acu (A.D.R.)* $ 1,666,500 21,800 CJ Corp. 934,028 47,700 Distribucion y Servicio D&A SA 547,119 52,635,000 Migros Turk T.A.S. 511,985 161 President Chain Store Corp. 215 6,279,000 PT Indofood Sukses Makmur Tbk 661,146 151,750 Tata Tea Ltd. (Demat Shares)* 732,770 ------------ $ 5,053,763 ------------ Total Food & Drug Retailing $ 6,351,683 ------------ The accompanying notes are an integral part of these financial statements. 15 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/03 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Food, Beverage & Tobacco - 4.3% Agricultural Products - 0.2% 294,000 IOI Corp. Bhd. $ 394,579 ------------ Distillers & Vintners - 1.6% 17,413,000 Andalou Efes Biracilik VE $ 365,563 80,700 Companhia de Bebidas PR (A.D.R.) 1,614,000 590,500 Grupo Modelo SA de CV 1,331,042 ------------ $ 3,310,605 ------------ Soft Drinks - 1.6% 111,300 Embotelladora Andina SA (A.D.R.) $ 895,965 19,800 Fomento Economico Mexicano, SA de CV 790,020 157,000 Fraser & Neave Ltd. 787,489 1,536,000 Sermsuk Public Co., Ltd. 831,663 ------------ $ 3,305,137 ------------ Tobacco - 0.9% 76,000 British American Tabacco (Malaysia) Bhd $ 785,000 446,000 PT Gudang Garam Public Co., Ltd.* 536,703 1,199,000 PT Hanjaya Mandala Sampoerna Tbk 555,493 ------------ $ 1,877,196 ------------ Total Food, Beverage & Tobacco $ 8,887,517 ------------ Household & Personal Products - 0.6% Household Products - 0.6% 133,917,080 Arcelik AS $ 515,426 28,800 LG Household & Health Care Ltd. 753,945 ------------ Total Household & Personal Products $ 1,269,371 ------------ Health Care Equipment & Supplies - 1.2% Health Care Distributors - 1.2% 49,400 Teva Pharmaceutical Industries Ltd. $ 2,504,037 ------------ Total Health Care Equipment & Supplies $ 2,504,037 ------------ Pharmaceuticals & Biotechnology - 1.1% Biotechnology - 0.3% 30,700 Dr. Reddy's Laboratories (A.D.R.) $ 592,510 ------------ The accompanying notes are an integral part of these financial statements. 16 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Pharmaceuticals - 0.8% 11,800 Gideon Richter Sons (G.D.R.) $ 882,050 45,340 Ranbaxy Laboratories Ltd. 655,849 2 Sun Pharmaceutical Industries Ltd. (Demat Shares) 13 ------------ $ 1,537,912 ------------ Total Pharmaceuticals & Biotechnology $ 2,130,422 ------------ Banks - 12.5% Diversified Banks - 12.5% 47,968 Banco Bradesco SA* $ 959,840 28,052 Banco Santiago 612,375 132,820 Bangkok Bank Ltd. (Foreign Shares)* 216,381 716,300 Bank of Baroda 1,778,563 29,239 Bank Zachodni 488,946 1,234,660 Canara Bank Ltd.* 3,035,447 1,585,885 Chinatrust Financial Holding Co., Ltd.* 1,222,024 817,000 Commerce Asset Holdings Bhd 709,500 62,200 Commercial International Bank 379,967 108,193 Development Bank of Singapore Ltd. 611,295 1,015,500 Kasikornbank* 954,920 19,000 Kookmin Bank (A.D.R.)* 543,210 18,231 Kookmin Bank* 515,716 492,100 Malayan Banking Bhd 1,113,700 128,800 MISR International (144A) 138,460 2,721,100 National Finance Public Co., Ltd.* 899,645 829,000 Oriental Bank of Commerce 2,379,276 105,000 Overseas-Chinese Banking Corp., Ltd. 556,933 1,709,500 PT Bank Central Asia Tbk 545,147 11,383,385 PT Lippo Bank* 719,167 543,875 Public Bank Bhd (Foreign Shares) 400,750 886,900 Punjab National Bank Ltd.* 3,383,876 457,000 Siam Commercial Bank Plc (Foreign Shares)* 394,154 217,000 Standard Bank Group Ltd. 870,705 145,100 State Bank of India 1,087,170 37,000 State Bank of India (G.D.R.) (144A) 666,000 123,821,695 Turkiye Is Bankasi (Isbank)* 409,417 ------------ Total Banks $ 25,592,584 ------------ The accompanying notes are an integral part of these financial statements. 17 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/03 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Diversified Financials - 3.9% Diversified Financial Services - 3.9% 33,225,000 Alarko Holding AS $ 523,137 3,098,294 China Development Financial* 1,126,652 1,136,000 Fubon Group* 888,473 749,200 Grupo Financiero Bancomer (B Shares)* 651,589 204,526,413 Haci Omer Sabanci Holding AS 490,205 1,286,300 Kiatnakin Finance Plc 878,283 625,600 Old Mutual Plc 892,879 632,400 RMB Holdings Ltd. 812,720 25,400 Samsung Securities Co., Ltd. 571,447 888,400 Sanlam Ltd. 730,874 5,211,700 SM Prime Holdings 470,450 ------------ Total Diversified Financials $ 8,036,709 ------------ Insurance - 1.3% Multi-Line Insurance - 0.4% 14,100 Samsung Fire & Marine Insurance $ 758,065 ------------ Property & Casualty Insurance - 0.9% 1,657,820 Cathay Financial Holdings Co. $ 1,937,712 ------------ Total Insurance $ 2,695,777 ------------ Software & Services - 1.0% Application Software - 1.0% 22,700 Check Point Software Technologies Ltd.* $ 426,760 15,350 Infosys Technologies Ltd. 872,423 90,200 Satyam Computer Services Ltd. 753,170 ------------ Total Software & Services $ 2,052,353 ------------ The accompanying notes are an integral part of these financial statements. 18 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Technology Hardware & Development - 6.1% Semiconductors - 1.4% 263,150 Hon Hai Precision Industry $ 880,964 1,350,000 Taiwan Semiconductor Manufacturing Co. 2,084,416 ------------ $ 2,965,380 ------------ Communications Equipment - 1.1% 100,800 Empresa Nacional De Telecom $ 529,147 69,100 Matav Rt (A.D.R.) 1,494,633 9,100 Samsung Electro Mechanics Co., Ltd. 268,333 ------------ $ 2,292,113 ------------ Computer Hardware - 0.3% 516,600 Compal Electronics $ 593,382 ------------ Computer Storage & Peripherals - 0.4% 454,000 Quanta Computer, Inc. $ 910,620 ------------ Electronic Equipment & Instruments - 2.6% 346,000 Asustek Computer, Inc. $ 808,831 30,500 Elbit Systems Ltd. 565,586 269,850 Elec & Eltek International Co., Ltd. 507,318 21,110 LG Electronics Inc. 708,032 820,000 Phoenixtec Power Co., Ltd. 712,323 10,050 Samsung Display Devices* 642,568 1,838,000 Varitronix International Ltd.* 1,284,466 ------------ $ 5,229,124 ------------ Office Electronics - 0.3% 75,800 Baiksan OPC Co. $ 573,672 ------------ Total Technology Hardware & Development $ 12,564,291 ------------ Semiconductors - 2.2% 13,970 Samsung Electronics Co. $ 3,743,821 1,226,000 United Microelectronics Corp., Ltd. 771,336 ------------ Total Semiconductors $ 4,515,157 ------------ The accompanying notes are an integral part of these financial statements. 19 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/03 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Telecommunication Services - 11.6% Alternate Carriers - 0.3% 1,510,000 Singapore Post Ltd.* $ 557,163 ------------ Integrated Telecommunication Services - 7.7% 263,400 Asia Satellite Telecommunications Holdings Ltd. $ 432,321 25,700 Brasil Telecom Participacoes SA 958,096 46,900 Compania de Telephonos de Chile SA (A.D.R.)* 548,730 89,400 KT Corp. 1,715,586 193,000 Mahanagar Telephone Nigam Ltd. 781,650 126,400 PT Indosat Indonesian Satellite Corp. 1,423,264 37,300 TelecomAsia Corp. Public Co., Ltd.* 869,090 254,600 Telefonos de Mexico SA (A.D.R.) 7,714,380 65,876 Telekomunik Indonesia SP (A.D.R.) 747,693 194,600 Telekomunikacja Polska SA 700,300 ------------ $ 15,891,110 ------------ Wireless Telecommunication Services - 3.6% 401,100 Advanced Service Co., Ltd. $ 494,889 75,200 Alumax, Inc. 1,373,152 166,000 China Mobile Ltd. 378,886 69,600 Mobinil-Egyptian Mobile Services* 582,543 180,300 SK Telecom Co., Ltd.* 3,236,385 1,294,900 United Communication Industry Public Co., Ltd.* 462,243 358,900 Venfin Ltd.* 755,602 ------------ $ 7,283,700 ------------ Total Telecommunication Services $ 23,731,973 ------------ Utilities - 4.0% Electric Utilities - 3.2% 1,201,300 Empresa Nacional de Electricid SA* $ 363,007 5,726,000 Enersis SA* 502,584 822,000 Hong Kong Electric Holdings Ltd. 3,278,029 56,700 Korea Electric Power Corp.* 935,620 66,040 Unified Energy System (G.D.R.) (144A)* 1,499,662 ------------ $ 6,578,902 ------------ The accompanying notes are an integral part of these financial statements. 20 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Gas Utilities - 0.6% 30,200 Gazprom (A.D.R.) (144A)* $ 547,284 2,352,000 PetroChina Co., Ltd. 582,063 ------------ $ 1,129,347 ------------ Water Utilities - 0.2% 51,200 Cia Saneamento Basic de Estado de Sao Paulo* $ 468,480 ------------ Total Utilities $ 8,176,729 ------------ TOTAL COMMON STOCKS (Cost $158,135,247) $179,307,211 ============ RIGHTS/WARRANTS - 0.0% Telecommunication Services - 0.0% Integrated Telecommunication Services - 0.0% 526,420 TelecomAsia Public Co., Ltd. (Foreign Shares) (144A)* $ - ------------ Total Telecommunication Services $ - ------------ Utilities - 0.0% Electric Utilities - 0.0% 16,839,547 Enerisis SA/Chile Rights, Exp. 5/27/03 $ 68,158 ------------ Total Utilities $ 68,158 ------------ TOTAL RIGHTS/WARRANTS - 0.0% (Cost $173,308) $ 68,158 ============ The accompanying notes are an integral part of these financial statements. 21 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/03 (unaudited) (continued) - -------------------------------------------------------------------------------- Principal Amount Value TEMPORARY CASH INVESTMENTS - 11.0% Repurchase Agreement - 4.4% $9,000,000 Credit Suisse First Boston Group, Inc., 1.21%, dated 5/31/03, repurchase price of $9,000,000 plus accrued interest on 6/2/03, collateralized by $11,133,000 U.S. Treasury Bills, 11.875%, 11/15/03 $ 9,000,000 ------------ Total Repurchase Agreement $ 9,000,000 ------------ Security Lending Collateral - 6.6% 13,520,093 Security Lending Investment Fund, 1.24% $ 13,520,093 ------------ Total Security Lending Collateral $ 13,520,093 ------------ TOTAL TEMPORARY CASH INVESTMENTS (Cost $22,520,093) $ 22,520,093 ============ TOTAL INVESTMENT IN SECURITIES - 100.0% (Cost $182,840,788) (a)(b)(c)(d) $205,272,021 ============ *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 May 31, 2003, the value of these securities amounted to $4,142,234 or 2.2% of net assets. The accompanying notes are an integral part of these financial statements. 22 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (a) Distribution of investments by country of issue, as a percentage of total equity holdings, is as follows: South Korea 16.3% India 12.1 South Africa 11.7 Brazil 8.6 Taiwan 8.4 Mexico 6.5 Thailand 4.3 Malaysia 3.7 Hong Kong 3.3 Indonesia 3.1 Russia 3.0 Turkey 2.9 Chile 2.9 Singapore 2.3 Hungary 1.9 People's Republic of China 1.9 Israel 1.9 Peru 1.6 Poland 1.4 Other (individually less than 1%) 2.2 ----- 100.0% ===== (b) At May 31, 2003, the net unrealized gain on investments based on cost for federal income tax purposes of $190,910,192 was as follows: Aggregate gross unrealized gain for all investments in which there is an excess of value over tax cost $20,358,558 Aggregate gross unrealized loss for all investments in which there is an excess of tax cost over value (5,996,729) ----------- Net unrealized gain $14,361,829 =========== (c) At November 30, 2002, the Fund had a capital loss carryforward of $102,854,065 which will expire between 2005 and 2010 if not utilized. This amount includes a net capital loss carryforward of $11,360,631, which may be limited from the merger with Pioneer Indo-Asia Fund. (d) The Fund has elected to defer approximately $458,734 of capital losses recognized between November 1, 2002 and November 30, 2002 to its fiscal year ending November 30, 2003. Purchases and sales of securities (excluding temporary cash investments) for the six months ended May 31, 2003 aggregated $99,546,672 and $126,871,612, respectively. The accompanying notes are an integral part of these financial statements. 23 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- BALANCE SHEET 5/31/03 (unaudited) - -------------------------------------------------------------------------------- ASSETS: Investment in securities, at value (including securities loaned of $12,910,723) (cost $182,840,788) $205,272,021 Cash 206,791 Foreign currencies, at value (cost $1,276,782) 1,274,000 Receivables - Investment securities sold 765,771 Fund shares sold 1,332,946 Dividends, interest and foreign taxes withheld 778,788 Other 56,579 ------------ Total assets $209,686,896 ------------ LIABILITIES: Payables - Investment securities purchased $ 2,167,473 Fund shares repurchased 998,641 Upon return of securities loaned 13,520,093 Due to affiliates 352,148 Accrued expenses 196,971 ------------ Total liabilities $ 17,235,326 ------------ NET ASSETS: Paid-in capital $284,560,634 Accumulated undistributed net investment income 870,355 Accumulated net realized loss on investments and foreign currency transactions (115,417,358) Net unrealized gain on investments 22,431,233 Net unrealized gain on other assets and liabilities denominated in foreign currencies 6,706 ------------ Total net assets $192,451,570 ============ NET ASSET VALUE PER SHARE: (Unlimited number of shares authorized) Class A (based on $100,933,462/9,023,637 shares) $ 11.19 ============ Class B (based on $29,048,215/2,784,008 shares) $ 10.43 ============ Class C (based on $16,944,030/1,631,226 shares) $ 10.39 ============ Class R (based on $584.86/52.247 shares) $ 11.19 ============ Class Y (based on $45,525,278/3,895,402 shares) $ 11.69 ============ MAXIMUM OFFERING PRICE: Class A ($11.19 \d 94.25%) $ 11.87 ============ Class C ($10.39 \d 99.00%) $ 10.49 ============ The accompanying notes are an integral part of these financial statements. 24 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS (unaudited) - -------------------------------------------------------------------------------- For the Six Months Ended 5/31/03 INVESTMENT INCOME: Dividends (net of foreign taxes withheld of $430,579) $ 3,534,148 Interest 99,985 Income from securities loaned, net 18,033 ----------- Total investment income $ 3,652,166 ----------- EXPENSES: Management fees $ 1,183,159 Transfer agent fees Class A 383,435 Class B 114,796 Class C 79,145 Class Y 386 Distribution fees Class A 118,120 Class B 139,009 Class C 128,045 Administrative fees 69,845 Custodian fees 161,322 Registration fees 12,548 Professional fees 36,919 Printing 36,018 Fees and expenses of nonaffiliated trustees 6,241 Miscellaneous 10,045 ----------- Total expenses $ 2,479,033 Less fees paid indirectly (4,234) ----------- Net expenses $ 2,474,799 ----------- Net investment income $ 1,177,367 ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: Net realized loss from: Investments $(4,053,872) Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (328,814) $(4,382,686) ----------- ----------- Change in net unrealized gain from: Investments $22,041,416 Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies 807 $22,042,223 ----------- ----------- Net gain on investments and foreign currency transactions $17,659,537 ----------- Net increase in net assets resulting from operations $18,836,904 =========== The accompanying notes are an integral part of these financial statements. 25 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- For the Six Months Ended 5/31/03 and the Year Ended 11/30/02 Six Months Ended 5/31/03 Year Ended (unaudited) 11/30/02 FROM OPERATIONS: Net investment income (loss) $ 1,177,367 $ (59,802) Net realized loss on investments and foreign currency transactions (4,382,686) (6,850,042) Change in net unrealized gain on investments and foreign currency transactions 22,042,223 11,816,839 ------------ ------------ Net increase in net assets resulting from operations $ 18,836,904 $ 4,906,995 ------------ ------------ FROM FUND SHARE TRANSACTIONS: Net proceeds from sale of shares $ 77,080,051 $114,568,023 Cost of shares repurchased (99,059,928) (101,995,702) ------------ ------------ Net increase (decrease) in net assets resulting from fund share transactions $(21,979,877) $ 12,572,321 ------------ ------------ Net increase (decrease) in net assets $ (3,142,973) $ 17,479,316 NET ASSETS: Beginning of period 195,594,543 178,115,227 ------------ ------------ End of period (including accumulated undistributed net investment income (loss) of $870,355 and ($307,012), respectively) $192,451,570 $195,594,543 ============ ============ The accompanying notes are an integral part of these financial statements. 26 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS (continued) - -------------------------------------------------------------------------------- For the Six Months Ended 5/31/03 and the Year Ended 11/30/02 '03 Shares '03 Amount (unaudited) (unaudited) '02 Shares '02 Amount CLASS A Shares sold 6,314,069 $ 62,861,749 7,039,890 $71,150,944 Less shares repurchased (6,686,979) (67,074,972) (5,990,249) (62,097,443) ---------- ------------ ---------- ----------- Net increase (decrease) (372,910) $ (4,213,223) 1,049,641 $ 9,053,501 ========== ============ ========== =========== CLASS B Shares sold 200,674 $ 1,891,448 1,068,819 $10,821,885 Less shares repurchased (550,725) (5,166,304) (1,751,093) (17,570,205) ---------- ------------ ---------- ----------- Net decrease (350,051) $ (3,274,856) (682,274) $(6,748,320) ========== ============ ========== =========== CLASS C Shares sold 715,953 $ 6,763,458 2,410,668 $24,425,468 Less shares repurchased (2,189,680) (20,387,442) (1,013,787) (10,077,921) ---------- ------------ ---------- ----------- Net increase (decrease) (1,473,727) $(13,623,984) 1,396,881 $14,347,547 ========== ============ ========== =========== CLASS R (a) Shares sold 52 $ 500 Less shares repurchased - - ---------- ------------ Net increase 52 $ 500 ========== ============ CLASS Y Shares sold 566,322 $ 5,562,896 712,741 $ 8,169,726 Less shares repurchased (638,137) (6,431,210) (1,045,883) (12,250,133) ---------- ------------ ---------- ----------- Net decrease (71,815) $ (868,314) (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. 27 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Six Months Ended 5/31/03 Year Ended CLASS A (unaudited) 11/30/02 Net asset value, beginning of period $ 10.11 $ 9.91 -------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.07 $ (0.01) Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions 1.01 0.21 -------- ------- Net increase (decrease) from investment operations $ 1.08 $ 0.20 Distributions to shareowners: Net realized gain - - -------- ------- Net increase (decrease) in net asset value $ 1.08 $ 0.20 -------- ------- Net asset value, end of period $ 11.19 $ 10.11 ======== ======= Total return* 10.68% 2.02% Ratio of net expenses to average net assets+ 2.68%** 2.58% Ratio of net investment income (loss) to average net assets+ 1.23%** (0.09)% Portfolio turnover rate 111%** 101% Net assets, end of period (in thousands) $100,933 $94,999 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 2.68%** 2.58% Net investment income (loss) 1.23%** (0.09)% Ratios with waiver of management fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 2.67%** 2.57% Net investment income (loss) 1.24%** (0.08)% Year Ended Year Ended Year Ended Year Ended CLASS A 11/30/01 11/30/00 11/30/99 11/30/98 Net asset value, beginning of period $ 10.82 $ 13.80 $ 8.79 $ 14.42 ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.00(a) $ (0.17) $ (0.09) $ 0.00(a) Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions (0.91) (2.81) 5.10 (4.23) ------- ------- ------- ------- Net increase (decrease) from investment operations $ (0.91) $ (2.98) $ 5.01 $ (4.23) Distributions to shareowners: Net realized gain - - - (1.40) ------- ------- ------- ------- Net increase (decrease) in net asset value $ (0.91) $ (2.98) $ 5.01 $ (5.63) ------- ------- ------- ------- Net asset value, end of period $ 9.91 $ 10.82 $ 13.80 $ 8.79 ======= ======= ======= ======= Total return* (8.41)% (21.59)% 57.00% (32.19)% Ratio of net expenses to average net assets+ 2.76% 2.19% 2.44% 2.26% Ratio of net investment income (loss) to average net assets+ (0.04)% (1.13)% (0.73)% 0.07% Portfolio turnover rate 177% 139% 180% 195% Net assets, end of period (in thousands) $82,739 $88,175 $91,092 $76,257 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 2.76% 2.19% 2.44% 2.27% Net investment income (loss) (0.04)% (1.13)% (0.73)% 0.06% Ratios with waiver of management fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 2.74% 2.16% 2.40% 2.25% Net investment income (loss) (0.02)% (1.10)% (0.69)% 0.08% * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios 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. 28 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Six Months Ended 5/31/03(a) Year Ended CLASS B (unaudited) 11/30/02 Net asset value, beginning of period $ 9.47 $ 9.34 ------- ------- Increase (decrease) from investment operations: Net investment loss $ 0.02 $ (0.58) Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions 0.94 0.71 ------- ------- Net increase (decrease) from investment operations $ 0.96 $ 0.13 Distributions to shareowners: Net realized gain - - ------- ------- Net increase (decrease) in net asset value $ 0.96 $ 0.13 ------- ------- Net asset value, end of period $ 10.43 $ 9.47 ======= ======= Total return* 10.14% 1.39% Ratio of net expenses to average net assets+ 3.45%** 3.21% Ratio of net investment loss to average net assets+ 0.42%** (0.66)% Portfolio turnover rate 111%** 101% Net assets, end of period (in thousands) $29,048 $29,674 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 3.45%** 3.21% Net investment income (loss) 0.42%** (0.66)% Ratios with waiver of management fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 3.44%** 3.21% Net investment income (loss) 0.43%** (0.66)% Year Ended Year Ended Year Ended Year Ended CLASS B 11/30/01 11/30/00 11/30/99 11/30/98 Net asset value, beginning of period $ 10.28 $ 13.23 $ 8.49 $ 14.09 ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment loss $ (0.10) $ (0.34) $ (0.17) $ (0.12) Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions (0.84) (2.61) 4.91 (4.08) ------- ------- ------- ------- Net increase (decrease) from investment operations $ (0.94) $ (2.95) $ 4.74 $ (4.20) Distributions to shareowners: Net realized gain - - - (1.40) ------- ------- ------- ------- Net increase (decrease) in net asset value $ (0.94) $ (2.95) $ 4.74 $ (5.60) ------- ------- ------- ------- Net asset value, end of period $ 9.34 $ 10.28 $ 13.23 $ 8.49 ======= ======= ======= ======== Total return* (9.14)% (22.30)% 55.83% (32.79)% Ratio of net expenses to average net assets+ 3.59% 3.05% 3.20% 3.09% Ratio of net investment loss to average net assets+ (0.87)% (1.97)% (1.53)% (0.84)% Portfolio turnover rate 177% 139% 180% 195% Net assets, end of period (in thousands) $35,651 $40,763 $51,093 $35,954 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 3.59% 3.05% 3.20% 3.10% Net investment income (loss) (0.87)% (1.97)% (1.53)% (0.85)% Ratios with waiver of management fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 3.58% 3.03% 3.18% 3.08% Net investment income (loss) (0.86)% (1.95)% (1.51)% (0.83)% (a) The per share data presented above is based on the average shares outstanding for the period presented. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 29 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Six Months Ended 5/31/03(a) Year Ended CLASS C (unaudited) 11/30/02 Net asset value, beginning of period $ 9.42 $ 9.29 ------- ------- Increase (decrease) from investment operations: Net investment loss $ 0.02 $ (0.18) Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions 0.95 0.31 ------- ------- Net increase (decrease) from investment operations $ 0.97 $ 0.13 Distributions to shareowners: Net realized gain - - ------- ------- Net increase (decrease) in net asset value $ 0.97 $ 0.13 ------- ------- Net asset value, end of period $ 10.39 $ 9.42 ======= ======= Total return* 10.30% 1.40% Ratio of net expenses to average net assets+ 3.24%** 3.16% Ratio of net investment loss to average net assets+ 0.46%** (0.63)% Portfolio turnover rate 111%** 101% Net assets, end of period (in thousands) $16,944 $29,239 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 3.24%** 3.16% Net investment income (loss) 0.46%** (0.63)% Ratios with waiver of management fees by PIM and reduction for fees paid indirectly: Net expenses 3.24%** 3.15% Net investment income (loss) 0.47%** (0.62)% Year Ended Year Ended Year Ended Year Ended CLASS C 11/30/01 11/30/00 11/30/99 11/30/98 Net asset value, beginning of period $ 10.23 $ 13.12 $ 8.47 $ 14.08 ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment loss $ (0.01) $ (0.14) $ (0.29) $ (0.08) Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions (0.93) (2.75) 4.94 (4.13) ------- ------- ------- ------- Net increase (decrease) from investment operations $ (0.94) $ (2.89) $ 4.65 $ (4.21) Distributions to shareowners: Net realized gain - - - (1.40) ------- ------- ------- ------- Net increase (decrease) in net asset value $ (0.94) $ (2.89) $ 4.65 $ (5.61) ------- ------- ------- ------- Net asset value, end of period $ 9.29 $ 10.23 $ 13.12 $ 8.47 ======= ======= ======= ======= Total return* (9.19)% (22.03)% 54.90% (32.90)% Ratio of net expenses to average net assets+ 3.57% 2.85% 3.82% 3.32% Ratio of net investment loss to average net assets+ (0.81)% (1.81)% (2.09)% (1.08)% Portfolio turnover rate 177% 139% 180% 195% Net assets, end of period (in thousands) $15,864 $12,861 $11,656 $12,162 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 3.57% 2.85% 3.82% 3.33% Net investment income (loss) (0.81)% (1.81)% (2.09)% (1.09)% Ratios with waiver of management fees by PIM and reduction for fees paid indirectly: Net expenses 3.55% 2.82% 3.80% 3.31% Net investment income (loss) (0.79)% (1.78)% (2.07)% (1.07)% (a) The per share data presented above is based on the average shares outstanding for the period presented. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios 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 - -------------------------------------------------------------------------------- 4/1/03 to 5/31/03 (unaudited) CLASS R (a) Net asset value, beginning of period $ 9.57 ------ Increase from investment operations: Net investment income $ 0.06 Net realized and unrealized gain on investments, futures contracts and foreign currency transactions 1.56 ------ Net increase from investment operations $ 1.62 Net increase in net asset value $ 1.62 ------ Net asset value, end of period $11.19 ====== Total return* 16.93% Ratio of net expenses to average net assets+ 2.14%** Ratio of net investment income to average net assets+ 2.96%** Portfolio turnover rate 111%** Net assets, end of period (in thousands) $ 1 Ratios with reduction for fees paid indirectly: Net expenses 2.14%** Net investment income 2.96%** (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. 31 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Six Months Ended 5/31/03 Year Ended CLASS Y (unaudited) 11/30/02 Net asset value, beginning of period $ 10.51 $ 10.20 ------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.13 $ 0.13 Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions 1.05 0.18 ------- ------- Net increase (decrease) from investment operations $ 1.18 $ 0.31 Distributions to shareowners: Net realized gain - - ------- ------- Net increase (decrease) in net asset value $ 1.18 $ 0.31 ------- ------- Net asset value, end of period $ 11.69 $ 10.51 ======= ======= Total return* 11.23% 3.04% Ratio of net expenses to average net assets+ 1.61%** 1.58% Ratio of net investment income (loss) to average net assets+ 2.32%** 0.93% Portfolio turnover rate 111%** 101% Net assets, end of period (in thousands) $45,525 $41,683 Ratios with reduction for fees paid indirectly: Net expenses 1.61%** 1.58% Net investment income (loss) 2.32%** 0.93% Year Ended Year Ended Year Ended 4/9/98 to CLASS Y 11/30/01 11/30/00 11/30/99 11/30/98 Net asset value, beginning of period $ 11.03 $ 13.99 $ 8.85 $ 14.55 ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.10 $ (0.10) $ 0.01 $ - Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions (0.93) (2.86) 5.13 (5.55) ------- ------- ------- ------- Net increase (decrease) from investment operations $ (0.83) $ (2.96) $ 5.14 $ (5.55) Distributions to shareowners: Net realized gain - - - (0.15) ------- ------- ------- ------- Net increase (decrease) in net asset value $ (0.83) $ (2.96) $ 5.14 $ (5.70) ------- ------- ------- ------- Net asset value, end of period $ 10.20 $ 11.03 $ 13.99 $ 8.85 ======= ======= ======= ======= Total return* (7.52)% (21.16)% 58.08% (38.32)% Ratio of net expenses to average net assets+ 1.80% 1.62% 1.68% 1.75%** Ratio of net investment income (loss) to average net assets+ 0.96% (0.62)% (0.71)% 0.06%** Portfolio turnover rate 177% 139% 180% 195% Net assets, end of period (in thousands) $43,861 $47,378 $27,225 $ 1,241 Ratios with reduction for fees paid indirectly: Net expenses 1.80% 1.60% 1.61% 1.75%** Net investment income (loss) 0.96% (0.60)% (0.64)% 0.06%** * 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. ** 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 - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 5/31/03 (unaudited) - -------------------------------------------------------------------------------- 1. Organization and Significant Accounting Policies Pioneer Emerging Markets Fund (the Fund) is a Delaware business trust registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The investment objective of the Fund is to seek 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 revenues and expenses during the reporting periods. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Fund, which are in conformity with those generally accepted in the investment company industry: A. Security Valuation Security transactions are recorded as of trade date. The net asset value is computed once daily, on each day the New York Stock Exchange is open, as of the close of regular trading on the Exchange. In computing the net asset value, securities are valued at the last sale price on the principal exchange where they are traded. Securities that have not traded on the date of valuation, or securities for which sale prices are not generally reported, are valued at the mean between the last bid and asked prices. Securities for which market quotations are not readily available are valued at their fair values as determined by, or under the direction of, the Board of Trustees. 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 asset value of the 33 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 5/31/03 (unaudited) (continued) - -------------------------------------------------------------------------------- Fund's shares are determined as of such times. 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 is informed of the ex-dividend data in the exercise of reasonable diligence. Interest income including interest on income bearing cash accounts is recorded on the accrual basis. Dividends and interest income are recorded 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. 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. 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 34 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 May 31, 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 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 35 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 5/31/03 (unaudited) (continued) - -------------------------------------------------------------------------------- capital gains and/or the repatriation of foreign currencies in certain countries. During the six months ended May 31, 2003, the Fund paid no 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. Any 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 May 31, 2003, the Fund had no reserve related to capital gains. Any 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 May 31, 2003, the fund had no reserve related to taxes on the repatriation of foreign currencies. 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. 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 $6,274 in underwriting commissions on the sale of Fund shares during the six months ended May 31, 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 36 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 each class of shares based on their 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 and gain or loss in the value of the loaned securities that may occur during the term of the loan will be for 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 fair value of the collateral is adjusted daily to reflect any price fluctuation in the value of the loaned securities. The value of loaned securities and cash collateral at period end are disclosed on the balance sheet. 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 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. 37 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 5/31/03 (unaudited) (continued) - -------------------------------------------------------------------------------- 2. Management Agreement PIM 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. 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 May 31, 2003, $210,332, was payable to PIM related to management fees, administrative fees and certain other services. 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 $81,277 in transfer agent fees owed to PIMSS at May 31, 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 under the Investment Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service fee of up to 0.25% of the Fund's average daily net assets in reimbursement of its actual expenditures to finance activities primarily intended to result in the sale of Class A shares. Pursuant to the Class B Plan and the Class C Plan, the Fund pays PFD 1.00% of the average daily net assets attributable to each class of shares. The fee consists of a 0.25% service fee and a 0.75% distribution fee paid as compensation for personal services and/or account maintenance services or distribution services with regard to Class B and Class C shares. 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 $60,539 in distribution fees payable to PFD at May 31, 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 holding 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. 38 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 six months ended May 31, 2003, CDSCs in the amount of $32,807 were paid to PFD. 5. Expense Offsets The Fund has entered into certain expense offset arrangements resulting in a reduction in the Fund's total expenses. For the six months ended May 31, 2003, the Fund's expenses were reduced by $4,234 under such arrangements. 6. Forward Foreign Currency Contracts At May 31, 2003, The Fund may enter into 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 May 31, 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 six months ended May 31, 2003, there was no borrowing under such agreement. 39 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- TRUSTEES, OFFICERS AND SERVICE PROVIDERS - -------------------------------------------------------------------------------- Trustees Officers John F. Cogan, Jr., Chairman John F. Cogan, Jr., President Mary K. Bush Osbert M. Hood, Executive Richard H. Egdahl, M.D. Vice President* Margaret B.W. Graham Vincent Nave, Treasurer Marguerite A. Piret Joseph P. Barri, Secretary Osbert M. Hood* Stephen K. West John Winthrop Investment Adviser Pioneer Investment Management, Inc. Custodian Brown Brothers Harriman & Co. Principal Underwriter Pioneer Funds Distributor, Inc. Legal Counsel Hale and Dorr LLP Shareowner Services and Transfer Agent Pioneer Investment Management Shareholder Services, Inc. * Mr. Hood was elected Trustee and Executive Vice President on June 3, 2003. Daniel T. Geraci resigned as Executive Vice President and Trustee of the Fund on 4/30/03. 40 - -------------------------------------------------------------------------------- THE PIONEER FAMILY OF MUTUAL FUNDS - -------------------------------------------------------------------------------- For information about any Pioneer mutual fund, please contact your investment professional, or call Pioneer at 1-800-225-6292. Ask for a free fund information kit, which includes a fund prospectus. Please read the prospectus carefully before you invest. U.S. Equity Pioneer Fund Pioneer Balanced Fund Pioneer Equity Income Fund Pioneer Core Equity Fund* Pioneer Growth Shares Pioneer Mid Cap Growth Fund Pioneer Mid Cap Value Fund Pioneer Real Estate Shares Pioneer Small Cap Value Fund Pioneer Small Company Fund Pioneer Value Fund International/Global Equity Pioneer Emerging Markets Fund Pioneer Europe Select Fund Pioneer Europe Fund Pioneer International Equity Fund Pioneer International Value Fund Fixed Income Pioneer America Income Trust Pioneer Bond Fund Pioneer High Yield Fund Pioneer Strategic Income Fund Pioneer Tax Free Income Fund Money Market Pioneer Cash Reserves Fund** * Name change effective May 1, 2002 ** An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. 41 - -------------------------------------------------------------------------------- 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. 42 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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.) 43 - -------------------------------------------------------------------------------- RETIREMENT PLANS FROM PIONEER - -------------------------------------------------------------------------------- Pioneer has a long history of helping people work toward their retirement goals, offering plans suited to the individual investor and businesses of all sizes. For more information on Pioneer retirement plans, contact your investment professional, or call Pioneer at 1-800-622-0176. Individual Retirement Accounts (IRAs) Traditional IRA* For anyone under age 70 1/2 earning income. Individuals can contribute up to $3,000 annually. Earnings are tax-deferred, and contributions may be tax-deductible. Roth IRA* Available to single individuals earning less than $110,000 in income annually, and married couples with joint income less than $160,000. Contributions of up to $3,000 a year are not tax-deductible, but all earnings are tax-free for qualified withdrawals. Distributions are tax and penalty-free if certain conditions are met. Employer-Sponsored Plans Uni-K Plan* A 401(k) plan designed specifically for any business that employs only owners and their spouses. Participants can make salary deferral contributions up to $11,000 per year. In addition, each year the business may contribute up to 25% of pay. 401(k) Plan* Allows employees to make pre-tax contributions through payroll deduction, up to $11,000 per year. Employers' contributions are discretionary. The 401(k) offers companies maximum flexibility. SIMPLE IRA Plan* The Savings Incentive Match PLan for Employees (SIMPLE) is designed for employers with 100 or fewer eligible employees. Employees can decide whether to contribute. Employers must contribute. Most retirement plan withdrawals must meet specific conditions to avoid penalties. 44 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 403(b) Plan* Also known as a Tax-Sheltered Account (TSA), this plan lets employees of public schools, non-profit hospitals and other tax-exempt organizations make pre-tax contributions through payroll deduction. SEP-IRA The Simplified Employee Pension (SEP) plan lets self-employed people and small-business owners make tax-deductible contributions of up to 25% of income, while maintaining complete contribution flexibility each year. Profit Sharing Plan Companies can decide each year whether - and how much - to contribute to participants, up to 25% of each participant's pay. Can include vesting schedules that are not available with a SEP-IRA. Age-Based Profit Sharing Plan Employer contributions are flexible, but are based on a formula using age and salary. Each year, a business can contribute up to 25% of the total eligible payroll. Money Purchase Pension Plan (MPP) Allows employer contributions, up to 25% of pay annually. Companies must contribute a fixed percentage of pay each year. Defined Benefit Pension Plan Requires a business to contribute enough each year to fund a specific future benefit. Most beneficial to older employees who need to accumulate assets rapidly. * Special Catch-Up Provisions are available to individuals age 50 and older to contribute additional amounts to their retirement accounts. For more information, call our Retirement Plans Information line at 1-800-622-0176. Most retirement plan withdrawals must meet specific conditions to avoid penalties. 45 - -------------------------------------------------------------------------------- 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 Investment Management, Inc. 13605-00-0703 60 State Street (Copyright) 2003 Pioneer Funds Distributor, Inc. Boston, Massachusetts 02109 Underwriter of Pioneer mutual funds, Member SIPC www.pioneerfunds.com 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. Not applicable for semiannual reports; to be answered on annual submissions after July 15, 2003. 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. (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)). (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 for semiannual reports; to be answered on annual submissions after July 15, 2003. 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 for semiannual reports; 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. Not applicable for semiannual reports; to be answered on annual submissions after July 15, 2003. (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. Not applicable. (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 August 5, 2003 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 August 5, 2003 By (Signature and Title)* /s/ Vincent Nave Vincent Nave, Treasurer Date August 5, 2003 * Print the name and title of each signing officer under his or her signature.