OMB APPROVAL OMB Number: 3235-0570 Expires: November 30, 2005 Estimated average burden hours per response..... 5.0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES 		Investment Company Act file number 811-08448 Pioneer Emerging Markets Fund (Exact name of registrant as specified in charter) 60 State Street, Boston, MA 02109 (Address of principal executive offices) (ZIP code) Dorothy E. Bourassa, Pioneer Investment Management, Inc., 60 State Street, Boston, MA 02109 (Name and address of agent for service) Registrant's telephone number, including area code: (617) 742-7825 Date of fiscal year end: November 30 Date of reporting period: December 1, 2003 through May 31, 2004 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1.REPORTS TO SHAREOWNERS. PIONEER ------------------------ EMERGING MARKETS FUND Semiannual Report 5/31/04 [LOGO] PIONEER Investments(R) Table of Contents - -------------------------------------------------------------------------------- Letter to Shareowners 1 Portfolio Summary 2 Performance Update 3 Portfolio Management Discussion 8 Schedule of Investments 11 Financial Statements 26 Notes to Financial Statements 35 Trustees, Officers and Service Providers 44 Pioneer Family of Funds 45 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- LETTER TO SHAREOWNERS 5/31/04 - -------------------------------------------------------------------------------- Dear Shareowner, - -------------------------------------------------------------------------------- The nation's stock markets looked past the ongoing economic expansion this spring to focus on broader concerns. The result was a period of volatility that wiped out the year's early gains. Markets then recovered, and, at the end of May, most major indices were within a point or two of their year-end levels, with mid-cap stocks modestly outperforming large- and small-cap segments. A variety of influences combined to stifle enthusiasm: investors began to question the level of stock valuations; unprecedented worldwide demand for energy amid ongoing terror threats and Mideast turmoil drove the price of oil to record highs, with U.S. gasoline prices exceeding $2.00 a gallon; and interest rates began to move higher. Outside the United States, some emerging markets that had been stellar performers pulled back from their highs despite strong fundamentals. Treasury bond yields were higher - and their prices lower - - than at year-end, while corporate and high-yield issues also saw prices fall and yields rise as interest rates edged upward. The economic recovery can no longer be called jobless; government figures attest to brisk hiring across most sectors in recent months. Increased job creation reflects growing employer confidence that profits will grow further as the expansion moves ahead. Better job prospects also led to a rebound in consumer confidence following a dip in February. But the strength of the recovery made investors cautious, as rising energy and commodity prices kindled inflationary fears and brought clear signals that the Federal Reserve Board will raise short-term interest rates, perhaps moderating consumer and business outlays. Pioneer's managers believe that any rate increases will be gradual; the Federal Reserve has no desire to cut off the expansion. Furthermore, with short-term rates at the lowest levels in decades, U.S. businesses can adapt comfortably to somewhat higher borrowing costs. In addition, the federal income tax cuts that have helped bolster growth over the past several quarters remain in place. Higher interest rates and the economy's direction could have important implications for the way your portfolio is balanced, so an appointment with your professional financial advisor may well be in order. More growth choices from Pioneer When you talk to your advisor, ask to hear about the Pioneer Oak Ridge and Pioneer Papp Funds. These six additions to our product lineup are designed to broaden your opportunities to pursue growth. Please consider the Funds' investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other information about the Fund and should be read carefully before you invest or send money. To obtain a prospectus and for other information on any Pioneer fund, contact your investment advisor, call 1-800-225-6292 or visit our web site www.pioneerfunds.com. Respectfully, /s/ Osbert M. Hood Osbert M. Hood, President Pioneer Investment Management, Inc. Any information in this shareholder report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of Fund management as of the date of this report. These statements should not be relied upon for any other purposes. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. 1 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PORTFOLIO SUMMARY 5/31/04 - -------------------------------------------------------------------------------- Portfolio Diversification - -------------------------------------------------------------------------------- (As a percentage of equity holdings) [THE FOLLOWING DATA WAS PRESENTED AS A PIE CHART IN THE PRINTED MATERIAL.] Financials 17.7% Materials 15.9% Energy 13.3% Information Technology 12.7% Telecommunication Services 12.1% Consumer Discretionary 8.3% Consumer Staples 8.2% Industrials 6.0% Utilities 3.1% Health Care 2.7% Geographical Distribution - -------------------------------------------------------------------------------- (As a percentage of equity holdings) [THE FOLLOWING DATA WAS PRESENTED AS A BAR CHART IN THE PRINTED MATERIAL.] South Korea 21.0% Brazil 13.1% Taiwan 9.9% South Africa 6.5% Russia 6.2% India 5.6% Mexico 4.6% Thailand 4.5% Malaysia 3.9% Turkey 3.4% Chile 3.1% People's Republic of China 2.4% Singapore 2.3% Indonesia 2.2% Hong Kong 1.7% Hungary 1.4% Israel 1.3% Peru 1.1% Poland 1.1% Egypt 1.1% Other (Individually less than 1%) 3.6% 10 Largest Holdings - -------------------------------------------------------------------------------- (As a percentage of equity holdings)* 1. Samsung Electronics Co. 4.55% 2. Petroleo Brasileiro SA Petrobras (A.D.R.) 2.71 3. Alumax, Inc. 1.99 4. Lukoil Holding (A.D.R.) 1.94 5. SK Telecom Co., Ltd. 1.63 6. Companhia Vale do Rio Doce (A.D.R) 1.46 7. Telefonos de Mexico SA 1.45 8. Surgutneftegaz (A.D.R.) 1.40 9. Anglo American Plc 1.37 10. Pohang Iron & Steel Co., Ltd. (A.D.R.) 1.34 *This list excludes temporary cash and derivative investments. Fund holdings will vary for other periods. 2 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 5/31/04 CLASS A SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 5/31/04 12/1/03 $14.94 $14.47 Distributions per Share Short-Term Long-Term (12/1/03 - 5/31/04) Dividends Capital Gains Capital Gains $0.0357 $ -- $ -- 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, 2004) Net Asset Public Offering Period Value Price* Life-of-Class (6/23/94) 3.79% 3.17% 5 Years 6.60 5.36 1 Year 34.09 26.41 All returns reflect reinvestment of distributions at net asset value. * Reflects deduction of the maximum 5.75% sales charge at the beginning of the period. [THE FOLLOWING DATA WAS PRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL.] Value of $10,000 Investment+ 6/30/1994 $9,425 $10,000 $9,128 $11,242 $8,756 $9,385 11/30/1996 $10,558 $10,347 $11,653 $8,972 11/30/1998 $7,902 $6,962 $12,405 $10,130 11/30/2000 $9,726 $7,738 $8,908 $7,168 11/30/2002 $9,088 $7,522 $13,008 $10,596 5/31/2004 $13,488 $11,293 Performance data shown represents past performance. Past performance does not guarantee future results. Assumes reinvestment of all distributions at net asset value. Investment return and principal value fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance shown. For performance data that is current to the most recent month-end, please call 1-800-225-6292 or visit our web site www.pioneerfunds.com. + Index comparison begins June 30, 1994. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of securities trading in 26 emerging markets; it reflects only those securities available to foreign investors. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any sales charges, fees or expenses. You cannot invest directly in the Index. 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. 3 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 5/31/04 CLASS B SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 5/31/04 12/1/03 $13.87 $13.46 Distributions per Share Short-Term Long-Term (12/1/03 - 5/31/04) 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, 2004) If If Period Held Redeemed* Life-of-Class (6/23/94) 3.01% 3.01% 5 Years 5.79 5.63 1 Year 33.27 29.27 All returns reflect reinvestment of distributions at net asset value. * Reflects deduction of the maximum applicable contingent deferred sales charge (CDSC) at the end of the period. The maximum CDSC of 4% declines to zero over six years. [THE FOLLOWING DATA WAS PRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL.] Value of $10,000 Investment+ 6/30/1994 $10,000 $10,000 $9,644 $11,242 $9,199 $9,385 11/30/1996 $11,011 $10,347 $12,069 $8,972 11/30/1998 $8,112 $6,962 $12,641 $10,130 11/30/2000 $9,822 $7,738 $8,924 $7,168 11/30/2002 $9,048 $7,522 $12,860 $10,596 5/31/2004 $13,281 $11,293 Performance data shown represents past performance. Past performance does not guarantee future results. Assumes reinvestment of all distributions at net asset value. Investment return and principal value fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance shown. For performance data that is current to the most recent month-end, please call 1-800-225-6292 or visit our web site www.pioneerfunds.com. + Index comparison begins June 30, 1994. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of securities trading in 26 emerging markets; it reflects only those securities available to foreign investors. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any sales charges, fees or expenses. You cannot invest directly in the Index. 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. 4 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 5/31/04 CLASS C SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 5/31/04 12/1/03 $13.81 $13.39 Distributions per Share Short-Term Long-Term (12/1/03 - 5/31/04) 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, 2004) If If Period Held Redeemed Life-of-Class (1/31/96) 2.68% 2.68% 5 Years 5.83 5.83 1 Year 33.11 33.11 All returns reflect reinvestment of distributions at net asset value. * The performance of Class C shares does not reflect the 1% front-end sales charge in effect prior to February 1, 2004. If you paid a 1% sales charge, your returns would be lower than those shown above. Class C shares held for less than 1 year are subject to a 1% contingent deferred sales charge. [THE FOLLOWING DATA WAS PRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL.] Value of $10,000 Investment+ 1/31/1996 $10,000 $10,000 $10,386 $9,855 $11,384 $8,546 11/30/1998 $7,633 $6,631 $11,824 $9,649 11/30/2000 $9,219 $7,370 $8,372 $6,827 11/30/2002 $8,489 $7,165 $12,067 $10,093 5/31/2004 $12,464 $10,758 Performance data shown represents past performance. Past performance does not guarantee future results. Assumes reinvestment of all distributions at net asset value. Investment return and principal value fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance shown. For performance data that is current to the most recent month-end, please call 1-800-225-6292 or visit our web site www.pioneerfunds.com. + The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of securities trading in 26 emerging markets; it reflects only those securities available to foreign investors. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any sales charges, fees or expenses. You cannot invest directly in the Index. 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. 5 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 5/31/04 CLASS R SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 5/31/04 12/1/03 $14.87 $14.51 Distributions per Share Short-Term Long-Term (12/1/03 - 5/31/04) Dividends Capital Gains Capital Gains $0.1528 $ -- $ -- 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, 2004) If If Period Held Redeemed* Life-of-Class** (6/23/94) 3.37% 3.37% 5 Years 6.27 6.27 1 Year 34.60 34.60 All returns reflect reinvestment of distributions at net asset value. * Reflects deduction of a 1% CDSC. Shares sold within 18 months of purchase may be subject to the CDSC. [THE FOLLOWING DATA WAS PRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL.] Value of $10,000 Investment+ 6/30/1994 $10,000 $10,000 $9,663 $11,242 $9,215 $9,385 11/30/1996 $11,067 $10,347 $12,153 $8,972 11/30/1998 $8,199 $6,962 $12,808 $10,130 11/30/2000 $9,992 $7,738 $9,106 $7,168 11/30/2002 $9,243 $7,522 $13,254 $10,596 5/31/2004 $13,747 $11,293 Performance data shown represents past performance. Past performance does not guarantee future results. Assumes reinvestment of all distributions at net asset value. Investment return and principal value fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance shown. For performance data that is current to the most recent month-end, please call 1-800-225-6292 or visit our web site www.pioneerfunds.com. 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. For the period after April 1, 2003, the actual performance of Class R shares is reflected, which performance may be influenced by the smaller asset size of Class R shares compared to Class A shares. + Index comparison begins June 30, 1994. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of securities trading in 26 emerging markets; it reflects only those securities available to foreign investors. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any sales charges, fees or expenses. You cannot invest directly in the Index. 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 5/31/04 CLASS Y SHARES - -------------------------------------------------------------------------------- Share Prices and Distributions - -------------------------------------------------------------------------------- Net Asset Value per Share 5/31/04 12/1/03 $15.63 $15.19 Distributions per Share Short-Term Long-Term (12/1/03 - 5/31/04) Dividends Capital Gains Capital Gains $0.1567 $ -- $ -- 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, 2004) If If Period Held* Redeemed* Life-of-Class (4/9/98) 1.61% 1.61% 5 Year 7.53 7.53 1 Year 35.38 35.38 * Assumes reinvestment of distributions at net asset value. [THE FOLLOWING DATA WAS PRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL.] Value of $10,000 Investment+ 4/30/1998 $10,000 $10,000 $6,155 $7,213 $9,730 $10,495 11/30/2000 $7,672 $8,017 $7,094 $7,426 11/30/2002 $7,310 $7,794 $10,572 $10,979 5/31/2004 $11,007 $11,702 Performance data shown represents past performance. Past performance does not guarantee future results. Assumes reinvestment of all distributions at net asset value. Investment return and principal value fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance shown. For performance data that is current to the most recent month-end, please call 1-800-225-6292 or visit our web site www.pioneerfunds.com. + Index comparison begins April 30, 1998. The MSCI Emerging Markets Free Index is an unmanaged, capitalization-weighted measure of securities trading in 26 emerging markets; it reflects only those securities available to foreign investors. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any sales charges, fees or expenses. You cannot invest directly in the Index. 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. 7 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 5/31/04 - -------------------------------------------------------------------------------- For the six months ended May 31, 2004, Pioneer Emerging Markets Fund's Class A, B and C shares delivered total returns at net asset value of 3.7%, 3.3% and 3.3%, respectively. Over the same time period, the MSCI Emerging Markets Free Index had a total return of 6.6%. In the following discussion, Mark Madden, portfolio manager of the Pioneer Emerging Markets Fund, addresses the factors affecting 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, 2004? A: A combination of accelerating economic growth, attractive stock valuations, positive economic reforms, strong commodity prices and low interest rates led to strong returns in emerging markets from March 2003 to early April 2004. However, beginning in mid-April 2004, emerging markets experienced declines due to a number of factors. First, interest rates started to climb higher as investors anticipated that the U.S. Federal Reserve might change monetary policy. Investors sought safe-haven investments, while withdrawing funds from emerging markets and other higher risk asset classes. Second, concerns about potential overheating in China's economy led to declines in Chinese stocks and stocks throughout Asia. Third, rising oil and energy prices were perceived to pose a threat to global growth, while increasing the risk of inflation. Last, concerns relating to political developments in several countries further dampened emerging market returns. Over the last six months, the total return for the Pioneer Emerging Markets Fund was below that of the benchmark MSCI Emerging Markets Free Index. One area that contributed to the Fund's underperformance was the weak performance of Brazilian stocks. Higher global interest rates have been particularly damaging to Brazil's stock market due to the country's reliance on external debt. However, we remain positive on Brazil's outlook, and we believe investors are failing adequately to recognize the improvements that have been made in the Brazilian economy in recent years. Brazil now has both a large fiscal surplus and a current account surplus, domestic real interest rates are the lowest in more than a decade, and there is substantial pent-up domestic demand that should help propel the economy. 8 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Q: What is your investment strategy? A: Our investment process is driven by rigorous research that focuses on companies with strong long-term growth prospects and proven management ability that sell at a discount to our estimation of fair value. We look for companies that we see as well positioned in countries and 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: As for countries, we currently favor Brazil, Thailand and Turkey. In all three markets we see very attractive stock valuations and improved economic prospects. Recent volatility has provided an opportunity, in our opinion, to add to positions at cheap prices. The Fund had long maintained an overweight in India, but we have recently reduced that position to only slightly above the index weight following the recent elections. In a surprising outcome, Sonia Gandhi and the Congress party coalition soundly defeated the incumbent National Democratic Alliance (NDA) party. The NDA party and the former prime minister, A.B. Vajpayee, had been credited with the progress seen in the Indian economy over the last few years. Investors became concerned that the new administration may not have the same emphasis on economic reforms that may be necessary for future growth. We are more cautious on our outlook for India until we see the policies that the new administration plans to implement. As for sectors, we like the energy and consumer staples sectors. Energy stocks are enjoying increasing profitability due to tight supply and strong demand, and we expect this to continue in the medium term. Consumer spending is picking up in many countries and we expect the attractively valued stocks in the consumer staples sector to benefit from this trend. We are less optimistic on the technology sector, where we do not believe stronger demand can be sustained. Technology stock valuations are expensive relative to other sectors, profit margins continue to be under pressure, and a weaker dollar may further erode profit margins of emerging 9 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 5/31/04 (continued) - -------------------------------------------------------------------------------- markets firms that export most of their production to the United States. Q: What is your outlook? A: In our last annual report, we wrote that we were optimistic on the prospects for emerging markets over the next several years, although we did expect some correction in the coming year. Emerging markets have been correcting over the last two months, and we expect this volatility may continue in the near term. However, the basis for our longer term optimism remains in place. Stock valuations in emerging markets are less expensive than in developed markets, while economic growth rates of developing countries are higher than those of developed markets. In addition, many companies in emerging markets are gaining global market share by delivering quality products and services at very competitive prices. The main risk to these investments relates to the potential for global growth to falter. On the other hand, if growth is too strong, inflation may accelerate, leading to higher interest rates and lower stock valuations. We believe that the markets are already beginning to price in these risks, and an opportunity is developing to acquire stocks with strong long-term prospects at attractive prices. Investing in emerging markets carries its own set of risks, including but not limited to, currency fluctuations, and social and economic instability. However, we feel confident that the long-term prospects invite serious consideration. Any information in this shareholder report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of Fund management as of the date of this report. These statements should not be relied upon for any other purposes. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. 10 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/04 (unaudited) - -------------------------------------------------------------------------------- Shares Value PREFERRED STOCKS - 3.2% Materials - 0.3% Diversified Metals & Mining - 0.3% 2,016,000 Caemi Mineracao e Metalurgia SA* $ 823,254 ------------ Total Materials $ 823,254 ------------ Capital Goods - 0.1% Industrial Conglomerates - 0.1% 43,800 LG Corp.* $ 346,037 ------------ Total Capital Goods $ 346,037 ------------ Banks - 0.7% Diversified Banks - 0.7% 23,373,000 Banco Itau Holding Financeira $ 1,965,286 ------------ Total Banks $ 1,965,286 ------------ Telecommunication Services - 1.6% Integrated Telecommunication Services - 0.8% 179,094 Tele Norte Leste Participacoes (A.D.R.)* $ 2,027,344 ------------ Wireless Telecommunication Services - 0.8% 52,100 Telemig Celular Participacoes (A.D.R.) (e)* $ 1,498,396 94,700 Telesp Celular Participacoes (A.D.R.) (e)* 667,635 ------------ $ 2,166,031 ------------ Total Telecommunication Services $ 4,193,375 ------------ Utilities - 0.5% Electric Utilities - 0.5% 244,400 Centrais Electricas Brasileiras SA (A.D.R.) (e)* $ 1,134,260 ------------ Total Utilities $ 1,134,260 ------------ TOTAL PREFERRED STOCKS (Cost $7,383,410) $ 8,462,212 ------------ COMMON STOCKS - 92.2% Energy - 12.6% Integrated Oil & Gas - 8.1% 4,076,000 CNOOC, Ltd. $ 1,738,830 44,300 Lukoil Holding (A.D.R.)* 4,928,375 298,800 Petroleo Brasileiro SA Petrobras (A.D.R.)* 6,884,352 52,100 Sibneft (A.D.R.) (e)* 1,351,057 The accompanying notes are an integral part of these financial statements. 11 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Integrated Oil & Gas - (continued) 109,700 Surgutneftegaz (A.D.R.) (e)* $ 3,565,250 127,269,300 Tupras-Turkiye Petrol Rafinerileri AS 762,853 77,600 Yukos 2,429,850 ------------ $ 21,660,567 ------------ Oil & Gas Equipment & Services - 0.3% 17,900 Samchully Co., Ltd.* $ 842,353 ------------ Oil & Gas Exploration & Production - 2.2% 3,085,400 China Petroleum & Chemical $ 1,157,893 47,500 Mol Magyar Olaj 1,824,257 1,436,000 Panva Gas Holdings, Ltd.* 626,419 554,000 PTT Public Co., Ltd. 2,103,452 ------------ $ 5,712,021 ------------ Oil & Gas Refining, Marketing & Transportation - 2.0% 952,000 China Aviation Oil Singapore $ 902,503 7,216,600 Petron Corp. 393,680 64,500 Polski Koncern Nafto (G.D.R.) 948,150 66,500 S-Oil Corp. 2,618,313 17,600 TelecomAsia Corp. Public Co., Ltd. 582,560 ------------ $ 5,445,206 ------------ Total Energy $ 33,660,147 ------------ Materials - 14.6% Aluminum - 0.3% 783,000 Aluminum Corp. of China, Ltd. $ 444,535 104,000 Catcher Technology Co., Ltd.* 402,581 ------------ $ 847,116 ------------ Commodity Chemicals - 1.2% 31,789 Daelim Industrial Co.* $ 1,056,449 23,300 Micro Inks, Ltd. 243,804 39,200 Reliance Industries, Ltd. (144A)* 836,920 117,456,000 Ultrapar Participacoes SA 1,133,016 ------------ $ 3,270,189 ------------ The accompanying notes are an integral part of these financial statements. 12 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Construction Materials - 1.1% 235,072,250 Akcansa Cimento AS $ 497,073 38,830 Asia Cement Co., Ltd.* 856,961 124,000 Siam Cement Co., Ltd.* 703,156 112,000 Siam City Cement Co., Ltd. 629,586 26,970 Suez Cement Co. (G.D.R.)* 244,079 ------------ $ 2,930,855 ------------ Diversified Chemical - 0.7% 3,300 Israel Chemicals, Ltd. $ 5,689 20,597 LG Chemicals, Ltd.* 725,184 2,097,274 Sinopac Holdings Co. 1,126,518 ------------ $ 1,857,391 ------------ Diversified Metals & Mining - 3.7% 66,500 Anglo American Plc* $ 1,401,820 37,900 Antofagasta Plc 625,220 85,700 Companhia Vale do Rio Doce (A.D.R.) 3,719,380 28,800 Industrias Penoles SA 103,506 135,500 KGHM Polska Miedz SA* 957,067 33,100 Norilsk Nickel* 1,828,775 1,173,200 Yanzhou Coal Mining (Class H) 1,106,345 ------------ $ 9,742,113 ------------ Gold - 0.4% 207,700 IAMGOLD Corp. (e) $ 1,171,428 ------------ Paper Products - 0.4% 37,000 Aracruz Cellulose SA (A.D.R.)* $ 1,202,500 ------------ Precious Metals & Minerals - 3.6% 166,478 Anglo American Plc $ 3,470,264 24,620 Anglogold Ashanti, Ltd. 876,277 69,000 Anglogold Ashanti, Ltd. (A.D.R.) (e) 2,416,380 120,100 Compania de Minas Buenaventura SA 2,813,943 ------------ $ 9,576,864 ------------ Specialty Chemicals - 1.0% 760,393 Formosa Plastic Corp. $ 1,090,676 1,105,052 Nan Ya Plastics Corp. 1,488,877 ------------ $ 2,579,553 ------------ The accompanying notes are an integral part of these financial statements. 13 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Steel - 2.2% 998,069 China Steel Corp., Ltd.* $ 907,472 107,400 Pohang Iron & Steel Co., Ltd. (A.D.R.) (e) 3,415,320 130,100 Remgro, Ltd. 1,467,977 ------------ $ 5,790,769 ------------ Total Materials $ 38,968,778 ------------ Capital Goods - 3.9% Building Products - 0.7% 94,800 Daewoo Heavy Industries & Machinery, Ltd.* $ 1,021,675 20,130 Hanil Cement Co., Ltd.* 845,304 ------------ $ 1,866,979 ------------ Construction, Farm Machinery & Heavy Trucks - 0.3% 144,036 Punjab Tractors, Ltd.* $ 691,544 ------------ Construction & Engineering - 1.0% 1,870,000 CTCI, Corp.* $ 987,607 18,273,243 Enka Insaat VE Sanayi AS 349,887 54,290 Kyeryong Construction Industrial Co., Ltd.* 550,126 43,700 LG Construction, Ltd.* 682,988 ------------ $ 2,570,608 ------------ Electrical Components & Equipment - 0.6% 117,000 Bharat Heavy Electricals (Demat Shares) $ 1,192,810 94,601 Crompton Greaves, Ltd.* 307,696 ------------ $ 1,500,506 ------------ Industrial Conglomerates - 0.6% 432,000 China Resources Enterprise, Ltd. $ 540,405 86,000 LG Corp.* 1,177,930 ------------ $ 1,718,335 ------------ Industrial Machinery - 0.5% 93,900 Daewoo Heavy Industries & Machinery, Ltd.* $ 632,182 1,437,000 Yungtay Engineering Co., Ltd.* 845,167 ------------ $ 1,477,349 ------------ Metal Fabricators - 0.2% 36,570 Korea Zinc Co.* $ 595,106 ------------ Total Capital Goods $ 10,420,427 ------------ The accompanying notes are an integral part of these financial statements. 14 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Commercial Services & Supplies - 0.5% Diversified Commercial Services - 0.5% 165,472 Bidvest Group, Ltd.* $ 1,325,791 ------------ Total Commercial Services & Supplies $ 1,325,791 ------------ Transportation - 1.4% Air Freight & Couriers - 0.2% 1,243,800 Singapore Post, Ltd. $ 596,889 ------------ Airlines - 0.4% 73,000 Korean Air* $ 924,646 ------------ Marine - 0.5% 103,250 Hyundai Merchant Marine Co.* $ 698,678 150,500 Samsung Heavy Industries Co., Ltd.* 648,785 ------------ $ 1,347,463 ------------ Railroads - 0.3% 278,000 Malaysia International Shipping Bhd $ 870,579 ------------ Total Transportation $ 3,739,577 ------------ Automobiles & Components - 3.6% Auto Parts & Equipment - 1.0% 227,000 Dongyang Mechatronics Corp.* $ 636,458 26,900 Hyundai Mobis* 1,098,407 246,161 Jardine Cycle & Carriage, Ltd. 942,146 200,000 Mirgor Sacifia (A.D.R.) (144A)* - ------------ $ 2,677,011 ------------ Automobile Manufacturers - 2.6% 127,000 Edaran Otomobile Nasional Bhd $ 295,776 33,400 Hyundai Motor Co., Ltd.* 1,282,078 49,070 Hyundai Heavy Industries* 1,196,726 54,900 Kia Motors* 470,033 348,333,779 Koc Holdings AS 1,438,341 1,130,961 PT Astra International 700,984 508,000 Sime Darby Bhd 701,842 109,740 Tata Motors 934,948 ------------ $ 7,020,728 ------------ Total Automobiles & Components $ 9,697,739 ------------ The accompanying notes are an integral part of these financial statements. 15 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Consumer Durables & Apparel - 1.1% Footwear - 0.4% 4,956,600 Symphony Holdings, Ltd. $ 909,392 ------------ Homebuilding - 0.4% 4,076,900 Ayala Land, Inc. $ 401,054 537,500 Corporacion GEO, SA de CV* 692,606 ------------ $ 1,093,660 ------------ Leisure Products - 0.3% 770,500 Berjaya Sports Toto Bhd $ 835,384 ------------ Total Consumer Durables & Apparel $ 2,838,436 ------------ Hotels, Restaurants & Leisure - 0.3% Hotels, Resorts & Cruise Lines - 0.2% 72,200 Indian Hotels Co., Ltd.* $ 549,512 ------------ Restaurants - 0.1% 455,900 Jollibee Foods Corp.* $ 167,161 ------------ Total Hotels, Restaurants & Leisure $ 716,673 ------------ Media - 2.6% Broadcasting & Cable TV - 1.0% 78,900 ABS-CBN Broadcasting Corp.* $ 29,635 834,000 BEC World Public Co., Ltd. 339,275 2,508,100 Media Prima, Bhd* 1,174,847 2,435,700 United Broadcasting Corp., Plc* 1,068,922 ------------ $ 2,612,679 ------------ Movies & Entertainment - 0.9% 2,483,200 Grammy Entertainment Plc $ 967,321 477,800 Zee Telefilms, Ltd.* 1,356,723 ------------ $ 2,324,044 ------------ Publishing - 0.7% 128,655 Naspers, Ltd. $ 899,879 79,200 Singapore Press Holdings 956,015 ------------ $ 1,855,894 ------------ Total Media $ 6,792,617 ------------ The accompanying notes are an integral part of these financial statements. 16 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Retailing - 0.4% General Merchandise Stores - 0.4% 3,189,200 Global Green Technology Group $ 278,242 161,100 Jaya Jusco Stores, Bhd* 470,582 10,600 LG Home Shopping* 327,694 ------------ $ 1,076,518 ------------ Total Retailing $ 1,076,518 ------------ Food & Drug Retailing - 2.7% Food Distributors - 0.7% 85,500 Compania Cervecerias Unidas SA $ 1,714,275 ------------ Food Retail - 2.0% 97,300 Brasil Distributor Pao Acu (A.D.R.)* $ 1,459,500 25,600 CJ Corp.* 1,354,195 45,500 Distribucion y Servicio D&A SA 665,210 1,985,700 Metro Cash and Carry, Ltd.* 747,869 94,614,750 Migros Turk T.A.S. 437,944 1,627,300 PT Indofood Sukses Makmur Tbk 122,789 41,100 Tiger Brands, Ltd. 568,694 ------------ $ 5,356,201 ------------ Total Food & Drug Retailing $ 7,070,476 ------------ Food, Beverage & Tobacco - 4.5% Agricultural Products - 0.5% 294,000 IOI Corp., Bhd $ 626,684 191,000 Makhteshim-Agan Industries, Ltd. 799,982 ------------ $ 1,426,666 ------------ Distillers & Vintners - 1.2% 28,928,150 Andalou Efes Biracilik VE $ 358,351 106,000 Companhia de Bebidas PR (A.D.R.) (e) 2,008,700 342,900 Grupo Modelo SA de CV* 850,637 ------------ $ 3,217,688 ------------ Packaged Foods & Meats - 0.2% 504,931 Rainbow Chicken, Ltd.* $ 399,747 ------------ The accompanying notes are an integral part of these financial statements. 17 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Soft Drinks - 1.2% 115,200 Embotelladora Andina SA (A.D.R.) $ 1,296,000 30,100 Fomento Economico Mexicano, SA de CV 1,292,494 1,039,700 Sermsuk Public Co., Ltd. 628,024 ------------ $ 3,216,518 ------------ Tobacco - 1.4% 114,900 British American Tabacco (Malaysia) Bhd $ 1,451,368 1,300 Philip Morris CR AS* 779,358 489,000 PT Gudang Garam Public Co., Ltd. 761,674 1,472,900 PT Hanjaya Mandala Sampoerna Tbk 777,968 ------------ $ 3,770,368 ------------ Total Food, Beverage & Tobacco $ 12,030,987 ------------ Household & Personal Products - 0.9% Household Products - 0.6% 182,498,080 Arcelik AS* $ 850,807 28,800 LG Household & Health Care, Ltd.* 740,713 ------------ $ 1,591,520 ------------ Personal Products - 0.3% 19,190 Natura Cosmeticos SA* $ 267,179 17,290 Oriflame Cosmetics SA* 544,017 ------------ $ 811,196 ------------ Total Household & Personal Products $ 2,402,716 ------------ Health Care Equipment & Services - 0.9% Health Care Distributors - 0.9% 36,600 Teva Pharmaceutical Industries, Ltd. $ 2,421,822 ------------ Total Health Care Equipment & Services $ 2,421,822 ------------ Pharmaceuticals & Biotechnology - 1.7% Biotechnology - 0.2% 852,000 Global Bio-chem Technology Group Co., Ltd. $ 628,548 ------------ Pharmaceuticals - 1.5% 149,600 Aurobindo Pharma, Ltd. $ 1,267,456 26,700 Biocon, Ltd.* 300,085 10,900 Gideon Richter Sons (G.D.R.) 1,057,300 889,400 PT Tempo Scan Pacific 666,307 24,040 Ranbaxy Laboratories, Ltd. 524,172 The accompanying notes are an integral part of these financial statements. 18 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Pharmaceuticals - (continued) 2 Sun Pharmaceutical Industries, Ltd.* $ 17 2 Sun Pharmaceutical Industries, Ltd. (Demat Shares) 17 ----------- $ 3,815,354 ----------- Total Pharmaceuticals & Biotechnology $ 4,443,902 ----------- Banks - 9.8% Diversified Banks - 9.8% 154,086,800 Akbank TAS $ 646,518 49,734 Banco Bradesco SA (e)* 2,136,075 195,900 Banco do Brasil SA* 1,313,349 26,952 Banco Santiago 714,767 99,120 Bangkok Bank, Ltd. (Foreign Shares)* 234,604 409,996 Canara Bank, Ltd. 1,104,131 1,765,882 Chinatrust Financial Holding Co., Ltd. 1,965,918 866,300 Commerce Asset Holdings Bhd 1,112,512 204,900 Commercial International Bank 765,375 57,000 Hana Bank* 1,267,754 995,900 Kasikornbank* 1,209,272 14,131 Kookmin Bank* 491,460 14,100 Kookmin Bank (A.D.R.) (e)* 485,886 458,100 Malayan Banking Bhd 1,241,692 128,800 MISR International 428,260 2,649,200 National Finance Public Co., Ltd. 966,671 37,600 OTP Bank Rt* 786,496 1,580,800 PT Bank Central Asia Tbk 630,480 16,852,085 PT Lippo Bank* 999,100 306,171 Public Bank Bhd (Foreign Shares) 496,320 701,800 Siam Commercial Bank Plc (Foreign Shares) 791,601 191,600 Standard Bank Group, Ltd. 1,237,060 129,300 State Bank of India 1,381,013 304,424,500 Turkiye Garanti Bankasi AS* 846,468 314,082,023 Turkiye Is Bankasi (Isbank) 1,056,353 91,500 Uniao de Bancos Brasileiros SA (G.D.R.) (144A) 1,765,950 ----------- $26,075,085 ----------- Total Banks $26,075,085 ----------- The accompanying notes are an integral part of these financial statements. 19 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Diversified Financials - 4.4% Investment Banking & Brokerage - 0.3% 1,644,300 O.S.K. Holdings Bhd $ 713,972 ------------ Diversified Financial Services - 4.1% 31,374,000 Alarko Holding AS $ 621,629 3,712,300 Bank Mandiri 510,206 3,816,913 China Development Financial 2,050,195 330,000 Citic Pacific, Ltd. 804,449 640,000 FirstRand, Ltd. 975,973 1,037,000 Fubon Group 1,033,110 302,767,095 Haci Omer Sabanci Holding AS* 862,024 889,100 Kiatnakin Finance Plc 811,063 889,700 MCL Land, Ltd. 717,711 268,039 RMB Holdings, Ltd. 643,613 625,600 Sanlam, Ltd. 851,111 4,863,800 SM Prime Holdings 513,261 731,300 TISCO Finance Public Co., Ltd. (Foreign Shares) 500,335 ------------ $ 10,894,680 ------------ Total Diversified Financials $ 11,608,652 ------------ Insurance - 1.3% Life & Health Insurance - 0.3% 31,700 China Life Insurance Co. (A.D.R.) (e)* $ 753,509 ------------ Multi-Line Insurance - 0.6% 25,700 Samsung Fire & Marine Insurance* $ 1,648,596 ------------ Property & Casualty Insurance - 0.4% 62,800 Cathay Financial Holding Co., Ltd. (G.D.R.) (144A)* $ 1,115,328 ------------ Total Insurance $ 3,517,433 ------------ Real Estate - 0.4% Real Estate Management & Development - 0.4% 831,000 Marco Polo Developments, Ltd. $ 1,022,664 232,000 Shanghai Forte Land Co.* 51,495 ------------ $ 1,074,159 ------------ Total Real Estate $ 1,074,159 ------------ The accompanying notes are an integral part of these financial statements. 20 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Software & Services - 0.4% Application Software - 0.4% 10,267 Infosys Technologies, Ltd. $ 1,143,709 ------------ Total Software & Services $ 1,143,709 ------------ Technology Hardware & Equipment - 6.7% Semiconductors - 1.8% 348,980 Hon Hai Precision Industry $ 1,429,430 1,914,360 Taiwan Semiconductor Manufacturing Co.* 3,331,819 ------------ $ 4,761,249 ------------ Communications Equipment - 0.5% 97,100 Empresa Nacional De Telecom $ 554,024 25,400 Samsung Electro Mechanics Co., Ltd.* 796,136 ------------ $ 1,350,160 ------------ Computer Hardware - 0.4% 844,140 Compal Electronics $ 1,038,552 ------------ Computer Storage & Peripherals - 0.6% 872,000 Asia Vital Components* $ 1,245,527 128,000 Quanta Computer, Inc. 291,913 ------------ $ 1,537,440 ------------ Electronic Equipment & Instruments - 3.2% 234,000 Anpec Electronics Corp.* $ 347,577 398,250 Asustek Computer, Inc.* 973,965 262,850 Elec & Eltek International Co., Ltd. 728,095 32,610 LG Electronics, Inc.* 1,893,032 52,300 Mtekvision Co., Ltd.* 1,702,164 107,000 Novatek Microelectronics, Ltd.* 430,248 84,000 Richtek Technology Corp.* 357,929 6,250 Samsung Display Devices 689,674 1,531,200 Varitronix International, Ltd. 1,512,704 ------------ $ 8,635,388 ------------ Office Electronics - 0.2% 45,600 Baiksan OPC Co.* $ 460,112 ------------ Total Technology Hardware & Equipment $ 17,782,901 ------------ The accompanying notes are an integral part of these financial statements. 21 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- Shares Value Semiconductors - 5.0% 25,870 Samsung Electronics Co. $ 11,552,082 1,952,658 United Microelectronics Corp., Ltd.* 1,699,237 ------------ $ 13,251,319 ------------ Total Semiconductors $ 13,251,319 ------------ Telecommunication Services - 10.0% Integrated Telecommunication Services - 4.8% 52,100 Brasil Telecom Participacoes SA $ 1,501,001 38,100 Compania de Telephonos de Chile SA (A.D.R.) 453,771 148,100 KT Corp. (e)* 2,584,345 243,600 Mahanagar Telephone (Demat Shares) 599,408 240,260 Mahanagar Telephone Nigam, Ltd.* 1,400,716 94,000 SPT Telecom AS 1,181,070 109,700 Telefonos de Mexico SA 3,690,308 27,976 Telekomunik Indonesia SP (A.D.R.) 451,812 233,700 Telekomunikacja Polska SA 905,408 ------------ $ 12,767,839 ------------ Wireless Telecommunication Services - 5.2% 218,600 Advanced Service Co., Ltd. (Foreign Shares) $ 474,280 144,000 Alumax, Inc. 5,047,200 155,400 Bharti Televentures* 504,934 51,800 Korea Telecom Freetel Co.* 854,066 107,600 Mobinil-Egyptian Mobile Services 1,292,695 198,200 SK Telecom Co., Ltd. (e)* 4,136,434 1,125,000 Taiwan Cellular Corp.* 1,066,767 176,200 Venfin, Ltd. 555,272 ------------ $ 13,931,648 ------------ Total Telecommunication Services $ 26,699,487 ------------ Utilities - 2.5% Electric Utilities - 2.1% 37,200 Cemig SA (A.D.R.) $ 523,032 152,200 Companhia Paranaense de Energia (A.D.R.)* 468,776 1,201,300 Empresa Nacional de Electricid SA 501,254 16,613,423 Enersis SA* 2,042,871 The accompanying notes are an integral part of these financial statements. 22 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares Value Electric Utilities - (continued) 1,707,600 Manila Electric Co.* $ 977,342 35,240 Unified Energy System (G.D.R.)* 981,442 ------------ $ 5,494,717 ------------ Gas Utilities - 0.2% 21,400 Gazprom (A.D.R.) (e)* $ 638,790 ------------ Water Utilities - 0.2% 67,200 Cia Saneamento Basic de Estado de Sao Paulo* (e) $ 653,856 ------------ Total Utilities $ 6,787,363 ------------ TOTAL COMMON STOCKS (Cost $195,877,203) $245,546,714 ------------ RIGHTS/WARRANTS - 0.0% Commercial Services & Supplies - 0.0% Diversified Commercial Services - 0.0% 11,697 Bidbee Group, Ltd., 12/8/06* $ 10,789 ------------ Total Commercial Services & Supplies $ 10,789 ------------ Pharmaceuticals & Biotechnology - 0.0% Biotechnology - 0.0% 106,500 Global Bio-Chem, 5/31/07* $ 16,739 ------------ Total Pharmaceuticals & Biotechnology $ 16,739 ------------ Telecommunication Services - 0.0% Integrated Telecommunication Services - 0.0% 526,420 True Corp., Plc* $ -- ------------ Total Telecommunication Services $ -- ------------ TOTAL RIGHTS/WARRANTS (Cost $129,357) $ 27,528 ------------ Principal Amount Value TEMPORARY CASH INVESTMENTS - 9.0% Repurchase Agreement - 1.4% $ 3,600,000 UBS Warburg, Inc., 0.94%, dated 5/28/04, repur- chase price of $3,600,000 plus accrued interest on 6/1/04 collateralized by $3,891,000 U.S. Trea- sury Bill, 5.875%, 11/15/04 $ 3,600,000 ------------ The accompanying notes are an integral part of these financial statements. 23 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- Value Security Lending Collateral - 7.6% Securities Lending Investment Fund, 1.02% $ 20,275,590 ------------ TOTAL TEMPORARY CASH INVESTMENTS (Cost $23,875,590) $ 23,875,590 ------------ TOTAL INVESTMENT IN SECURITIES - 104.4% (Cost $227,265,560) (a)(b)(c)(d) $277,912,044 ------------ OTHER ASSETS AND LIABILITIES - (4.4)% $(11,717,636) ------------ TOTAL NET ASSETS - 100.0% $266,194,408 ============ (A.D.R.) American Depositary Receipt (G.D.R.) Global Depositary Receipt * Non-income producing security. 144A Security is exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold normally to qualified institutional buyers in a transaction exempt from registration. At May 31, 2004, the value of these securities amounted to $3,718,198 or 1.4% of net assets. (a) Distributions of investments by country of issue (excluding temporary cash investments), as a percentage of total investment in equity securities, is as follows: South Korea 21.0% Brazil 13.1 Taiwan 9.9 South Africa 6.5 Russia 6.2 India 5.6 Mexico 4.6 Thailand 4.5 Malaysia 3.9 Turkey 3.4 Chile 3.1 People's Republic of China 2.4 Singapore 2.3 Indonesia 2.2 Hong Kong 1.7 Hungary 1.4 Israel 1.3 Peru 1.1 Poland 1.1 Egypt 1.1 Other (Individually less than 1%) 3.6 ----- 100.0% ===== The accompanying notes are an integral part of these financial statements. 24 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (b) At May 31, 2004, the net unrealized gain on investments based on cost for federal income tax purposes of $232,190,465 was as follows: Aggregate gross unrealized gain for all investments in which there is an excess of value over tax cost $54,844,952 Aggregate gross unrealized loss for all investments in which there is an excess of tax cost over value (9,123,373) ----------- Net unrealized gain $45,721,579 =========== (c) At November 30, 2003, the Fund had a capital loss carryforward of $97,818,312 of which the following amounts will expire between 2006 and 2010 if not utilized. (This amount includes a net capital loss carryforward of $6,469,549, which may be limited from the merger with Pioneer Indo-Asia Fund which occurred in September 2001.) $ 9,651,392 in 2006 $ 6,469,549 in 2008 $70,500,858 in 2009 $11,196,513 in 2010 (d) The Fund has elected to defer approximately $9,359 of currency losses recognized between November 1, 2003 and November 30, 2003 to its fiscal year ending November 30, 2004. (e) At May 31, 2004, the following securities were out on loan: Market Shares Description Value - ----------- ---------------------------------------------- --------------- 100,000 Anglogold Ashanti, Ltd. (A.D.R.) $ 2,387,425 47,247 Banco Bradesco SA* 2,044,850 232,180 Centrais Electricas Brasileiras SA (A.D.R.)* 1,071,232 30,115 China Life Insurance Co. (A.D.R.)* 708,305 63,840 Cia Saneamento Basic de Estado de Sao Paulo* 633,293 4,200 Companhia de Bebidas PR (A.D.R.) 77,406 1,995 Gazprom (A.D.R.)* 63,142 197,315 IAMGOLD Corp. 1,071,420 13,395 Kookmin Bank (A.D.R.)* 471,504 48,500 KT Corp.* 849,720 21,100 Pohang Iron & Steel Co., Ltd. (A.D.R.) 686,172 14,500 Sibneft (A.D.R.)* 394,400 188,290 SK Telecom Co., Ltd.* 4,010,577 104,215 Surgutneftegaz (A.D.R.)* 3,543,310 32,400 Telemig Celular Participacoes (A.D.R.)* 937,980 70,260 Telesp Celular Participacoes (A.D.R.)* 486,902 ------------ Total $ 19,437,638 ============ Purchases and sales of securities (excluding temporary cash investments) for the six months ended May 31, 2004 aggregated $86,367,033 and $65,759,445, respectively. The accompanying notes are an integral part of these financial statements. 25 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES 5/31/04 (unaudited) - -------------------------------------------------------------------------------- ASSETS: Investment in securities (including securities loaned of $19,437,638) (cost $227,265,560) $277,912,044 Cash 15,054 Foreign currencies, at value (cost $10,990,611) 10,966,784 Receivables - Fund shares sold 429,929 Dividends, interest and foreign taxes withheld 1,167,933 Other 1,145 ------------ Total assets $290,492,889 ------------ LIABILITIES: Payables - Investment securities purchased $ 2,571,519 Fund shares repurchased 295,272 Upon return of securities loaned 20,275,590 Due to affiliates 364,518 Accrued expenses 500,112 Reserve for repatriation taxes 836,755 ------------ Total liabilities $ 24,843,766 ------------ NET ASSETS: Paid-in capital $298,210,347 Accumulated net investment income 664,633 Accumulated net realized loss on investments and foreign currency transactions (83,005,257) Net unrealized gain on investments 49,809,729 Net unrealized loss on other assets and liabilities denominated in foreign currencies (30,329) ------------ Total net assets $265,649,123 ============ NET ASSET VALUE PER SHARE: (Unlimited number of shares authorized) Class A (based on $134,674,774/9,011,829 shares) $ 14.94 ============ Class B (based on $35,790,683/2,579,725 shares) $ 13.87 ============ Class C (based on $32,864,384/2,380,342 shares) $ 13.81 ============ Class R (based on $51,756/3,480 shares) $ 14.87 ============ Class Y (based on $62,267,526/3,983,118 shares) $ 15.63 ============ MAXIMUM OFFERING PRICE: Class A ($14.94 [divided by] 94.25%) $ 15.85 ============ Class C ($13.81 [divided by] 99.00%) $ 13.95 ============ The accompanying notes are an integral part of these financial statements. 26 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS (unaudited) - -------------------------------------------------------------------------------- For the Six Months Ended 5/31/04 INVESTMENT INCOME: Dividends (net of foreign taxes withheld of $643,465) $ 4,247,491 Interest 73,153 Income from securities loaned, net 37,141 ------------ Total investment income $ 4,357,785 ------------ EXPENSES: Management fees $ 1,659,151 Transfer agent fees Class A 415,277 Class B 109,659 Class C 76,272 Class R 56 Class Y 469 Distribution fees Class A 180,121 Class B 211,138 Class C 164,585 Class R 92 Administrative fees 29,095 Custodian fees 193,802 Registration fees 97,014 Professional fees 24,726 Printing (34,717) Fees and expenses of nonaffiliated trustees 3,415 Miscellaneous 1,743 ------------ Total expenses $ 3,131,898 Less management fees waived and expenses reimbursed by Pioneer Investment Management, Inc. (95,318) Less fees paid indirectly (4,311) ------------ Net expenses $ 3,032,269 ------------ Net investment income $ 1,325,516 ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: Net realized gain (loss) on: Investments (net of foreign capital gain taxes of $2,128,749) $ 19,383,803 Forward foreign curriency contracts and other assets and liabilites demoniated in foreign currencies (291,792) $ 19,092,011 ------------ ------------ Change in net unrealized loss on: Investments (net of reserve for repatriation taxes of $836,755) $(13,908,963) Forward foreign currency contracts and other assets and liabilites demoniated in foreign currencies (29,034) $(13,937,997) ------------ ------------ Net gain on investments and foreign currency transactions $ 5,154,014 ------------ Net increase in net assets resulting from operations $ 6,479,530 ============ The accompanying notes are an integral part of these financial statements. 27 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- For the Six Months Ended 5/31/04 and the Year Ended 11/30/03 Six Months Ended 5/31/04 Year Ended (unaudited) 11/30/03 FROM OPERATIONS: Net investment income $ 1,325,516 $ 1,123,476 Net realized gain on investments and foreign currency transactions 19,092,011 8,423,702 Change in net unrealized gain (loss) on investments and foreign currency transactions (13,937,997) 63,321,681 ------------ ------------- Net increase in net assets resulting from operations $ 6,479,530 $ 72,868,859 ------------ ------------- DISTRIBUTIONS TO SHAREOWNERS: Net investment income: Class A ($0.04 and $0.00 per share, respectively) $ (308,722) $ -- Class R ($0.15 and $0.01 per share, respectively) (147) (2) Class Y ($0.16 and $0.01 per share, respectively) (613,683) (41,091) ------------ ------------- Total distributions to shareowners $ (922,552) $ (41,093) ------------ ------------- FROM FUND SHARE TRANSACTIONS: Net proceeds from sale of shares $ 64,232,521 $ 129,981,612 Reinvestment of distributions 321,607 3,540 Cost of shares repurchased (50,129,006) (152,740,438) ------------ ------------- Net increase (decrease) in net assets resulting from Fund share transactions $ 14,425,122 $ (22,755,286) ------------ ------------- Net increase in net assets $ 19,982,100 $ 50,072,480 NET ASSETS: Beginning of period 245,667,023 195,594,543 ------------ ------------- End of period (accumulated net investment income of $664,633 and $261,669, respectively) $265,649,123 $ 245,667,023 ============ ============= The accompanying notes are an integral part of these financial statements. 28 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- '04 Shares '04 Amount (unaudited) (unaudited) '03 Shares '03 Amount CLASS A Shares sold 2,519,620 $40,737,625 9,153,142 $ 98,720,590 Reinvestment of distributions 17,598 268,198 -- -- Less shares repurchased (1,952,884) (30,854,424) (10,122,194) (108,674,102) ---------- ----------- ----------- ------------ Net increase (decrease) 584,334 $10,151,399 (969,052) $ (9,953,512) ========== =========== =========== ============ CLASS B Shares sold 637,223 $ 9,634,757 740,388 $ 8,447,934 Reinvestment of distributions -- -- -- -- Less shares repurchased (927,317) (13,689,019) (1,004,628) (10,603,284) ---------- ----------- ----------- ------------ Net decrease (290,094) $(4,054,262) (264,240) $ (2,155,350) ========== =========== =========== ============ CLASS C Shares sold 826,030 $12,336,259 1,518,262 $ 16,590,332 Reinvestment of distributions -- -- -- -- Less shares repurchased (360,619) (5,252,289) (2,708,284) (26,566,419) ---------- ----------- ----------- ------------ Net increase (decrease) 465,411 $ 7,083,970 (1,190,022) $ (9,976,087) ========== =========== =========== ============ CLASS R (a) Shares sold 3,345 $ 53,453 162 $ 1,978 Reinvestment of distributions 9 139 -- 1 Less shares repurchased (35) (556) (2) (21) ---------- ----------- ----------- ------------ Net increase 3,319 $ 53,036 160 $ 1,958 ========== =========== =========== ============ CLASS Y Shares sold 86,412 $ 1,470,427 616,873 $ 6,220,753 Reinvestment of distributions 3,355 53,270 240 3,539 Less shares repurchased (20,210) (332,718) (670,769) (6,896,612) ---------- ----------- ----------- ------------ Net increase (decrease) 69,557 $ 1,190,979 (53,656) $ (672,320) ========== =========== =========== ============ (a) Class R shares were first publicly offered April 1, 2003. The accompanying notes are an integral part of these financial statements. 29 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Six Months Ended 5/31/04 Year Ended Year Ended Year Ended Year Ended Year Ended CLASS A (unaudited) 11/30/03 11/30/02 11/30/01 11/30/00 11/30/99 Net asset value, beginning of period $ 14.47 $ 10.11 $ 9.91 $ 10.82 $ 13.80 $ 8.79 -------- -------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.07 $ 0.07 $ (0.01) $ 0.00(a) $ (0.17) $ (0.09) Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.43 4.29 0.21 (0.91) (2.81) 5.10 -------- -------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 0.50 $ 4.36 $ 0.20 $ (0.91) $ (2.98) $ 5.01 Distributions to shareowners: Net investment income (0.03) -- -- -- -- -- -------- -------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ 0.47 $ 4.36 $ 0.20 $ (0.91) $ (2.98) $ 5.01 -------- -------- ------- ------- ------- ------- Net asset value, end of period $ 14.94 $ 14.47 $ 10.11 $ 9.91 $ 10.82 $ 13.80 ======== ======== ======= ======= ======= ======= Total return* 3.70% 43.13% 2.02% (8.41)% (21.59)% 57.00% Ratio of net expenses to average net assets+ 2.14%**(b) 2.65% 2.58% 2.76% 2.19% 2.44% Ratio of net investment income (loss) to average net assets+ 0.92%**(b) 0.51% (0.09)% (0.04)% (1.13)% (0.73)% Portfolio turnover rate 49%** 88% 101% 177% 139% 180% Net assets, end of period (in thousands) $134,675 $121,974 $94,999 $82,739 $88,175 $91,092 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 2.21%**(b) 2.65% 2.58% 2.76% 2.19% 2.44% Net investment income (loss) 0.85%**(b) 0.51% (0.09)% (0.04)% (1.13)% (0.73)% Ratios with waiver of management fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 2.14%**(b) 2.64% 2.57% 2.74% 2.16% 2.40% Net investment income (loss) 0.92%**(b) 0.52% (0.08)% (0.02)% (1.10)% (0.69)% * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios with no reduction for fees paid indirectly. (a) Amount rounds to less than one cent per share. (b) In the absence of the negative printing fees in the statement of operations, which relates to a change in estimate for printing fees in the period ended May 31, 2004 the gross and net expense ratio and net investment income ratio to average net assets would have been 2.15%, 0.91% and 2.22%, 0.84%, respectively. The accompanying notes are an integral part of these financial statements. 30 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Six Months Ended 5/31/04 Year Ended Year Ended Year Ended Year Ended Year Ended CLASS B (unaudited) 11/30/03 11/30/02 11/30/01 11/30/00 11/30/99 Net asset value, beginning of period $ 13.46 $ 9.47 $ 9.34 $ 10.28 $ 13.23 $ 8.49 ------- ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.02 $ (0.08) $ (0.58) $ (0.10) $ (0.34) $ (0.17) Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.39 4.07 0.71 (0.84) (2.61) 4.91 ------- ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 0.41 $ 3.99 $ 0.13 $ (0.94) $ (2.95) $ 4.74 ------- ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ 0.41 $ 3.99 $ 0.13 $ (0.94) $ (2.95) $ 4.74 ------- ------- ------- ------- ------- ------- Net asset value, end of period $ 13.87 $ 13.46 $ 9.47 $ 9.34 $ 10.28 $ 13.23 ======= ======= ======= ======= ======= ======= Total return* 3.27% 42.13% 1.39% (9.14)% (22.30)% 55.83% Ratio of net expenses to average net assets+ 2.84%**(a) 3.37% 3.21% 3.59% 3.05% 3.20% Ratio of net investment income (loss) to average net assets+ 0.20%**(a) (0.26)% (0.66)% (0.87)% (1.97)% (1.53)% Portfolio turnover rate 49%** 88% 101% 177% 139% 180% Net assets, end of period (in thousands) $35,791 $38,615 $29,674 $35,651 $40,763 $51,093 Ratios with no waiver of management fees and assumption of expenses by PIM and no reduction for fees paid indirectly: Net expenses 2.90%**(a) 3.37% 3.21% 3.59% 3.05% 3.20% Net investment income (loss) 0.14%**(a) (0.26)% (0.66)% (0.87)% (1.97)% (1.53)% Ratios with waiver of management fees and assumption of expenses by PIM and reduction for fees paid indirectly: Net expenses 2.83%**(a) 3.37% 3.21% 3.58% 3.03% 3.18% Net investment income (loss) 0.21%**(a) (0.26)% (0.66)% (0.86)% (1.95)% (1.51)% * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios with no reduction for fees paid indirectly. (a) In the absence of the negative printing fees in the statement of operations, which relates to a change in estimate for printing fees in the period ended May 31, 2004 the gross and net expense ratio and net investment income ratio to average net assets would have been 2.85%, 0.19% and 2.91%, 0.13%, respectively. The accompanying notes are an integral part of these financial statements. 31 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Six Months Ended 5/31/04 Year Ended Year Ended Year Ended Year Ended Year Ended CLASS C (unaudited) 11/30/03 11/30/02 11/30/01 11/30/00 11/30/99 Net asset value, beginning of period $ 13.39 $ 9.42 $ 9.29 $ 10.23 $ 13.12 $ 8.47 ------- ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.02 $ (0.14) $ (0.18) $ (0.01) $ (0.14) $ (0.29) Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.40 4.11 0.31 (0.93) (2.75) 4.94 ------- ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 0.42 $ 3.97 $ 0.13 $ (0.94) $ (2.89) $ 4.65 ------- ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ 0.42 $ 3.97 $ 0.13 $ (0.94) $ (2.89) $ 4.65 ------- ------- ------- ------- ------- ------- Net asset value, end of period $ 13.81 $ 13.39 $ 9.42 $ 9.29 $ 10.23 $ 13.12 ======= ======= ======= ======= ======= ======= Total return* 3.29% 42.14% 1.40% (9.19)% (22.03)% 54.90% Ratio of net expenses to average net assets+ 2.78%**(a) 3.32% 3.16% 3.57% 2.85% 3.82% Ratio of net investment income (loss) to average net assets+ 0.29%**(a) (0.18)% (0.63)% (0.81)% (1.81)% (2.09)% Portfolio turnover rate 49%** 88% 101% 177% 139% 180% Net assets, end of period (in thousands) $32,864 $25,632 $29,239 $15,864 $12,861 $11,656 Ratios with no waiver of management fees by PIM and no reduction for fees paid indirectly: Net expenses 2.85%**(a) 3.32% 3.16% 3.57% 2.85% 3.82% Net investment income (loss) 0.22%**(a) (0.18)% (0.63)% (0.81)% (1.81)% (2.09)% Ratios with waiver of management fees by PIM and reduction for fees paid indirectly: Net expenses 2.77%**(a) 3.32% 3.15% 3.55% 2.82% 3.80% Net investment income (loss) 0.30%**(a) (0.18)% (0.62)% (0.79)% (1.78)% (2.07)% * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios with no reduction for fees paid indirectly. (a) In the absence of the negative printing fees in the statement of operations, which relates to a change in estimate for printing fees in the period ended May 31, 2004 the gross and net expense ratio and net investment income ratio to average net assets would have been 2.79%, 0.28% and 2.86%, 0.21%, respectively. The accompanying notes are an integral part of these financial statements. 32 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Six Months Ended 5/31/04 Year Ended (unaudited) 11/30/03 CLASS R (a) Net asset value, beginning of period $14.51 $9.57 ------ ----- Increase from investment operations: Net investment income $ 0.14 $0.02 Net realized and unrealized gain on investments and foreign currency transactions 0.37 4.93 ------ ----- Net increase from investment operations $ 0.51 $4.95 Distributions to shareowners: Net investment income (0.15) (0.01) ------ ----- Net increase in net asset value $ 0.36 $4.94 ------ ----- Net asset value, end of period $14.87 $14.51 ====== ===== Total return* 3.70% 51.74% Ratio of net expenses to average net assets+ 2.10%**(b) 2.13%** Ratio of net investment income to average net assets+ 0.94%**(b) 0.56%** Portfolio turnover rate 49%** 88% Net assets, end of period (in thousands) $ 52 $ 2 Ratios with no waiver of management fees by PIM and no reduction for fees paid indirectly: Net expenses 2.20%**(b) 2.13%** Net investment income 0.84%**(b) 0.56%** Ratios with waiver of management fees by PIM and reduction for fees paid indirectly: Net expenses 2.10%**(b) 2.13%** Net investment income 0.94%**(b) 0.56%** (a) Class R Shares were first publicly offered on April 1, 2003. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and 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. (b) In the absence of the negative printing fees in the statement of operations, which relates to a change in estimate for printing fees in the period ended May 31, 2004 the gross and net expense ratio and net investment income ratio to average net assets would have been 2.11%, 0.93% and 2.21%, 0.83%, respectively. The accompanying notes are an integral part of these financial statements. 33 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Six Months Ended 5/31/04 Year Ended Year Ended Year Ended Year Ended Year Ended CLASS Y (unaudited) 11/30/03 11/30/02 11/30/01 11/30/00 11/30/99 Net asset value, beginning of period $ 15.19 $ 10.51 $ 10.20 $ 11.03 $ 13.99 $ 8.85 ------- ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.15 $ 0.19 $ 0.13 $ 0.10 $ (0.10) $ 0.01 Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.45 4.50 0.18 (0.93) (2.86) 5.13 ------- ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 0.60 $ 4.69 $ 0.31 $ (0.83) $ (2.96) $ 5.14 Distributions to shareowners: Net investment income (0.16) (0.01) - - - - ------- ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ 0.44 $ 4.68 $ 0.31 $ (0.83) $ (2.96) $ 5.14 ------- ------- ------- ------- ------- ------- Net asset value, end of period $ 15.63 $ 15.19 $ 10.51 $ 10.20 $ 11.03 $ 13.99 ======= ======= ======= ======= ======= ======= Total return* 4.11% 44.63% 3.04% (7.52)% (21.16)% 58.08% Ratio of net expenses to average net assets+ 1.32%**(a) 1.60% 1.58% 1.80% 1.62% 1.68% Ratio of net investment income (loss) to average net 0.93% 0.96% (0.62)% (0.71)% assets+ 1.73%**(a) 1.52% 101% 177% 139% 180% Portfolio turnover rate 49%** 88% $41,683 $43,861 $47,378 $27,225 Net assets, end of period (in thousands) $62,268 $59,444 Ratios with no waiver of management fees by PIM and no reduction for fees paid indirectly: 1.58% 1.80% 1.62% 1.68% Net expenses 1.39%**(a) 1.60% 0.93% 0.96% (0.62)% (0.64)% Net investment income (loss) 1.66%**(a) 1.52% Ratios with waiver of management fees by PIM and reduction for fees paid indirectly: 1.58% 1.80% 1.60% 1.61% Net expenses 1.32%**(a) 1.60% 0.93% 0.96% (0.60)% (0.64)% Net investment income (loss) 1.73%**(a) 1.52% * 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. (a) In the absence of the negative printing fees in the statement of operations, which relates to a change in estimate for printing fees in the period ended May 31, 2004 the gross and net expense ratio and net investment income ratio to average net assets would have been 1.33%, 1.72% and 1.40%, 1.65%, respectively. The accompanying notes are an integral part of these financial statements. 34 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 5/31/04 (unaudited) - -------------------------------------------------------------------------------- 1. Organization and Significant Accounting Policies Pioneer Emerging Markets Fund (the Fund) is a Delaware statutory trust registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The investment objective of the Fund is to seek long-term growth of capital. The Fund offers five classes of shares - Class A, Class B, Class C, Class R, and Class Y shares. Each class of shares represents an interest in the same portfolio of investments of the Fund and has equal rights to voting, redemptions, dividends and liquidation, except that the level of transfer agent and distribution fees may differ among classes. Class A, Class B, Class C and Class R shareowners have exclusive voting rights with respect to the distribution plan for each class. There is no distribution plan for Class Y shares. The Fund's financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America that require the management of the Fund to, among other things, make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income, expenses and gains and losses on investments during the reporting year. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Fund, which are in conformity with those generally accepted in the investment company industry: A. Security Valuation Security transactions are recorded as of trade date. The net asset value is computed once daily, on each day the New York Stock Exchange is open, as of the close of regular trading on the Exchange. In computing the net asset value, securities are valued at the last sale price on the principal exchange where they are traded. Securities that have not traded on the date of valuation, or securities for which sale prices are not generally reported, are valued at the mean between the last bid and asked prices. Securities for which market quotations are not readily available are valued at their fair values as determined by, or under the direction of, the Board of Trustees. Trading in foreign securities is substantially completed each day at various times prior to the close of the New York Stock Exchange. The values of such securities used in 35 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- computing the net asset value of the Fund's shares are determined as of such times. The Fund also may use the fair value of a security, including a non-U.S. security, when the closing market price on the primary exchange where the security is traded no long accurately reflects the value of the security. As of May 31, 2004, there were no securities fair valued. 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 date in exercise of reasonable diligence. Dividend and interest income are recorded on the accrual basis net of unrecoverable foreign taxes withheld at the applicable country rates. Temporary cash investments are valued at amortized cost. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. 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. dollar 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. 36 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- C. Forward Foreign Currency Contracts The Fund enters into forward foreign currency contracts (contracts) for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross-hedge against either specific investment transactions (settlement hedges) or portfolio positions (portfolio hedges). All contracts are marked to market daily at the applicable exchange rates, and any resulting unrealized gains or losses are recorded in the Fund's financial statements. The Fund records realized gains and losses at the time a portfolio hedge is offset by entry into a closing transaction or extinguished by delivery of the currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of the contract and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar (see Note 6). D. Futures Contracts The Fund may enter into futures transactions to hedge against changes in interest rates, securities prices, and currency rates or to seek to increase total return. Upon entering into a futures contract, the Fund is required to deposit with a broker an amount of cash or securities equal to the minimum "initial margin" requirements of the associated futures exchange. Subsequent payments for futures contracts ("variation margin") are paid or received by the Fund, depending on the daily fluctuation in the value of the contracts, and are recorded by the Fund are 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, 2004, the Fund had no open futures contracts. E. Federal Income Taxes It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies 37 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- 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 capital gains and/or the repatriation of foreign currencies in certain countries. During the six months ended May 31, 2004, the Fund paid $2,128,749 in such taxes. In determining the daily net asset value, the Fund estimates the reserve for such taxes, if any, associated with investments in certain countries. The estimated reserve for the capital gains is based on the net unrealized appreciation on certain portfolio securities, the holding period of such securities and the related tax rates, tax loss carryforward (if applicable) and other such factors. As of May 31, 2004, the Fund had no reserve related to capital gains. The estimated reserve for the repatriation of foreign currencies is based on principal balances and/or unrealized appreciation of applicable securities, the holding period of such investments and the related tax rates and other such factors. As of May 31, 2004, the reserve related to taxes on the repatriation of foreign currencies was $836,755. The tax character of current year distributions will be determined at the end of the fiscal year. The tax character of distributions paid during the year ended November 30, 2003 was as follows. - -------------------------------------------------------------------------------- 2003 - -------------------------------------------------------------------------------- Distributions paid from: Ordinary income $41,093 Long-term capital gain -- ------- Total $41,093 ======= - -------------------------------------------------------------------------------- The following shows components of distributable earnings on a federal income tax basis at November 30, 2003. 38 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2003 - -------------------------------------------------------------------------------- Undistributed ordinary income $ 916,977 Capital loss carryforward (97,818,312) Unrealized appreciation 58,792,492 ------------ Total $(38,108,843) ============ - -------------------------------------------------------------------------------- The difference between book basis and tax-basis unrealized appreciation is attributable to the tax deferral of losses on wash sales and the tax basis adjustments on Passive Foreign Investment Company (PFIC) holdings. The characterization of distributions to shareowners for financial reporting purposes is determined in accordance with federal income tax rules. Therefore, the source of the Fund's distributions may be shown in the accompanying financial statements as either from or in excess of net investment income or net realized gain on investment transactions, or from paid-in capital, depending on the type of book/tax differences that may exist. At November 30, 2003, the Fund has reclassified $513,702 to decrease undistributed net investment income and $513,702 to decrease accumulated net realized loss on investments and foreign currency transactions, to reflect permanent book/tax differences. The reclassification has no impact on the net assets of the Fund and is designed to present the Fund's capital accounts on a tax basis. F. Fund Shares The Fund records sales and repurchases of its shares as of trade date. Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the Fund and a wholly owned indirect subsidiary of UniCredito Italiano S.p.A.(UniCredito Italiano), earned $31,845 in underwriting commissions on the sale of Fund shares during the six months ended May 31, 2004. 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 39 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- and fees paid to the transfer agent, Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for its services, which are allocated based on the number of accounts in each class and the ratable allocation of related out-of-pocket expenses (see Note 3). Income, common expenses and realized and unrealized gains and losses are calculated at the Fund level and allocated daily to each class of shares based on the respective percentage of adjusted net assets at the beginning of the day. Distributions to shareowners are recorded as of the ex-dividend date. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time, and in the same amount, except that Class A, Class B, Class C, Class R and Class Y shares can bear different transfer agent and distribution fees. H. Securities Lending The Fund lends securities in its Portfolio to certain brokers-dealers or other institutional investors, with the Fund's custodian acting as the lending agent. When entering into a loan, the Fund receives collateral, which is maintained by the custodian and earns income in the form of negotiated lenders' fees. The Fund also continues to receive interest or dividends on the securities loaned. Gain or loss on the value of the loaned securities that may occur during the term of the loan will be for the account of the Fund. The loans are secured by collateral of at least 102%, at all times, of the fair value of the securities loaned. The amount of the collateral will be adjusted daily to reflect any price fluctuation in the value of the loaned securities. The Fund has the right under the lending agreements to recover the securites on loan from the borrower on demand. The Fund invests cash collateral in the Securities Lending Investment Fund, which is managed by Brown Brothers Harriman & Co., the Fund's custodian. I. Repurchase Agreements With respect to repurchase agreements entered into by the Fund, the value of the underlying securities (collateral), including accrued interest received from counterparties, is required to be at least equal to or in excess of the value of the repurchase agreements is held in safekeeping in the customer-only account of the Fund's 40 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 2. Management Agreement PIM, the Fund's investment adviser, manages the Fund's portfolio and is a wholly owned indirect subsidiary of UniCredito Italiano. Management fees are calculated daily at the annual rate of 1.25% of the Fund's average daily net assets. Effective December 31, 2003, PIM reduced its fee for managing the Fund to 1.15% of average daily net assets. Simultaneously PIM has contractually agreed not to impose all or a portion of its management fee and, if necessary, to limit other ordinary operating expense to the extent required to reduce Class A expenses 2.15% of the average daily net assets attributable to Class A shares. The portion of the Fund expenses attributable to classes of shares other than Class A will be reduced only to the extent such expenses are reduced for Class A shares. PIM may subsequently recover reimbursed expenses (within three years of being incurred) from the Fund if its expense ratio of the Class A shares is less than the expense limitation of the Class A shares. Each class will reimburse PIM no more than the amount by which that class' expenses were reduced. In addition, under the management and administration agreements, certain other services and costs, including accounting, regulatory reporting and insurance premiums, are paid by the Fund. At May 31, 2004, $181,021, was payable to PIM related to management fees, administrative fees and certain other services, and is included in due to affiliates. 3. Transfer Agent PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides substantially all transfer agent and shareowner services to the Fund at negotiated rates. Included in due to affiliates is $93,069 in transfer agent fees owed to PIMSS at May 31, 2004. 4. Distribution and Service Plans The Fund adopted a Plan of Distribution with respect to Class A, Class B, Class C and Class R shares (Class A Plan, Class B Plan, Class C Plan and Class R Plan) in accordance with Rule 12b-1 of the 41 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 5/31/04 (unaudited) (continued) - -------------------------------------------------------------------------------- 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 $90,428 in distribution fees payable to PFD at May 31, 2004. The fund also has adopted a separate service plan for Class R shares (Service Plan). The Service Plan authorizes the Fund to pay securities dealers, plan administrators or other service organizations that agree to provide certain services to retirement plans or plan participants holdings shares of the Fund a service fee of up to 0.25% of the Fund's average daily net assets attributable to Class R shares help by such plans. In addition, redemptions of each class of shares (except Y shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of certain net asset value purchases of Class A shares within one year of purchase. Class B shares that are redeemed within six years of purchase are subject to a CDSC at declining rates beginning at 4.0%, based on the lower of cost or market value of shares being redeemed. Redemptions of Class C shares within one year of purchase are subject to a CDSC of 1.00%. 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, 2004, CDSCs in the amount of $33,961 were paid to PFD. Effective November 1, 2003, the Fund charges a 2.0% redemption fee on shares (except Class B and Class C shares) sold within 30 days of purchase. The Fund plans to implement this fee for Class B and Class C shares as soon as the Fund can implement certain operational changes. The fee does not apply to certain types of transactions as described in the Fund's prospectus. For the six months 42 Pioneer Emerging Markets Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ended May 31, 2004, the Fund collected $25,964 in redemption fees, which are included in the Fund's capital account. 5. Expense Offset Arrangements The Fund has entered into certain expense offset arrangements with PIMSS resulting in a reduction in the Fund's total expenses, due to interest earned on cash held by PIMSS. For the six months ended May 31, 2004, the Fund's expenses were reduced by $4,311 under such arrangements. 6. Forward Foreign Currency Contracts At May 31, 2004, the Fund had entered into various contracts that obligate the Fund to deliver currencies at specified future dates. At the maturity of a contract, the Fund must make delivery of the foreign currency. Alternatively, prior to the settlement date of a portfolio hedge, the Fund may close out such contracts by entering into an offsetting hedge contract. As of May 31, 2004, 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, 2004, there was no borrowings under such agreement. 43 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 Osbert M. Hood Dorothy E. Bourassa, Secretary Marguerite A. Piret Stephen K. West John Winthrop Investment Adviser Pioneer Investment Management, Inc. Custodian Brown Brothers Harriman & Co. Principal Underwriter Pioneer Funds Distributor, Inc. Legal Counsel Wilmer Cutler Pickering Hale and Dorr LLP Shareowner Services and Transfer Agent Pioneer Investment Management Shareholder Services, Inc. Proxy Voting Policies and Procedures of the Fund are available without charge, upon request, by calling our toll free number (1-800-225-6292). This information is available at pioneerfunds.com. 44 - -------------------------------------------------------------------------------- THE PIONEER FAMILY OF MUTUAL FUNDS - -------------------------------------------------------------------------------- Please consider a fund's investment objective, risks, charges and expenses carefully before investing. The prospectus contains this and other information about a fund and should be read carefully before you invest or send money. To obtain a prospectus and for other information on any Pioneer fund, contact your advisor, call 1-800-225-6292 or visit our web site at www.pioneerfunds.com. U.S. Equity International/Global Equity Pioneer Fund Pioneer Emerging Markets Fund Pioneer Balanced Fund Pioneer Europe Select Fund Pioneer Equity Income Fund Pioneer Europe Fund Pioneer Growth Shares Pioneer International Equity Fund Pioneer Mid Cap Growth Fund Pioneer International Value Fund Pioneer Mid Cap Value Fund Pioneer Oak Ridge Large Cap Fixed Income Growth Fund Pioneer America Income Trust Pioneer Oak Ridge Small Cap Pioneer Bond Fund Growth Fund Pioneer Global High Yield Fund Pioneer Papp America-Pacific Pioneer High Yield Fund Rim Fund Pioneer Strategic Income Fund Pioneer Papp Small and Mid Cap Pioneer Tax Free Income Fund Growth Fund Pioneer Papp Stock Fund Money Market Pioneer Papp Strategic Pioneer Cash Reserves Fund** Growth Fund Pioneer Real Estate Shares Pioneer Research Fund* Pioneer Small Cap Value Fund Pioneer Small Company Fund Pioneer Value Fund * Name change effective December 11, 2003. Formerly known as Pioneer Core Equity Fund. ** An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. 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 Please consider the fund's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other information about the fund and should be read carefully before you invest or send money. To obtain a prospectus and for other information on any Pioneer fund, call 1-800-225-6292 or visit our website www.pioneerfunds.com. [LOGO] PIONEER Investments(R) Pioneer Investment Management, Inc. 15611-00-0704 60 State Street (Copyright)2004 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. The registrant has adopted, as of the end of the period covered by this report, a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer and controller. (b) For purposes of this Item, the term "code of ethics" means written standards that are reasonably designed to deter wrongdoing and to promote: (1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant; (3) Compliance with applicable governmental laws, rules, and regulations; (4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (5) Accountability for adherence to the code. (c) The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless the registrant has elected to satisfy paragraph (f) of this Item by posting its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item. The registrant has made no amendments to the code of ethics during the period covered by this report. (d) If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver. Not applicable. (e) If the registrant intends to satisfy the disclosure requirement under paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item by posting such information on its Internet website, disclose the registrant's Internet address and such intention. Not applicable. (f) The registrant must: (1) File with the Commission, pursuant to Item 10(a), a copy of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as an exhibit to its annual report on this Form N-CSR; (2) Post the text of such code of ethics on its Internet website and disclose, in its most recent report on this Form N-CSR, its Internet address and the fact that it has posted such code of ethics on its Internet website; or (3) Undertake in its most recent report on this Form N-CSR to provide to any person without charge, upon request, a copy of such code of ethics and explain the manner in which such request may be made. 	See Item 10(2) ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a) (1) Disclose that the registrant's board of trustees has determined that the registrant either: (i) Has at least one audit committee financial expert serving on its audit committee; or (ii) Does not have an audit committee financial expert serving on its audit committee. The registrant's Board of Trustees has determined that the registrant has at least one audit committee financial expert. (2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is "independent." In order to be considered "independent" for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of trustees, or any other board committee: (i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or (ii) Be an "interested person" of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)). Ms. Marguerite A. Piret, an independent trustee, is such an audit committee financial expert. (3) If the registrant provides the disclosure required by paragraph (a)(1) (ii) of this Item, it must explain why it does not have an audit committee financial expert. Not applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. N/A (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. N/A (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. N/A (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. N/A (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. PIONEER FUNDS APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES PROVIDED BY THE INDEPENDENT AUDITOR SECTION I - POLICY PURPOSE AND APPLICABILITY The Pioneer Funds recognizes the importance of maintaining the independence of their outside auditors. Maintaining independence is a shared responsibility involving Pioneer Investment Management, Inc ("PIM"), the audit committee and the independent auditors. The Funds recognizes that a Fund's independent auditors: 1) possess knowledge of the Funds, 2) are able to incorporate certain services into the scope of the audit, thereby avoiding redundant work, cost and disruption of Fund personnel and processes, and 3) have expertise that has value to the Funds. As a result, there are situations where it is desirable to use the Fund's independent auditors for services in addition to the annual audit and where the potential for conflicts of interests are minimal. Consequently, this policy, which is intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and procedures to be followed by the Funds when retaining the independent audit firm to perform audit, audit-related tax and other services under those circumstances, while also maintaining independence. Approval of a service in accordance with this policy for a Fund shall also constitute approval for any other Fund whose pre-approval is required pursuant to Rule 210.2-01(c)(7)(ii). In addition to the procedures set forth in this policy, any non-audit services that may be provided consistently with Rule 210.2-01 may be approved by the Audit Committee itself and any pre-approval that may be waived in accordance with Rule 210.2-01(c)(7)(i)(C) is hereby waived. Selection of a Fund's independent auditors and their compensation shall be determined by the Audit Committee and shall not be subject to this policy. SECTION II - POLICY - ---------------- -------------------------------- ------------------------------------------------- SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES CATEGORY - ---------------- -------------------------------- ------------------------------------------------- I. AUDIT Services that are directly o Accounting research assistance SERVICES related to performing the o SEC consultation, registration independent audit of the Funds statements, and reporting o Tax accrual related matters o Implementation of new accounting standards o Compliance letters (e.g. rating agency letters) o Regulatory reviews and assistance regarding financial matters o Semi-annual reviews (if requested) o Comfort letters for closed end offerings - ---------------- -------------------------------- ------------------------------------------------- II. Services which are not o AICPA attest and agreed-upon procedures AUDIT-RELATED prohibited under Rule o Technology control assessments SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments and are related extensions of o Enterprise security architecture the audit services support the assessment audit, or use the knowledge/expertise gained from the audit procedures as a foundation to complete the project. In most cases, if the Audit-Related Services are not performed by the Audit firm, the scope of the Audit Services would likely increase. The Services are typically well-defined and governed by accounting professional standards (AICPA, SEC, etc.) - ---------------- -------------------------------- ------------------------------------------------- ------------------------------------- ------------------------------------ AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY ------------------------------------- ------------------------------------ o "One-time" pre-approval o A summary of all such for the audit period for all services and related fees pre-approved specific service reported at each regularly subcategories. Approval of the scheduled Audit Committee independent auditors as meeting. auditors for a Fund shall constitute pre approval for these services. ------------------------------------- ------------------------------------ o "One-time" pre-approval o A summary of all such for the fund fiscal year within services and related fees a specified dollar limit (including comparison to for all pre-approved specified dollar limits) specific service subcategories reported quarterly. o Specific approval is needed to exceed the pre-approved dollar limit for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) o Specific approval is needed to use the Fund's auditors for Audit-Related Services not denoted as "pre-approved", or to add a specific service subcategory as "pre-approved" ------------------------------------- ------------------------------------ SECTION III - POLICY DETAIL, CONTINUED - ----------------------- --------------------------- ----------------------------------------------- SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES DESCRIPTION - ----------------------- --------------------------- ----------------------------------------------- III. TAX SERVICES Services which are not o Tax planning and support prohibited by the Rule, o Tax controversy assistance if an officer of the Fund o Tax compliance, tax returns, excise determines that using the tax returns and support Fund's auditor to provide o Tax opinions these services creates significant synergy in the form of efficiency, minimized disruption, or the ability to maintain a desired level of confidentiality. - ----------------------- --------------------------- ----------------------------------------------- - ------------------------------------- ------------------------- AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY - ------------------------------------- ------------------------- - ------------------------------------- ------------------------- o "One-time" pre-approval o A summary of for the fund fiscal year all such services and within a specified dollar limit related fees 				 (including comparison 			 to specified dollar 			 limits) reported 			 quarterly. o Specific approval is needed to exceed the pre-approved dollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) o Specific approval is needed to use the Fund's auditors for tax services not denoted as pre-approved, or to add a specific service subcategory as "pre-approved" - ------------------------------------- ------------------------- SECTION III - POLICY DETAIL, CONTINUED - ----------------------- --------------------------- ----------------------------------------------- SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES DESCRIPTION - ----------------------- --------------------------- ----------------------------------------------- IV. OTHER SERVICES Services which are not o Business Risk Management support prohibited by the Rule, o Other control and regulatory A. SYNERGISTIC, if an officer of the Fund compliance projects UNIQUE QUALIFICATIONS determines that using the Fund's auditor to provide these services creates significant synergy in the form of efficiency, minimized disruption, the ability to maintain a desired level of confidentiality, or where the Fund's auditors posses unique or superior qualifications to provide these services, resulting in superior value and results for the Fund. - ----------------------- --------------------------- ----------------------------------------------- - --------------------------------------- ------------------------ AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY - ------------------------------------- -------------------------- o "One-time" pre-approval o A summary of for the fund fiscal year within all such services and a specified dollar limit related fees 			 (including comparison 			 to specified dollar 				 limits) reported quarterly. o Specific approval is needed to exceed the pre-approved dollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) o Specific approval is needed to use the Fund's auditors for "Synergistic" or "Unique Qualifications" Other Services not denoted as pre-approved to the left, or to add a specific service subcategory as "pre-approved" - ------------------------------------- -------------------------- SECTION III - POLICY DETAIL, CONTINUED - ----------------------- ------------------------- ----------------------------------------------- SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES DESCRIPTION - ----------------------- ------------------------- ----------------------------------------------- PROHIBITED SERVICES Services which result 1. Bookkeeping or other services in the auditors losing related to the accounting records or independence status financial statements of the audit under the Rule. client* 2. Financial information systems design and implementation* 3. Appraisal or valuation services, fairness* opinions, or contribution-in-kind reports 4. Actuarial services (i.e., setting actuarial reserves versus actuarial audit work)* 5. Internal audit outsourcing services* 6. Management functions or human resources 7. Broker or dealer, investment advisor, or investment banking services 8. Legal services and expert services unrelated to the audit 9. Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible - ----------------------- ------------------------- ----------------------------------------------- - ------------------------------------------- ------------------------------ AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY - ------------------------------------------- ------------------------------ o These services are not to be o A summary of all performed with the exception of the(*) services and related services that may be permitted fees reported at each if they would not be subject to audit regularly scheduled procedures at the audit client (as Audit Committee meeting defined in rule 2-01(f)(4)) level will serve as continual the firm providing the service. confirmation that has 				 not provided any restricted services. - ------------------------------------------- ------------------------------ - -------------------------------------------------------------------------------- GENERAL AUDIT COMMITTEE APPROVAL POLICY: o For all projects, the officers of the Funds and the Fund's auditors will each make an assessment to determine that any proposed projects will not impair independence. o Potential services will be classified into the four non-restricted service categories and the "Approval of Audit, Audit-Related, Tax and Other Services" Policy above will be applied. Any services outside the specific pre-approved service subcategories set forth above must be specifically approved by the Audit Committee. o At least quarterly, the Audit Committee shall review a report summarizing the services by service category, including fees, provided by the Audit firm as set forth in the above policy. - -------------------------------------------------------------------------------- (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. N/A (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. N/A (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. N/A (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. N/A ITEMS 5-6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company's investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company's investment adviser, or any other third party, that the company uses, or that are used on the company's behalf, to determine how to vote proxies relating to portfolio securities. Not applicable to open-end management investment companies. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) Disclose the conclusions of the registrant's principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, about the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR 270.30a-2(c))) based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph. The registrant's principal executive officer and principal financial officer have concluded, that the registrant's disclosure controls and procedures are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report, except as described in (b) below. (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 except as follows. Although the registrant experienced no compliance breaches as a result of a weakness detected subsequent to the date of the last evaluation of controls by the registrant's certifying officers, the registrant's investment advisor took corrective action related to a material weakness in the Fund's compliance controls. 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. (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 4, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ John F. Cogan, Jr. John F. Cogan, Jr., President Date August 4, 2004 By (Signature and Title)* /s/ Vincent Nave Vincent Nave, Treasurer Date August 4, 2004 * Print the name and title of each signing officer under his or her signature.