<PAGE>
[PIONEER LOGO]
PIONEER
MID-CAP
FUND
--------------------------
SEMI ANNUAL REPORT 3/31/99
--------------------------
<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 15
Notes to Financial Statements 21
Report of Independent Public Accountants 25
Trustees, Officers and Service Providers 26
The Pioneer Family of Mutual Funds 27
Retirement Plans from Pioneer 28
</TABLE>
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
LETTER FROM THE CHAIRMAN 3/31/99
DEAR SHAREOWNER,
-----------------------------------------------------------------------------
I am pleased to present this semiannual report to the shareowners of
Pioneer Mid-Cap Fund. This report covers the six months from
September 30, 1998 through March 31, 1999.
In March, amid much fanfare, the Dow Jones Industrial Average closed
above 10,000 for the first time. Although this was considered
momentous by some, in actuality it reflected gains for only 30
large-company stocks. Small and mid-cap stocks bounced back a bit
over the past six months, although they were unable to keep pace with
their larger counterparts. Nevertheless, we are pleased with the
improvement in Pioneer Mid-Cap Fund's performance over the past six
months.
Although the path is not always smooth for small and mid-cap stocks,
investors should not abandon them. Including a mix of large, small
and medium-sized stocks is essential in maintaining a well-balanced
portfolio. We also advocate patience, rather than attempts at market
timing, another reason we have always encouraged our investors to
"stay the course." It may be tempting to pull money out of a market
that is rocky, but consider the following scenario. When the market
severely declined in October 1987 and again in August 1998, some
individuals were so shaken that they abandoned their stock
investments completely. In turn, they were also left out of the
terrific returns many investors received when the market recovered.
While we recognize that each market cycle is different, and that it's
impossible to predict if and when the tide will turn, we believe
mid-cap stocks will again get their due.
I encourage you to read on to learn more about your Fund, including
the question and answer session with Steven Carhart and Eric Weigel,
who joined the Fund in January as co-manager. Since 1998, Eric has
been leading Pioneer's quantitative analysis team and he brings his
10 years of expertise in this area to your 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 3/31/99
PORTFOLIO DIVERSIFICATION
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
U.S. Common Stocks 93%
International Common Stocks 3%
Depositary Receipts for International Stocks 2%
Short-Term Cash Equivalents 2%
SECTOR DISTRIBUTION
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
Technology 23%
Consumer Cyclicals 20%
Healthcare 13%
Financial 11%
Consumer Staples 8%
Utilities 6%
Capital Goods 5%
Communication Services 4%
Basic Materials 4%
Other 6%
10 LARGEST HOLDINGS
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<C> <S> <C> <C> <C> <C>
1. America Online, Inc. 3.07% 6. Equitable Companies, Inc. 1.91%
2. Best Buy Co., Inc. 2.06 7. Novell Inc. 1.87
3. Dayton Hudson Corp. 1.98 8. Bed Bath & Beyond, Inc. 1.81
4. Aflac Inc. 1.96 9. Masco Corp. 1.75
5. Enron Corp. 1.91 10. Elan Plc (A.D.R.) 1.73
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
PIONEER MID-CAP FUND
PERFORMANCE UPDATE 3/31/99 CLASS A SHARES
SHARE PRICES AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 3/31/99 9/30/98
<S> <C> <C>
$17.98 $16.53
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/98 - 3/31/99) 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.
AVERAGE ANNUAL TOTAL RETURNS
(As of March 31, 1999)
<TABLE>
<CAPTION>
NET ASSET PUBLIC OFFERING
PERIOD VALUE PRICE*
<S> <C> <C>
10 Years 10.65% 9.99%
5 years 8.79 7.51
1 year -9.07 -14.29
</TABLE>
* Reflects deduction of the maximum 5.75% sales charge at the befinning of
the period and assumes reinvestment of distributions at net asset value.
GROWTH OF $10,000
<TABLE>
<CAPTION>
Pioneer Standard &
DATE Mid-Cap Fund Poor's Mid-Cap
A Shares 400 Index
<S> <C> <C>
3/31/89 9,425 10,000
10,398 11,987
3/31/91 10,921 14,436
13,426 17,533
3/31/93 15,999 20,366
17,008 21,621
3/31/95 17,448 23,419
20,347 30,116
3/31/97 19,934 33,311
28,501 49,643
3/31/99 25,914 49,870
</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
<PAGE>
PIONEER MID-CAP FUND
PERFORMANCE UPDATE 3/31/99 CLASS B SHARES
SHARE PRICES AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 3/31/99 9/30/98
<S> <C> <C>
$17.25 $15.99
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/98 - 3/31/99) 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.
AVERAGE ANNUAL TOTAL RETURNS
(As of March 31, 1999)
<TABLE>
<CAPTION>
IF IF
PERIOD Held Redeemed*
<S> <C> <C>
Life-of-Fund
(2/1/96) 8.40% 7.68%
1 Year -10.03 -13.32
</TABLE>
* Reflects deduction of the maximum applicable contingent deferred sales
charge (CDSC) at the end of the period and assumes reinvestment of
distributions. The maximum CDSC of 4% declines over six years.
GROWTH OF $10,000
<TABLE>
<CAPTION>
Pioneer Mid-Cap Standard & Poor's
DATE Fund B Shares MidCap 400 Index
<S> <C> <C>
2/29/96 10,000 10,000
10,254 10,120
10,355 10,411
9/30/96 10,765 10,714
11,174 11,362
3/31/97 9,956 11,194
11,079 12,843
9/30/97 12,904 14,903
11,809 15,027
3/31/98 14,050 16,682
13,761 16,325
9/30/98 10,728 13,963
12,868 17,899
3/31/99 12,378 16,758
</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 3/31/99 CLASS C SHARES
SHARE PRICES AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 3/31/99 9/30/98
<S> <C> <C>
$17.66 $16.30
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/98 - 3/31/99) 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.
AVERAGE ANNUAL TOTAL RETURNS
(As of March 31, 1999)
<TABLE>
<CAPTION>
If If
PERIOD Held Redeemed*
<S> <C> <C>
Life-of-Fund
(2/1/96) 8.96% -9.78%
1 Year 8.96 -9.78
</TABLE>
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
GROWTH OF $10,000
<TABLE>
<CAPTION>
Pioneer Mid-Cap Standard & Poor's
DATE Fund c Shares MidCap 400 Index
<S> <C> <C>
2/29/96 10,000 10,000
10,254 10,120
10,381 10,411
9/30/96 10,795 10,714
11,198 11,362
3/31/97 9,982 11,194
11,215 12,843
9/30/97 13,069 14,903
11,971 15,027
3/31/98 14,240 16,682
13,953 16,325
9/30/98 10,877 13,963
13,052 17,899
3/31/99 12,848 16,758
</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
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 3/31/99
The first half of Pioneer Mid-Cap Fund's fiscal year ended on March 31, 1999. In
the following discussion, portfolio managers Steven C. Carhart and Eric J.
Weigel discuss how the current market environment and their investment
strategies affected the Fund's performance from September 30, 1998 through
March 31, 1999.
Q: LARGE CAPITALIZATION STOCKS HAVE BEEN GETTING MOST OF INVESTORS' ATTENTION
LATELY. HOW DID THE FUND AND MID-CAP STOCKS PERFORM?
A: A small number of large growth stocks were, once again, the best performers
and real drivers of the broader stock market averages over the period. Even
so, compared to last year, mid-sized company stocks took a turn for the
better. We are pleased with the Fund's improvement - it returned about 18%
at net asset value for the six-month period.
The Fund's benchmark, the Standard & Poor's Midcap 400 Index, which is made
up of medium-sized company stocks, posted a 20% return. Its Lipper, Inc.
peer group of 394 mid-cap funds returned 23% for the same period. (Lipper is
an independent company that tracks mutual fund performance.)
Q: WHY DO TECHNOLOGY COMPANIES HAVE SUCH A SIGNIFICANT ROLE IN THE PORTFOLIO?
A: Technology continues to play a significant role in society and industry.
When we look at the world's top companies, the vast majority are using
technology to increase productivity and, ultimately, profit. Schools and
homes are also employing technology. We tend to focus on companies that
deliver important services to businesses or consumers, rather than equipment
or hardware.
Several holdings relate to the internet, including standout performers
America Online, Intuit and Qwest Communications International, a data
transmission company. For the most part, all have positive earnings and the
ability to continue to prosper in the future. This is a sharp contrast to
the more speculative ".com" companies that have received much media and
investor attention lately. We tend to stay away from companies that have yet
to generate meaningful sales, much less earnings. We prefer companies with
real products and growing earnings.
6
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
Q: THE FUND'S HEALTHCARE STOCKS HURT PERFORMANCE. WHY?
A: Medicare reform has been a hot topic in Washington and some healthcare
companies are under pressure from federal regulators and auditors.
Unfortunately, the market has punished healthcare companies across the
board, even those that are ethical, well managed and in a strong financial
position. In the long run, we think the prices of stocks in the portfolio
such as Health Management Associates and Sunrise Assisted Living will
improve, since they have the potential to survive any shakeout in the
industry and become even more dominant in their particular areas. Even so,
the performance of the portfolio's healthcare companies was disappointing.
Q: WHAT PORTFOLIO CHANGES DID YOU MAKE OVER THE PERIOD?
A: While we did not make any significant changes to sector weightings, we did
increase the number of holdings to 81, up from 51 six months ago. Having a
more diverse portfolio should help reduce some of the volatility we've
experienced over the past two years.
Our timing for these changes worked out well. When many mid-cap stocks came
under extreme pressure in the late summer and early autumn of 1998, we
didn't have to look too far to find high-quality companies whose stock
prices had suffered, even though their earnings were holding up. We saw this
as an opportunity to establish or add to positions that we think demonstrate
good growth potential. We found a number of attractive investments in
industrial areas such as energy services. A good example is the utility
Montana Power, which operates electric and natural gas systems and also has
business activities in the telecommunications field. Its performance over
the period was impressive, and we believe its forward-thinking management
can keep the momentum going.
Q: ERIC, WHAT DOES YOUR EXPERTISE IN QUANTITATIVE RESEARCH BRING TO THE FUND?
A: First, Steve has always used quantitative tools to identify potential
holdings and to track the progress of stocks in the portfolio. My role is to
expand the repertoire of quantitative tools, especially when it comes to
generating new investment ideas. For example, we've begun using an even more
robust set of screens to help us assess a stock's risk, relative value and
the potential effects of a revision in earnings. However, we do not buy
stocks just because they rate highly on a quantitative screen.
7
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 3/31/99 (CONTINUED)
We still consider a variety of factors - including our evaluation of
management, for instance - as we look for stocks with greater growth
potential than the overall market. Our in-house research remains the primary
way for us to find mid-sized companies we believe can be the leaders of
tomorrow.
Q: WHAT ARE THE PROSPECTS FOR MID-CAP COMPANIES FOR THE REMAINDER OF 1999?
A: Pretty good, we think. We expect economic growth in the United States to
continue, but most likely at a slower pace than the past two years. The
earnings growth of large companies is also likely to slow as we progress
into the second quarter of 1999. Often when that happens, medium-sized
companies continue to prosper. And, earnings and valuations in the mid-cap
arena, compared to larger stocks, remain attractive. We would not be
surprised if mid-cap companies that sustain their earnings growth turn out
to be the next group of market leaders. We continue to believe that the Fund
is a good choice for investors seeking exposure to this powerful area of the
market.
8
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/99
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMMON STOCKS - 97.8%
BASIC MATERIALS - 4.0%
CHEMICALS (SPECIALTY) - 1.1%
407,100 Cytec Industries, Inc.* $ 9,083,419
------------
GOLD & PRECIOUS METALS MINING - 1.8%
440,000 Barrick Gold Corp. $ 7,507,500
440,000 Newmont Mining Corp. 7,700,000
------------
$ 15,207,500
------------
IRON & STEEL - 1.1%
400,000 AK Steel Holding Co. $ 9,025,000
------------
TOTAL BASIC MATERIALS $ 33,315,919
------------
CAPITAL GOODS - 5.0%
AEROSPACE/DEFENSE - 2.0%
150,000 Gulfstream Aerospace Corp.* $ 6,506,250
250,000 Precision Castparts Corp. 10,062,500
------------
$ 16,568,750
------------
ELECTRICAL EQUIPMENT - 2.0%
270,000 American Power Conversion Corp.* $ 7,290,000
150,000 Sanmina Corp.* 9,562,500
------------
$ 16,852,500
------------
MANUFACTURING (SPECIALIZED) - 1.0%
230,000 York International Corp. $ 8,121,875
------------
TOTAL CAPITAL GOODS $ 41,543,125
------------
COMMUNICATION SERVICES - 3.9%
TELEPHONE - 3.9%
140,000 AllTel Corp. $ 8,732,500
150,000 Century Telephone Enterprises, Inc. 10,537,500
180,000 Qwest Communications International Inc.* 12,976,875
------------
TOTAL COMMUNICATION SERVICES $ 32,246,875
------------
CONSUMER CYCLICALS - 19.3%
AUTO PARTS & EQUIPMENT - 1.4%
264,000 Lear Corp.* $ 11,269,500
------------
BUILDING MATERIALS - 1.7%
501,000 Masco Corp. $ 14,153,250
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/99 (CONTINUED)
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
HOMEBUILDING - 1.3%
958,500 Clayton Homes, Inc. $ 10,603,406
------------
LEISURE TIME (PRODUCTS) - 1.0%
150,000 Harley-Davidson Inc. $ 8,625,000
------------
RETAIL (COMPUTERS & ELECTRONICS) - 2.0%
320,000 Best Buy Co., Inc.* $ 16,640,000
------------
RETAIL (GENERAL MERCHANDISE) - 3.4%
240,000 Dayton Hudson Corp. $ 15,990,000
200,000 Fred Meyer, Inc.* 11,775,000
------------
$ 27,765,000
------------
RETAIL (SPECIALTY) - 4.1%
400,000 Bed Bath & Beyond, Inc.* $ 14,600,000
300,000 Office Depot, Inc.* 11,043,750
300,000 Williams-Sonoma, Inc.* 8,475,000
------------
$ 34,118,750
------------
SERVICES (COMMERCIAL & CONSUMER) - 3.4%
350,000 Apollo Group Inc.* $ 10,456,250
120,000 Cintas Corp. 7,845,000
250,000 Quintiles Transnational Corp.* 9,437,500
------------
$ 27,738,750
------------
TEXTILES (APPAREL) - 1.0%
300,000 Jones Apparel Group, Inc.* $ 8,381,250
------------
TOTAL CONSUMER CYCLICALS $159,294,906
------------
CONSUMER STAPLES - 7.5%
BROADCASTING (CABLE/TELEVISION/RADIO) - 1.1%
200,650 TCA Cable TV Inc. $ 8,728,275
------------
FOODS - 1.8%
200,000 Suiza Foods Corp.* $ 6,737,500
400,000 Tyson Foods Inc. 8,275,000
------------
$ 15,012,500
------------
RESTAURANTS - 1.9%
300,000 Brinker International Inc.* $ 7,743,750
300,000 Starbucks Corp.* 8,418,750
------------
$ 16,162,500
------------
</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>
RETAIL (DRUG STORES) - 1.7%
190,000 CVS Corp. $ 9,025,000
200,000 Rite Aid Corp. 5,000,000
------------
$ 14,025,000
------------
SERVICES (EMPLOYMENT) - 1.0%
250,000 Robert Half International Inc. $ 8,203,125
------------
TOTAL CONSUMER STAPLES $ 62,131,400
------------
ENERGY - 3.9%
OIL & GAS (DRILLING & EQUIPMENT) - 3.9%
300,000 Smith International Inc.* $ 12,000,000
300,000 Transocean Offshore Inc. 8,643,750
1,000,000 Varco International Inc.* 11,125,000
------------
TOTAL ENERGY $ 31,768,750
------------
FINANCIAL - 10.9%
BANKS (REGIONAL) - 2.5%
400,000 North Fork Bancorporation, Inc. $ 8,450,000
180,000 Zions Bancorporation 11,970,000
------------
$ 20,420,000
------------
FINANCIAL (DIVERSIFIED) - 1.9%
220,000 Equitable Companies, Inc. $ 15,400,000
------------
INSURANCE (LIFE/HEALTH) - 1.9%
290,000 Aflac Inc. $ 15,786,875
------------
INSURANCE (PROPERTY/CASUALTY) - 2.1%
140,000 Allmerica Financial Corp. $ 7,708,750
70,000 Progressive Corp. 10,045,000
------------
$ 17,753,750
------------
INVESTMENT BANKING/BROKERAGE - 1.2%
250,000 Painewebber Group Inc. $ 9,968,750
------------
SAVINGS & LOAN COMPANIES - 1.3%
380,000 Charter One Financial, Inc. $ 10,966,562
------------
TOTAL FINANCIAL $ 90,295,937
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/99 (CONTINUED)
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
HEALTHCARE - 12.5%
BIOTECHNOLOGY - 5.8%
120,000 Amgen Inc.* $ 8,985,000
600,000 Biochem Pharma Inc.* 12,787,500
40,000 Biogen Inc.* 4,572,500
200,000 Elan Plc (A.D.R.) 13,950,000
150,000 Genzyme Corp.* 7,565,625
------------
$ 47,860,625
------------
HEALTHCARE (DRUGS/GENERIC & OTHER) - 1.6%
290,000 Watson Pharmaceuticals, Inc.* $ 12,796,250
------------
HEALTHCARE (HOSPITAL MANAGEMENT) - 0.9%
600,000 Health Management Associates, Inc.* $ 7,312,500
------------
HEALTHCARE (LONG TERM CARE) - 1.2%
210,000 Sunrise Assisted Living Inc.* $ 9,568,125
------------
HEALTHCARE (MEDICAL PRODUCTS/SUPPLIES) - 1.2%
200,000 Stryker Corp. $ 10,087,500
------------
HEALTHCARE (SPECIALIZED SERVICES) - 1.8%
250,000 Lincare Holdings Inc.* $ 7,031,250
290,000 Pediatrix Medical Group, Inc.* 8,156,250
------------
$ 15,187,500
------------
TOTAL HEALTHCARE $102,812,500
------------
TECHNOLOGY - 22.9%
COMPUTERS (NETWORKING) - 1.3%
460,000 Adaptec Inc.* $ 10,493,750
------------
COMPUTERS (PERIPHERALS) - 2.5%
90,000 EMC Corp.* $ 11,497,500
80,000 Lexmark International Group Inc.* 8,940,000
------------
$ 20,437,500
------------
</TABLE>
12
The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMPUTERS (SOFTWARE & SERVICES) - 10.2%
170,000 America Online, Inc.* $ 24,820,000
500,000 Cadence Design Systems, Inc.* 12,875,000
130,000 Computer Sciences Corp. 7,174,375
90,000 Intuit Inc.* 9,157,500
600,000 Novell Inc.* 15,112,500
60,000 Veritas Software Corp.* 4,845,000
573,000 Wind River Systems, Inc.* 10,206,563
------------
$ 84,190,938
------------
ELECTRONICS (COMPONENT DISTRIBUTORS) - 1.0%
500,000 DSP Communications, Inc.* $ 7,937,500
------------
ELECTRONICS (SEMICONDUCTORS) - 2.7%
140,000 Altera Corp.* $ 8,330,000
100,000 Linear Technology Corp. 5,125,000
170,000 Maxim Integrated Products, Inc.* 9,201,250
------------
$ 22,656,250
------------
EQUIPMENT (SEMICONDUCTORS) - 1.5%
150,000 KLA-Tencor Corp.* $ 7,284,375
93,000 Novellus Systems, Inc.* 5,126,625
------------
$ 12,411,000
------------
SERVICES (DATA PROCESSING) - 3.7%
130,000 DST Systems, Inc.* $ 7,808,125
250,000 Fiserv, Inc.* 13,406,250
200,000 Paychex Inc. 9,487,500
------------
$ 30,701,875
------------
TOTAL TECHNOLOGY $188,828,813
------------
TRANSPORTATION - 1.6%
AIR FREIGHT - 1.6%
140,000 FDX Corp.* $ 12,993,750
------------
TOTAL TRANSPORTATION $ 12,993,750
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/99 (CONTINUED)
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
UTILITIES - 6.3%
ELECTRIC COMPANIES - 4.4%
280,000 Allegheny Energy, Inc. $ 8,260,000
210,000 Florida Progress Corp. 7,927,500
140,000 Montana Power Co. 10,298,750
220,000 Peco Energy Co. 10,175,000
------------
$ 36,661,250
------------
NATURAL GAS - 1.9%
240,000 Enron Corp. $ 15,420,000
------------
TOTAL UTILITIES $ 52,081,250
------------
TOTAL COMMON STOCKS
(Cost $680,160,153) $807,313,225
------------
PRINCIPAL
AMOUNT
TEMPORARY CASH INVESTMENT - 2.2%
COMMERCIAL PAPER - 2.2%
$17,781,000 Household Finance Corp., 5.0%, 4/1/99 $ 17,781,000
------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $17,781,000) $ 17,781,000
------------
TOTAL INVESTMENT IN SECURITIES - 100.0%
(Cost $697,941,153)(a) $825,094,225
============
</TABLE>
* Non-income producing security.
(a) At March 31, 1999, the net unrealized gain on investments based on
cost for federal income tax purposes of $698,018,536 was as
follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments
in which there is an excess of value over tax cost $167,049,935
Aggregate gross unrealized loss for all investments
in which there is an excess of tax cost over value (39,974,246)
------------
Net unrealized gain $127,075,689
============
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended March 31, 1999, aggregated $650,337,939 and
$698,405,219, respectively.
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
BALANCE SHEET 3/31/99
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary
cash investment of $17,781,000) (cost $697,941,153) $825,094,225
Cash 742
Receivables -
Investment securities sold 7,889,840
Fund shares sold 2,626,044
Dividends and interest 420,019
Other 23,015
------------
Total assets $836,053,885
------------
LIABILITIES:
Payables -
Investment securities purchased $ 78,400
Fund shares repurchased 3,168,926
Due to affiliates 688,603
Accrued expenses 74,761
------------
Total liabilities $ 4,010,690
------------
NET ASSETS:
Paid-in capital $593,681,873
Accumulated net investment loss (1,231,671)
Accumulated undistributed net realized gain on
investments 112,439,921
Net unrealized gain on investments 127,153,072
------------
Total net assets $832,043,195
============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $819,894,377/45,587,684 shares) $ 17.98
============
Class B (based on $9,361,697/542,695 shares) $ 17.25
============
Class C (based on $2,787,121/157,853 shares) $ 17.66
============
MAXIMUM OFFERING PRICE:
Class A $ 19.08
============
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED 3/31/99
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $5,400) $2,087,846
Interest 395,079
----------
Total investment income $ 2,482,925
------------
EXPENSES:
Management fees
Basic fee $2,591,420
Performance adjustment (828,567)
Transfer agent fees
Class A 660,015
Class B 18,978
Class C 4,803
Distribution fees
Class A 786,622
Class B 46,736
Class C 11,988
Administrative fees 298,186
Custodian fees 44,294
Professional 32,046
Registration fees 48,115
Printing 24,365
Fees and expenses of nonaffiliated trustees 19,355
Miscellaneous 15,542
----------
Total expenses $ 3,773,898
Less fees paid indirectly (59,302)
------------
Net expenses $ 3,714,596
------------
Net investment loss $ (1,231,671)
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $116,497,254
Change in net unrealized gain on investments 24,867,151
------------
Net gain on investments $141,364,405
------------
Net increase in net assets resulting from operations $140,132,734
============
</TABLE>
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED 3/31/99 AND THE YEAR ENDED 9/30/98
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
3/31/99 9/30/98
<S> <C> <C>
FROM OPERATIONS:
Net investment loss $ (1,231,671) $ (3,470,624)
Net realized gain on investments 116,497,254 65,727,490
Change in net unrealized gain on investments 24,867,151 (211,409,204)
------------- --------------
Net increase (decrease) in net assets resulting
from operations $ 140,132,734 $ (149,152,338)
------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($1.45 and $3.35 per share, respectively) $ (66,015,386) $ (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) (198,398) (146,941)
------------- --------------
Total distributions to shareholders $ (67,059,409) $ (147,879,232)
------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 121,451,966 $ 127,986,868
Reinvestment of distributions 62,896,115 139,942,525
Cost of shares repurchased (200,064,287) (250,656,429)
------------- --------------
Net increase (decrease) in net assets resulting
from fund share transactions $ (15,716,206) $ 17,272,964
------------- --------------
Net increase (decrease) in net assets $ 57,357,119 $ (279,758,606)
NET ASSETS:
Beginning of period 774,686,076 1,054,444,682
------------- --------------
End of period (including accumulated net investment loss
of $1,231,671 and $0, respectively) $ 832,043,195 $ 774,686,076
============= ==============
</TABLE>
<TABLE>
<CAPTION>
'99 SHARES '99 AMOUNT '98 SHARES '98 AMOUNT
<S> <C> <C> <C> <C>
CLASS A
Shares sold 5,902,982 $ 103,207,825 5,427,159 $ 109,799,300
Reinvestment of distributions 3,791,455 61,952,381 7,889,359 139,247,192
Less shares repurchased (10,518,466) (184,761,856) (11,736,227) (236,392,082)
---------- ------------- ---------- -------------
Net increase (decrease) (824,029) $ (19,601,650) 1,580,291 $ 12,654,410
========== ============= ========== =============
CLASS B
Shares sold 458,205 $ 7,726,167 589,015 $ 12,051,832
Reinvestment of distributions 49,030 771,245 33,678 579,591
Less shares repurchased (337,754) (5,714,502) (468,996) (9,319,826)
---------- ------------- ---------- -------------
Net increase 169,481 $ 2,782,910 153,697 $ 3,311,597
========== ============= ========== =============
CLASS C
Shares sold 613,240 $ 10,517,974 312,091 $ 6,135,736
Reinvestment of distributions 10,733 172,489 6,599 115,742
Less shares repurchased (555,700) (9,587,929) (261,350) (4,944,521)
---------- ------------- ---------- -------------
Net increase 68,273 $ 1,102,534 57,340 $ 1,306,957
========== ============= ========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 3/31/99
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
3/31/99 9/30/98 9/30/97 9/30/96 9/30/95 9/30/94
<S> <C> <C> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 16.53 $ 23.39 $ 21.12 $ 21.48 $ 19.92 $ 21.12
-------- -------- --------- --------- --------- ----------
Increase (decrease) from investment
operations:
Net investment income (loss) $ (0.03) $ (0.07) $ (0.08) 0.18 $ 0.24 $ 0.24
Net realized and unrealized gain (loss) on
investments 2.93 (3.44) 4.23 1.47 2.70 0.32
-------- -------- --------- --------- --------- ----------
Net increase (decrease) from investment
operations $ 2.90 $ (3.51) $ 4.15 $ 1.65 $ 2.94 $ 0.56
Distributions to shareholders:
Net investment income - - - (0.30) (0.23) (0.25)
Net realized gain (1.45) (3.35) (1.88) (1.71) (1.15) (1.51)
-------- -------- --------- --------- --------- ----------
Net increase (decrease) in net asset value $ 1.45 $ (6.86) $ 2.27 $ (0.36) $ 1.56 $ (1.20)
-------- -------- --------- --------- --------- ----------
Net asset value, end of period $ 17.98 $ 16.53 $ 23.39 $ 21.12 $ 21.48 $ 19.92
-------- -------- --------- --------- --------- ----------
Total return* 18.43% (15.90)% 21.36% 8.61% 16.24% 2.62%
Ratio of net expenses to average net assets 0.90%**+ 0.79%+ 0.87%+ 0.90%+ 0.85%+ 0.86%
Ratio of net investment income (loss) to
average net assets (0.30)%**+ (0.35)%+ (0.37)%+ 0.85%+ 1.18%+ 1.19%
Portfolio turnover rate 159%** 110% 63% 75% 19% 15%
Net assets, end of period (in thousands) $819,894 $767,257 $1,048,648 $1,008,177 $1,082,154 $1,017,233
Ratios assuming reduction for fees paid
indirectly:
Net expenses 0.88%** 0.79% 0.85% 0.88% - -
Net investment income (loss) (0.28)%** (0.35)% (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 sale charges.
Total return would be reduced if sales charges were taken into account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 3/31/99
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED YEAR ENDED 2/1/96 TO
3/31/99(a) 9/30/98 9/30/97 9/30/96
<S> <C> <C> <C> <C>
CLASS B
Net asset value, beginning of period $15.99 $22.98 $21.02 $19.28
------ ------ ------ ------
Increase (decrease) from investment operations:
Net investment income (loss) $(0.11) $(0.18) $(0.22) $ 0.12
Net realized and unrealized gain (loss) on investments 2.82 (3.46) 4.06 1.78
------ ------ ------ ------
Net increase (decrease) from investment operations $ 2.71 $(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 $ 1.26 $(6.99) $ 1.96 $ 1.74
------ ------ ------ ------
Net asset value, end of period $17.25 $15.99 $22.98 $21.02
------ ------ ------ ------
Total return* 17.83% (16.86)% 19.87% 9.88%
Ratio of net expenses to average net assets 1.92%**+ 1.81%+ 2.00%+ 1.68%**+
Ratio of net investment loss to average net assets (1.35)%**+ (1.38)%+ (1.51)%+ (0.26)%**+
Portfolio turnover rate 159%** 110% 63% 75%
Net assets, end of period (in thousands) $9,362 $5,969 $5,045 $4,939
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.90%** 1.80% 1.96% 1.66%**
Net investment loss (1.33)%** (1.37)% (1.47)% (0.24)%**
</TABLE>
<TABLE>
<C> <S>
(a) The per share data presented above is based upon average
shares outstanding for the period presented.
* 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
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 3/31/99
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED YEAR ENDED 2/1/96 TO
3/31/99(a) 9/30/98 9/30/97 9/30/96
<S> <C> <C> <C> <C>
CLASS C
Net asset value, beginning of period $16.30 $23.33 $21.12 $19.28
------ ------ ------ ------
Increase (decrease) from investment operations:
Net investment income (loss) $(0.11) $(0.18) $(0.20) $ 0.03
Net realized and unrealized gain (loss) on investments 2.92 (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 1.93%**+ 1.75%+ 1.91%+ 1.96%**+
Ratio of net investment loss to average net assets (1.36)%**+ (1.31)%+ (1.43)%+ (0.29)%**+
Portfolio turnover rate 159%** 110% 63% 75%
Net assets, end of period (in thousands) $2,787 $1,460 $ 752 $ 379
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.90%** 1.74% 1.87% 1.93%**
Net investment loss (1.33)%** (1.30)% (1.39)% (0.26)%**
</TABLE>
<TABLE>
<C> <S>
(a) The per share data presented above is based upon average
shares outstanding for the period presented.
* 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>
20 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/99
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.
Gains and losses on sales of investments are calculated on the
identified cost method for both financial reporting and federal
income tax
21
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/99 (CONTINUED)
purposes. It is the Fund's practice to first select for sale those
securities that have the highest cost and also qualify for long-term
capital gain or loss treatment for tax purposes.
B. FEDERAL INCOME TAXES
It is the Fund's policy to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies
and to distribute all of its taxable income and net realized capital
gains, if any, to its shareholders. Therefore, no federal income tax
provision is required.
The characterization of distributions to shareholders for financial
reporting purposes is determined in accordance with federal income
tax rules. Therefore, the source of the Fund's distributions may be
shown in the accompanying financial statements as either from or in
excess of net investment income or net realized gain on investment
transactions, or from paid-in capital, depending on the type of
book/tax differences that may exist.
C. FUND SHARES
The Fund records sales and repurchases of its shares on trade date.
Net losses, if any, as a result of cancellations are absorbed by
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for
the Fund and an indirect subsidiary of The Pioneer Group, Inc.
(PGI). PFD earned $31,772 in underwriting commissions on the sale of
fund shares during the six months ended March 31, 1999.
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
22
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
amount, except that Class A, Class B and Class C shares can bear
different transfer agent and distribution fees.
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 plus or minus 0.20%
based on the Fund's investment performance as compared with the Standard &
Poor's Mid Cap 400 Index. For the six months ended March 31, 1999, the
aggregate performance adjustment resulted in a reduction to the basic fee of
$828,567. The management fee was equivalent to a rate of 0.425% of average
daily net assets for the six months ended March 31, 1999.
In addition, under the management and administration agreements,
certain other services and costs, including accounting, regulatory
reporting and insurance premiums, are paid by the Fund. At March 31,
1999, $447,746 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 $104,284 in transfer agent fees
payable to PSC at March 31, 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.
23
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/99 (CONTINUED)
Included in due to affiliates is $136,573 in distribution fees payable
to PFD at March 31, 1999.
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, 1999, CDSCs in the
amount of $15,173 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, 1999, the Fund's expenses were reduced
by $59,302 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 six
months ended March 31, 1999 was $163,352. The average daily shares
outstanding during the period were 47,722,254, resulting in an average
borrowing of less than one cent per share. The related weighted average
annualized interest rate for the period was 4.52%, and the total
interest expense on such borrowings was $4,702.
24
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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 March 31, 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 March 31, 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 March 31, 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
May 5, 1999
25
<PAGE>
PIONEER MID-CAP FUND
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
<TABLE>
<S> <C>
TRUSTEES OFFICERS
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Mary K. Bush President
Richard H. Egdahl, M.D. David D. Tripple, Executive Vice
Margaret B.W. Graham President
John W. Kendrick John A. Boynton, 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
26
<PAGE>
- --------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
For information about any Pioneer mutual fund, please contact your investment
representative, or call Pioneer at 1-800-225-6292. Ask for a free fund
information kit, which includes a fund prospectus. Please read the prospectus
carefully before you invest or send money.
GROWTH FUNDS
UNITED STATES
Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer Micro-Cap Fund
Pioneer Mid-Cap Fund
Pioneer Small Company Fund
INTERNATIONAL/GLOBAL
Pioneer Emerging Markets Fund
Pioneer Europe Fund
Pioneer Gold Shares
Pioneer Indo-Asia Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
GROWTH AND INCOME FUNDS
Pioneer Fund
Pioneer II
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Real Estate Shares
INCOME FUNDS
TAXABLE
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer Short-Term Income Trust
Pioneer Strategic Income Fund
TAX-FREE
Pioneer Tax-Free Income Fund
MONEY MARKET FUND
Pioneer Cash Reserves Fund
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)
TRADITIONAL IRA
A Traditional IRA 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
Contributions, up to $2,000 a year per person in earned income, are
not tax-deductible, but earnings are tax-free for qualified
withdrawals. You can contribute beyond age 70 1/2, although there are
income limits for contributions at any age.
401(k) PLAN
The traditional 401(k) plan allows employees to make pre-tax
contributions through payroll deduction, up to $10,000 per year or 25%
of pay, whichever is less. Employers may contribute.
SIMPLE (SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES)
IRA
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>
- --------------------------------------------------------------------------------
403(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-BASED PROFIT SHARING PLAN
Like traditional profit sharing plans, employer contributions are
flexible, but age-based plans allocate contributions based on both age
and salary. Age-based 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.
29
<PAGE>
- --------------------------------------------------------------------------------
HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us
for assistance or information.
CALL US FOR:
ACCOUNT INFORMATION, including existing accounts, new
accounts, prospectuses, applications and service forms 1-800-225-6292
FACTFONE(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
RETIREMENT PLANS INFORMATION 1-800-622-0176
TELECOMMUNICATIONS DEVICE FOR THE DEAF (TDD) 1-800-225-1997
WRITE TO US:
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.
Pioneer Investment Management, Inc.
[PIONEER 60 State Street 0599 - 6380
LOGO] Boston, Massachusetts 02109 (C)PIONEER FUNDS DISTRIBUTOR, INC.
www.pioneerfunds.com [LOGO] Printed on Recycled Paper
