<PAGE>
[PIONEER LOGO]
PIONEER
MID-CAP
FUND
SEMIANNUAL REPORT 3/31/98
<PAGE>
TABLE OF CONTENTS
--------------------------------------------------------------------
<TABLE>
<S> <C>
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 6
Schedule of Investments 9
Financial Statements 14
Notes to Financial Statements 20
Report of Independent Public Accountants 24
Trustees, Officers and Service Providers 25
Programs and Services for Pioneer Shareowners 26
Retirement Plans from Pioneer 28
</TABLE>
<PAGE>
PIONEER MID-CAP FUND
-----------------------------------------------------------------------------
LETTER FROM THE CHAIRMAN 3/31/98
-----------------------------------------------------------------------------
DEAR SHAREOWNER,
-----------------------------------------------------------------------------
I am pleased to introduce this semiannual report for Pioneer Mid-Cap
Fund, covering the six months ended March 31, 1998. On behalf of your
investment team, I thank you for your interest and this opportunity
to comment on today's investing environment.
The United States' economic news continued to be positive, propelling
the domestic stock market to yet another series of record highs.
Large-capitalization stocks were the big winners, with the Dow Jones
Industrial Average returning nearly 12% as concerns about the Asian
crisis drew investors toward the safety of U.S. "blue chip"
companies.
While the mid-sized stocks of the type found in your Fund have not
kept up with larger stocks, history tells us that markets are
cyclical. While it is impossible to predict the direction of the
markets with any degree of certainty, the fact remains that large
company stocks' record-breaking pace has pushed that group's average
price-to-earnings ratio to an all-time high. Smaller stocks, on the
other hand, are trading at lower ratios. It would not be surprising
to see a new trend emerge, with small- and mid-capitalization issues
taking leadership positions as investors search for more reasonable
valuations.
We believe that by using a disciplined approach to choosing stocks -
purchasing stocks for the right reasons at reasonable prices - we can
provide the best opportunity for positive long-term results.
Investors who maintain a diversified portfolio with a long-term
perspective should be able to weather any short-term risks the market
may pose.
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
<PAGE>
PIONEER MID-CAP FUND
-----------------------------------------------------------------------------
PORTFOLIO SUMMARY 3/31/98
-----------------------------------------------------------------------------
PORTFOLIO DIVERSIFICATION
-----------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[PIE CHART]
<TABLE>
<S> <C>
U.S. Common Stocks 99.5%
Short-Term Cash Equivalents 0.5%
</TABLE>
SECTOR DISTRIBUTION
-----------------------------------------------------------------------------
(As a percentage of equity holdings)
[PIE CHART]
<TABLE>
<S> <C>
Technology 27%
Consumer Cyclicals 23%
Financial 20%
Healthcare 10%
Energy 7%
Capital Goods 5%
Communication Services 4%
Consumer Staples 4%
</TABLE>
10 LARGEST HOLDINGS
-----------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<C> <S> <C> <C> <C> <C>
1. HBO & Co. 2.74% 6. Compuware Corp. 2.33%
2. Williams-Sonoma, Inc. 2.73 7. Sterling Commerce, Inc. 2.19
3. AccuStaff, Inc. 2.61 8. Bed Bath & Beyond Inc. 2.18
4. Global Industries, Ltd. 2.56 9. LCI International, Inc. 2.18
5. Parametric Technology Co. 2.52 10. Cendant Corp. 2.10
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/98 CLASS A SHARES
SHARE PRICES AND DISTRIBUTIONS
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 3/31/98 9/30/97
<S> <C> <C> <C>
$21.53 $23.39
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/97 - 3/31/98) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - $3.354
</TABLE>
INVESTMENT RETURNS
-----------------------------------------------------------------------------
[boxed text]
AVERAGE ANNUAL TOTAL RETURNS
(As of March 31, 1998)
<TABLE>
<CAPTION>
NET ASSET PUBLIC OFFERING
PERIOD VALUE PRICE
<S> <C> <C>
10 Years 13.66% 12.99%
5 Years 12.24 10.92
1 Year 42.97 34.78
</TABLE>
* Reflects deduction of the maximum
5.75% sales charge at the beginning
of the period and assumes reinvest-
ment of distributions at net aset
value.
-----------------------------------------------------
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.
[mountain chart]
-----------------
GROWTH OF $10,000
-----------------
<TABLE>
<CAPTION>
Standard & Poor's
Pioneer Mid-Cap Fund* MidCap 400 Index
<S> <C> <C>
3/31/88 9,425 10,000
3/31/89 11,210 11,705
3/31/90 12,369 14,023
3/31/91 12,991 16,874
3/31/92 15,971 20,488
3/31/93 19,033 23,791
3/31/94 20,233 25,249
3/31/95 20,756 27,373
3/31/96 24,205 35,150
3/31/97 23,714 38,878
3/31/98 33,904 57,904
</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 Standard & Poor's 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 the 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
<PAGE>
PIONEER MID-CAP FUND
-----------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/98 CLASS B SHARES
-----------------------------------------------------------------------------
SHARE PRICES AND DISTRIBUTIONS
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 3/31/98 9/30/97
<S> <C> <C> <C>
$20.94 $22.98
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/97 - 3/31/98) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - $3.354
</TABLE>
INVESTMENT RETURNS
-----------------------------------------------------------------------------
[boxed text]
AVERAGE ANNUAL TOTAL RETURNS
(As of March 31, 1998)
<TABLE>
<CAPTION>
IF IF
PERIOD HELD REDEEMED*
<S> <C> <C>
Life-of-Fund 18.17% 17.02%
(2/1/96)
1 Year 41.12 37.12
</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.
-----------------------------------------------------
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.
[mountain chart]
-----------------
GROWTH OF $10,000+
-----------------
<TABLE>
<CAPTION>
Standard & Poor's
Pioneer Mid-Cap Fund* MidCap 400 Index
<S> <C> <C>
2/29/96 10,000 10,000
3/31/96 10,254 10,147
6/30/96 10,355 10,440
9/30/96 10,765 10,741
12/31/96 11,174 11,391
3/31/97 9,956 11,224
6/30/97 11,079 12,871
9/30/97 12,904 14,938
12/31/97 11,809 15,061
331//98 13,750 16,716
</TABLE>
+ Index comparison begins 2/29/96. The Standard & Poor's 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 the 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
-----------------------------------------------------------------------------
PERFORMANCE UPDATE 3/31/98 CLASS C SHARES
-----------------------------------------------------------------------------
SHARE PRICES AND DISTRIBUTIONS
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 3/31/98 9/30/97
<S> <C> <C> <C>
$21.34 $23.33
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/97 - 3/31/98) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - $3.354
</TABLE>
INVESTMENT RETURNS
-----------------------------------------------------------------------------
[boxed text]
AVERAGE ANNUAL TOTAL RETURNS
(As of March 31, 1998)
<TABLE>
<CAPTION>
IF IF
PERIOD HELD REDEEMED
<S> <C> <C>
Life-of-Fund 18.90% 18.90%
(2/1/96)
1 Year 42.65 42.65
</TABLE>
* Assumes reinvestment of distribu-
tions. A 1% contingent deferred
sales charge (CDSC) is deducted at
the end of the period for redemp-
tions made within one year of
purchase.
-----------------------------------------------------
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.
[mountain chart]
-----------------
GROWTH OF $10,000+
-----------------
<TABLE>
<CAPTION>
Standard & Poor's
Pioneer Mid-Cap Fund* MidCap 400 Index
<S> <C> <C>
2/29/96 10,000 10,000
3/31/96 10,254 10,147
6/30/96 10,381 10,440
9/30/96 10,795 10,741
12/31/96 11,198 11,391
3/31/97 9,982 11,224
6/30/97 11,215 12,871
9/30/97 13,069 14,938
12/31/97 11,971 15,061
3/31/98 14,240 16,716
</TABLE>
+ Index comparison begins 2/29/96. The Standard & Poor's 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 the 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
-----------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 3/31/98
-----------------------------------------------------------------------------
DEAR SHAREOWNER,
-----------------------------------------------------------------------------
The past six months were challenging, and at times frustrating, for
mid-cap investors as large capitalization stocks, like those found in
the record-setting Standard & Poor's 500 Index, again outperformed
mid-capitalization stocks. For the first half of its fiscal year, the
six months ending March 31, 1998, Pioneer Mid-Cap Fund's Class A
Shares generated a total return of 9.54% at net asset value. In
comparison, total return was 11.91% for the Standard & Poor's Midcap
400 Index, and 17.18% for the Standard & Poor's 500 Index.
ASIAN TURMOIL SPARKS SHIFT IN PORTFOLIO
We saw significant market volatility in the United States in this
period, sparked when several Asian economies collapsed in late
October and struggled through early 1998. As the number of imprudent
loans and investments made in and to Asia over the past few years
grew apparent, stocks around the world declined as investors became
wary of the potential global impact on earnings and the possibility
of a regional or global recession.
When the difficulties surfaced, the Fund held a significant number of
stocks whose outlook depended upon exports, including exports to
Asia. In late 1997 and early 1998, we moved out of these, and
increased our attention to companies that focus on U.S. customers.
Our judgment was - and remains - that the structural problems in Asia
are likely to be long-lasting and will reduce foreign demand for U.S.
products, especially capital goods. In addition, we expect a drop in
demand from Asia to result in excess inventory and production
capacity for many globally traded goods. We think this, in turn,
could significantly drive down prices and cut profit margins for
manufacturers. As a result, we sold out of trade-sensitive capital
spending companies such as KLA Instruments and Sun Microsystems.
FOCUSING ON SERVICE PROVIDERS
We also believe the U. S. economy - particularly consumer
spending - is strong enough to safeguard against a domestic
recession, for the near future at least. Given our outlook, in
November we decided that the most appropriate emphasis for the
portfolio would
6
<PAGE>
PIONEER MID-CAP FUND
----------------------------------------------------------------------------
----------------------------------------------------------------------------
be companies that offer services to our domestic market, rather than
providing goods or services abroad.
The key to this shift was the difference in pricing between goods and
services. Although general data show inflation slowing, most service
sectors have been increasing prices. Trained people are scarce in
the United States,
allowing high value-added
service companies to bump
up pricing by 3 to 5%
annually. In contrast,
manufacturers have often
had to reduce prices to [CHART OMITTED]
compete with imports. The
adjacent chart shows that,
in the United States, the
service sector has been
able to sustain or
increase prices, while
prices of goods are now
dropping due to foreign
competition.
---------------------------------------------------------------
CHART:
PRICES OF GOODS AND SERVICES
----------------------------
<TABLE>
<CAPTION>
GOODS SERVICES
<S> <C> <C>
2.3% 3.8%
2.5 4
2.4 4
2.6 4.1
2.6 4.2
2.3 4.2
1.9 4.2
1.6 4
1.5 4.2
1.4 4.2
1.9 4.1
1.8 3.9
2.4 4
2.6 3.9
2.6 3.8
2.4 3.6
2.5 3.7
2.3 3.6
2.6 3.8
2.8 3.8
3.2 3.7
3.2 3.7
2.6 3.8
2.8 4
2 3.8
1.5 3.6
1.2 3.7
1.1 3.7
1.1 3.5
1.4 3.4
1.3 3.1
0.9 3
0.6 2.9
0.2 3.1
0.1 2.9
-0.1 3.2
-0.3 3
</TABLE>
Source: International Strategy and Investor
Group, Bureau of Labor Statistics
---------------------------------------------------------------
The Fund has had significant holdings in service industries for some
time, particularly healthcare and financial service companies that
focus on the needs of our aging population. In the final months of
1997 and early in 1998, we added to these sectors. We also added new
exposure to other service-related industries -- communications, waste
disposal, business outsourcing, computer services and retail.
IMPROVING PERFORMANCE IN SECOND QUARTER
Things began to look up for your Fund as the first months of 1998
unfolded. Domestically focused service businesses generally met or
exceeded profit expectations, while many manufacturers reported lower
volumes, prices or profits. The portfolio recovered the losses of the
fourth quarter, and continued to produce gains through March. The
largest gains came in computer services, retail and business service
companies including HBO & Co., AccuStaff, Bed Bath & Beyond and
Williams-Sonoma. We are encouraged by this show of performance from
the realigned portfolio.
7
<PAGE>
PIONEER MID-CAP FUND
-----------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 3/31/98 (CONTINUED)
-----------------------------------------------------------------------------
LOOKING FORWARD
We expect service companies to outpace the broad market for the
immediate future. However, policy adjustments in Asia appear to be
moving ahead. Although structural problems of their financial systems
likely will prevent rapid growth this year, the cumulative effect of
policy actions may allow Asian economies to show improvement next
year. If they do, we may again readjust the portfolio to include more
export-based U.S. companies. Until then, we think the Fund is well
positioned. We also recognize other risks, such as acceleration of
the U. S. economy, rising inflation or a change in policy by the
Federal Reserve.
After all is said and done, we still believe medium-sized,
high-growth U.S. companies offer some of the most attractive
aggressive equity investments available today, if viewed with a
long-term perspective. You should expect periods of short-term
volatility in today's investment environment, but we believe, and
history has shown, that perserverance can provide extraordinary
investment opportunities.
Respectfully,
/s/ Steven C. Carhart
Steven C. Carhart,
Portfolio Manager
8
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/98
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMMON STOCKS - 99.5%
CAPITAL GOODS - 5.0%
MACHINERY (DIVERSIFIED) - 1.6%
600,000 AGCO Corp. $ 17,812,500
--------------
MANUFACTURING (DIVERSIFIED) - 1.7%
389,700 Harsco Corp. $ 17,901,844
--------------
WASTE MANAGEMENT - 1.7%
400,000 USA Waste Services, Inc.* $ 17,825,000
--------------
TOTAL CAPITAL GOODS $ 53,539,344
--------------
COMMUNICATION SERVICES - 4.7%
TELECOMMUNICATIONS (LONG DISTANCE) - 3.1%
600,000 LCI International, Inc.* $ 23,100,000
425,000 Tel-Save Holdings, Inc.* 9,668,750
--------------
$ 32,768,750
--------------
TELEPHONE - 1.6%
750,000 Mobile Telecommunication Technologies Corp.* $ 16,781,250
--------------
TOTAL COMMUNICATION SERVICES $ 49,550,000
--------------
CONSUMER CYCLICALS - 22.7%
HOMEBUILDING - 1.5%
800,000 Clayton Homes, Inc. $ 16,200,000
--------------
RETAIL (COMPUTERS & ELECTRONICS) - 1.6%
250,000 Best Buy Co., Inc.* $ 16,656,250
--------------
RETAIL (DEPARTMENT STORES) - 1.2%
500,000 Saks Holdings, Inc.* $ 12,500,000
--------------
RETAIL (DISCOUNTERS) - 1.6%
400,000 Consolidated Stores Corp.* $ 17,175,000
--------------
RETAIL (SPECIALTY) - 11.1%
400,000 AutoZone, Inc.* $ 13,550,000
500,000 Bed Bath & Beyond Inc.* 23,093,750
400,000 General Nutrition Companies, Inc.* 15,900,000
700,000 Office Depot, Inc.* 21,787,500
200,000 Payless ShoeSource, Inc.* 15,050,000
500,000 Williams-Sonoma, Inc.* 28,937,500
--------------
$ 118,318,750
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/98 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
SERVICES (COMMERCIAL & CONSUMER) - 5.7%
560,000 Cendant Corp.* $ 22,190,000
400,000 Quintiles Transnational Corp.* 19,275,000
350,000 Stewart Enterprises, Inc. 19,468,750
--------------
$ 60,933,750
--------------
TOTAL CONSUMER CYCLICALS $ 241,783,750
--------------
CONSUMER STAPLES - 3.9%
DISTRIBUTORS (FOOD & HEALTH) - 1.3%
150,000 Cardinal Health, Inc. $ 13,228,125
--------------
SERVICES (EMPLOYMENT) - 2.6%
800,000 AccuStaff, Inc.* $ 27,600,000
--------------
TOTAL CONSUMER STAPLES $ 40,828,125
--------------
ENERGY - 7.2%
OIL & GAS (DRILLING & EQUIPMENT) - 5.7%
300,000 Camco International, Inc. $ 18,150,000
250,000 Cooper Cameron Corp.* 15,093,750
1,330,000 Global Industries, Ltd.* 27,098,750
--------------
$ 60,342,500
--------------
OIL & GAS (REFINING & MARKETING) - 1.5%
400,000 Sun Company, Inc. $ 16,350,000
--------------
TOTAL ENERGY $ 76,692,500
--------------
FINANCIAL - 19.6%
BANKS (REGIONAL) - 1.2%
300,000 SouthTrust Corp. $ 12,562,500
--------------
FINANCIAL (DIVERSIFIED) - 3.4%
575,000 Amresco, Inc.* $ 18,831,250
300,000 Equitable Companies, Inc. 16,931,250
--------------
$ 35,762,500
--------------
INSURANCE (LIFE/HEALTH) - 1.6%
300,000 Conseco, Inc. $ 16,987,500
--------------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
INSURANCE (PROPERTY-CASUALTY) - 4.9%
240,200 Allmerica Financial Corp. $ 15,342,775
200,000 Chubb Corp. 15,675,000
150,000 Exel Ltd. 11,625,000
200,000 Partner Re Ltd. 9,825,000
--------------
$ 52,467,775
--------------
INVESTMENT BANKING/BROKERAGE - 0.9%
231,700 Edwards (A.G.), Inc. $ 10,136,875
--------------
INVESTMENT MANAGEMENT - 4.0%
390,000 Franklin Resources, Inc. $ 20,670,000
315,000 T. Rowe Price Associates, Inc. 22,168,125
--------------
$ 42,838,125
--------------
SAVINGS & LOAN COMPANIES - 3.6%
200,000 Astoria Financial Corp. $ 12,362,500
200,000 Charter One Financial, Inc. 13,387,500
440,000 Washington Federal, Inc. 12,210,000
--------------
$ 37,960,000
--------------
TOTAL FINANCIAL $ 208,715,275
--------------
HEALTHCARE - 9.8%
BIOTECHNOLOGY - 1.6%
700,000 BioChem Pharma Inc.* $ 16,931,250
--------------
HEALTHCARE (DRUGS-GENERIC & OTHER) - 1.7%
500,000 Watson Pharmaceuticals, Inc.* $ 18,000,000
--------------
HEALTHCARE (HOSPITAL MANAGEMENT) - 2.0%
750,000 Health Management Associates, Inc.* $ 21,468,750
--------------
HEALTHCARE (LONG TERM CARE) - 1.9%
500,000 Integrated Health Services, Inc. $ 19,656,250
--------------
HEALTHCARE (SPECIALIZED SERVICES) - 2.6%
200,000 Lincare Holdings Inc.* $ 14,125,000
300,100 Pediatrix Medical Group, Inc.* 13,954,650
--------------
$ 28,079,650
--------------
TOTAL HEALTHCARE $ 104,135,900
--------------
TECHNOLOGY - 26.6%
COMMUNICATIONS EQUIPMENT - 1.9%
700,000 Adtran, Inc.* $ 20,781,250
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/98 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMPUTERS (PERIPHERALS) - 1.8%
500,000 EMC Corp.* $ 18,906,250
--------------
COMPUTERS (SOFTWARE & SERVICES) - 14.2%
200,000 BMC Software, Inc.* $ 16,762,500
500,000 Compuware Corp.* 24,687,500
480,000 HBO & Co. 28,980,000
800,000 Parametric Technology Co.* 26,650,000
500,000 Sterling Commerce, Inc.* 23,187,500
400,000 The Vantive Corp.* 14,625,000
400,000 Wind River Systems* 15,900,000
--------------
$ 150,792,500
--------------
ELECTRONICS (COMPONENT DISTRIBUTORS) - 3.5%
1,300,000 DSP Communications, Inc.* $ 22,181,250
500,000 Gemstar International Group Ltd.* 15,000,000
--------------
$ 37,181,250
--------------
ELECTRONICS (SEMICONDUCTORS) - 3.4%
600,000 Analog Devices, Inc.* $ 19,950,000
280,000 Etec Systems, Inc.* 16,520,000
--------------
$ 36,470,000
--------------
SERVICES (COMPUTER SERVICES) - 1.8%
300,000 Fiserv, Inc.* $ 19,012,500
--------------
TOTAL TECHNOLOGY $ 283,143,750
--------------
TOTAL COMMON STOCKS
(Cost $755,224,102) $1,058,388,644
--------------
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
<C> <S> <C>
TEMPORARY CASH INVESTMENT - 0.5%
COMMERCIAL PAPER - 0.5%
$ 4,956,000 Prudential Funding Corp., 5.9%, 4/1/98 $ 4,956,000
--------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $4,956,000) $ 4,956,000
--------------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $760,180,102)(a) $1,063,344,644
--------------
</TABLE>
* Non-income producing security.
(a) At March 31, 1998, the net unrealized gain on investments based on
cost for federal income tax purposes of $760,180,102 was as
follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments
in which there is an excess of value over tax cost $ 313,641,505
Aggregate gross unrealized loss for all investments
in which there is an excess of tax cost over value (10,476,963)
--------------
Net unrealized gain $ 303,164,542
==============
</TABLE>
Purchases and sales of securities (excluding temporary cash
investments) for the six months ended March 31, 1998, aggregated
$575,893,737 and $643,164,182, respectively.
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
BALANCE SHEET 3/31/98
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary
cash investment of $4,956,000) (cost $760,180,102) $1,063,344,644
Cash 378
Receivables -
Investment securities sold 4,680,759
Fund shares sold 828,610
Dividends and interest 271,583
Other 21,086
--------------
Total assets $1,069,147,060
--------------
LIABILITIES:
Payables -
Fund shares repurchased $ 1,213,393
Due to affiliates 1,046,165
Accrued expenses 95,137
--------------
Total liabilities $ 2,354,695
--------------
NET ASSETS:
Paid-in capital $ 666,368,393
Accumulated net investment loss (1,880,436)
Accumulated undistributed net realized gain on
investments 99,139,866
Net unrealized gain on investments 303,164,542
--------------
Total net assets $1,066,792,365
==============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,059,578,881/49,213,183 shares) $ 21.53
==============
Class B (based on $5,533,136/264,289 shares) $ 20.94
==============
Class C (based on $1,680,348/78,740 shares) $ 21.34
==============
MAXIMUM OFFERING PRICE:
Class A $ 22.84
==============
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED 3/31/98
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends $1,566,734
Interest 501,577
----------
Total investment income $ 2,068,311
------------
EXPENSES:
Management fees
Basic fee $3,052,449
Performance adjustment (974,392)
Transfer agent fees
Class A 690,974
Class B 7,902
Class C 1,890
Distribution fees
Class A 918,900
Class B 21,805
Class C 5,099
Accounting 44,568
Custodian fees 123,432
Registration fees 52,824
Professional fees 28,678
Printing 18,658
Fees and expenses of nonaffiliated trustees 13,430
Miscellaneous 22,457
----------
Total expenses $ 4,028,674
Less fees paid indirectly (79,927)
------------
Net expenses $ 3,948,747
------------
Net investment loss $ (1,880,436)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments $101,865,821
Change in net unrealized gain on investments (10,530,583)
------------
Net gain on investments $ 91,335,238
------------
Net increase in net assets resulting from operations $ 89,454,802
============
</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 SIX MONTHS ENDED 3/31/98 AND THE YEAR ENDED 9/30/97
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
3/31/98 9/30/97
<S> <C> <C>
FROM OPERATIONS:
Net investment loss $ (1,880,436) $ (3,467,940)
Net realized gain on investments 101,865,821 145,154,691
Change in net unrealized gain on investments (10,530,583) 50,131,527
-------------- --------------
Net increase in net assets resulting from
operations $ 89,454,802 $ 191,818,278
-------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($3.35 and $1.88 per share, respectively) $ (147,104,880) $ (87,842,235)
Class B ($3.35 and $1.88 per share, respectively) (627,640) (268,625)
Class C ($3.35 and $1.88 per share, respectively) (146,941) (30,516)
-------------- --------------
Total distributions to shareholders $ (147,879,461) $ (88,141,376)
-------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 48,472,566 $ 59,240,966
Reinvestment of distributions 139,942,753 83,823,606
Cost of shares repurchased (117,642,977) (205,791,720)
-------------- --------------
Net increase (decrease) in net assets resulting
from fund share transactions $ 70,772,342 $ (62,727,148)
-------------- -------------
Net increase in net assets $ 12,347,683 $ 40,949,754
NET ASSETS:
Beginning of period 1,054,444,682 1,013,494,928
-------------- --------------
End of period (including accumulated net investment loss
of $1,880,436 and $0, respectively) $1,066,792,365 $1,054,444,682
============== ==============
</TABLE>
<TABLE>
<CAPTION>
'98 SHARES '98 AMOUNT '97 SHARES '97 AMOUNT
<S> <C> <C> <C> <C>
CLASS A
Shares sold 2,175,977 $ 44,364,402 2,537,678 $ 52,927,652
Reinvestment of distributions 7,889,373 139,247,420 4,247,313 83,544,664
Less shares repurchased (5,683,589) (114,557,934) (9,688,258) (199,441,074)
---------- ------------- ---------- -------------
Net increase (decrease) 4,381,761 $ 69,053,888 (2,903,267) $ (62,968,758)
========== ============= ========== =============
CLASS B
Shares sold 147,575 $ 3,060,985 274,224 $ 5,805,282
Reinvestment of distributions 33,678 579,591 13,072 255,304
Less shares repurchased (136,481) (2,847,138) (302,811) (6,113,758)
---------- ------------- ---------- -------------
Net increase (decrease) 44,772 $ 793,438 (15,515) $ (53,172)
========== ============= ========== =============
CLASS C
Shares sold 52,242 $ 1,047,179 24,401 $ 508,032
Reinvestment of distributions 6,599 115,742 1,204 23,638
Less shares repurchased (12,341) (237,905) (11,303) (236,888)
---------- ------------- ---------- -------------
Net increase 46,500 $ 925,016 14,302 $ 294,782
========== ============= ========== =============
</TABLE>
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 3/31/98
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
CLASS A 3/31/98 9/30/97 9/30/96 9/30/95 9/30/94 9/30/93
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 23.39 $ 21.12 $ 21.48 $ 19.92 $ 21.12 $ 18.03
---------- --------- ---------- --------- --------- -------
Increase (decrease) from investment
operations:
Net investment income (loss) $ (0.04) $ (0.08) 0.18 $ 0.24 $ 0.24 $ 0.28
Net realized and unrealized gain on
investments 1.53 4.23 1.47 2.70 0.32 3.72
---------- ---------- ---------- ---------- ---------- ----------
Net increase from investment operations $ 1.49 $ 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 (3.35) (1.88) (1.71) (1.15) (1.51) (0.62)
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net asset value $ (1.86) $ 2.27 $ (0.36) $ 1.56 $ (1.20) $ 3.09
---------- ---------- ---------- ---------- ---------- ----------
Net asset value, end of period $ 21.53 $ 23.39 $ 21.12 $ 21.48 $ 19.92 $ 21.12
========== ========== ========== ========== ========== ==========
Total return* 9.54% 21.36% 8.61% 16.24% 2.62% 22.82%
Ratio of net expenses to average net assets 0.82%**+ 0.87%+ 0.90%+ 0.85%+ 0.86% 0.84%
Ratio of net investment income (loss) to
average net assets (0.40)%**+ (0.37)%+ 0.85%+ 1.18%+ 1.19% 1.43%
Portfolio turnover rate 120%** 63% 75% 19% 15% 18%
Average brokerage commission per share $ 0.0586 $ 0.0575 $ 0.0527 - - -
Net assets, end of period (in thousands) $1,059,579 $1,048,648 $1,008,177 $1,082,154 $1,017,233 $1,019,059
Ratios assuming reduction for fees paid
indirectly:
Net expenses 0.80%** 0.85% 0.88% - - -
Net investment income (loss) (0.38)%** (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.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 3/31/98
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED 2/1/96 TO
CLASS B 3/31/98 9/30/97 9/30/96
<S> <C> <C> <C>
Net asset value, beginning of period $ 22.98 $ 21.02 $ 19.28
-------- -------- --------
Increase (decrease) from investment
operations:
Net investment income (loss) $ (0.11) $ (0.22) $ 0.12
Net realized and unrealized
gain on investments 1.42 4.06 1.78
--------- --------- ---------
Net increase from investment
operations $ 1.31 $ 3.84 $ 1.90
Distributions to shareholders:
Net investment income - - (0.16)
Net realized gain (3.35) (1.88) -
--------- --------- ---------
Net increase (decrease) in net asset
value $ (2.04) $ 1.96 $ 1.74
--------- --------- ---------
Net asset value, end of period $ 20.94 $ 22.98 $ 21.02
========= ========= =========
Total return* 8.88% 19.87% 9.88%
Ratio of net expenses to average net
assets 1.85%**+ 2.00%+ 1.68%**+
Ratio of net investment loss to
average net assets (1.43)%**+ (1.51)%+ (0.26)%**+
Portfolio turnover rate 120%** 63% 75%
Average brokerage commission per share $0.0586 $0.0575 $0.0527
Net assets, end of period (in
thousands) $ 5,533 $ 5,045 $ 4,939
Ratios assuming reduction for fees
paid indirectly:
Net expenses 1.80%** 1.96% 1.66%**
Net investment loss (1.38)%** (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 sales charges were taken into account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
</TABLE>
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 3/31/98
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED 2/1/96 TO
CLASS C 3/31/98 9/30/97 9/30/96
<S> <C> <C> <C>
Net asset value, beginning of period $ 23.33 $ 21.12 $ 19.28
-------- -------- --------
Increase (decrease) from investment
operations:
Net investment income (loss) $ (0.09) $ (0.20) $ 0.03
Net realized and unrealized
gain on investments 1.45 4.29 1.93
-------- -------- --------
Net increase from investment
operations $ 1.36 $ 4.09 $ 1.96
Distributions to shareholders:
Net investment income - - (0.12)
Net realized gain (3.35) (1.88) -
-------- -------- --------
Net increase (decrease) in net asset
value $ (1.99) $ 2.21 $ 1.84
-------- -------- --------
Net asset value, end of period $ 21.34 $ 23.33 $ 21.12
======== ======== ========
Total return* 8.96% 21.07% 10.18%
Ratio of net expenses to
average net assets 1.84%**+ 1.91%+ 1.96%**+
Ratio of net investment loss to
average net assets (1.41)%**+ (1.43)%+ (0.29)%**+
Portfolio turnover rate 120%** 63% 75%
Average brokerage commission per share $0.0586 $0.0575 $0.0527
Net assets, end of period (in
thousands) $ 1,680 $ 752 $ 379
Ratios assuming reduction for fees
paid indirectly:
Net expenses 1.80%** 1.87% 1.93%**
Net investment loss (1.37)%** (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.
</TABLE>
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
PIONEER MID-CAP FUND
-----------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/98
-----------------------------------------------------------------------------
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.
The Fund offers three classes of shares - Class A, Class B and Class C
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 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 securi-
20
<PAGE>
PIONEER MID-CAP FUND
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
ties 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.
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 $52,326 in underwriting commissions on
the sale of fund shares during the six months ended March 31, 1998.
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
21
<PAGE>
PIONEER MID-CAP FUND
-----------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/98 (CONTINUED)
-----------------------------------------------------------------------------
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 up to a maximum of 60.20% based on the
Fund's investment performance as compared with the Standard & Poor's
MidCap 400 Index. For the six months ended March 31, 1998, the
aggregate performance adjustment resulted in a reduction to the basic
fee of $974,392. For the six months ended March 31, 1998, the net
management fee was equivalent to 0.425% 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 March 31, 1998, $416,184 was payable
to PMC related to management fees and certain other services.
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 $166,016 in transfer agent fees
payable to PSC at March 31, 1998.
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 the Class C Plan, the
Fund pays PFD 1.00% of the average daily net assets attributable to
each class of shares. The fee consists of a 0.25% service fee and a
0.75% distribution fee paid as compensation for personal services
and/or account maintenance services or distribution services with
regard to Class B and Class C shares.
22
<PAGE>
PIONEER MID-CAP FUND
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Included in due to affiliates is $463,965 in distribution fees payable
to PFD at March 31, 1998.
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 CDSCs are
paid to PFD. For the six months ended March 31, 1998, CDSCs in the
amount of $7,367 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 six months ended March 31, 1998, the Fund's expenses were reduced
by $79,927 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 March 31, 1998, 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 the 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 March 31, 1998 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 March 31, 1998, 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
May 1, 1998
24
<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
Mary K. Bush President
Richard H. Egdahl, M.D. David D. Tripple, Executive Vice
Margaret B.W. Graham President
John W. Kendrick William H. Keough, Treasurer
Marguerite A. Piret Joseph P. Barri, Secretary
David D. Tripple
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
25
<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.
26
<PAGE>
----------------------------------------------------------------------------
----------------------------------------------------------------------------
AUTOMATIC EXCHANGE PROGRAM
A simple way to move money from one Pioneer fund to another over a
period of time. Just invest a lump sum in one fund, and select the
other Pioneer funds you wish to invest in. You choose the amounts and
dates for Pioneer to sell shares of your original fund and use the
proceeds to buy shares of the other funds you have chosen. Over time,
your investment will be shifted out of the original fund. (Automatic
Exchange is available for originating accounts with a balance of
$5,000 or more.)
DIRECTED DIVIDENDS
Lets you invest cash dividends from one Pioneer fund to an account in
another Pioneer fund with no sales charge or fee. Simply fill out the
applicable information on a Pioneer Account Options Form. (This
program is available for dividend payments only; capital gains
distributions are not eligible at this time.)
DIRECT DEPOSIT
Lets you move money into your bank account using electronic funds
transfer (EFT). EFT moves your money faster than you would receive a
check, eliminates unnecessary paper and mail, and avoids lost checks.
Simply fill out a Pioneer Direct Deposit Form, giving your
instructions.
SYSTEMATIC WITHDRAWAL PLAN (SWP)
Lets you establish automatic withdrawals from your account at set
intervals. You decide the frequency and the day of the month 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.)
27
<PAGE>
----------------------------------------------------------------------
RETIREMENT PLANS FROM PIONEER
----------------------------------------------------------------------
Pioneer has a long history of helping people work toward their
retirement goals, offering plans suited to the individual investor and
businesses of all sizes. For more information on Pioneer retirement
plans, contact your investment professional, or call Pioneer at
1-800-622-0176
INDIVIDUAL RETIREMENT ACCOUNT (IRA)
An IRA is a tax-favored account that allows anyone under age 70 1/2
with earned income to contribute up to $2,000 annually. Spouses may
contribute up to $2,000 annually into a separate IRA, for a total of
$4,000 per year for a married couple. Earnings are tax-deferred, and
contributions may be tax-deductible.
ROTH IRA
The Roth IRA came about as part of the Taxpayer Relief Act of 1997 and
is available to investors in 1998. Contributions, up to $2,000 a year,
are not tax-deductible, but earnings are tax-free for qualified
withdrawals.
401(K) PLAN
The traditional 401(k) plan allows employees to make pre-tax
contributions through payroll deduction, up to $9,500 per year or 25%
of pay, whichever is less. Employers may contribute.
SIMPLE (SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES)
401(K) OR IRA PLAN
Businesses with 100 or fewer eligible employees can establish either
plan; both resemble the traditional 401(k), but with less testing and
lower administration costs. Employees can make pre-tax contributions
of up to $6,000 per year, and an employer contribution is required.
Most retirement plan withdrawals must meet specific conditions to
avoid penalties.
28
<PAGE>
----------------------------------------------------------------------
----------------------------------------------------------------------
401(B) PLAN
Also known as a Tax-Sheltered Account (TSA), a 403(b) plan is
available only to employees of public schools, not-for-profit
hospitals and other tax-exempt organizations. A 403(b) plan lets
employees set aside a portion of their salary, before taxes, through
payroll deduction.
SIMPLIFIED EMPLOYEE PENSION PLAN (SEP)
SEPs let self-employed people and small-business owners make
tax-deductible contributions of up to 15% of their income. Generally,
employers must contribute the same percentage of pay for themselves
and any eligible employees; contributions are made directly to
employees' IRAs. SEPs are easy to administer and can be an especially
good choice for firms with few or no employees.
PROFIT SHARING PLAN
Profit sharing plans offer companies considerable flexibility,
allowing them to decide each year whether a contribution will be made
and how much, up to 15% of each participant's pay. These plans can
include provisions for loans and vesting schedules.
AGE-WEIGHTED PROFIT SHARING PLAN
Like traditional profit sharing plans, employer contributions are
flexible, but age-weighted plans allocate contributions based on both
age and salary. Age-weighted plans are designed for employers who want
to maximize their own contributions while keeping contributions to
employees affordable.
MONEY PURCHASE PENSION PLAN (MPP)
Money purchase plans are similar to profit-sharing plans, but allow
for higher annual contributions -- up to 25% of pay. MPPs aren't as
flexible as profit sharing plans; a fixed percentage of pay must be
contributed each year, determined when the plan is established.
Businesses often set up both MPPs and profit sharing plans.
Most retirement plan withdrawals must meet specific conditions to
avoid penalties.
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HOW TO CONTACT PIONEER
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We are pleased to offer a variety of convenient ways for you to contact up
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:
Pioneer 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.
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[PIONEER LOGO] PIONEER FUND DISTRIBUTOR, INC.
60 STATE STREET 0598-5104
BOSTON, MASSACHUSETTS 02109 [copyright sign] Pioneer Funds Distributor, Inc.
WWW.pioneerfunds.com [recycling sign] Printed on Recycled Paper
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