<PAGE>
[PIONEER LOGO]
PIONEER
MID-CAP
FUND
-------------------------
ANNUAL REPORT 9/30/99
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<PAGE>
TABLE OF CONTENTS
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Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 6
Schedule of Investments 9
Financial Statements 17
Notes to Financial Statements 23
Report of Independent Public Accountants 28
Trustees, Officers and Service Providers 29
<PAGE>
PIONEER MID-CAP FUND
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LETTER FROM THE CHAIRMAN 9/30/99
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DEAR SHAREOWNER,
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As we approach the new millennium, it seems a suitable time to look
back on how the world of investing has changed since Pioneer was
founded in 1928. The creation of affordable investment options,
including mutual funds, has brought opportunity to millions of people
worldwide and surely should be counted among this century's greatest
accomplishments. Just consider the impact a few notable innovations -
money market funds, employer-sponsored retirement vehicles and the
concept of international investing - have had on your life.
In some ways, investing has changed a great deal. One thing, however,
remains the same - our belief in the importance of a long-term
perspective. Attempts at market timing and the advent of day-trading
unfortunately have led some to adopt a "get rich quick" mentality.
Looking back over time, lasting wealth has come to investors who held
to their discipline and didn't veer off course to chase the rising
star of the day. A solid, forward-thinking plan can offer great
rewards, even though it can be a tad dull moment-to-moment.
This year, we are taking extra steps to make your planning easier,
especially tax planning. I'm pleased to announce that Pioneer funds
will distribute their capital gains in November - a month earlier
than in past years. We hope you'll take advantage of the extra time
to work with your investment professional to prepare for the new
century.
I encourage you to read on to learn more about your Fund, including
the question and answer session with portfolio manager Eric Weigel.
Under the supervision of Theresa Hamacher, chief investment officer,
Eric took over the management of Pioneer Mid-Cap Fund in May when
Steve Carhart left the Fund and Pioneer. You can visit our web site
at www.pioneerfunds.com to obtain information about our funds and to
view 1999 distribution information.
Respectfully,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
PIONEER MID-CAP FUND
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PORTFOLIO SUMMARY 9/30/99
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PORTFOLIO DIVERSIFICATION
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(As a percentage of total investment portfolio)
[PIE GRAPH]
<TABLE>
<S> <C>
U.S. Common Stocks 96%
Short-Term Cash Equivalents 3%
Depositary Receipts for International Stocks 1%
</TABLE>
SECTOR DISTRIBUTION
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[PIE GRAPH]
<TABLE>
<S> <C>
Technology 41%
Consumer Cyclicals 17%
Healthcare 10%
Capital Goods 8%
Financial 6%
Basic Materials 4%
Communication Services 4%
Consumer Staples 3%
Energy 3%
Other 4%
</TABLE>
10 LARGEST HOLDINGS
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<C> <S> <C> <C> <C> <C>
1. Adaptec Inc. 2.19% 6. Enron Corp. 1.71%
2. Qualcomm Inc. 2.09 7. Biogen Inc. 1.68
3. Best Buy Co., Inc. 1.80 8. Novell, Inc. 1.57
4. Vitesse Semiconductor Corp. 1.77 9. American Power Conversion Corp. 1.55
5. Computer Sciences Corp. 1.74 10. Lexmark International Group Inc. 1.50
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
PIONEER MID-CAP FUND
PERFORMANCE UPDATE 9/30/99 CLASS A SHARES
SHARE PRICES AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/99 9/30/98
<S> <C> <C> <C>
$18.08 $16.53
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/98 - 9/30/99) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - $1.451
</TABLE>
INVESTMENT RETURNS
- --------------------------------------------------------------------------------
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.
[boxed text]
Average Annual Total Returns
(As of September 30, 1999)
<TABLE>
<S> <C> <C>
Net Asset Public Offering
Period Value Price*
10 Years 9.31% 8.66%
5 Years 8.94 7.65
1 Year 19.09 12.23
</TABLE>
* Reflects deduction of the maximum 5.75% sales charge at the beginning
of the period and assumes reinvestment of distributions at net asset
value.
<TABLE>
<CAPTION>
PIONEER MID-CAP FUND* STANDARD & POOR'S MIDCAP 400
INDEX
<S> <C> <C>
9/89 9,425 10,000
7,596 8,557
9/91 10,315 12,862
11,868 14,463
14,575 17,939
14,958 18,226
9/93 17,386 22,922
9/95 18,883 26,128
9/97 22,916 36,344
19,272 34,052
9/99 22,951 42,734
</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 $2.1 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
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PIONEER MID-CAP FUND
PERFORMANCE UPDATE 9/30/99 CLASS B SHARES
SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/99 9/30/98
<S> <C> <C> <C>
$17.24 $15.99
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/98 - 9/30/99) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - $1.451
</TABLE>
INVESTMENT RETURNS
- --------------------------------------------------------------------------------
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.
[boxed text]
Average Annual Total Returns
(As of September 30, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 7.20% 6.58%
(2/1/96)
1 Year 17.76 13.76
</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.
<TABLE>
<CAPTION>
PIONEER MID-CAP FUND* STANDARD & POOR'S MIDCAP 400
INDEX
<S> <C> <C>
2/96 10,000 10,000
10,254 10,120
10,355 10,411
9/96 10,765 10,714
11,174 11,362
3/97 9,956 11,194
11,079 12,843
9/97 12,904 14,903
11,809 15,027
3/98 14,050 16,682
13,761 16,325
9/98 10,728 13,963
12,868 17,899
3/99 12,641 16,578
13,249 19,128
9/99 12,371 17,523
</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 $2.1 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 9/30/99 CLASS C SHARES
SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/99 9/30/98
<S> <C> <C> <C>
$17.66 $16.30
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/98 - 9/30/99) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - $1.451
</TABLE>
INVESTMENT RETURNS
- --------------------------------------------------------------------------------
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.
[boxed text]
Average Annual Total Returns
(As of September 30, 1999)
<TABLE>
<S> <C> <C>
If If
Period Held Redeemed*
Life-of-Fund 7.69% 7.69%
(2/1/96)
1 Year 18.13 18.13
</TABLE>
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
<TABLE>
<CAPTION>
PIONEER MID-CAP FUND* STANDARD & POOR'S MIDCAP 400
INDEX
<S> <C> <C>
2/96 10,000 10,000
10,254 10,120
10,381 10,411
9/96 10,795 10,714
11,198 11,362
3/97 9,982 11,194
11,215 12,843
9/97 13,069 14,903
11,971 15,027
3/98 14,240 16,682
13,953 16,325
9/98 10,877 13,963
13,052 17,899
3/99 12,848 16,578
13,474 19,128
9/99 12,848 17,523
</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 $2.1 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
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/99
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The fiscal year for Pioneer Mid-Cap Fund ended on September 30, 1999. On the
following pages, Manager Eric J. Weigel reviews the strategies he adopted in
response to the market environment of the past 12 months.
Q: MID-CAP STOCKS HAVE DONE WELL OVERALL SINCE THE FUND'S LAST ANNUAL REPORT.
HOW DID THE FUND'S PERFORMANCE COMPARE?
A: Mid-cap stocks as a group nearly matched the performance of the large-
capitalization issues that dominated market results. During the 12 months
ending September 30, 1999, the Standard & Poor's 500 Index was up 27.73%,
compared to a gain of 25.50% for the Standard & Poor's MidCap 400 Index, the
Fund's benchmark Index.
The Fund returned about 19% for the period, lagging the benchmark as well
as the average return of 32.89% for its Lipper, Inc. peer group of 393 mid-
cap funds. (Lipper is an independent company that tracks mutual fund
performance.) The Fund had a smaller weighting in technology stocks than
many of its peers, accounting for most of the underperformance.
Q: WHAT ACCOUNTS FOR THE FAIRLY HIGH VOLATILITY WE'VE SEEN IN THE MID-CAP
SECTOR?
A: As they have for the last few years, investors flocked to a very small
number of large-cap issues, notably big-name technology stocks and multi
nationals. In this narrowly focused market, greater size seemed to equate to
better returns. There were numerous mid-cap companies with good growth
prospects available at reasonable prices, but the market was captivated by
earnings growth and indifferent to relative value. So while many mid-caps
turned in solid profit gains, bigger companies were able to grow earnings
faster - the attribute that the market favored most.
Beginning in April, as investors grew wary of high valuations among the few
big names that were pushing up the popular averages, there was a short-
lived rebound in smaller and medium-sized companies. This rally lost some
steam in May, and by June the bias had tilted back to large-cap growth
companies where investors believed they saw better prospects for earnings
expansion.
6
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PIONEER MID-CAP FUND
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Q: WHAT ARE THE MAJOR CHANGES YOU HAVE MADE SINCE MAY, WHEN YOU TOOK OVER
DAY-TO-DAY MANAGEMENT OF THE FUND?
A: We have been building up the technology allocation, where the Fund's light
representation has held back performance. In our opinion, technology will
continue to be a key growth engine for the economy. It is also an important
driver of increased productivity - and higher profit margins - for
individual companies. In addition, Y2K fears appear to be overblown, and
those fears have weighed down some technology issues, creating opportunities
for the Fund.
We shifted away from healthcare service providers, a group still under a
regulatory cloud, in favor of biotechnology firms, eliminating Health
Management Associates and Sunrise Assisted Living from the portfolio. We
think attractive growth prospects and a more favorable risk profile make
biotech companies like Genetech and Medimmune more appropriate choices for
the Fund. We have also cut back in sectors where the outlook for higher
earnings is too limited for a fund that emphasizes growth. Metals and basic
materials are good examples.
We are also broadening the portfolio. The Fund now holds over 110
companies, up from 51 a year ago. With less money in each stock, we hope to
limit the impact of any earnings disappointments that may occur.
Q: WHICH OF YOUR DECISIONS HAD THE BIGGEST IMPACT ON FUND RESULTS, FOR BETTER
OR WORSE?
A: Over the last year the Fund benefited from holdings in technology and in
communication services. However, utilities and financial companies, two
sectors that are sensitive to higher interest rates, performed poorly.
Fortunately, these areas represented small portions (3% and 6%,
respectively) of the portfolio.
In the spring we shifted assets from technology to basic materials when
commodity prices rebounded - a decision that hurt performance given the
timing of our stock purchases. But our best decision was to increase
exposure to certain consumer cyclicals, including retailers Bed Bath and
Beyond and Best Buy. The latter was one of the Fund's five best performers;
the others were America Online, Qwest Communications International,
Williams-Sonoma and Intuit.
7
<PAGE>
PIONEER MID-CAP FUND
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/99 (CONTINUED)
- --------------------------------------------------------------------------------
Q: IS THERE A THREAD THAT LINKS THESE STRONG PERFORMING STOCKS?
A: I call it the new economy. Bed Bath and Beyond and Best Buy are benefiting
from the boom in consumer spending; Williams-Sonoma thrives by serving a
carefully targeted upscale market. America Online is the dominant internet
brand and Qwest's huge fiber optic network is an integral part of the
explosive growth in electronic communications. Intuit, producer of the very
popular Quicken personal finance software, is a quasi-internet company
selling at a reasonable valuation.
Our most disappointing selections were Robert Half, Health Management
Associates, Global Industries, Cadence Design and Wind River Systems. The
first three are value stocks that were outside the market's area of
interest; the last two failed to meet earnings expectations. Only Wind River
Systems, a microchip designer, remains in the portfolio.
Q: WHAT FACTORS DO YOU THINK WILL INFLUENCE FUND PERFORMANCE OVER THE NEXT
YEAR?
A: United States equity markets may become more volatile and are unlikely to
replicate the gains of recent years, given the backdrop of higher interest
rates and a weak dollar. There are hints of increased inflation in the
rising price of oil, but a serious inflationary trend seems unlikely.
Many mid-cap companies with good growth prospects remain reasonably priced
compared to the high valuations of the favored few large-caps. We think this
discrepancy will attract investors who are pursuing growth but are unwilling
to pay inflated price/earnings (p/e) multiples - the price of a stock
divided by the company's earnings per share.
We are optimistic that by giving the portfolio an even stronger focus on
growth we can improve both absolute and relative performance. The Fund's
overall p/e ratio has moved up, but remains lower than that of many other
mid-cap growth funds. Overall, the steps we are taking are designed to give
investors an enhanced opportunity for appreciation in this overlooked market
sector.
8
<PAGE>
PIONEER MID-CAP FUND
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SCHEDULE OF INVESTMENTS 9/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMMON STOCKS - 96.7%
BASIC MATERIALS - 3.7%
ALUMINUM - 0.7%
80,000 Alcoa Inc. $ 4,965,000
------------
CHEMICALS (SPECIALTY) - 0.8%
130,000 Cytec Industries, Inc.* $ 3,120,000
150,000 Millenium Chemicals Inc. 3,065,625
------------
$ 6,185,625
------------
CONTAINERS AND PACKAGING (PAPER) - 0.9%
110,000 Temple-Inland Inc. $ 6,655,000
------------
PAPER AND FOREST PRODUCTS - 1.3%
180,000 Bowater, Inc. $ 9,450,000
------------
TOTAL BASIC MATERIALS $ 27,255,625
------------
CAPITAL GOODS - 7.1%
AEROSPACE/DEFENSE - 0.6%
75,000 General Dynamics Corp. $ 4,682,812
------------
ELECTRICAL EQUIPMENT - 4.3%
590,000 American Power Conversion Corp.* $ 11,210,000
75,000 Sanmina Corp.* 5,803,125
200,000 SCI Systems, Inc. 8,887,500
268,750 Vishay Intertechnology Inc. 6,382,812
------------
$ 32,283,437
------------
MACHINERY (DIVERSIFIED) - 0.9%
125,000 Ingersoll Rand Co. $ 6,867,188
------------
MANUFACTURING (SPECIALIZED) - 0.5%
100,000 York International Corp. $ 3,593,750
------------
TRUCKS AND PARTS - 0.8%
130,000 Navistar Inc.* $ 6,045,000
------------
TOTAL CAPITAL GOODS $ 53,472,187
------------
COMMUNICATION SERVICES - 4.5%
CELLULAR/WIRELESS TELECOMMUNICATIONS - 1.3%
160,000 Voicestream Wireless Corp. $ 9,875,000
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
PIONEER MID-CAP FUND
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SCHEDULE OF INVESTMENTS 9/30/99 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
TELEPHONE - 3.2%
90,000 AllTel Corp. $ 6,333,750
225,000 Century Telephone Enterprises, Inc. 9,140,625
100,000 GlobalStar Telecommunications Ltd.* 2,300,000
200,000 Qwest Communications International Inc.* 5,912,500
------------
$ 23,686,875
------------
TOTAL COMMUNICATION SERVICES $ 33,561,875
------------
CONSUMER CYCLICALS - 16.2%
AUTO PARTS & EQUIPMENT - 0.7%
139,000 Lear Corp.* $ 4,891,062
------------
HOUSEHOLD FURNISHINGS & APPLIANCES - 0.2%
50,000 Maytag Corp. $ 1,665,625
------------
LEISURE TIME (PRODUCTS) - 0.3%
50,000 Harley-Davidson Inc. $ 2,503,125
------------
PUBLISHING (NEWSPAPERS) - 0.7%
100,000 Dow Jones Co., Inc. $ 5,337,500
------------
RETAIL (COMPUTERS & ELECTRONICS) - 2.3%
210,000 Best Buy Co., Inc.* $ 13,033,125
100,000 Circuit City Group, Inc. 4,218,750
------------
$ 17,251,875
------------
RETAIL (DISCOUNTERS) - 1.1%
200,000 Dollar Tree Stores, Inc.* $ 7,987,500
------------
RETAIL (GENERAL MERCHANDISE) - 2.0%
150,000 BJ's Wholesale Club, Inc.* $ 4,434,375
170,000 Dayton Hudson Corp. 10,210,625
------------
$ 14,645,000
------------
RETAIL (HOME SHOPPING) - 0.8%
150,000 BarnesandNoble.com Inc.* $ 2,896,875
50,000 Etoys, Inc.* 3,328,125
------------
$ 6,225,000
------------
RETAIL (SPECIALTY) - 2.9%
190,000 Bed Bath & Beyond, Inc.* $ 6,638,125
105,000 Tiffany and Co., Inc. 6,293,437
175,000 Williams-Sonoma, Inc.* 8,498,437
------------
$ 21,429,999
------------
</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 (SPECIALTY - APPAREL) - 2.9%
175,000 Abercrombie and Fitch Co, Inc.* $ 5,960,937
150,000 American Eagle Outfitters, Inc.* 7,265,625
300,000 TJX Companies, Inc. 8,418,750
------------
$ 21,645,312
------------
SERVICES (ADVERTISING/MARKETING) - 0.3%
100,000 AC Nielsen Corp. $ 2,268,750
------------
SERVICES (COMMERCIAL & CONSUMER) - 0.9%
175,000 Galileo International Inc. $ 7,043,750
------------
TEXTILES (APPAREL) - 1.1%
300,000 Jones Apparel Group, Inc.* $ 8,625,000
------------
TOTAL CONSUMER CYCLICALS $121,519,498
------------
CONSUMER STAPLES - 3.0%
BROADCASTING (CABLE/TELEVISION/RADIO) - 0.6%
150,000 Insight Communications, Inc. $ 4,293,750
------------
FOODS - 0.2%
50,000 McCormick and Co., Inc. $ 1,653,125
------------
RESTAURANTS - 1.8%
400,000 Brinker International Inc.* $ 10,850,000
125,000 Starbucks Corp.* 3,097,656
------------
$ 13,947,656
------------
SERVICES (EMPLOYMENT) - 0.4%
200,000 Modis Professional Services, Inc.* $ 2,650,000
------------
TOTAL CONSUMER STAPLES $ 22,544,531
------------
ENERGY - 2.7%
OIL & GAS (DRILLING & EQUIPMENT) - 1.7%
250,000 Ensco International Inc. $ 4,515,625
75,000 Tidewater, Inc. 1,912,500
200,000 Transocean Offshore Inc. 6,125,000
------------
$ 12,553,125
------------
OIL & GAS (DRILLING & EQUIPMENT) - 1.0%
300,000 Tosco Corp. $ 7,575,000
------------
TOTAL ENERGY $ 20,128,125
------------
</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 9/30/99 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
FINANCIAL - 5.8%
BANKS (REGIONAL) - 1.7%
90,000 Marshall and Ilsely Corp. $ 5,135,625
400,000 North Fork Bancorporation, Inc. 7,800,000
------------
$ 12,935,625
------------
CONSUMER FINANCE - 0.4%
120,000 NextCard Inc. $ 2,940,000
------------
INSURANCE (PROPERTY/CASUALTY) - 0.9%
140,000 Allmerica Financial Corp. $ 6,667,500
------------
INSURANCE (LIFE/HEALTH) - 1.2%
170,000 Axa Financial Inc. $ 9,488,125
------------
INSURANCE (MULTI-LINE) - 0.5%
100,000 Nationwide Financial Services, Inc.+ $ 3,537,500
------------
INVESTMENT BANKING/BROKERAGE - 1.1%
100,000 AG Edwards Inc. $ 2,637,500
150,000 PaineWebber Group Inc. 5,437,500
------------
$ 8,075,000
------------
TOTAL FINANCIAL $ 43,643,750
------------
HEALTHCARE - 9.7%
BIOTECHNOLOGY - 6.0%
155,000 Biogen Inc.* $ 12,215,937
200,000 Chiron Corp.* 5,537,500
50,000 Genetech Inc.* 7,315,625
150,000 Genzyme Corp.* 6,759,375
50,000 Gilead Sciences Inc.* 3,209,375
65,000 Medimmune Inc.* 6,477,656
55,000 Millenium Pharmaceuticals, Inc.* 3,575,000
------------
$ 45,090,468
------------
HEALTHCARE (DRUGS/GENERIC & OTHER) - 0.8%
190,000 Watson Pharmaceuticals, Inc.* $ 5,806,875
------------
HEALTHCARE (DRUGS/MAJOR PHARMACEUTICALS) - 0.4%
75,000 Forest Laboratories Inc.* $ 3,159,375
------------
HEALTHCARE (DIVERSIFIED) - 0.9%
200,000 Elan Plc (A.D.R.)* $ 6,712,500
------------
</TABLE>
12 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>
HEALTHCARE (MEDICAL PRODUCTS/SUPPLIES) - 0.7%
170,000 Boston Scientific Corp.* $ 4,196,875
50,000 Dentsply International, Inc. 1,137,500
------------
$ 5,334,375
------------
HEALTHCARE (SPECIALIZED SERVICES) - 0.9%
250,000 Lincare Holdings Inc.* $ 6,664,062
------------
TOTAL HEALTHCARE $ 72,767,655
------------
TECHNOLOGY - 39.7%
COMPUTERS (NETWORKING) - 2.1%
400,000 Adaptec Inc.* $ 15,875,000
------------
COMPUTERS (PERIPHERALS) - 3.5%
140,000 EMC Corp.* $ 10,001,250
135,000 Lexmark International Group Inc.* 10,867,500
350,000 Quantum Corp.* 4,921,875
------------
$ 25,790,625
------------
COMPUTERS (SOFTWARE & SERVICES) - 13.1%
90,000 Adobe Systems, Inc. $ 10,215,000
30,000 America Online, Inc.* 3,120,000
100,000 Electronic Arts Inc.* 7,237,500
15,000 Inktomi Corp.* 1,805,937
100,000 Intuit Inc.* 8,765,625
75,000 Legato Systems Inc.* 3,269,531
550,000 Novell, Inc.* 11,378,125
125,000 Peoplesoft, Inc.* 2,117,188
100,000 Peregrine Systems Inc.* 4,075,000
220,000 Rational Software Corp.* 6,441,875
100,000 Siebel Systems Inc.* 6,662,500
150,000 Symantec Corp.* 5,395,313
150,000 Synopsys Inc.* 8,423,438
120,000 Veritas Software Corp.* 9,112,500
20,000 Viant Corp.* 967,500
150,000 Visio Corp.* 5,887,500
183,000 Wind River Systems* 3,477,000
------------
$ 98,351,532
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/99 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMMUNICATIONS EQUIPMENT - 3.9%
125,000 ADC Telecommunications Inc.* $ 5,242,188
350,000 DSP Communications Inc.* 6,650,000
50,000 General Instrument Corp.* 2,406,250
80,000 Qualcomm Inc.* 15,135,000
------------
$ 29,433,438
------------
ELECTRONICS (COMPONENT DISTRIBUTORS) - 1.0%
75,000 Flextronics International Ltd $ 4,364,063
90,000 Sawtech Inc. 3,150,000
------------
$ 7,514,063
------------
ELECTRONICS (DEFENSE) - 1.1%
150,000 General Motors Corp. (Class H) $ 8,587,500
------------
ELECTRONICS (INSTRUMENTATION) - 0.8%
150,000 EG&G, Inc. $ 5,971,875
------------
ELECTRONICS (SEMICONDUCTORS) - 6.0%
240,000 Altera Corp.* $ 10,410,000
100,000 Linear Technology Corp. 5,878,125
100,000 Maxim Integrated Products* 6,309,375
150,000 Vitesse Semiconductor Corp.* 12,806,250
150,000 Xilinx, Inc.* 9,829,688
------------
$ 45,233,438
------------
EQUIPMENT (SEMICONDUCTORS) - 3.9%
75,000 Brooks Automation Inc.* $ 1,317,188
125,000 KLA-Tencor Corp.* 8,125,000
90,000 Novellus Systems, Inc.* 6,069,375
100,000 Pri Automation Inc.* 3,612,500
180,000 Teradyne Inc.* 6,345,000
120,000 Veeco Instruments, Inc.* 3,360,000
------------
$ 28,829,063
------------
SERVICES (COMPUTER SYSTEMS) - 1.7%
180,000 Computer Sciences Corp. $ 12,656,250
------------
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
SERVICES (DATA PROCESSING) - 2.6%
180,000 DST Systems, Inc. $ 10,237,500
125,000 Fiserv, Inc.* 4,062,500
80,000 NOVA Corp. 2,000,000
100,000 Paychex Inc. 3,412,500
------------
$ 19,712,500
------------
TOTAL TECHNOLOGY $297,955,284
------------
TRANSPORTATION - 1.8%
AIR FREIGHT - 1.8%
150,000 CNF Transportation Inc. $ 5,587,500
200,000 FDX Corp.* 7,750,000
------------
TOTAL TRANSPORTATION $ 13,337,500
------------
UTILITIES - 2.5%
ELECTRIC COMPANIES - 0.9%
225,000 Montana Power Co. $ 6,848,438
------------
NATURAL GAS - 1.6%
300,000 Enron Corp.+ $ 12,375,000
------------
TOTAL UTILITIES $ 19,223,438
------------
TOTAL COMMON STOCKS
(Cost $612,312,098) $725,409,468
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/99 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
<C> <S> <C>
TEMPORARY CASH INVESTMENT - 3.3%
COMMERCIAL PAPER - 3.3%
$25,211,000 Citigroup Inc., 5.5%, 10/1/99 $ 25,211,000
------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $25,211,000) $ 25,211,000
------------
TOTAL INVESTMENT IN SECURITIES AND TEMPORARY CASH
INVESTMENT - 100.0%
(Cost $637,523,098)(a) $750,620,468
------------
</TABLE>
* Non-income producing security.
+ Portions of these investments have been pledged to cover margin
requirements for futures contracts at September 30, 1999.
(a) At September 30, 1999, the net unrealized gain on investments based
on cost for federal income tax purposes of $638,176,535 was as
follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $142,652,764
Aggregate gross unrealized loss for all investments
in which there is an excess of tax cost over value (30,208,831)
------------
Net unrealized gain $112,443,933
------------
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for
the year ended September 30, 1999, aggregated $1,112,469,649 and
$1,252,484,219 respectively.
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
BALANCE SHEET 9/30/99
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash
investment of $25,211,000) (cost $637,523,098) $750,620,468
Cash 2,837,657
Receivables -
Investment securities sold 15,409,058
Fund shares sold 649,436
Dividends and interest 166,365
Variation margin 7,500
Other 22,599
------------
Total assets $769,713,083
------------
LIABILITIES:
Payables -
Investments purchased $ 14,302,345
Fund shares repurchased 1,593,584
Due to affiliates 550,685
Accrued expenses 135,955
------------
Total liabilities $ 16,582,569
------------
NET ASSETS:
Paid-in capital $518,922,053
Accumulated undistributed net realized gain on
investments and futures contracts 121,642,691
Net unrealized gain on investments and futures contracts 112,565,770
------------
Total net assets $753,130,514
------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $739,426,735/40,903,797 shares) $ 18.08
------------
Class B (based on $10,698,911/620,412 shares) $ 17.24
------------
Class C (based on $3,004,868/170,159 shares) $ 17.66
------------
MAXIMUM OFFERING PRICE:
Class A $ 19.18
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED 9/30/99
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $15,150) $ 3,793,406
Interest 1,248,333
----------
Total investment income $ 5,041,739
------------
EXPENSES:
Management fees
Basic fee $ 5,346,353
Performance adjustment (1,859,333)
Transfer agent fees
Class A 1,320,559
Class B 38,262
Class C 8,750
Distribution fees
Class A 1,590,784
Class B 94,489
Class C 25,382
Administrative fees 406,889
Custodian fees 95,908
Professional 66,381
Registration fees 83,697
Printing 70,861
Fees and expenses of nonaffiliated trustees 35,073
Miscellaneous 27,713
----------
Total expenses $ 7,351,768
Less fees paid indirectly (152,504)
------------
Net expenses $ 7,199,264
------------
Net investment loss $ (2,157,525)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES
CONTRACTS:
Net realized gain on investments $140,598,016
Net realized loss on futures contracts (2,749,078)
Change in net unrealized gain on investments 10,811,449
Change in net unrealized gain on futures contracts (531,600)
------------
Net gain on investments and futures contracts $148,128,787
------------
Net increase in net assets resulting from
operations $145,971,262
------------
</TABLE>
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
FOR THE YEARS ENDED 9/30/99 AND 9/30/98
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/99 9/30/98
<S> <C> <C>
FROM OPERATIONS:
Net investment loss $ (2,157,525) $ (3,470,624)
Net realized gain on investments and futures contracts 137,848,938 65,727,490
Change in net unrealized gain on investments and futures
contracts 10,279,849 (211,409,204)
------------- --------------
Net increase (decrease) in net assets resulting
from operations $ 145,971,262 $ (149,152,338)
------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain:
Class A ($1.45 and $3.35 per share, respectively) $ (66,006,774) $ (147,104,651)
Class B ($1.45 and $3.35 per share, respectively) (845,625) (627,640)
Class C ($1.45 and $3.35 per share, respectively) (198,399) (146,941)
------------- --------------
Total distributions to shareholders $ (67,050,798) $ (147,879,232)
------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 240,793,033 $ 127,986,868
Reinvestment of distributions 62,887,503 139,942,525
Cost of shares repurchased (404,156,562) (250,656,429)
------------- --------------
Net increase (decrease) in net assets resulting
from fund share transactions $(100,476,026) $ 17,272,964
------------- --------------
Net decrease in net assets $ (21,555,562) $ (279,758,606)
NET ASSETS:
Beginning of year 774,686,076 1,054,444,682
------------- --------------
End of year (including accumulated undistributed net
investment income of $0 and $0 respectively) $ 753,130,514 $ 774,686,076
------------- --------------
</TABLE>
<TABLE>
<CAPTION>
CLASS A '99 SHARES '99 AMOUNT '98 SHARES '98 AMOUNT
<S> <C> <C> <C> <C>
Shares sold 11,260,083 $ 201,955,045 5,427,159 $ 109,799,300
Reinvestment of distributions 3,790,939 61,943,942 7,889,359 139,247,192
Less shares repurchased (20,558,938) (369,941,102) (11,736,227) (236,392,082)
---------- ------------- ---------- -------------
Net increase (decrease).. (5,507,916) $(106,042,115) 1,580,291 $ 12,654,410
---------- ------------- ---------- -------------
CLASS B
Shares sold 801,404 $ 13,854,741 589,015 $ 12,051,832
Reinvestment of distributions 49,019 771,073 33,678 579,591
Less shares repurchased (603,225) (10,384,022) (468,996) (9,319,826)
---------- ------------- ---------- -------------
Net increase 247,198 $ 4,241,792 153,697 $ 3,311,597
---------- ------------- ---------- -------------
CLASS C
Shares sold 1,413,709 $ 24,983,247 312,091 $ 6,135,736
Reinvestment of distributions 10,734 172,488 6,599 115,742
Less shares repurchased (1,343,864) (23,831,438) (261,350) (4,944,521)
---------- ------------- ---------- -------------
Net increase 80,579 $ 1,324,297 57,340 $ 1,306,957
---------- ------------- ---------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 9/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
CLASS A 9/30/99 9/30/98 9/30/97 9/30/96 9/30/95
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 16.53 $ 23.39 $ 21.12 $ 21.48 $ 19.92
-------- -------- ---------- ---------- ----------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.05) $ (0.07) $ (0.08) 0.18 $ 0.24
Net realized and unrealized gain (loss) on
investments and futures contracts 3.05 (3.44) 4.23 1.47 2.70
-------- -------- ---------- ---------- ----------
Net increase (decrease) from investment
operations $ 3.00 $ (3.51) $ 4.15 $ 1.65 $ 2.94
Distributions to shareholders:
Net investment income - - - (0.30) (0.23)
Net realized gain (1.45) (3.35) (1.88) (1.71) (1.15)
-------- -------- ---------- ---------- ----------
Net increase (decrease) in net asset value $ 1.55 $ (6.86) $ 2.27 $ (0.36) $ 1.56
-------- -------- ---------- ---------- ----------
Net asset value, end of year $ 18.08 $ 16.53 $ 23.39 $ 21.12 $ 21.48
======== ======== ========== ========== ==========
Total return* 19.09% (15.90)% 21.36% 8.61% 16.24%
Ratio of net expenses to average net assets 0.88%+ 0.79%+ 0.87%+ 0.90%+ 0.85%+
Ratio of net investment income (loss) to average net
assets (0.27)%+ (0.35)%+ (0.37)%+ 0.85%+ 1.18%+
Portfolio turnover rate 150% 110% 63% 75% 19%
Net assets, end of year (in thousands) $739,427 $767,257 $1,048,648 $1,008,177 $1,082,154
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.86% 0.79% 0.85% 0.88% -
Net investment income (loss) (0.25)% (0.35)% (0.35)% 0.87% -
</TABLE>
* Assumes initial investment at net asset value at the beginning of each year,
reinvestment of distributions, the complete redemption of the investment
at net asset value at the end of each year and no sales charges. Total return
would be reduced if sales charges were taken into account.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 9/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED 2/1/96 TO
CLASS B 9/30/99 9/30/98 9/30/97 9/30/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 15.99 $22.98 $21.02 $19.28
---------- --------- --------- ---------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.10) $(0.18) $(0.22) $ 0.12
Net realized and unrealized gain (loss) on investments and
futures contracts 2.80 (3.46) 4.06 1.78
---------- --------- --------- ---------
Net increase (decrease) from investment operations $ 2.70 $(3.64) $ 3.84 $ 1.90
Distributions to shareholders:
Net investment income - - - (0.16)
Net realized gain (1.45) (3.35) (1.88) -
---------- --------- --------- ---------
Net increase (decrease) in net asset value $ 1.25 $(6.99) $ 1.96 $ 1.74
---------- --------- --------- ---------
Net asset value, end of period $ 17.24 $15.99 $22.98 $21.02
---------- --------- --------- ---------
Total return* 17.76% (16.86)% 19.87% 9.88%
Ratio of net expenses to average net assets 1.91%+ 1.81%+ 2.00%+ 1.68%**+
Ratio of net investment loss to average net assets (1.31)%+ (1.38)%+ (1.51)%+ (0.26)%**+
Portfolio turnover rate 150% 110% 63% 75%
Net assets, end of period (in thousands) $10,699 $5,969 $5,045 $4,939
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.89% 1.80% 1.96% 1.66%**
Net investment loss (1.29)% (1.37)% (1.47)% (0.24)%**
</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.
21
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 9/30/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED 2/1/96 TO
CLASS C 9/30/99 9/30/98 9/30/97 9/30/96
<S> <C> <C> <C> <C>
Net asset value, beginning of period $16.30 $23.33 $21.12 $19.28
--------- --------- --------- ---------
Increase (decrease) from investment operations:
Net investment income (loss) $(0.07) $(0.18) $(0.20) $ 0.03
Net realized and unrealized gain (loss) on investments and
futures contracts 2.88 (3.50) 4.29 1.93
--------- --------- --------- ---------
Net increase (decrease) from investment operations $ 2.81 $(3.68) $ 4.09 $ 1.96
Distributions to shareholders:
Net investment income - - - (0.12)
Net realized gain (1.45) (3.35) (1.88) -
--------- --------- --------- ---------
Net increase (decrease) in net asset value $ 1.36 $(7.03) $ 2.21 $ 1.84
--------- --------- --------- ---------
Net asset value, end of period $17.66 $16.30 $23.33 $21.12
--------- --------- --------- ---------
Total return* 18.13% (16.77)% 21.07% 10.18%
Ratio of net expenses to average net assets 1.86%+ 1.75%+ 1.91%+ 1.96%**+
Ratio of net investment loss to average net assets (1.26)%+ (1.31)%+ (1.43)%+ (0.29)%**+
Portfolio turnover rate 150% 110% 63% 75%
Net assets, end of period (in thousands) $3,005 $1,460 $ 752 $ 379
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.82% 1.74% 1.87% 1.93%**
Net investment loss (1.22)% (1.30)% (1.39)% (0.26)%**
</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.
22
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/99
- --------------------------------------------------------------------------------
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. The net asset value
is computed once daily, on each day the New York Stock Exchange is
open, as of the close of the regular trading on the Exchange. In
computing the net asset value, securities are valued at the last
sale price on the principal exchange where they are traded.
Securities that have not traded on the date of valuation, or
securities for which sale prices are not generally reported, are
valued at the mean between the last bid and asked prices. Securities
for which market quotations are not readily available are valued at
their fair values as determined by, or under the direction of, the
Board of Trustees. 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.
23
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/99 (CONTINUED)
- --------------------------------------------------------------------------------
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. FUTURES CONTRACTS
The Fund may enter into futures transactions to hedge against changes
in interest rates, securities prices, and currency rates or to seek
to increase total return. Upon entering into a futures contract, the
Fund is required to deposit with a broker an amount of cash or
securities equal to the minimum "initial margin" requirements of the
associated futures exchange. Subsequent payments for futures
contracts ("variation margin") are paid or received daily by the
Fund, depending on the daily fluctuation in the value of the
contracts, and are recorded by the Fund as unrealized gains or
losses. When the contract is closed, the Fund realizes a gain or
loss equal to the difference between the opening and closing value
of the contract. The use of futures contracts involve, to varying
degrees, elements of market and counterparty risks which may exceed
the amounts recognized by the Fund. Changes in value of the
contracts may not directly correlate to the changes in value of the
underlying securities. These risks may decrease the effectiveness of
the Fund's hedging strategies and potentially result in a loss.
At September 30, 1999, open futures contracts were as follows:
NUMBER OF
CONTRACTS SETTLEMENT MARKET UNREALIZED
TYPE LONG/(SHORT) MONTH VALUE LOSS
S&P Midcap 400
Index 50 12/99 $9,635,000 $(531,600)
C. 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
24
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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, 1999, the Fund has reclassified from accumulated
undistributed net realized gain on investments and futures
contracts, $10,000,000 and $2,157,525 to paid-in capital and
accumulated net investment loss, respectively. 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.
The Fund has designated $79,896,806 as a capital gain dividend for
purposes of the dividend paid deduction.
D. 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 $58,651 in underwriting commissions on
the sale of fund shares during the year ended September 30, 1999.
E. 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.
25
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/99 (CONTINUED)
- --------------------------------------------------------------------------------
2. MANAGEMENT AGREEMENT
Pioneer Investment Management, Inc. (PIM), the Fund's investment
adviser, manages the Fund's portfolio and is a wholly owned subsidiary
of PGI. PIM 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 P0.20% based on
the Fund's investment performance as compared with the Standard &
Poor's MidCap 400 Index. For the year ended September 30, 1999, the
aggregate performance adjustment resulted in a reduction to the basic
fee of $1,859,333. The management fee was equivalent to a rate of
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 September 30, 1999, $288,229 was
payable to PIM related to management fees, administrative 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 $122,232 in transfer agent fees
payable to PSC at September 30, 1999.
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. Included in due to affiliates is $140,224
in distribution fees payable to PFD at September 30, 1999.
26
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 year ended September 30, 1999, CDSCs in the amount
of $28,177 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, 1999, the Fund's expenses were reduced by
$152,504 under such arrangements.
6. LINE OF CREDIT FACILITY
The Fund, along with certain other funds in the Pioneer Family of Funds
(the Funds), collectively participate in a $50 million committed,
unsecured revolving line of credit facility. Borrowings are used solely
for temporary or emergency purposes. The Fund may borrow up to the
lesser of $50 million or the limits set by its prospectus for
borrowings. Interest on collective borrowings of up to $25 million is
payable at the Federal Funds Rate plus 3/8% on an annualized basis, or
at the Federal Funds Rate plus 1/2% if the borrowing exceeds $25
million at any one time. The Funds pay an annual commitment fee for
this facility. The commitment fee is allocated among such Funds based
on their respective borrowing limits.
The average daily amount of borrowings outstanding during the year
ended September 30, 1999 was $103,370. The average daily shares
outstanding during the period were 45,591,519, resulting in an average
borrowing of less than one cent per share. The related weighted average
annualized interest rate for the period was 5.33%, and the total
interest expense on such borrowings was $6,831.
27
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PIONEER MID-CAP FUND
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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TO THE SHAREOWNERS 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, 1999, and
the related statement of operations, the statements of changes in net
assets, and the financial highlights for the periods presented. These
financial statements and financial highlights are the responsibility
of the Fund's management. Our responsibility is to express an opinion
on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of September 30, 1999 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, 1999,
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
November 5, 1999
28
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PIONEER MID-CAP FUND
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TRUSTEES, OFFICERS AND SERVICE PROVIDERS
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<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 Eric W. Reckard, Treasurer
Marguerite A. Piret Joseph P. Barri, Secretary
David D. Tripple
Stephen K. West
John Winthrop
</TABLE>
INVESTMENT ADVISER
Pioneer Investment Management, Inc.
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
29
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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 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.
<TABLE>
<S> <C> <C>
[PIONEER LOGO] PIONEER INVESTMENT MANAGEMENT, INC. 7091-00-1199
60 STATE STREET G PIONEER FUNDS DISTRIBUTOR,
BOSTON, MASSACHUSETTS 02109 INC.
WWW.PIONEERFUNDS.COM [RECYCLE LOGO] PRINTED ON
RECYCLED PAPER
</TABLE>
