[PIONEER LOGO]
PIONEER MID-CAP
FUND
- -----------------------
ANNUAL REPORT 9/30/96
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<PAGE>
TABLE OF CONTENTS
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<TABLE>
<S> <C>
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 6
Schedule of Investments 10
Financial Statements 14
Notes to Financial Statements 20
Report of Independent Public Accountants 24
Tax Treatment of Distributions 25
Trustees' Fees and Share Ownership 26
Results of Shareowner Meeting 27
Trustees, Officers and Service Providers 29
</TABLE>
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PIONEER MID-CAP FUND
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LETTER FROM THE CHAIRMAN 9/30/96
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DEAR SHAREOWNER,
-----------------------------------------------------------------------------
It is with pleasure that I introduce this report for Pioneer Mid-Cap
Fund, covering the year ended September 30, 1996. We wish to welcome
the Fund's new shareowners, particularly those in the Fund's new Class
B and C Shares. We also wish to thank you for voting on the Proposals
put forth to shareowners earlier in the year; voting results are on
page 27.
This was a pivotal year for your Fund. After great deliberation, we
had concluded that the Fund's original, rather narrow focus on growth
and income from small companies was unlikely to work in shareowners'
best interest over the long term. So, on February 1, the Fund's
investment objective changed to capital growth from investing in
companies with capitalizations between $100 million and $5 billion. We
are pleased to say that Steven Carhart, who joined the Fund as
portfolio manager on July 1, has had a busy and productive tenure. I
encourage you to read this report and the enclosed Inside Pioneer
Mid-Cap Fund to learn about our vision for the Fund.
One final note. As you see, we've given your Fund's annual report a
facelift. The new, improved style reflects what shareowners told us
they want to see in fund reports. Our thanks to all of you who took
the time to respond to our questions. Now you'll find a table of
contents and consistent, easy-to-read summaries of portfolio
information and performance. There's also a Portfolio Management
Discussion, where your Fund's portfolio manager offers insights into
market conditions, portfolio strategy and results.
Please contact your investment representative, or us at 1-800-225-6292,
if you have questions about Pioneer Mid-Cap Fund. Thank you
for your support.
Respectfully,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
PIONEER MID-CAP FUND
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PORTFOLIO SUMMARY 9/30/96
PORTFOLIO DIVERSIFICATION
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(As a percentage of total investment portfolio)
<TABLE>
<S> <C>
Domestic Common Stocks 100%
<CAPTION>
SECTOR DISTRIBUTION
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(As a percentage of equity holdings)
<S> <C>
Technology 28%
Consumer Non-Durables 19%
Financial 16%
Healthcare 13%
Capital Goods 9%
Utilities 5%
Energy 5%
Consumer Durables 3%
Basic Industries 2%
10 LARGEST HOLDINGS
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</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
(As a percentage of equity holdings)
1. Ascend Communications, Inc. 3.93% 6. U.S. Robotics Corp. 2.56%
2. Adaptec, Inc. 3.57 7. Consolidated Stores Corp. 2.55
3. C-Cube Microsystems, Inc. 3.52 8. Health Management 2.47
Associates Inc., Class A
4. Analog Devices, Inc. 2.69 9. Cisco Systems, Inc. 2.46
5. Oxford Health Plans, Inc. 2.61 10. Atmel Corp. 2.40
</TABLE>
Fund holdings will vary for other periods.
2
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PIONEER MID-CAP FUND
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PERFORMANCE UPDATE 9/30/96 CLASS A SHARES
SHARE PRICES AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/96 9/30/95
<S> <C> <C>
$21.12 $21.48
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/95-9/30/96) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
$0.299 $0.375 $1.335
</TABLE>
INVESTMENT RETURNS
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The mountain chart on the right shows the growth of a $10,000
investment made in Pioneer Mid-Cap Fund at public offering price,
compared to the growth of the Russell 2500 Index and the Standard &
Poor's Midcap 400 Index.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
(As of September 30, 1996)
<S> <C> <C>
PERIOD NET ASSET VALUE PUBLIC OFFERING PRICE*
10 Years 11.75% 11.09%
5 Years 12.85 11.52
1 Year 8.61 2.37
</TABLE>
*Reflects deduction of the maximum 5.75% sales charges at the beginning of
the period and assumes reinvestment of distributions at net asset value.
GROWTH OF $10,000
<TABLE>
<CAPTION>
Pioneer Russell Standard & Poor's
Mid-Cap Fund* 2500 Index Midcap 400 Index
<S> <C> <C> <C>
9/86 9,425 $10,000 $10,000
9/87 12,015 12,813 13,048
9/88 11,304 11,779 11,868
9/89 14,280 16,162 14,742
9/90 11,511 13,827 11,160
9/91 15,632 20,765 16,387
9/92 17,985 23,344 18,077
9/93 22,088 28,934 23,516
9/94 22,668 29,403 24,194
9/95 26,348 36,960 30,361
9/96 28,616 42,115 35,168
</TABLE>
The Fund adopted its current name and investment objective on February
1, 1996. Prior to that date, the Fund's name was Pioneer Three and its
objective was growth and income from a portfolio primarily of
small-capitalization stocks.
The Russell 2500 Index is an unmanaged measure of the performance of
stocks of the 2,500 smallest publicly traded companies; the largest
company in the Index has a market capitalization of approximately $3.7
billion. The Standard & Poor's (S&P) Midcap 400 Index is an unmanaged
measure of 400 domestic stocks chosen for market size (average
capitalization is $1.6 billion), liquidity and group representation.
Index returns are calculated monthly, assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in an index.
Past performance does not guarantee future results. Return and share
price fluctuate, and your shares, when redeemed, may be worth more or
less than their original cost.
3
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PIONEER MID-CAP FUND
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PERFORMANCE UPDATE 9/30/96 CLASS B SHARES
SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/96 2/1/96
<S> <C> <C>
$21.02 $19.28
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(2/1/96-9/30/96) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
$0.16 - -
</TABLE>
INVESTMENT RETURNS
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The mountain chart on the right shows the growth of a $10,000
investment made in Pioneer Mid-Cap Fund, compared to the growth of the
Russell 2500 Index and the Standard & Poor's Midcap 400 Index.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURNS
(As of September 30, 1996)
<S> <C> <C>
PERIOD IF HELD IF REDEEMED
Life-of-Fund 9.88% 5.88%
(2/1/96)
</TABLE>
*Reflects deduction of the maximum applicable contingent deferred sales
charge (CDSC) at the end of the period and assumes reinvestment of
distributions. The maximum CDSC of 4% declines over six years.
GROWTH OF $10,000+
<TABLE>
<CAPTION>
Standard
& Poor's
Pioneer Midcap 400 Russell
Mid-Cap Fund Index 2500 Index
------------ ---------- ----------
<S> <C> <C> <C>
2/96 10000 10000 10000
3/96 10254 10147 10204
4/96 10554 10446 10676
5/96 10661 10570 10965
6/96 10355 10440 10629
7/96 9290 9723 9851
8/96 9976 10268 10417
9/96 10365 10741 10868
</TABLE>
+ Index comparisons begin 2/29/96. The Russell 2500 Index is an
unmanaged measure of the performance of stocks of the 2,500 smallest
publicly traded companies; the largest company in the Index has a
market capitalization of approximately $3.7 billion. The Standard &
Poor's (S&P) Midcap 400 Index is an unmanaged measure of 400 domestic
stocks chosen for market size (average capitalization is $1.6
billion), liquidity and group representation. Index returns are
calculated monthly, assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. You
cannot invest directly in an index.
Past performance does not guarantee future results. Return and share
price fluctuate, and your shares, when redeemed, may be worth more or
less than their original cost.
4
<PAGE>
PIONEER MID-CAP FUND
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PERFORMANCE UPDATE 9/30/96 CLASS C SHARES
SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/96 2/1/96
<S> <C> <C>
$21.12 $19.28
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(2/1/96-9/30/96) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
$0.12 - -
</TABLE>
INVESTMENT RETURNS
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The mountain chart on the right shows the growth of a $10,000
investment made in Pioneer Mid-Cap Fund, compared to the growth of the
Russell 2500 Index and the Standard & Poor's Midcap 400 Index.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURNS
(As of September 30, 1996)
<S> <C> <C>
PERIOD IF HELD IF REDEEMED*
Life-of-Fund 10.18% 9.18%
(2/1/96)
</TABLE>
*Reflects deduction of the 1% contingent deferred sales charge (CDSC) at the
end of the period and assumes reinvestment of distributions.
GROWTH OF $10,000+
<TABLE>
<CAPTION>
Standard
& Poor's
Pioneer Midcap 400 Russell
Mid-Cap Fund Index 2500 Index
------------ ---------- ----------
<S> <C> <C> <C>
2/96 10000 10000 10000
3/96 10254 10147 10204
4/96 10544 10446 10676
5/96 10686 10570 10965
6/96 10381 10440 10629
7/96 9317 9723 9851
8/96 10007 10268 10417
9/96 10695 10741 10868
</TABLE>
+ Index comparisons begin 2/29/96. The Russell 2500 Index is an
unmanaged measure of the performance of stocks of the 2,500 smallest
publicly traded companies; the largest company in the Index has a
market capitalization of approximately $3.7 billion. The Standard &
Poor's (S&P) Midcap 400 Index is an unmanaged measure of 400 domestic
stocks chosen for market size (average capitalization is $1.6
billion), liquidity and group representation. Index returns are
calculated monthly, assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. You
cannot invest directly in an index.
Past performance does not guarantee future results. Return and share
price fluctuate, and your shares, when redeemed, may be worth more or
less than their original cost.
5
<PAGE>
PIONEER MID-CAP FUND
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/96
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DEAR SHAREOWNER,
-----------------------------------------------------------------------------
It is a pleasure to report to you at the conclusion of my first quarter
managing Pioneer Mid-Cap Fund. The portfolio is now reoriented in line
with the Fund's new investment objective of capital growth, and we
believe it is positioned to participate in many exciting investment
opportunities in the U.S. economy.
Since the Fund's objective changed on February 1, 1996, the portfolio
has been concentrated into 59 holdings, reduced from 120. Of the 59, 31
are new to the Fund and 28 remain from prior holdings. While this
process was underway, we carefully considered and managed the tax
consequences of portfolio transactions. As a result, this year's
distribution is approximately the same size as last year's, and we
expect it to consist entirely of long-term gains taxable at the lower
capital gains rate.
IDENTIFYING BENEFICIARIES OF GROWTH TRENDS
Pioneer Mid-Cap Fund's focus is on medium-sized American companies,
with market capitalizations between $100 million and $5 billion. Our
goal is to identify companies in a very attractive part of the
corporate life cycle: when they are large enough to have established
their businesses, but still small enough to grow faster than the
economy as a whole.
Interestingly, such companies are not evenly distributed throughout the
economy. Instead, they tend to be clustered in industries that are
themselves dynamic portions of the economy. For example, if we were
investing in such companies in the late 1800s, we would focus on
railroad and steel companies. If we were investing in the 1920s, we
would focus on automobile and electrical equipment stocks.
Looking at economic prospects today, we believe that the most exciting
growth opportunities are related to three trends: our investment-driven
economy; the aging of the population; and exports of U.S. products to
the global economy.
6
<PAGE>
PIONEER MID-CAP FUND
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INVESTMENTS IN TECHNOLOGY FUEL INNOVATION
Until very recently, U.S. economic growth has been stimulated by
consumer demand for housing, autos or services. Since 1990, however,
investment spending by corporations, "non-residential investment," has
grown much more rapidly than consumer demand, as the chart illustrates.
Within corporate demand for equipment, investment in information
technology has been the
most rapidly growing
category. Capital goods,
particularly high
technology equipment, are
heavily represented in the
Fund's holdings.
There have been several key
drivers to the growth of
investment in technology:
the widespread use of ever
more powerful personal
computers; client/server
computing systems;
local and wide area networking of computers; improved
telecommunications equipment; and advanced semi-conductors and other
components. By far, the most dramatic development has been the
convergence of computing and communications in the form of "data
communications." This has occurred both within corporations and in the
public "Internet." The enclosed Inside Pioneer Mid-Cap Fund takes a
closer look at this data communications revolution.
EXPENDITURES BRING GROWTH OPPORTUNITIES
<TABLE>
<CAPTION>
Non-Residential
Year Consumption Investment Government
<S> <C> <C> <C>
1991 100 100 100
1992 102.78 101.86 100.2
1993 105.7 108.38 100.2
1994 108.9 119.06 100.15
1995 111.5 130.42 100.17
1996 114.41 137.94 101.07
Sources: Economic Report of the President; Blue Chip Indicators
</TABLE>
<PAGE>
PIONEER MID-CAP FUND
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/96 (CONTINUED)
NEW INDUSTRIES DEVELOPING TO SERVE AGING POPULATION
The aging of the U.S. population
will change the composition of
our economy and present new
investment opportunities. As the
chart shows, "middle-aged"
people now represent the largest
portion of our nation's
population. As they age, there
will be a steady increase in
demand for healthcare services,
combined with continued concerns
about healthcare costs. An entirely new
industry of private sector, large-scale healthcare service providers is
responding to this need. This trend is broadly represented in the
portfolio with holdings in hospital management, long-term care, health
maintenance, medical instrument and pharmaceutical companies.
GLOBAL ECONOMY CREATES DEMAND FOR U.S. EXPORTS
The third major trend
emphasized in the
portfolio is the new U.S.
export economy. Much has
been written about the
"globalization" of the
economy. Our view is that
the end of the Cold War
has created a period of
peace - similar to that
which prevailed after
World Wars I and II - in
which trade and
development should
flourish. New participants
in the world economy, particularly in the Southern Hemisphere, are
importing large amounts of advanced technology, industrial
<TABLE>
The U.S. Population is Aging
<S> <C> <C>
Age in Years Millions
------------ --------
0-9 42.659
10-19 36.99
20-29 37.04
30-39 44.21
40-49 37.69
50-59 24.72
60-69 19.98
70-79 15.51
80+ 8.09
Source: Donalson Lufkin Jenrette
</TABLE>
<TABLE>
<CAPTION>
FUND HOLDING % OF PORTFOLIO % OVERSEAS SALES
<S> <C> <C>
Union Texas Petroleum Holdings, Inc. 2.04% 75%
Atmel Corp. 2.40 71
C-Cube Microsystems, Inc. 3.52 68
KLA Instruments Corp. 1.83 68
The Interpublic Group of Companies Inc. 1.98 64
Adaptec, Inc. 3.57 64
Viking Office Products, Inc. 1.78 59
Oceaneering International, Inc. 1.33 58
Weatherford Enterra, Inc. 1.28 53
Harsco Corp. 1.07 45
TOTAL PORTFOLIO 23%
Sources: Factset; Value Line
</TABLE>
<PAGE>
PIONEER MID-CAP FUND
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equipment, advanced services and agricultural goods from U.S.
companies. The table on page 8 highlights Fund holdings with the
highest overseas sales as a percentage of their total revenues. Taken
as a group, companies in the portfolio receive 23% of their revenue
from outside the United States, nearly twice the level of our economy
as a whole.
THE BENEFITS OF MID-CAP INVESTING
Although we believe the Fund's investments are among the most exciting
and potentially profitable opportunities in our economy today, they are
not without risk. Stocks of mid-cap companies are typically less liquid
and more volatile than those of larger companies.
On the other hand, you should also recognize the risks you do not take
as a shareowner of Pioneer Mid-Cap Fund. While the Fund's holdings have
the growth and dynamism often associated only with the most rapidly
growing emerging economies, they operate within the supportive U.S.
legal and political environment, and without the currency risk
associated with most foreign securities. We believe the companies in
the Fund's portfolio represent our own emerging American economy, which
can lead the nation into a prosperous new century.
Thank you for your support. If you have questions about your investment
in Pioneer Mid-Cap Fund, please contact your investment representative,
or call Pioneer at 1-800-225-6292.
Respectfully,
/s/ Steven Carhart
Steven Carhart,
Portfolio Manager
9
<PAGE>
PIONEER MID-CAP FUND
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SCHEDULE OF INVESTMENTS 9/30/96
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMMON STOCKS - 100%
BASIC INDUSTRIES - 2.3%
CHEMICALS - 2.3%
607,700 Crompton & Knowles Corp. $ 9,951,087
792,187 RPM, Inc. 13,071,086
----------------
TOTAL BASIC INDUSTRIES $ 23,022,173
----------------
CAPITAL GOODS - 8.9%
ELECTRICAL EQUIPMENT - 3.4%
1,000,000 American Power Conversion Corp.* $ 14,625,000
482,000 Baldor Electric Co. 9,399,000
368,600 Belden, Inc. 10,689,400
----------------
$ 34,713,400
----------------
MANUFACTURING - 2.4%
171,700 Harsco Corp. $ 10,817,100
396,400 Kennametal, Inc. 13,626,250
----------------
$ 24,443,350
----------------
PRODUCER GOODS - 3.1%
318,700 The Duriron Co., Inc. $ 8,445,550
340,000 Harnischfeger Industries, Inc. 12,835,000
277,800 Kimball International, Inc. (Class B) 10,174,425
----------------
$ 31,454,975
----------------
TOTAL CAPITAL GOODS $ 90,611,725
----------------
CONSUMER DURABLES - 2.5%
DURABLES - 1.2%
401,000 Leggett & Platt, Inc. $ 11,779,375
----------------
MOTOR VEHICLES - 1.3%
596,000 Gentex Corp.* $ 13,559,000
----------------
TOTAL CONSUMER DURABLES $ 25,338,375
----------------
CONSUMER NON-DURABLES &
SERVICES - 19.2%
DISTRIBUTORS - 3.3%
558,560 Bergen Brunswig Corp. (Class A) $ 17,734,280
182,100 Cardinal Health, Inc. 15,046,012
----------------
$ 32,780,292
----------------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
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<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
MISC - SERVICES - 6.8%
381,200 APAC Teleservices, Inc.* $ 19,536,500
285,841 CUC International, Inc.* 11,397,910
422,400 The Interpublic Group of Companies, Inc. 19,958,400
700,000 Olsten Corp. 17,412,500
--------------
$ 68,305,310
--------------
RETAIL NON-FOOD - 9.1%
309,000 Arbor Drugs, Inc. $ 6,720,750
642,300 Consolidated Stores Corp.* 25,692,000
365,200 Family Dollar Stores, Inc. 6,345,350
900,000 Office Depot, Inc.* 21,262,500
826,464 Pier 1 Imports, Inc. 13,326,732
600,000 Viking Office Products, Inc.* 18,000,000
----------------
$ 91,347,332
----------------
TOTAL CONSUMER NON-DURABLES & SERVICES $ 192,432,934
----------------
ENERGY - 4.6%
OIL SERVICES - 2.6%
788,300 Oceaneering International, Inc.* $ 13,401,100
471,763 Weatherford Enterra, Inc.* 12,914,512
----------------
$ 26,315,612
----------------
OIL & GAS EXTRACTION - 2.0%
954,000 Union Texas Petroleum Holdings, Inc. $ 20,630,250
----------------
TOTAL ENERGY $ 46,945,862
----------------
FINANCIAL - 16.5%
COMMERCIAL BANK - 1.9%
448,770 CoreStates Financial Corp. $ 19,409,302
----------------
FINANCIAL SERVICES - 2.2%
400,000 First USA, Inc. $ 22,150,000
----------------
INSURANCE - 6.2%
659,200 Allmerica Property & Casualty Companies, Inc. $ 19,116,800
450,000 American Bankers Insurance Group, Inc. 22,500,000
358,000 Selective Insurance Group, Inc. 11,993,000
463,200 Western National Corp. 8,627,100
----------------
$ 62,236,900
----------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/96 (CONTINUED)
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
MISC - FINANCIAL - 6.2%
753,500 Edwards (A.G.), Inc. $ 21,945,688
275,000 Franklin Resources, Inc. 18,253,125
700,000 T. Rowe Price Associates, Inc. 22,750,000
----------------
$ 62,948,813
----------------
TOTAL FINANCIAL $ 166,745,015
----------------
HEALTH CARE - 12.6%
HEALTH SERVICES & PERSONAL CARE - 9.2%
200,000 Apria Healthcare Group, Inc.* $ 3,750,000
302,600 Health Care & Retirement Corp.* 7,111,100
1,000,000 Health Management Associates, Inc. (Class A)* 24,875,000
475,000 Integrated Health Services, Inc. 11,993,750
460,000 Lincare Holdings, Inc.* 18,400,000
530,000 Oxford Health Plans, Inc.* 26,367,500
----------------
$ 92,497,350
----------------
MEDICAL DEVICES - 1.5%
200,021 Boston Scientific Corp.* $ 11,501,207
500,195 Healthdyne Technologies, Inc.* 4,189,133
----------------
$ 15,690,340
----------------
PHARMACEUTICALS - 1.9%
505,000 Watson Pharmaceuticals, Inc.* $ 18,937,500
----------------
TOTAL HEALTH CARE $ 127,125,190
----------------
TECHNOLOGY - 28.3%
COMMUNICATION EQUIPMENT - 8.4%
600,000 Ascend Communications, Inc.* $ 39,675,000
300,000 Cabletron Systems, Inc.* 20,475,000
400,000 Cisco Systems, Inc.* 24,825,000
----------------
$ 84,975,000
----------------
COMPUTER (PERIPHERALS) - 4.8%
999,500 EMC Corp.* $ 22,613,688
400,000 U.S. Robotics Corp.* 25,850,000
----------------
$ 48,463,688
----------------
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMPUTER SOFTWARE AND SERVICES - 1.1%
137,100 BMC Software, Inc.* $ 10,899,450
----------------
ELECTRONICS - 14.0%
600,000 Adaptec, Inc.* $ 36,000,000
1,000,000 Analog Devices, Inc.* 27,125,000
783,000 Atmel Corp.* 24,175,125
800,000 C-Cube Microsystems, Inc.* 35,500,000
821,700 KLA Instruments Corp. 18,488,250
----------------
$ 141,288,375
----------------
TOTAL TECHNOLOGY $ 285,626,513
----------------
UTILITIES - 5.1%
GAS UTILITY - 3.2%
591,300 KN Energy, Inc. $ 20,843,325
324,300 Peoples Energy Corp. 11,026,200
----------------
$ 31,869,525
----------------
UTILITY/OTHER - 1.9%
513,000 Eastern Enterprises $ 19,365,750
----------------
TOTAL UTILITIES $ 51,235,275
----------------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $745,519,464)(a) $ 1,009,083,062
----------------
</TABLE>
* Non-income producing security.
a) At September 30, 1996, the net unrealized gain on investments based
on cost for federal income tax purposes of $745,519,464 was as
follows:
<TABLE>
<C> <S> <C>
Aggregate gross unrealized gain for all
investments in which
there is an excess of value over tax cost $ 279,732,780
Aggregate gross unrealized loss for all
investments in which
there is an excess of tax cost over value (16,169,182)
----------------
Net unrealized gain $ 263,563,598
----------------
</TABLE>
Purchases and sales of securities (excluding temporary cash
investments) for the year ended September 30, 1996, aggregated
approximately $687,673,000 and $748,820,000, respectively.
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
BALANCE SHEET 9/30/96
(DOLLARS IN THOUSANDS EXCEPT NET ASSET VALUE PER SHARE AMOUNTS)
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (cost $745,519) $1,009,083
Receivables -
Investment securities sold 12,410
Fund shares sold 288
Dividends 930
Other 24
----------
Total assets $1,022,735
----------
LIABILITIES:
Payables -
Investment securities purchased $ 4,101
Fund shares repurchased 1,013
Due to bank 2,903
Due to affiliates 1,129
Accrued expenses 94
----------
Total liabilities $ 9,240
----------
NET ASSETS:
Paid-in capital $ 661,790
Accumulated undistributed net realized gain 88,141
Net unrealized gain on investments 263,564
----------
Total net assets $1,013,495
----------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,008,176,934/47,734,689 shares) $ 21.12
----------
Class B (based on $4,939,295/235,032 shares) $ 21.02
----------
Class C (based on $378,771/17,938 shares) $ 21.12
----------
MAXIMUM OFFERING PRICE:
Class A $ 22.41
----------
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED 9/30/96
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $62) $12,426
Interest 5,244
-------
Total investment income $ 17,670
--------
EXPENSES:
Management fees
Basic fee $ 5,061
Performance adjustment (126)
Transfer agent fees
Class A 1,718
Class B 1
Class C --
Distribution fees
Class A 1,846
Class B 9
Class C 1
Accounting 77
Custodian fees 104
Registration fees 70
Professional fees 179
Printing 72
Fees and expenses of nonaffiliated trustees 24
Miscellaneous 56
-------
Total expenses $ 9,092
Less fees paid indirectly (153)
--------
Net expenses $ 8,939
--------
Net investment income $ 8,731
--------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments $100,500
Change in net unrealized gain on investments (28,131)
--------
Net gain on investments 72,369
--------
Net increase in net assets resulting from operations $ 81,100
--------
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
FOR THE YEARS ENDED 9/30/96 AND 9/30/95
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FROM OPERATIONS: 9/30/96 9/30/95
<S> <C> <C>
Net investment income $ 8,731 $ 12,011
Net realized gain on investments 100,500 76,657
Change in net unrealized gain on investments (28,131) 66,524
--------- ---------
Net increase in net assets resulting from
operations $ 81,100 $ 155,192
--------- ---------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income:
Class A ($0.30 and $0.23 per share, respectively) $ (14,724) $ (11,708)
Class B ($0.16 and $0.00 per share, respectively) (8) --
Class C ($0.12 and $0.00 per share, respectively) (1) --
Net realized gain:
Class A ($1.71 and $1.15 per share, respectively) (84,356) (57,659)
--------- ---------
Total distributions to shareholders $ (99,089) $ (69,367)
--------- ---------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 46,141 $ 81,319
Reinvestment of distributions 94,783 66,582
Cost of shares repurchased (191,594) (168,805)
--------- ---------
Net decrease in net assets resulting from fund
share transactions $ (50,670) $ (20,904)
--------- ---------
Net increase (decrease) in net assets $ (68,659) $ 64,921
NET ASSETS:
Beginning of year $1,082,154 $1,017,233
--------- ---------
End of year (including accumulated undistributed net
investment income of $0 and $6,320, respectively) $1,013,495 $1,082,154
--------- ---------
</TABLE>
<TABLE>
<CAPTION>
CLASS A '96 SHARES '96 AMOUNT '95 SHARES '95 AMOUNT
<S> <C> <C> <C> <C>
Shares sold 2,024,154 $ 40,632 4,234,630 $ 81,319
Reinvestment of distributions 4,895,417 94,775 3,754,378 66,582
Less shares repurchased (9,575,701) (190,973) (8,669,270) (168,805)
----------- ---------- ----------- ----------
Net decrease (2,656,130) $ (55,566) (680,262) $ (20,904)
----------- ---------- ----------- ----------
CLASS B*
Shares sold 265,798 $ 5,150
Reinvestment of distributions 351 7
Less shares repurchased (31,117) (613)
----------- ----------
Net increase 235,032 $ 4,544
----------- ----------
CLASS C*
Shares sold 18,290 $ 359
Reinvestment of distributions 50 1
Less shares repurchased (402) (8)
----------- ----------
Net increase 17,938 $ 352
----------- ----------
</TABLE>
* Class B and Class C shares were first publicly offered on February 1,
1996.
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 9/30/96
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
CLASS A 9/30/96 9/30/95 9/30/94 9/30/93 9/30/92
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 21.48 $ 19.92 $ 21.12 $ 18.03 $ 16.16
--------- --------- --------- --------- ----------
Increase from investment operations:
Net investment income $ 0.18 $ 0.24 $ 0.24 $ 0.28 $ 0.33
Net realized and unrealized gain on investments 1.47 2.70 0.32 3.72 2.04
--------- --------- --------- --------- ----------
Net increase from investment operations $ 1.65 $ 2.94 $ 0.56 $ 4.00 $ 2.37
Distributions to shareholders from:
Net investment income (0.30) (0.23) (0.25) (0.29) (0.35)
Net realized gain (1.71) (1.15) (1.51) (0.62) (0.15)
--------- --------- --------- --------- ----------
Net increase (decrease) in net asset value $ (0.36) $ 1.56 $ (1.20) $ 3.09 $ 1.87
--------- --------- --------- --------- ----------
Net asset value, end of year $ 21.12 $ 21.48 $ 19.92 $ 21.12 $ 18.03
--------- --------- --------- --------- ----------
Total return* 8.61% 16.24% 2.62% 22.82% 15.05%
Ratio of net expenses to average net assets 0.90%+ 0.85%+ 0.86% 0.84% 0.85%
Ratio of net investment income to average net assets 0.85%+ 1.18%+ 1.19% 1.43% 1.85%
Portfolio turnover rate 75% 19% 15% 18% 12%
Average commission rate paid (1) $ 0.0527 -- -- -- --
Net assets, end of year (in thousands) $1,008,177 $1,082,154 $1,017,233 $1,019,059 $779,631
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.88% -- -- -- --
Net investment income 0.87% -- -- -- --
</TABLE>
* Assumes initial investment at net asset value at the beginning of each period,
reinvestment of 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 sale charges were taken into account.
+ Ratio assuming no reduction for fees paid indirectly.
(1) Amount represents the rate of commission paid per share on the Fund's
exchange listed security transactions.
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 9/30/96
<TABLE>
<CAPTION>
2/1/96 TO
CLASS B (a) 9/30/96
<S> <C>
Net asset value, beginning of period $ 19.28
--------
Increase from investment operations:
Net investment income $ 0.12
Net realized and unrealized gain on investments 1.78
--------
Net increase from investment operations $ 1.90
Distributions to shareholders from:
Net investment income (0.16)
--------
Net increase in net asset value $ 1.74
--------
Net asset value, end of period $ 21.02
--------
Total return* 9.88%
Ratio of net expenses to average net assets 1.68%**+
Ratio of net investment loss to average net assets (0.26)%**+
Portfolio turnover rate 75%
Average commission rate paid(1) $ 0.0527
Net assets, end of period (in thousands) $ 4,939
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.66%**
Net investment loss (0.24)%**
(a) Class B shares were first publicly offered on February 1, 1996.
* Assumes initial investment at net asset value at the beginning of each period,
reinvestment of 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 sale charges were taken into account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
(1) Amount represents the rate of commission paid per share on the Fund's exchange
listed security transactions.
</TABLE>
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 9/30/96
<TABLE>
<CAPTION>
2/1/96 TO
CLASS C (a) 9/30/96
<S> <C>
Net asset value, beginning of period $ 19.28
--------
Increase from investment operations:
Net investment income $ 0.03
Net realized and unrealized gain on investments 1.93
--------
Net increase from investment operations $ 1.96
Distributions to shareholders from:
Net investment income (0.12)
--------
Net increase in net asset value $ 1.84
--------
Net asset value, end of period $ 21.12
--------
Total return* 10.18%
Ratio of net expenses to average net assets 1.96%**+
Ratio of net investment loss to average net assets (0.29)%**+
Portfolio turnover rate 75%
Average commission rate paid(1) $ 0.0527
Net assets, end of period (in thousands) $ 379
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.93%**
Net investment loss (0.26)%**
(a) Class C shares were first publicly offered on February 1, 1996.
* Assumes initial investment at net asset value at the beginning of each period,
reinvestment of 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 sale charges were taken into account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
(1) Amount represents the rate of commission paid per share on the Fund's exchange
listed security transactions.
</TABLE>
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/96
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Pioneer Mid-Cap Fund (the Fund) is a Delaware business trust registered
under the Investment Company Act of 1940 as a diversified, open-end
management investment company. Effective February 1, 1996, certain
changes were made to the Fund's operations including, among other
things, a new management contract and a change in the Fund's investment
objective from reasonable income and growth of capital to capital growth
exclusively. In connection with this policy change, the Fund changed its
name from Pioneer Three.
The Fund offers three classes of shares - Class A, Class B and Class C
shares. Class B and Class C shares were first publicly offered on
February 1, 1996. Shares issued and outstanding prior to February 1,
1996, were designated as Class A shares. Shares of Class A, Class B and
Class C each represent an interest in the same portfolio of investments
of the Fund and have equal rights to voting, redemptions, dividends and
liquidation, except that each class of shares can bear different
transfer agent and distribution fees and have exclusive voting rights
with respect to the distribution plans that have been adopted by Class
A, Class B and Class C shareholders, respectively.
The Fund's financial statements have been prepared in conformity with
generally accepted accounting principles that require the management of
the Fund to, among other things, make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates. The
following is a summary of significant accounting policies consistently
followed by the Fund, which are in conformity with those generally
accepted in the investment company industry:
A. SECURITY VALUATION
Security transactions are recorded on trade date. Each day, 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.
20
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
Dividend income is recorded on the ex-dividend date and interest
income is recorded on the accrual basis. Temporary cash investments
are valued at amortized cost.
Gains and losses on sales of investments are calculated on the
identified cost method for both financial reporting and federal
income tax purposes. It is the Fund's practice to first select for
sale those securities that have the highest cost and also qualify for
long-term capital gain or loss treatment for tax purposes.
B. FEDERAL INCOME TAXES
It is the Fund's policy to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies
and to distribute all of its taxable income and net realized capital
gains, if any, to its shareholders. Therefore, no federal income tax
provision is required.
The characterization of distributions to shareholders for financial
reporting purposes is determined in accordance with federal income
tax rules. Therefore, the source of the Fund's distributions may be
shown in the accompanying financial statements as either from or in
excess of net investment income or net realized gain on investment
transactions, or from paid-in capital, depending on the type of
book/tax differences that may exist.
At September 30, 1996, the Fund has reclassified approximately
$318,000 from accumulated undistributed net investment income to
accumulated undistributed net realized gain. The reclassification has
no impact on the net asset value of the Fund and is designed to
present the Fund's capital accounts on a tax basis.
C. FUND SHARES
The Fund records sales and repurchases of its shares on trade date.
Net losses, if any, as a result of cancellations are absorbed by
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for
the Fund and an indirect subsidiary of The Pioneer Group, Inc. (PGI).
PFD earned approximately $131,000 in underwriting commissions on the
sale of fund shares during the year ended September 30, 1996.
21
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/96 (CONTINUED)
D. CLASS ALLOCATIONS
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively. Shareholders of each class share all expenses and fees paid to
the transfer agent, Pioneering Services Corporation (PSC), for their
services, which are allocated based on the number of accounts in each class
and the ratable allocation of related out-of-pocket expense (see Note 3).
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on the respective percentage of adjusted net assets at the beginning
of the day. Distributions to shareholders are recorded as of the ex-dividend
date. Distributions paid by the Fund with respect to each class of shares
are calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B and Class C shares can bear different transfer
agent and distribution fees.
2. MANAGEMENT AGREEMENT
Pioneering Management Corporation (PMC), the Fund's investment adviser,
manages the Fund's portfolio and is a wholly owned subsidiary of PGI.
PMC receives a basic fee that is calculated at the annual rate of 0.625%
of the Fund's average daily net assets. The basic fee is subject to a
performance adjustment based on the Fund's investment performance as
compared with the Standard & Poor's Mid-Cap 400 Index. From July 1, 1996
to December 31, 1996, the basic fee is subject to a negative adjustment
of up to 0.20%. For periods after January 1, 1997, the basic fee will be
adjusted up to a maximum of 60.20%. For the year ended September 30,
1996, the aggregate performance adjustment resulted in a reduction to
the basic fee of approximately $126,000.
Prior to July 1, 1996, management fees were calculated at an annual rate
of 0.50% of average daily net assets up to $250 million; 0.48% of the
next $50 million; and 0.45% of the excess over $300 million. For the
year ended September 30, 1996, the net management fee was equivalent to
an annualized rate of 0.49% of average daily net assets.
In addition, under the management agreement, certain other services and
costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At September 30, 1996, approximately
$528,000 was payable to PMC related to management fees and certain other
services.
22
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
3. TRANSFER AGENT
PSC, a wholly owned subsidiary of PGI, provides substantially all
transfer agent and shareholder services to the Fund at negotiated rates.
Included in due to affiliates is approximately $125,000 in transfer
agent fees payable to PSC at September 30, 1996.
4. DISTRIBUTION PLANS
The Fund adopted a Plan of Distribution for each class of shares (Class
A Plan, Class B Plan and Class C Plan) in accordance with Rule 12b-1 of
the Investment Company Act of 1940. Pursuant to the Class A Plan, the
Fund pays PFD a service fee of up to 0.25% of the 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.
On qualifying investments made prior to August 19, 1991, the Class A
Plan provides for reimbursement of such expenditures in an amount not to
exceed 0.15%. Pursuant to the Class B Plan and Class C Plan, the Fund
pays PFD 1.00% of the average daily net assets attributable to each
class of shares. The fee consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or
account maintenance services or distribution services with regard to
Class B and Class C shares. Included in due to affiliates is
approximately $476,000 in distribution fees payable to PFD at September
30, 1996.
In addition, redemptions of each class of shares may be subject to a
contingent deferred sales charge (CDSC). A CDSC of 1.00% may be imposed
on redemptions of certain net asset value purchases of Class A shares
within one year of purchase. Class B shares that are redeemed within six
years of purchase are subject to a CDSC at declining rates beginning at
4.0%, 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%. Proceeds from the CDSC are paid to PFD.
5. EXPENSE OFFSETS
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For
the year ended September 30, 1996, the Fund's expenses were reduced by
approximately $153,000 under such arrangements.
23
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE SHAREHOLDERS AND THE BOARD OF TRUSTEES OF
PIONEER MID-CAP FUND:
We have audited the accompanying balance sheet, including the schedule
of investments, of Pioneer Mid-Cap Fund as of September 30, 1996, and
the related statement of operations, the statements of changes in net
assets, and the financial highlights for the periods presented. These
financial statements and financial highlights are the responsibility
of the Fund's management. Our responsibility is to express an opinion
on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of September 30, 1996 by
correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Pioneer Mid-Cap Fund as of September 30, 1996,
the results of its operations, the changes in its net assets, and the
financial highlights for the periods presented, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
October 31, 1996
24
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
TAX TREATMENT OF DISTRIBUTIONS
MADE DURING THE YEAR ENDED 9/30/96
During the year ended September 30, 1996, Pioneer Mid-Cap Fund paid the
following distributions per share:
<TABLE>
<CAPTION>
NET
NET REALIZED GAIN
TO SHAREOWNERS INVESTMENT -----------------------
OF RECORD PAYMENT DATE INCOME SHORT-TERM LONG-TERM
<S> <C> <C> <C> <C> <C>
CLASS A:
12/20/95 12/28/95 $0.119 $0.375 $ 1.335
6/18/96 6/28/96 0.180 - -
---------- ---------- --------
Total $0.299 $0.375 $ 1.335
---------- ---------- ---------
CLASS B:
6/18/96 6/28/96 $0.160 - -
CLASS C:
6/18/96 6/28/96 $0.120 - -
</TABLE>
On a per share basis, distributions to Class A shareholders from net
realized gain include $1.335, which should be reported as long-term
capital gain. The remaining $0.375 should be combined with the $0.299
distribution from net investment income for a total of $0.674, which
represents ordinary income.
On a per share basis, distributions from net investment income of
$0.160 and $0.120 for Class B and Class C shares, respectively, should
be reported as ordinary income.
Corporate shareholders may deduct up to 70% of qualifying dividends
received during the year. For purposes of computing the exclusion, 100%
of the distributions from net investment income represents qualifying
dividends.
Shareholders who elected to take the Capital Gain Distribution in
additional shares of the Fund should report the distribution as
explained above. The tax cost of the shares received on December 28,
1995, is $19.26 per share for Class A.
The Fund hereby designates $100,500,407 as a capital gain dividend for
purposes of the dividend paid deduction.
25
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
TRUSTEES' FEES AND SHARE OWNERSHIP 9/30/96
TRUSTEES' FEES, PRINCIPAL SHAREHOLDERS AND SHARE
OWNERSHIP OF TRUSTEES AND OFFICERS (UNAUDITED)
The aggregate direct remuneration paid by the Fund to trustees and
officers during the year ended September 30, 1996, was approximately
$21,000, plus expenses incurred in attending trustees meetings of
approximately $3,000. Fees of trustees who are affiliated with or are
"interested persons" of Pioneering Management Corporation and Pioneer
Funds Distributor, Inc., investment adviser and underwriter,
respectively, of the Fund ($1,000 in 1996), are reimbursed to the Fund
by Pioneering Management Corporation in accordance with the management
contract with the Fund. At September 30, 1996, the trustees and
officers of the Fund owned beneficially approximately 31,000 Class A
shares of the Fund (approximately 0.10% of the outstanding Class A
shares). The Pioneer Group, Inc. is a publicly held corporation of
which Mr. Cogan beneficially owned approximately 14% of the outstanding
shares of capital stock at September 30, 1996.
26
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETING
On January 23, 1996, Pioneer Mid-Cap Fund held a special meeting of
shareowners. All Proposals were passed by shareowner vote. Following are
the detailed results of the vote for each Proposal presented.
PROPOSAL 1 -- AMEND THE FUND'S INVESTMENT OBJECTIVES.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
25,622,787.326 1,787,265.055 1,605,038.664
</TABLE>
PROPOSAL 2 -- APPROVE A NEW MANAGEMENT CONTRACT WITH PIONEERING
MANAGEMENT CORPORATION (PMC), including a performance-based management
fee.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
23,571,638.685 3,513,921.485 1,929,530.875
</TABLE>
PROPOSAL 3 -- ALLOW THE FUND TO BE REORGANIZED AS A DELAWARE BUSINESS
TRUST.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
25,578,885.853 1,579,303.248 1,856,901.944
</TABLE>
PROPOSAL 4 -- ELECT EIGHT TRUSTEES TO SERVE ON THE BOARD OF TRUSTEES.
<TABLE>
<CAPTION>
NOMINEE AFFIRMATIVE WITHHELD
<S> <C> <C>
John F. Cogan, Jr. 28,223,009.761 1,534,197.284
Richard H. Egdahl, M.D. 28,105,746.970 1,651,460.075
Margaret B.W. Graham 28,137,829.244 1,619,377.801
John W. Kendrick 28,221,952.784 1,535,254.261
Marguerite A. Piret 28,143,237.146 1,613,969.899
David D. Tripple 28,279,563.241 1,477,643.804
Stephen K. West 28,125,391.489 1,631,815.556
John Winthrop 28,287,642.818 1,469,564.227
</TABLE>
PROPOSAL 5 -- AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING REPURCHASE AGREEMENTS.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
25,587,210.395 1,298,618.085 2,129,262.565
</TABLE>
PROPOSAL 6 -- AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING UNDERWRITING.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
25,430,016.072 1,389,471.582 2,195,603.391
</TABLE>
PROPOSAL 7 -- ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING INVESTMENT IN INVESTMENT COMPANIES.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
25,160,690.953 1,705,781.149 2,148,618.943
</TABLE>
27
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETING (CONTINUED)
PROPOSAL 8 -- AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING COMMODITIES.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
24,514,480.152 2,362,824.698 2,137,786.195
</TABLE>
PROPOSAL 9 -- ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING RESTRICTED SECURITIES.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
24,872,684.654 1,947,534.053 2,194,872.338
</TABLE>
PROPOSAL 10 -- ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING "UNSEASONED" ISSUERS.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
24,665,493.982 2,144,642.095 2,204,954.968
</TABLE>
PROPOSAL 11 -- ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING AFFILIATES OF AFFILIATES OF THE FUND.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
24,596,935.034 2,108,095.007 2,310,061.004
</TABLE>
PROPOSAL 12 -- AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING LOANS.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
24,949,458.715 1,858,794.453 2,206,837.877
</TABLE>
PROPOSAL 13 -- AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING BORROWING.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
24,466,487.555 2,399,734.112 2,148,869.378
</TABLE>
PROPOSAL 14 -- ADD A NEW FUNDAMENTAL INVESTMENT RESTRICTION REGARDING
"SENIOR SECURITIES."
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
25,288,396.064 1,437,333.505 2,289,361.476
</TABLE>
PROPOSAL 15 -- RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS THE FUND'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30,
1996.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
27,329,497.228 589,420.389 1,838,289.428
</TABLE>
28
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
<TABLE>
<S> <C>
TRUSTEES OFFICERS
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Richard H. Egdahl, M.D. President
Margaret B.W. Graham David D. Tripple, Executive Vice
John W. Kendrick President
Marguerite A. Piret William H. Keough, Treasurer
David D. Tripple Joseph P. Barri, Secretary
Stephen K. West
John Winthrop
</TABLE>
INVESTMENT ADVISER
Pioneering Management Corporation
CUSTODIAN
Brown Brothers Harriman & Co.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP
PRINCIPAL UNDERWRITER
Pioneer Funds Distributor, Inc.
LEGAL COUNSEL
Hale and Dorr
SHAREHOLDER SERVICES AND TRANSFER AGENT
Pioneering Services Corporation
29
<PAGE>
- ------------------------------
HOW TO CONTACT PIONEER
- ------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
YOU CAN CALL US FOR:
ACCOUNT INFORMATION, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FACTFONE[Service mark] for automated fund yields,
prices, account information and transactions 1-800-225-4321
RETIREMENTS PLAN INFORMATION 1-800-622-0176
TELECOMMUNICATIONS DEVICE FOR THE DEAF (TDD) 1-800-225-1997
OR WRITE TO US:
Pioneering Services Corporation
60 State Street
Boston, Massachusetts 02109
OUR TOLL-FREE FAX 1-800-225-4240
OUR INTERNET E-MAIL ADDRESS [email protected]
(for general questions about Pioneer only)
THIS REPORT MUST BE PRECEDED OR ACCOMPANIED BY A CURRENT
FUND PROSPECTUS.
<TABLE>
<S> <C>
[LOGO] PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET 1196-3693
BOSTON, MASSACHUSETTS 02109 [Copyright] Pioneer Funds Distributor, Inc.
[Graphic] Printed on Recycled Paper
</TABLE>
