[PIONEER LOGO]
PIONEER
MID-CAP
FUND
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ANNUAL REPORT 9/30/97
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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 25
Trustees, Officers and Service Providers 26
The Pioneer Family of Mutual Funds 27
Programs and Services for Pioneer Shareowners 28
</TABLE>
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PIONEER MID-CAP FUND
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LETTER FROM THE CHAIRMAN 9/30/97
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DEAR SHAREOWNER,
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I am pleased to introduce this report for Pioneer Mid-Cap Fund,
covering its fiscal year. On behalf of your investment team, I thank
you for your interest and this opportunity to comment on today's
investing environment.
As we prepare this report, the world's stock markets have just
demonstrated unprecedented volatility. In the United States, the Dow
Jones Industrial Average took a break from its exhilarating upward
climb to experience - in the space of two days - both its biggest
one-day point drop and its biggest one-day point gain. Asian markets
plunged after languishing for months as they digested currency and
economic changes. European markets bounced around, shaken by the drop
in Asia and then heartened by the speedy U.S. rebound. Even Latin
American markets were affected, mostly in a chain reaction from
nervous investors.
This fast-paced change offers an important lesson in the value of
discipline. We've just had a powerful demonstration of how difficult,
if not impossible, it is to "time the market" to buy only when prices
are lowest and sell only when prices are highest. We have always
believed it is important to buy a stock for the right reasons and at
prices that make sense given a realistic outlook for the company's
prospects. While market swings are unnerving, they shouldn't deter
you from long-term strategies designed to meet long-term goals.
I encourage you to read on to learn more about Pioneer Mid-Cap Fund.
If you have questions, please contact your investment professional,
or Pioneer at 1-800-225-6292.
Respectfully,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.,
Chairman and President
1
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PIONEER MID-CAP FUND
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PORTFOLIO SUMMARY 9/30/97
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PORTFOLIO DIVERSIFICATION
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(As a percentage of total investment portfolio)
U.S. Common Stocks 99%
[PIE CHART]
Short-Term Cash Equivalents 1%
SECTOR DISTRIBUTION
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(As a percentage of equity holdings)
Technology 42%
Consumer
Durables 2%
[PIE CHART] Consumer
Energy 9% Non-Durables 15%
Financial 10% Capital Goods 12%
Healthcare 10%
10 LARGEST HOLDINGS
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(As a percentage of equity holdings)
<TABLE>
<C> <S> <C> <C> <C> <C>
1. Ascend Communications, Inc. 4.38% 6. Adaptec, Inc. 3.03%
2. DSP Communications, Inc. 4.05 7. HBO & Co. 2.92
3. Global Industries, Inc. 3.86 8. American Power Conversion 2.86
Corp.
4. EMC Corp. 3.78 9. Analog Devices, Inc. 2.85
5. Global Marine, Inc. 3.21 10. Accustaff, Inc. 2.70
</TABLE>
Fund holdings will vary for other periods.
2
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PIONEER MID-CAP FUND
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PERFORMANCE UPDATE 9/30/97 CLASS A SHARES
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SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/97 9/30/96
<S> <C> <C>
$23.39 $21.12
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/96 - 9/30/97) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - $1.884
</TABLE>
INVESTMENT RETURNS
<TABLE>
<CAPTION>
Average Annual Total Returns
(As of September 30, 1997)
Period Net Asset Value Public
Offering Price
<S> <C> <C>
10 Years 11.20% 10.54%
5 Years 14.07 12.72
1 Year 21.36 14.37
</TABLE>
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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 Standard & Poor's Midcap 400 Index.
[GRAPH]
Growth of $10,000
Date Pioneer Standard &
Mid-Cap Fund* Poor's 400
Index
A Shares
9/30/87 9,425 10,000
9/30/88 8,867 9,204
9/30/89 11,201 12,637
9/30/90 9,030 10,813
9/30/91 12,262 16,254
9/30/92 14,107 18,277
9/30/93 17,326 22,669
9/30/94 17,780 23,032
9/30/95 20,667 28,967
9/30/96 22,446 33,018
9/30/97 27,240 45,928
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 Standard & Poor's (S&P) Midcap 400 Index is an unmanaged measure of 400
domestic stocks chosen for market size (average capitalization is $2.5
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 9/30/97 CLASS B SHARES
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SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/97 9/30/96
<S> <C> <C>
$22.98 $21.02
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/96 - 9/30/97) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - $1.884
</TABLE>
INVESTMENT RETURNS
<TABLE>
<CAPTION>
Average Annual Total Returns
(As of September 30, 1997)
Period If Held If Redeemed
<S> <C> <C>
Life-of-Fund 18.05% 15.88%
(2/1/96)
1 Year 19.87% 15.87%
</TABLE>
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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
Standard & Poor's Midcap 400 Index.
[GRAPH]
Growth of $10,000
Pioneer Mid-Cap Standard & Poor's
Fund* 400 Index
2/29/96 10,000 10,000
3/31/96 10,254 10,120
4/30/96 10,554 10,429
5/31/96 10,661 10,569
6/30/96 10,355 10,411
7/31/96 9,290 9,706
8/31/96 9,976 10,266
9/30/96 10,765 10,714
10/31/96 10,560 10,745
11/30/96 11,318 11,350
12/31/96 11,174 11,362
1/31/96 11,770 11,788
2/28/97 10,792 11,692
3/31/97 9,956 11,194
4/30/97 9,984 11,483
5/31/97 11,180 12,487
6/30/97 11,079 12,843
7/31/97 12,511 14,109
8/31/97 12,460 14,092
9/30/97 12,904 14,903
+ Index comparison begins 2/29/96. The Standard & Poor's (S&P) Midcap 400 Index
is an unmanaged measure of 400 domestic stocks chosen for market size (average
capitalization is $2.5 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
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PIONEER MID-CAP FUND
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PERFORMANCE UPDATE 9/30/97 CLASS C SHARES
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SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/97 9/30/96
<S> <C> <C>
$23.33 $21.12
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/96 - 9/30/97) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - $1.884
</TABLE>
INVESTMENT RETURNS
<TABLE>
<CAPTION>
Average Annual Total Returns
(As of September 30, 1997)
Period If Held If Redeemed
<S> <C> <C>
Life-of-Fund 18.96% 18.96%
(2/1/96)
1 Year 21.07% 21.07%
</TABLE>
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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 Standard &
Poor's Midcap 400 Index.
[GRAPH]
Growth of $10,000
Pioneer Mid-Cap Standard & Poor's
Fund* 400 Index
2/29/96 10,000 10,000
3/31/96 10,254 10,120
4/30/96 10,544 10,429
5/31/96 10,686 10,569
6/30/96 10,381 10,411
7/31/96 9,317 9,706
8/31/96 10,007 10,266
9/30/96 10,795 10,714
10/31/96 10,585 10,745
11/31/96 11,347 11,350
12/31/96 11,198 11,362
1/31/97 11,797 11,788
2/28/97 10,817 11,692
3/31/97 9,982 11,194
4/30/97 10,010 11,483
5/31/97 11,215 12,487
6/30/97 11,215 12,843
7/31/97 12,671 14,109
8/31/97 12,615 14,092
9/30/97 13,069 14,903
+ Index comparison begins 2/29/96. The Standard & Poor's (S&P) Midcap 400 Index
is an unmanaged measure of 400 domestic stocks chosen for market size (average
capitalization is $2.5 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 9/30/97
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DEAR SHAREOWNER,
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Pioneer Mid-Cap Fund completed an interesting fiscal year on
September 30, 1997. Investors preferred large-company stocks in the
first half of the year, which hindered Fund performance, but during
the most recent six months, they showed renewed interest in the
smaller businesses in your Fund's portfolio. For the 12 months
overall, your Fund's Class A Shares produced a total return of 21.36%
at net asset value.
MID-CAPS STARTED SLOW, FINISHED STRONG
When the Fund's fiscal year began in the fourth quarter of 1996,
market sentiment was favoring large companies, which investors
perceived as offering growth nearly comparable to smaller businesses
such as those in your Fund, but with much lower risk. Investors were
acting conservatively in the wake of a downturn in the U.S. stock
market that had occurred in the summer of 1996, led by a sell-off in
smaller growth stocks, particularly in technology. In the first
quarter of 1997, the U.S. economy grew at a 4.9% annual rate -
roughly twice the level projected, and twice the level most analysts
regard as sustainable. Larger companies profiting from the surging
economy grew more rapidly than expected, and their stocks continued
to rise.
Starting in late April, the economic environment was fairly benign,
with inflation low and interest rates headed down. Investors began to
once again look beyond large, "safe" issues to small- and mid-cap
stocks. Most importantly, profits slowed for stocks in the Standard
and Poor's 500 Index, and the Fund rebounded. From April 30 through
September 30, the Fund's Class A Shares posted a total return of
30.02% at net asset value.
FOCUS ON "EMERGING-GROWTH" COMPANIES
Your Fund's portfolio contains stocks of medium-sized American
companies with market capitalizations between $1 and $5 billion -
mid-cap stocks. Our strategy is to focus on "emerging-growth"
6
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PIONEER MID-CAP FUND
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companies: They are in the early stages of making innovative products
and could be on their way to being the next leaders in their growing
industries. Smaller companies involve more risk - although they offer
the possibility for exceptional gains if they deliver strong
growth - so these stocks usually sell at a discount to their growth
rate. This makes them attractive to price-conscious investors like
us.
SECTOR CONCENTRATION DRIVES PERFORMANCE
The Fund's Class A Shares' 21.36% total return for the year was
strong on an absolute basis, but lagged the 26.88% average total
return for the 211 funds in Lipper Analytical Services' Mid Cap Funds
category. (Returns do not include sales charges.) Unlike many of its
peers, your Fund has large positions in a small number of industries.
As a result, when the market punishes or rewards a sector we invest
in, it affects Fund performance more profoundly. Since our strategy
is theme driven, the sectors we invest in remain generally steady.
THEMES INSIDE THE PORTFOLIO
Emerging-growth companies aren't uniformly distributed around the
economy. They are concentrated in areas where entirely new industries
are developing. We continue to see areas of rapid growth falling into
three major themes: a U.S. economy driven by investment, the aging of
the U.S. population, and the globalization of the economy.
Investment continued to be the driving force of the U.S. economy this
year, dominated by business expenditures for high-technology
equipment. As a result, companies providing technology, such as
computer software and hardware firm Adaptec, continued to make up the
largest portion of the portfolio. The Fund's position in technology
stocks grew from 28% on September 30, 1996 to 42% this September 30,
due to market appreciation of some stocks and increased holdings in
telecommunications equipment providers, such as Ascend
Communications.
We believe the United States is in the process of creating an
entirely new communications system based on the transmission of data
rather than voice. This fiscal year brought abrupt consolidation
7
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PIONEER MID-CAP FUND
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/97 (CONTINUED)
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among manufacturers of data networking equipment, a major
concentration in the portfolio. Holdings became involved in mergers,
either as buyers or sellers, some with terms we considered
unfavorable. Although business operations in the technology sector
remained generally strong, these stocks' market values were stagnant
due to uncertainties sparked by the mergers, hurting short-term
performance. Just the threat of distress drove down stock prices of
industry leaders, including Cisco Systems, which was not affected by
a merger.
The aging of the U.S. population, particularly baby boomers entering
middle age, is creating many investment opportunities. We see growth
potential in financial services and healthcare, particularly. The
portfolio includes financial services firm A.G. Edwards and
healthcare provider Health Management Associates to take advantage of
these trends. Discretionary spending among older Americans also is
increasing. Buying patterns show they spend more money on
sophisticated services, advanced consumer electronics and travel
related services than younger, less-affluent consumers. We expect to
more fully develop this dimension of the portfolio going forward.
Globalization of the economy was difficult to capitalize on this
year. However, the energy sector was one area showing strong investor
interest. Here, we added to the Fund's holdings in stocks of
companies, such as Camco International, that provide exploration
equipment and services to the world's energy producers. Although the
Fund's export-oriented holdings had strong overseas sales, they
slumped when investors showed a preference for larger stocks. Later
in the period, slower-than-expected growth in Europe and turmoil in
some Asian economies hurt their stock price. As we move into 1998,
weakness overseas and the strengthening U.S. dollar suggest we may
see better growth in imports than in exports. To take advantage of
this shift, we added consumer electronics retailer Best Buy Company,
which purchases cheaper foreign products to sell in the United
States.
8
<PAGE>
PIONEER MID-CAP FUND
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A LOOK AHEAD
Going forward, it seems unlikely that the very rapid profit growth
and broad market appreciation the United States experienced in the
recent past will continue. This may seem like bad news, but it could
be good news for your Fund. Diminished growth in larger companies
often focuses investor interest on smaller, faster-growing
enterprises.
We also believe foreign investors will turn away from slow-growing
international markets, particularly Asia. We think they'll find their
new growth opportunities in U.S.-based mid-cap companies focused in
the U.S. marketplace, which should benefit the portfolio. We continue
to be optimistic about the internal dynamics and growth of smaller
companies. To us, they represent the future of American business, and
we believe they provide opportunities for meaningful investment
returns.
Respectfully,
/s/ Steven C. Carhart
Steven C. Carhart,
Portfolio Manager
9
<PAGE>
PIONEER MID-CAP FUND
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SCHEDULE OF INVESTMENTS 9/30/97
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<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMMON STOCKS - 98.9%
CAPITAL GOODS - 11.5%
ELECTRICAL EQUIPMENT - 4.6%
1,050,000 American Power Conversion Corp.* $ 29,531,250
600,000 BMC Industries, Inc. 19,087,500
--------------
$ 48,618,750
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MANUFACTURING - 2.5%
500,000 Harsco Corp. $ 22,687,500
70,000 Kennametal, Inc. 3,395,000
--------------
$ 26,082,500
--------------
PRODUCER GOODS - 4.4%
600,000 AGCO Corp. $ 19,012,500
500,000 Flowserve Corp. 14,937,500
277,800 Kimball International, Inc. (Class B) 11,667,600
--------------
$ 45,617,600
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TOTAL CAPITAL GOODS $ 120,318,850
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CONSUMER DURABLES - 1.9%
TEXTILES/CLOTHING - 1.9%
400,000 Tommy Hilfiger Corp.* $ 19,975,000
--------------
TOTAL CONSUMER DURABLES $ 19,975,000
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CONSUMER NON-DURABLES &
SERVICES - 14.8%
DISTRIBUTORS - 1.9%
270,000 Cardinal Health, Inc. $ 19,170,000
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MISC. SERVICES - 8.8%
900,000 Accustaff, Inc.* $ 27,956,250
627,761 CUC International, Inc.* 19,460,591
450,000 The Interpublic Group of Companies, Inc. 23,090,625
430,000 Tel-Save Holdings, Inc.* 10,346,875
800,000 TeleTech Holdings, Inc.* 11,250,000
--------------
$ 92,104,341
--------------
</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>
RETAIL NON-FOOD - 4.1%
800,000 Best Buy Company, Inc.* $ 19,750,000
556,250 Consolidated Stores Corp.* 23,292,969
--------------
$ 43,042,969
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TOTAL CONSUMER NON-DURABLES & SERVICES $ 154,317,310
--------------
ENERGY - 9.5%
OIL SERVICES - 3.8%
1,000,000 Global Industries, Inc.* $ 39,875,000
--------------
OIL & GAS EXTRACTION - 2.5%
380,000 Camco International, Inc. $ 26,505,000
--------------
OIL REFINERIES & DRILLING - 3.2%
1,000,000 Global Marine, Inc.* $ 33,250,000
--------------
TOTAL ENERGY $ 99,630,000
--------------
FINANCIAL - 9.8%
INSURANCE - 2.6%
206,818 Allmerica Financial Corp. $ 9,087,066
500,000 American Bankers Insurance Group, Inc. 18,250,000
--------------
$ 27,337,066
--------------
MISC. FINANCIAL - 7.2%
460,000 Edwards (A.G.), Inc. $ 23,632,500
260,000 Franklin Resources, Inc. 24,212,500
400,000 T. Rowe Price Associates, Inc. 26,900,000
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$ 74,745,000
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TOTAL FINANCIAL $ 102,082,066
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HEALTH CARE - 10.0%
HEALTH SERVICES & PERSONAL CARE - 7.6%
600,000 Health Management Associates, Inc. * $ 18,975,000
500,000 Integrated Health Services, Inc. 16,718,750
460,000 Lincare Holdings, Inc.* 23,201,250
280,000 Oxford Health Plans, Inc.* 20,965,000
--------------
$ 79,860,000
--------------
PHARMACEUTICALS - 2.4%
425,000 Watson Pharmaceuticals, Inc.* $ 25,393,750
--------------
TOTAL HEALTH CARE $ 105,253,750
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
PIONEER MID-CAP FUND
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SCHEDULE OF INVESTMENTS 9/30/97 (CONTINUED)
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<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
TECHNOLOGY - 41.4%
COMMUNICATION EQUIPMENT - 15.8%
500,000 3Com Corp.* $ 25,625,000
600,000 Adtran, Inc.* 25,312,500
1,400,000 Ascend Communications, Inc.* 45,325,000
370,000 Cisco Systems, Inc.* 27,033,125
2,000,000 DSP Communications, Inc.*+ 41,875,000
--------------
$ 165,170,625
--------------
COMPUTER (EQUIPMENT) - 2.6%
580,000 Sun Microsystems, Inc.* $ 27,151,250
--------------
COMPUTER (PERIPHERALS) - 3.7%
670,000 EMC Corp.* $ 39,111,250
--------------
SOFTWARE AND COMPUTER SERVICES - 7.4%
380,000 BMC Software, Inc.* $ 24,605,000
800,000 HBO & Co. 30,200,000
500,000 Parametric Technology Corp.* 22,062,500
--------------
$ 76,867,500
--------------
ELECTRONICS - 11.9%
670,000 Adaptec, Inc.* $ 31,322,500
880,000 Analog Devices, Inc.* 29,480,000
400,000 KLA-Tencor Corp.* 27,025,000
600,000 LSI Logic Corp.* 19,275,000
500,000 Micron Technology, Inc.* 17,343,750
--------------
$ 124,446,250
--------------
26,153,629 TOTAL TECHNOLOGY $ 432,746,875
--------------
TOTAL COMMON STOCKS
(Cost $720,628,726) $1,034,323,851
--------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
<C> <S> <C>
TEMPORARY CASH INVESTMENT - 1.1%
COMMERCIAL PAPER - 1.1%
$11,020,000 Household Finance Corp., 6.15%, 10/01/97 $ 11,020,000
--------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $11,020,000) $ 11,020,000
--------------
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
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<TABLE>
<CAPTION>
VALUE
<C> <S> <C>
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $731,648,726)(a) $1,045,343,851
--------------
</TABLE>
* Non-income producing security.
+ Investment held by the Fund representing 5% or more of the
outstanding voting stock of such company.
(a) At September 30, 1997, the net unrealized gain on investments based
on cost for federal income tax purposes of $731,648,726 was as
follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 349,616,334
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (35,921,209)
--------------
Net unrealized gain $ 313,695,125
--------------
</TABLE>
Purchases and sales of securities (excluding temporary cash
investments) for the
year ended September 30, 1997 aggregated approximately $615,343,000 and
$785,388,000, respectively.
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
PIONEER MID-CAP FUND
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BALANCE SHEET 9/30/97
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash
investment of $11,020)(cost $731,649) $1,045,344
Receivables -
Investment securities sold 10,977
Fund shares sold 349
Dividends and interest 279
Other 37
----------
Total assets $1,056,986
----------
LIABILITIES:
Payables -
Fund shares repurchased $ 1,411
Due to affiliates 1,061
Accrued expenses 69
----------
Total liabilities $ 2,541
----------
NET ASSETS:
Paid-in capital $ 595,596
Accumulated undistributed net realized gain on investments 145,154
Net unrealized gain on investments 313,695
----------
Total net assets $1,054,445
----------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,048,648/44,831,422 shares) $ 23.39
----------
Class B (based on $5,045/219,517 shares) $ 22.98
----------
Class C (based on $752/32,240 shares) $ 23.33
----------
MAXIMUM OFFERING PRICE:
Class A $ 24.82
----------
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
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STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED 9/30/97
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends $ 4,677
Interest 351
------
Total investment income $ 5,028
--------
EXPENSES:
Management fees
Basic fee $ 6,199
Performance adjustment (1,350)
Transfer agent fees
Class A 1,541
Class B 15
Class C 2
Distribution fees
Class A 1,814
Class B 32
Class C 5
Accounting 103
Custodian fees 196
Registration fees 53
Professional fees 33
Printing 57
Fees and expenses of nonaffiliated trustees 29
Miscellaneous 47
------
Total expenses $ 8,776
Less fees paid indirectly (281)
--------
Net expenses $ 8,495
--------
Net investment loss $ (3,467)
--------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $145,155
Change in net unrealized gain on investments 50,131
--------
Net gain on investments $195,286
--------
Net increase in net assets resulting from operations $191,819
--------
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
PIONEER MID-CAP FUND
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STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
FOR THE YEARS ENDED 9/30/97 AND 9/30/96
(DOLLARS IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FROM OPERATIONS: 9/30/97 9/30/96
<S> <C> <C>
Net investment income (loss) $ (3,467) $ 8,731
Net realized gain on investments 145,155 100,500
Change in net unrealized gain on investments 50,131 (28,131)
---------- ----------
Net increase in net assets resulting from operations $ 191,819 $ 81,100
---------- ----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income:
Class A ($0.00 and $0.30 per share, respectively) $ - $ (14,724)
Class B ($0.00 and $0.16 per share, respectively) - (8)
Class C ($0.00 and $0.12 per share, respectively) - (1)
Net realized gain:
Class A ($1.88 and $1.71 per share, respectively) (87,843) (84,356)
Class B ($1.88 and $0.00 per share, respectively) (268) -
Class C ($1.88 and $0.00 per share, respectively) (30) -
---------- ----------
Total distributions to shareholders $ (88,141) $ (99,089)
---------- ----------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 59,241 $ 46,141
Reinvestment of distributions 83,823 94,783
Cost of shares repurchased (205,792) (191,594)
---------- ----------
Net decrease in net assets resulting from
fund share transactions $ (62,728) $ (50,670)
---------- ----------
Net increase (decrease) in net assets $ 40,950 $ (68,659)
NET ASSETS:
Beginning of year 1,013,495 1,082,154
---------- ----------
End of year (including accumulated net investment
loss of $0 and $0, respectively) $1,054,445 $1,013,495
---------- ----------
</TABLE>
<TABLE>
<CAPTION>
CLASS A '97 SHARES '97 AMOUNT '96 SHARES '96 AMOUNT
<S> <C> <C> <C> <C>
Shares sold 2,537,678 $ 52,928 2,024,154 $ 40,632
Reinvestment of distributions 4,247,313 83,544 4,895,417 94,775
Less shares repurchased (9,688,258) (199,441) (9,575,701) (190,973)
---------- --------- ---------- ---------
Net decrease (2,903,267) $ (62,969) (2,656,130) $ (55,566)
---------- --------- ---------- ---------
CLASS B*
Shares sold 274,224 $ 5,805 265,798 $ 5,150
Reinvestment of distributions 13,072 255 351 7
Less shares repurchased (302,811) (6,114) (31,117) (613)
---------- --------- ---------- ---------
Net increase (decrease) (15,515) $ (54) 235,032 $ 4,544
---------- --------- ---------- ---------
CLASS C*
Shares sold 24,401 $ 508 18,290 $ 359
Reinvestment of distributions 1,204 24 50 1
Less shares repurchased (11,303) (237) (402) (8)
---------- --------- ---------- ---------
Net increase 14,302 $ 295 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 9/30/97
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
CLASS A 9/30/97 9/30/96 9/30/95 9/30/94 9/30/93
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 21.12 $ 21.48 $ 19.92 $ 21.12 $ 18.03
--------- --------- --------- --------- ---------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.08) $ 0.18 $ 0.24 $ 0.24 $ 0.28
Net realized and unrealized gain on investments 4.23 1.47 2.70 0.32 3.72
--------- --------- --------- --------- ---------
Net increase from investment operations $ 4.15 $ 1.65 $ 2.94 $ 0.56 $ 4.00
Distributions to shareholders:
Net investment income - (0.30) (0.23) (0.25) (0.29)
Net realized gain (1.88) (1.71) (1.15) (1.51) (0.62)
--------- --------- --------- --------- ---------
Net increase (decrease) in net asset value $ 2.27 $ (0.36) $ 1.56 $ (1.20) $ 3.09
--------- --------- --------- --------- ---------
Net asset value, end of year $ 23.39 $ 21.12 $ 21.48 $ 19.92 $ 21.12
--------- --------- --------- --------- ---------
Total return* 21.36% 8.61% 16.24% 2.62% 22.82%
Ratio of net expenses to average net assets 0.87%+ 0.90%+ 0.85%+ 0.86% 0.84%
Ratio of net investment income (loss) to average net
assets (0.37)% + 0.85%+ 1.18%+ 1.19% 1.43%
Portfolio turnover rate 63% 75% 19% 15% 18%
Average commission rate paid (1) $ 0.0575 $ 0.0527 - - -
Net assets, end of year (in thousands) $1,048,648 $1,008,177 $1,082,154 $1,017,233 $1,019,059
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.85% 0.88% - - -
Net investment income (loss) (0.35)% 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 sales 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 9/30/97
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED 2/1/96 TO
CLASS B 9/30/97 9/30/96
<S> <C> <C>
Net asset value, beginning of period $ 21.02 $ 19.28
-------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.22) $ 0.12
Net realized and unrealized gain on
investments 4.06 1.78
-------- --------
Net increase from investment
operations $ 3.84 $ 1.90
Distributions to shareholders:
Net investment income - (0.16)
Net realized gain (1.88) -
-------- --------
Net increase in net asset value $ 1.96 $ 1.74
-------- --------
Net asset value, end of period $ 22.98 $ 21.02
-------- --------
Total return* 19.87% 9.88%
Ratio of net expenses to average net assets 2.00%+ 1.68%**+
Ratio of net investment loss to average net
assets (1.51)%+ (0.26)%**+
Portfolio turnover rate 63% 75%
Average commission rate paid(1) $ 0.0575 $ 0.0527
Net assets, end of period (in thousands) $ 5,045 $ 4,939
Ratios assuming reduction for fees paid
indirectly:
Net expenses 1.96% 1.66%**
Net investment loss (1.47)% (0.24)%**
* 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 9/30/97
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED 2/1/96 TO
CLASS C 9/30/97 9/30/96
<S> <C> <C>
Net asset value, beginning of period $ 21.12 $ 19.28
-------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.20) $ 0.03
Net realized and unrealized gain on
investments 4.29 1.93
-------- --------
Net increase from investment
operations $ 4.09 $ 1.96
Distributions to shareholders:
Net investment income - (0.12)
Net realized gain (1.88) -
-------- --------
Net increase in net asset value $ 2.21 $ 1.84
-------- --------
Net asset value, end of period $ 23.33 $ 21.12
-------- --------
Total return* 21.07% 10.18%
Ratio of net expenses to average net assets 1.91%+ 1.96%**+
Ratio of net investment loss to average net
assets (1.43)%+ (0.29)%**+
Portfolio turnover rate 63% 75%
Average commission rate paid(1) $ 0.0575 $ 0.0527
Net assets, end of period (in thousands) $ 752 $ 379
Ratios assuming reduction for fees paid
indirectly:
Net expenses 1.87% 1.93%**
Net investment loss (1.39)% (0.26)%**
* 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 sales 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 9/30/97
- --------------------------------------------------------------------------------
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. The investment objective of the Fund is
to seek capital growth. On February 1, 1996, the Fund adopted its
current name and investment objective. Prior to that date, the Fund's
name was Pioneer Three and its objective was growth and income.
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. Dividend income is recorded
on the ex-dividend date and interest
20
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
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, 1997, the Fund has reclassified approximately
$3,467,000 and $1,000 from accumulated undistributed net loss and
accumulated undistributed net realized gain on investments,
respectively, to paid-in capital. 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.
In order to comply with federal income tax regulations, the Fund has
designated approximately $145,155,000 as a capital gain dividend for
the purposes of the dividend paid deduction.
C. FUND SHARES
The Fund records sales and repurchases of its shares on trade date.
Net losses, if any, incurred 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 $109,000 in underwriting
commissions on the sale of fund shares during the year ended
September 30, 1997.
21
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/97 (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. From July 1, 1996 to
December 31, 1996, the basic fee was subject to a negative adjustment
of up to 0.20%. The basic fee is currently subject to a performance
adjustment up to a maximum of +/- .20% based on the Fund's investment
performance as compared with the Standard & Poor's Mid-Cap 400 Index.
For the year ended September 30, 1997, the aggregate performance
adjustment was approximately $1,350,000. The management fee was
equivalent to a rate of 0.49% of average daily net assets for the year.
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, 1997, approximately
$418,000 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 $153,000 in
transfer agent fees payable to PSC at September 30, 1997.
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 $490,000 in distribution fees payable to PFD at September
30, 1997.
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. For the year ended September 30, 1997, CDSCs in the amount
of approximately $11,000 were paid to PFD.
5. EXPENSE OFFSETS
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For
the year ended September 30, 1997, the Fund's expenses were reduced by
approximately $281,000 under such arrangements.
23
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/97 (CONTINUED)
- --------------------------------------------------------------------------------
6. AFFILIATED COMPANIES
The Fund's investments in certain companies exceed 5% of the
outstanding voting stock. Such companies are deemed affiliates of the
Fund for financial reporting purposes. The following summarizes
transactions with affiliates of the Fund as of September 30, 1997
(amounts in thousands):
<TABLE>
<CAPTION>
DIVIDEND
AFFILIATES PURCHASES SALES INCOME VALUE
---------------------------- --------- ----- -------- -------
<S> <C> <C> <C> <C>
DSP Communications, Inc. $31,490 - - $41,875
</TABLE>
- -------------------------------------------------------------------------------
- -
24
<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, 1997, and
the related statement of operations, statements of changes in net
assets and 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, 1997 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, 1997,
the results of its operations, the changes in its net assets and
financial highlights for the periods presented, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
October 31, 1997
25
<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 LLP
SHAREOWNER SERVICES AND TRANSFER AGENT
Pioneering Services Corporation
26
<PAGE>
- --------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
For information about any Pioneer mutual fund, please contact your investment
representative, or call Pioneer at 1-800-225-6292. Ask for a free fund
information kit, which includes a fund prospectus. Please read the prospectus
carefully before you invest or send money.
GROWTH FUNDS
GLOBAL/INTERNATIONAL
Pioneer Emerging Markets Fund
Pioneer Europe Fund
Pioneer Gold Shares
Pioneer India Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
UNITED STATES
Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer Micro-Cap Fund*
Pioneer Mid-Cap Fund
Pioneer Small Company Fund
GROWTH AND INCOME FUNDS
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Fund
Pioneer Real Estate Shares
Pioneer II
INCOME FUNDS
TAXABLE
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer Short-Term Income Trust*
TAX-EXEMPT
Pioneer Intermediate Tax-Free Fund
Pioneer Tax-Free Income Fund
MONEY MARKET FUND
Pioneer Cash Reserves Fund
*Offers Class A and B Shares only
27
<PAGE>
- --------------------------------------------------------------------------------
PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
- --------------------------------------------------------------------------------
Your investment representative can give you additional information on
Pioneer's programs and services. If you want to order literature on
any of the following items directly, simply call Pioneer at
1-800-225-6292.
FACTFONE(SM)
Our automated account information service, available to you 24 hours a
day, seven days a week. FactFone gives you a quick and easy way to
check fund share prices, yields, dividends and distributions, as well
as information about your own account. Simply call 1-800-225-4321. For
specific account information, have your 13-digit account number and
four-digit personal identification number at hand.
90-DAY REINSTATEMENT PRIVILEGE (FOR CLASS A SHARES)
Enables you to reinvest all or a portion of the money you redeem from
your Pioneer account - without paying a sales charge - within 90 days
of your redemption. You have the choice of investing in any Pioneer
fund, as long as you meet its minimum investment requirement.
INVESTOMATIC PLAN
An easy and convenient way for you to invest on a regular basis. All
you need to do is authorize a set amount of money to be moved out of
your bank account into the Pioneer fund of your choice. Investomatic
also allows you to change the dollar amount, frequency and investment
date right over the phone. By putting aside affordable amounts of
money regularly, you can build a long-term investment - without
sacrificing your current standard of living.
PAYROLL INVESTMENT PROGRAM (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All
that's involved is for your employer to fill out an authorization form
allowing Pioneer to deduct from participating employees' paychecks.
You specify the dollar amount you want to invest into the Pioneer
fund(s) of your choice.
28
<PAGE>
- --------------------------------------------------------------------------------
AUTOMATIC EXCHANGE PROGRAM
A simple way to move money from a money market or bond fund into a
stock fund over a period of time. Just invest a lump sum in a Pioneer
money market fund or bond fund. Then, select the Pioneer equity fund
or funds you wish to invest in, and choose the amounts and dates for
Pioneer to sell shares of your money market or bond fund and use the
proceeds to buy shares of the Pioneer equity fund you have chosen.
Over time, your original investment will be shifted to your Pioneer
equity fund.
DIRECTED DIVIDENDS
Lets you invest cash dividends from one Pioneer fund to an account in
another Pioneer fund with no sales charge or fee. Simply fill out the
applicable information on a Pioneer Account Options Form. (This
program is available for dividend payments only; capital gains
distributions are not eligible at this time.)
DIRECT DEPOSIT
Lets you move money into your bank account using electronic funds
transfer (EFT). EFT moves your money faster than you would receive a
check, eliminates unnecessary paper and mail, and avoids lost checks.
Simply fill out a Pioneer Direct Deposit Form, giving your
instructions.
SYSTEMATIC WITHDRAWAL PLAN (SWP)
Lets you establish automatic withdrawals from your account at set
intervals. You decide the frequency and the day of the month you want.
Pioneer will send the proceeds by check to the address you designate,
or electronically to your bank account. You also can authorize Pioneer
to make the redemptions payable to someone else. (SWPs are available
for accounts with a value of $10,000 or more.)
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.
CALL US FOR:
ACCOUNT INFORMATION, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FACTFONE(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
RETIREMENT PLANS INFORMATION 1-800-622-0176
TELECOMMUNICATIONS DEVICE FOR THE DEAF (TDD) 1-800-225-1997
WRITE TO US:
Pioneering Services Corporation
60 State Street
Boston, Massachusetts 02109
OUR TOLL-FREE FAX 1-800-225-4240
OUR INTERNET E-MAIL ADDRESS [email protected]
(for general questions about Pioneer only)
VISIT OUR WEBSITE: WWW.PIONEERFUNDS.COM
THIS REPORT MUST BE PRECEDED OR ACCOMPANIED BY A CURRENT
FUND PROSPECTUS.
[LOGO] PIONEER FUNDS DISTRIBUTOR, INC. 1197-4587
60 STATE STREET (C) Pioneer Funds Distributor, Inc.
BOSTON, MASSACHUSETTS 02109 [GRAPHIC] Printed on Recycled Paper
WWW.PIONEERFUNDS.COM
