<PAGE>
[LOGO]
<PAGE>
[LOGO]PIONEER
INVESTMENTS-Registered Trademark-
PIONEER
MID-CAP VALUE
FUND
----------------------
ANNUAL REPORT 10/31/00
----------------------
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
--------------------------------------------------------------------------------
<S> <C>
Letter from the President 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 7
Schedule of Investments 10
Financial Statements 17
Notes to Financial Statements 24
Report of Independent Public Accountants 29
Results of Shareowner Meeting 30
Trustees, Officers and Service Providers 31
The Pioneer Family of Mutual Funds 32
Programs and Services for Pioneer Shareowners 33
Retirement Plans from Pioneer 35
</TABLE>
<PAGE>
PIONEER MID-CAP VALUE FUND
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LETTER FROM THE PRESIDENT 10/31/00
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DEAR SHAREOWNER,
--------------------------------------------------------------------------------
The year 2000, the last year of the old millenium, is ending on an historically
unsettling note. The bewildering final days of the presidential election have
come on top of a period of increased market volatility, leaving us all feeling
unsettled. We at Pioneer are convinced that the market's volatility has its
roots not in politics but in the signs of a slowing economy and in the sudden
realization by investors that some market valuations, notably technology, had
become irrational. As the new millenium unfolds we expect investors to get back
to work assessing the policies of the new administration, evaluating the
prospects for a growing economy and identifying undervalued companies.
As seasoned investors we treat periods of turmoil as periods of opportunity,
looking for the few significant facts and trends that hide well behind the
clutter of daily events. I think that you should do the same thing. This is a
good year, and a good time of year, to evaluate your retirement program
contributions, to compare a Roth IRA with a traditional IRA and to reassess your
investment allocations in light of current market conditions. A successful
investment program requires not only money, but time and planning. Your
investment professional is your best guide to making these important decisions.
AN IMPORTANT ANNOUNCEMENT FROM PIONEER
I'm very happy to report that, on October 24, 2000, Pioneer Investment
Management became a wholly owned subsidiary of UniCredito Italiano S.p.A., one
of Italy's largest and most successful banking groups. All of UniCredito's
investment operations will be combined to form Pioneer Global Asset Management
S.p.A., which will manage over $110 billion for global individual and
institutional clients. The new Pioneer Global will bring to Pioneer greater
analytical resources that complement our broad set of investment skills,
reinforcing Pioneer's tradition of fundamental investment analysis and sound
long-term portfolio management. We believe fund shareholders will benefit from
this merger.
All of us at Pioneer Investments appreciate your decision to invest with us and
look forward to helping you reach your financial goals.
Sincerely,
/s/ David Tripple
David Tripple
Pioneer Investment Management, Inc.
1
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PIONEER MID-CAP VALUE FUND
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PORTFOLIO SUMMARY 10/31/00
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PORTFOLIO DIVERSIFICATION
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[PIE CHART]
[PLOT POINTS]
<TABLE>
<S> <C>
U.S. Common Stocks 91%
Short-Term Cash Equivalents 5%
International Common Stocks 4%
</TABLE>
SECTOR DISTRIBUTION
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[PIE CHART]
[PLOT POINTS]
<TABLE>
<S> <C>
Financial 18%
Technology 18%
Consumer Cyclicals 13%
Utilities 11%
Health Care 8%
Consumer Staples 8%
Capital Goods 8%
Energy 6%
Communication Services 5%
Basic Materials 5%
</TABLE>
10 LARGEST HOLDINGS
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C>
1. NCR Corp. 5.22%
2. Imation Corp. 2.64
3. Ace Ltd. 2.06
4. HCA-The Healthcare Company 2.01
5. Venator Group Inc. 1.93
6. SunGard Data Systems, Inc. 1.86
7. AXA Financial, Inc. 1.85
8. Waste Management Inc. 1.77
9. El Paso Energy Corp. 1.64
10.Sabre Holdings, Inc. 1.62
</TABLE>
Fund holdings will vary for other periods.
2
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PIONEER MID-CAP VALUE FUND
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PERFORMANCE UPDATE 10/31/00 CLASS A SHARES
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SHARE PRICES AND DISTRIBUTIONS
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
NET ASSET VALUE
PER SHARE 10/31/00 10/31/99
$20.83 $19.90
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(10/31/99-10/31/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
- $0.933 $1.709
</TABLE>
INVESTMENT RETURNS
--------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made in
Pioneer Mid-Cap Value Fund at public offering price, compared to the growth of
the Standard & Poor's 500 Index and the Lipper Growth Funds Index.
-----------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(As of October 31, 2000)
<TABLE>
<CAPTION>
NET ASSET PUBLIC OFFERING
PERIOD VALUE PRICE*
<S> <C> <C>
10 Years 18.70% 18.00%
5 Years 10.83 9.53
1 Year 20.00 13.13
</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.
[LINE GRAPH]
[PLOT POINTS]
<TABLE>
<CAPTION>
GROWTH OF $10,000
Pioneer Mid-Cap Standard & Poor's
Value Fund 500 Index Lipper Growth Funds Index
<S> <C> <C> <C>
10/31/1990 $9,425 $10,000 $10,000
$14,548 $13,350 $14,145
10/31/1992 $16,130 $14,676 $15,249
$22,032 $16,859 $18,143
10/31/1994 $26,224 $17,514 $18,514
$31,292 $22,133 $22,953
10/31/1996 $35,396 $27,447 $26,853
$43,420 $36,261 $34,473
10/31/1998 $39,627 $44,234 $39,257
$43,599 $55,568 $50,768
10/31/2000 $52,321 $58,934 $56,863
</TABLE>
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely held
common stocks listed on the New York Stock Exchange, American Stock Exchange and
the over-the-counter market. The Lipper Growth Funds Index reflects the
performance (excluding sales charges) of mutual funds with similar portfolio
characteristics and capitalization. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in either Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
3
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PIONEER MID-CAP VALUE FUND
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PERFORMANCE UPDATE 10/31/00 CLASS B SHARES
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SHARE PRICES AND DISTRIBUTIONS
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
NET ASSET VALUE
PER SHARE 10/31/00 10/31/99
$19.85 $19.22
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(10/31/99-10/31/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
- $0.933 $1.709
</TABLE>
INVESTMENT RETURNS
--------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made in
Pioneer Mid-Cap Value Fund, compared to the growth of the Standard & Poor's 500
Index and the Lipper Growth Funds Index.
---------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(As of October 31, 2000)
<TABLE>
<CAPTION>
IF IF
PERIOD HELD REDEEMED*
<S> <C> <C>
Life-of-Fund 12.67% 12.67%
(4/4/94)
5 Years 9.97 9.83
1 Year 19.04 15.04
</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.
[LINE GRAPH]
[PLOT POINTS]
<TABLE>
<CAPTION>
GROWTH OF $10,000+
Pioneer Mid-Cap Standard & Poor's
Value Fund* 500 Index Lipper Growth Funds Index
<S> <C> <C> <C>
4/30/1994 $10,000 $10,000 $10,000
10/31/1994 $11,154 $10,632 $10,374
$12,197 $11,744 $11,099
$13,209 $13,435 $12,861
$15,520 $15,281 $14,304
10/31/1996 $14,829 $16,661 $15,046
$15,665 $19,119 $16,323
$18,047 $22,011 $19,315
$20,479 $26,957 $22,822
10/31/1998 $16,356 $26,851 $21,996
$18,664 $32,835 $27,211
$17,847 $33,732 $28,446
$19,576 $36,147 $32,934
10/31/2000 $21,246 $35,775 $31,861
</TABLE>
+ Index comparisons begin 4/30/94. The Standard & Poor's (S&P) 500 Index is an
unmanaged measure of 500 widely held common stocks listed on the New York
Stock Exchange, American Stock Exchange and the over-the-counter market. The
Lipper Growth Funds Index reflects the performance (excluding sales charges)
of mutual funds with similar portfolio characteristics and capitalization.
Index returns assume reinvestment of dividends and, unlike Fund returns, do
not reflect any fees, expenses or sales charges. You cannot invest directly
in either Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than
their original cost.
4
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/00 CLASS C SHARES
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SHARE PRICES AND DISTRIBUTIONS
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
NET ASSET VALUE
PER SHARE 10/31/00 10/31/99
$19.76 $19.16
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(10/31/99-10/31/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
- $0.933 $1.709
</TABLE>
INVESTMENT RETURNS
--------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made in
Pioneer Mid-Cap Value Fund, compared to the growth of the Standard & Poor's 500
Index and the Lipper Growth Funds Index.
---------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(As of October 31, 2000)
<TABLE>
<CAPTION>
IF IF
PERIOD HELD REDEEMED*
<S> <C> <C>
Life-of-Fund 8.83% 8.83%
(1/31/96)
1 Year 18.92 18.92
</TABLE>
---------------------------------------
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
[LINE GRAPH]
[PLOT POINTS]
<TABLE>
<CAPTION>
GROWTH OF $10,000
Pioneer Mid-Cap Standard & Poor's
Value Fund* 500 Index Lipper Growth Funds Index
<S> <C> <C> <C>
1/31/1996 $10,000 $10,000 $10,000
$10,931 $10,340 $10,460
$10,054 $10,173 $9,971
10/31/1996 $10,449 $11,274 $11,003
$11,359 $12,631 $12,074
$11,045 $12,937 $11,936
$12,833 $15,473 $14,336
10/31/1997 $12,721 $14,894 $14,124
$12,619 $16,030 $14,792
$14,433 $18,241 $16,689
$13,055 $18,456 $16,801
10/31/1998 $11,527 $18,169 $16,085
$12,088 $21,230 $19,255
$13,144 $22,218 $19,898
$13,669 $22,177 $20,152
10/31/1999 $12,567 $22,825 $20,801
$12,941 $23,419 $22,778
$13,780 $24,459 $24,083
$13,727 $24,164 $23,755
10/31/2000 $14,945 $24,207 $23,298
</TABLE>
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely held
common stocks listed on the New York Stock Exchange, American Stock Exchange and
the over-the-counter market. The Lipper Growth Funds Index reflects the
performance (excluding sales charges) of mutual funds with similar portfolio
characteristics and capitalization. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in either Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
5
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/00 CLASS Y SHARES
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SHARE PRICES AND DISTRIBUTIONS
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
NET ASSET VALUE
PER SHARE 10/31/00 10/31/99
$20.94 $19.91
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(10/31/99-10/31/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
- $0.933 $1.709
</TABLE>
INVESTMENT RETURNS
--------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made in
Pioneer Mid-Cap Value Fund, compared to the growth of the Standard & Poor's 500
Index and the Lipper Growth Funds Index.
---------------------------------------
AVERAGE ANNUAL TOTAL RETURNS*
(As of October 31, 2000)
<TABLE>
<CAPTION>
IF IF
PERIOD HELD REDEEMED
<S> <C> <C>
Life-of-Fund 4.34% 4.34%
(7/2/98)
1 Year 20.56 20.56
</TABLE>
---------------------------------------
* Assumes reinvestment of distributions.
[LINE GRAPH]
[PLOT POINTS]
<TABLE>
<CAPTION>
GROWTH OF $10,000+
Pioneer Mid-Cap Standard & Poor's
Value Fund* 500 Index Lipper Growth Funds Index
<S> <C> <C> <C>
7/31/1998 $10,000 $10,000 $10,000
10/31/1998 $8,861 $9,844 $9,574
$9,328 $11,503 $11,461
$10,179 $12,038 $11,843
$10,617 $12,016 $11,995
10/31/1999 $9,795 $12,367 $12,381
$10,123 $12,689 $13,558
$10,817 $13,252 $14,335
$10,817 $13,093 $14,139
10/31/2000 $11,809 $13,116 $13,867
</TABLE>
+ Index comparisons begin 7/31/98. The Standard & Poor's (S&P) 500 Index is an
unmanaged measure of 500 widely held common stocks listed on the New York
Stock Exchange, American Stock Exchange and the over-the-counter market. The
Lipper Growth Funds Index reflects the performance (excluding sales charges)
of mutual funds with similar portfolio characteristics and capitalization.
Index returns assume reinvestment of dividends and, unlike Fund returns, do
not reflect any fees, expenses or sales charges. You cannot invest directly
in either Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than
their original cost.
6
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PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 10/31/00
--------------------------------------------------------------------------------
Mid-cap value stocks performed better than the overall stock market during the
year ended October 31, 2000. In the following discussion, Rod Wright, portfolio
manager of Pioneer Mid-Cap Value Fund, provides an update on the Fund, the
economic environment and investment strategies that influenced performance
during the fiscal year.
Q: HOW DID THE FUND PERFORM?
A: For the year ended October 31, 2000, the Fund's Class A shares returned
20.00%, (Class B 19.04% and Class C 18.92%), all at net asset value. During
the same 12-month period, the Standard & Poor's 500 Index returned 6.06%,
while the return of the average fund in Lipper's Mid-Cap Value category was
21.63%. (Lipper, Inc. is an independent firm that tracks mutual fund
performance.)
Q: WHAT FACTORS INFLUENCED FUND PERFORMANCE?
A: In a generally favorable environment for mid-cap value stocks, the Fund's
investments in health care, energy, utilities and financial stocks worked
particularly well. Technology stocks tended to hold back performance, as they
were the most volatile part of the equity market during the period. However,
the Fund was not overly exposed to this sector with only about an 18%
weighting compared to 24% for the S&P MidCap 400 Index. Technology stocks
actually were the performance leaders early in the fiscal year, but fell into
a severe correction starting in the second quarter of 2000. Since then, most
other segments of the mid-cap market performed very well. Mid-caps
outperformed the general equity market, as represented by the S&P 500 Index,
and technology stocks, as represented by the Nasdaq Composite Index, returned
13.59% during the 12 months.
7
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PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 10/31/00 (CONTINUED)
--------------------------------------------------------------------------------
Q: WHAT TYPES OF INVESTMENTS CONTRIBUTED TO THE FUND'S PERFORMANCE?
A: Health care performed very well, led by hospital management companies such as
HEALTH MANAGEMENT ASSOCIATES and HCA. We overweighted energy stocks, which
were helped by rising oil prices. However, later in the period, we reduced
many of our energy positions when we had the opportunity to capture gains
from higher stock valuations. Among the Fund's successful investments were
Anadarko and APACHE, two exploration and production companies. We have sold
our position in Anadarko and substantially reduced our Apache holdings.
Deepwater drilling companies also were strong over the year with R&B FALCON
and OCEAN ENERGY benefiting from this trend.
Utilities and financials, two sectors that had been out of favor, also
contributed to Fund performance. Deregulation has affected utilities for
several years, and these stocks were out of fashion until investors started
to worry about the risks in technology and began looking for more stable
earnings. Among our best-performing investments were DPL, INC. and RELIANT
ENERGY, INC., a diversified company involved in gas and energy distribution.
Financial stocks started to see improved performance late in the spring of
2000. Among our investments in this sector were TCF FINANCIAL CORP., a
Minnesota-based bank, and WASHINGTON MUTUAL, a major savings and loan. We
also captured some of the growth in the property-and-casualty insurance
industry. ACE and XL CAPITAL, two Bermuda-based re-insurance companies, were
particularly successful investments that benefited from the strength of the
property-and-casualty industry.
8
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PIONEER MID-CAP VALUE FUND
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--------------------------------------------------------------------------------
Q: WERE THERE ANY DISAPPOINTMENTS?
A: We would have liked to have owned more utilities, energy and financial
stocks, and fewer technology stocks. However, we weren't hurt as much by the
corrections in the technology industry as some other funds because we were
not overweighted in the sector. About half of our technology holdings were
value oriented, turnaround companies whose stocks were trading at attractive
prices. We also believed that, because of their prices, these stocks were
less vulnerable to trends in the Nasdaq, and more likely to move because of
company-specific events. We were disappointed in several of our retail
holdings, notably Kmart and Office Max. Kmart, which the Fund no longer owns,
had difficulty competing against companies such as Walmart and Target. Office
Max, which has also been sold, was hurt by heavy competition and losses in
its computer sales.
Q: WHAT IS YOUR OUTLOOK FOR MID-CAP VALUE STOCKS?
A: I remain bullish. We continue to find quality companies with excellent
fundamentals that we can buy at reasonable stock valuations. We think there
are a growing number of investment opportunities in the mid-cap value part of
the market with the potential to reward investors handsomely.
9
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK - 95.0%
BASIC MATERIALS - 4.4%
ALUMINUM - 0.8%
375,000 Alcoa, Inc. $ 10,757,812
-------------
CHEMICALS - 1.0%
350,000 IMC Global Inc. $ 4,528,125
275,000 Rohm & Hass Co. 8,267,188
-------------
$ 12,795,313
-------------
CHEMICALS (SPECIALTY) - 1.1%
1,000,000 Wellman, Inc. $ 15,000,000
-------------
PAPER & FOREST PRODUCTS - 1.5%
350,000 Bowater, Inc. $ 18,943,750
-------------
TOTAL BASIC MATERIALS $ 57,496,875
-------------
CAPITAL GOODS - 7.6%
AEROSPACE/DEFENSE - 1.1%
200,000 General Dynamics Corp. $ 14,312,500
-------------
ELECTRICAL EQUIPMENT - 1.5%
175,000 Molex, Inc. $ 9,450,000
225,000 SCI Systems, Inc. * 9,675,000
-------------
$ 19,125,000
-------------
MACHINERY (DIVERSIFIED) - 1.7%
175,000 Deere & Co. $ 6,442,188
700,000 Kaydon Corp. 15,356,250
-------------
$ 21,798,438
-------------
MANUFACTURING (SPECIALIZED) - 0.5%
150,000 Sealed Air Corp. * $ 7,218,750
-------------
METAL FABRICATORS - 1.1%
700,000 Brush Engineered Materials Inc. $ 14,306,250
-------------
WASTE MANAGEMENT - 1.7%
1,100,000 Waste Management Inc. $ 22,000,000
-------------
TOTAL CAPITAL GOODS $ 98,760,938
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMUNICATION SERVICES - 4.9%
TELEPHONE - 4.9%
250,000 Alltel Corp. $ 16,109,375
550,000 BroadWing Inc. * 15,537,500
350,000 Century Telephone Enterprises, Inc. 13,475,000
200,000 McLeodUSA Inc. * 3,850,000
140,000 Telephone and Data Systems, Inc. 14,770,000
-------------
TOTAL COMMUNICATION SERVICES $ 63,741,875
-------------
CONSUMER CYCLICALS - 12.3%
AUTO PARTS & EQUIPMENTS - 1.0%
200,000 ITT Industries Inc. $ 6,512,500
225,000 Lear Corp. * 6,131,250
-------------
$ 12,643,750
-------------
HOUSEHOLD FURNISHINGS & APPLIANCES - 0.8%
350,000 Ethan Allen Interiors, Inc. $ 10,237,500
-------------
LEISURE TIME (PRODUCTS) - 1.5%
1,500,000 Mattel, Inc. $ 19,406,250
-------------
PUBLISHING - 0.4%
525,000 PRIMEDIA Inc. * $ 5,939,063
-------------
RETAIL (COMPUTERS & ELECTRONICS) - 0.5%
100,000 Radioshack Corp. $ 5,962,500
-------------
RETAIL (DISCOUNTERS) - 1.0%
700,000 Family Dollar Stores, Inc. $ 13,606,250
-------------
RETAIL (SPECIALTY) - 3.1%
650,000 Borders Group, Inc. * $ 9,018,750
930,000 Cole National Corp. + 6,858,750
1,695,400 Venator Group Inc. * 23,947,525
-------------
$ 39,825,025
-------------
RETAIL (SPECIALTY - APPAREL) - 0.5%
200,000 Anntaylor Stores Corp. * $ 6,000,000
-------------
SERVICES (COMMERCIAL & CONSUMER) - 2.9%
575,000 Regis Corp. $ 8,696,875
400,000 IMS Health Inc. 9,450,000
600,000 Sabre Group Holdings, Inc. 20,062,500
-------------
$ 38,209,375
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/00 (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
TEXTILES (APPAREL) - 0.6%
300,000 Jones Apparel Group, Inc. * $ 8,343,750
-------------
TOTAL CONSUMER CYCLICALS $ 160,173,463
-------------
CONSUMER STAPLES - 7.8%
BROADCASTING (CABLE/TELEVISION/RADIO) - 1.5%
100,000 Cablevision Systems Corp. * $ 7,450,000
600,000 USA Networks Inc. * 12,150,000
-------------
$ 19,600,000
-------------
ENTERTAINMENT - 1.5%
350,000 Viacom, Inc. (Class B) ( Non-voting) * $ 19,906,250
-------------
FOODS - 1.2%
200,000 Hershey Foods Corp. $ 10,862,500
175,000 Ralston Purina Group 4,243,750
-------------
$ 15,106,250
-------------
RESTAURANTS - 1.2%
1,207,600 Lone Star Steakhouse & Saloon, Inc. $ 10,189,125
200,000 Tricon Global Restaurants, Inc. * 6,000,000
-------------
$ 16,189,125
-------------
RETAIL STORES (FOOD CHAIN) - 0.6%
350,000 Kroger Co.* $ 7,896,875
-------------
SERVICE (EMPLOYMENT) - 0.5%
1,650,000 Modis Professional Services Inc. * $ 6,806,250
-------------
SPECIALTY PRINTING - 1.3%
1,168,900 John H. Harland Co. $ 16,218,488
-------------
TOTAL CONSUMER STAPLES $ 101,723,238
-------------
ENERGY - 5.9%
OIL (DOMESTIC INTEGRATED) - 0.7%
375,000 Conoco, Inc. $ 9,679,688
-------------
OIL & GAS (DRILLING & EQUIPMENT) - 2.4%
800,000 R&B Falcon Corp. * $ 20,000,000
300,000 Weatherford International Inc. * 10,950,000
-------------
$ 30,950,000
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
12
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
OIL & GAS (PRODUCTION/EXPLORATION) - 2.2%
100,000 Apache Corp. $ 5,531,250
325,000 Burlington Resources, Inc. 11,700,000
800,000 Ocean Energy Inc. * 11,100,000
-------------
$ 28,331,250
-------------
OIL & GAS (REFINING & MARKETING) - 0.6%
300,000 Tosco Corp. $ 8,587,500
-------------
TOTAL ENERGY $ 77,548,438
-------------
FINANCIALS - 17.5%
BANKS (MAJOR REGIONAL) - 0.2%
50,000 Comerica, Inc. $ 3,015,625
-------------
BANKS (REGIONAL) - 2.9%
325,000 Marshall & Ilsley Corp. $ 14,726,562
425,000 North Fork Bancorporation, Inc. 8,579,688
350,000 TCF Financial Corp. 14,153,125
-------------
$ 37,459,375
-------------
CONSUMER FINANCE - 1.9%
425,000 Countrywide Credit Industries, Inc. $ 15,910,938
125,000 The PMI Group, Inc. 9,234,375
-------------
$ 25,145,313
-------------
FINANCIAL (DIVERSIFIED) - 2.8%
425,000 AXA Financial, Inc. $ 22,976,563
225,000 John Hancock Financial Services, Inc. * 7,115,625
300,000 IndyMac Bancorp, Inc. 6,262,500
-------------
$ 36,354,688
-------------
INSURANCE (HEALTH/LIFE) - 0.5%
100,000 Jefferson - Pilot Corp. $ 6,875,000
-------------
INSURANCE (MULTI-LINE) - 0.6%
150,000 Nationwide Financial Services, Inc. $ 7,293,750
-------------
INSURANCE (PROPERTY/CASUALTY) - 5.2%
650,000 Ace Ltd. $ 25,512,500
250,000 Allmerica Financial Corp. 15,765,625
250,000 XLCapital Ltd. 19,218,750
125,000 PartnerRe Ltd. 6,812,500
-------------
$ 67,309,375
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
13
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/00 (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
INVESTMENT BANKING/BROKERAGE - 2.0%
125,000 Bear Stearns Companies Inc. $ 7,578,123
775,000 E*Trade Group, Inc. * 11,285,938
175,000 Stilwell Financial, Inc. * 7,842,188
-------------
$ 26,706,249
-------------
SAVING & LOANS COMPANIES - 1.4%
325,000 Charter One Financial Inc. $ 7,454,688
250,000 Washington Mutual, Inc. 11,000,000
-------------
$ 18,454,688
-------------
TOTAL FINANCIAL $ 228,614,063
-------------
HEALTHCARE - 7.9%
HEALTHCARE (DRUGS - GENERIC & OTHERS) - 0.9%
400,000 Mylan Laboratories Inc. $ 11,200,000
-------------
HEALTHCARE (HOSPITAL MANAGEMENT) - 4.6%
625,000 HCA - The Healthcare Company $ 24,960,936
575,000 Health Management Associates, Inc. * 11,392,188
225,000 Lincare Holdings Inc. * 9,464,063
125,000 Wellpoint Health Networks Inc. * 14,617,188
-------------
$ 60,434,375
-------------
HEALTHCARE (MEDICAL PRODUCTS/SUPPLIES) - 2.4%
300,000 Bausch & Lomb, Inc. $ 11,568,750
100,000 St. Jude Medical, Inc. * 5,500,000
600,000 Sybron International Corp. * 14,850,000
-------------
$ 31,918,750
-------------
TOTAL HEALTHCARE $ 103,553,125
-------------
TECHNOLOGY - 16.8%
COMMUNICATIONS EQUIPMENT - 1.0%
400,000 Harris Corp. $ 12,675,000
-------------
COMPUTER (HARDWARE) - 5.4%
100,000 Gateway 2000 Inc. * $ 5,161,000
1,500,000 NCR Corp. * 64,687,500
-------------
$ 69,848,500
-------------
COMPUTER (NETWORKING) - 1.8%
375,000 Cabletron Systems, Inc. * $ 10,171,875
1,300,000 Storage Technology Corp. * 12,675,000
-------------
$ 22,846,875
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
14
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMPUTER (SOFTWARE & SERVICES) - 2.2%
100,000 Peregrine Systems, Inc. * $ 2,400,000
125,000 RSA Security Inc. * 7,250,000
200,000 Synopsys, Inc. * 6,975,000
325,000 Symantec Corp. * 12,695,313
--------------
$ 29,320,313
--------------
EQUIPMENT (SEMICONDUCTOR) - 0.4%
275,000 Lam Research Corp. * $ 5,328,125
--------------
PHOTOGRAPHY/IMAGING - 2.5%
1,650,000 Imation Corp. * $ 32,690,625
--------------
SERVICES (COMPUTER SYSTEMS) - 2.2%
550,000 Keane, Inc. * $ 7,150,000
450,000 SunGard Data Systems, Inc. * 23,006,250
--------------
$ 30,156,250
--------------
SERVICES (DATA PROCESSING) - 1.3%
475,000 Equifax Inc. $ 16,387,500
--------------
TOTAL TECHNOLOGY $ 219,253,188
--------------
UTILITIES - 9.9%
ELECTRIC COMPANIES - 7.2%
300,000 Allegheny Energy, Inc. $ 12,281,250
450,000 Citizens Utilities Co. (Class B) * 6,525,000
525,000 CMS Energy Corp. 14,175,000
100,000 Constellation Energy Group 4,168,750
425,000 DPL, Inc. 12,059,375
200,000 DQE, Inc. 6,987,500
300,000 DTE Energy Co. 10,837,500
175,000 Kansas City Power & Light Co. 4,210,938
350,000 NSTAR 13,540,625
175,000 Reliant Energy, Inc. 7,229,688
76,300 Southern Energy, Inc. * 2,079,174
--------------
$ 94,094,800
--------------
NATURAL GAS - 2.7%
325,000 El Paso Energy Corp. $ 20,373,435
416,000 KeySpan Energy Corp. 14,638,000
--------------
$ 35,011,435
--------------
TOTAL UTILITIES $ 129,106,235
--------------
TOTAL COMMON STOCK
(Cost $1,098,303,606) $1,239,971,438
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
15
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/00 (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
<S> <C> <C>
TEMPORARY CASH INVESTMENTS - 5.0%
COMMERCIAL PAPER - 5.0%
$38,840,000 American Express Corp., 6.58%, 11/2/00 $ 38,840,000
26,283,000 Travelers Aetna Co., 6.51%, 11/3/00 26,283,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $65,123,000) $ 65,123,000
--------------
TOTAL INVESTMENT IN SECURITIES AND
TEMPORARY CASH INVESTMENTS - 100%
(Cost $1,163,426,606)(a)(b) $1,305,094,438
==============
</TABLE>
* Non-income producing security.
+ Investment held by the fund representing 5% or more of the outstanding voting
stock of such company.
(a)At October 31, 2000, the net unrealized gain on investments based on cost
for federal income tax purposes of $1,167,522,626 was as follows:
<TABLE>
<CAPTION>
<S> <C>
Aggregate gross unrealized gain for all investments in
which there is an excess of value over tax cost $ 233,134,418
Aggregate gross unrealized loss for all investments in
which there is an excess of tax cost over value (95,562,606)
-------------
Net unrealized gain $ 137,571,812
=============
</TABLE>
(b)Purchases and sales of securities (excluding temporary cash investments) for
the year ended October 31, 2000, aggregated $941,101,450 and 1,402,985,997,
respectively.
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
BALANCE SHEET 10/31/00
--------------------------------------------------------------------------------
<TABLE>
ASSETS:
<S> <C>
Investment in securities, at value (including temporary cash
investments of $65,123,000) (cost $1,163,426,606) $1,305,094,438
Cash 12,011
Receivables -
Investment securities sold 21,356,924
Fund shares sold 988,485
Dividends and interest 902,400
Other 59,600
--------------
Total assets $1,328,413,858
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 15,583,653
Fund shares repurchased 1,448,616
Due to affiliates 1,441,356
Accrued expenses 185,245
--------------
Total liabilities $ 18,658,870
--------------
NET ASSETS:
Paid-in capital $1,054,215,645
Accumulated undistributed net realized gain on investments 113,871,511
Net unrealized gain on investments 141,667,832
--------------
Total net assets $1,309,754,988
==============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $945,582,804/45,393,713 shares) $ 20.83
==============
Class B (based on $336,300,867/16,946,292 shares) $ 19.85
==============
Class C (based on $24,495,479/1,239,667 shares) $ 19.76
==============
Class Y (based on $3,375,838/161,197 shares) $ 20.94
==============
MAXIMUM OFFERING PRICE:
Class A $ 22.10
==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
FOR THE YEAR ENDED 10/31/00
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends $16,722,403
Interest 2,673,330
-----------
Total investment income $ 19,395,733
------------
EXPENSES:
Management fees
Basic fee $ 9,186,761
Performance Adjustment (1,394,959)
Transfer agent fees
Class A 2,635,781
Class B 1,098,699
Class C 107,035
Class Y 569
Distribution fees
Class A 2,486,173
Class B 3,641,885
Class C 273,459
Administrative fees 242,481
Custodian fees 124,183
Registration fees 105,598
Professional fees 44,728
Printing 134,015
Fees and expenses of nonaffiliated trustees 41,207
Miscellaneous 19,377
-----------
Total expenses $ 18,746,992
Less fees paid indirectly (289,226)
------------
Net expenses $ 18,457,766
------------
Net investment income $ 937,967
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $112,047,965
Change in net unrealized gain on investments 134,302,249
------------
Net gain on investments $246,350,214
------------
Net increase in net assets resulting from operations $247,288,181
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
FOR THE YEARS ENDED 10/31/00 AND 10/31/99
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FROM OPERATIONS: 10/31/00 10/31/99
<S> <C> <C>
Net investment income $ 937,967 $ 2,489,727
Net realized gain on investments 112,047,965 201,617,649
Change in net unrealized gain (loss) on investments 134,302,249 (29,027,037)
-------------- --------------
Net increase in net assets resulting from operations $ 247,288,181 $ 175,080,339
-------------- --------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.00 and $0.02 per share, respectively) $ - $ (1,273,056)
Class Y ($0.00 and $0.14 per share, respectively) - (27,357)
Net realized gain:
Class A ($2.64 and $0.92 per share, respectively) (140,424,250) (61,159,129)
Class B ($2.64 and $0.92 per share, respectively) (56,102,637) (27,238,926)
Class C ($2.64 and $0.92 per share, respectively) (4,312,421) (2,416,140)
Class Y ($2.64 and $0.92 per share, respectively) (523,675) (184,005)
-------------- --------------
Total distributions to shareowners $ (201,362,983) $ (92,298,613)
-------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 227,659,223 $ 361,192,810
Reinvestment of distributions 176,883,593 81,257,270
Cost of shares repurchased (656,741,041) (945,632,719)
-------------- --------------
Net decrease in net assets resulting from fund
share transactions $ (252,198,225) $ (503,182,639)
-------------- --------------
Net decrease in net assets $ (206,273,027) $ (420,400,913)
NET ASSETS:
Beginning of year 1,516,028,015 1,936,428,928
-------------- --------------
End of year (including accumulated undistributed
net investment income of $0 and $4,104,990,
respectively) $1,309,754,988 $1,516,028,015
============== ==============
<CAPTION>
CLASS A '00 SHARES '00 AMOUNT '99 SHARES '99 AMOUNT
<S> <C> <C> <C> <C>
Shares sold 8,474,512 $161,016,644 13,114,186 $ 265,492,035
Reinvestment of distributions 7,094,649 127,987,560 3,185,587 57,882,157
Less shares repurchased (23,817,198) (450,115,630) (31,430,432) (625,536,208)
----------- ------------- ------------- -------------
Net decrease (8,248,037) $(161,111,426) (15,130,659) $(302,162,016)
=========== ============= ============= =============
CLASS B
Shares sold 3,178,671 $ 57,786,895 3,959,590 $ 77,745,833
Reinvestment of distributions 2,642,581 45,743,083 1,230,800 21,748,246
Less shares repurchased (10,322,035) (185,658,540) (14,742,822) (281,730,159)
----------- ------------- ------------- -------------
Net decrease (4,500,783) $(82,128,562) (9,552,432) $(182,236,080)
=========== ============= ============= =============
CLASS C
Shares sold 458,115 $ 8,281,129 872,665 $ 17,052,108
Reinvestment of distributions 152,333 2,629,275 80,289 1,415,505
Less shares repurchased (1,060,387) (19,141,108) (1,959,308) (37,039,840)
----------- ------------- ------------- -------------
Net decrease (449,939) $ (8,230,704) (1,006,354) $ (18,572,227)
=========== ============= ============= =============
CLASS Y
Shares sold 30,474 $ 574,555 44,268 $ 902,834
Reinvestment of distributions 28,996 523,675 11,671 211,362
Less shares repurchased (97,931) (1,825,763) (65,741) (1,326,512)
----------- ------------- ------------- -------------
Net decrease (38,461) $ (727,533) (9,802) $ (212,316)
=========== ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
10/31/00 10/31/99 10/31/98 10/31/97 10/31/96
<S> <C> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of year $ 19.90 $ 19.02 $ 23.23 $ 19.85 $ 19.42
---------- ---------- ---------- ---------- ----------
Increase (decrease) from investment operations:
Net investment income $ 0.11 $ 0.12 $ 0.08 $ 0.15 $ 0.08
Net realized and unrealized gain (loss) on investments 3.46 1.70 (1.94) 4.17 2.31
---------- ---------- ---------- ---------- ----------
Net increase (decrease) from investment operations $ 3.57 $ 1.82 $ (1.86) $ 4.32 $ 2.39
Distributions to shareowners:
Net investment income - (0.02) (0.10) (0.06) (0.09)
Net realized gain (2.64) (0.92) (2.25) (0.88) (1.87)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net asset value $ 0.93 $ 0.88 $ (4.21) $ 3.38 $ 0.43
---------- ---------- ---------- ---------- ----------
Net asset value, end of year $ 20.83 $ 19.90 $ 19.02 $ 23.23 $ 19.85
========== ========== ========== ========== ==========
Total return* 20.00% 10.02% (8.74)% 22.67% 13.12%
Ratio of net expenses to average net assets+ 1.13% 1.18% 1.08% 1.00% 1.02%
Ratio of net investment income to average net assets+ 0.27% 0.37% 0.33% 0.64% 0.43%
Portfolio turnover rate 70% 75% 61% 63% 37%
Net assets, end of year (in thousands) $ 945,583 $1,067,562 $1,308,335 $1,591,655 $1,299,611
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.11% 1.16% 1.07% 0.98% 1.00%
Net investment income 0.29% 0.39% 0.34% 0.66% 0.45%
</TABLE>
* Assumes initial investment at net asset value at the beginning of each year,
reinvestment of all 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.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
10/31/00 10/31/99 10/31/98 10/31/97 10/31/96
<S> <C> <C> <C> <C> <C>
CLASS B
Net asset value, beginning of year $ 19.22 $ 18.52 $ 22.73 $ 19.53 $ 19.20
-------- -------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.20) $ (0.18) $ (0.10) $ (0.02) $ (0.04)
Net realized and unrealized gain (loss) on investments 3.47 1.80 (1.86) 4.10 2.26
-------- -------- -------- -------- --------
Net increase (decrease) from investment operations $ 3.27 $ 1.62 $ (1.96) $ 4.08 $ 2.22
Distributions to shareowners:
Net investment income - - - - (0.02)
Net realized gain (2.64) (0.92) (2.25) (0.88) (1.87)
-------- -------- -------- -------- --------
Net increase (decrease) in net asset value $ 0.63 $ 0.70 $ (4.21) $ 3.20 $ 0.33
-------- -------- -------- -------- --------
Net asset value, end of year $ 19.85 $ 19.22 $ 18.52 $ 22.73 $ 19.53
======== ======== ======== ======== ========
Total return* 19.04% 9.17% (9.42)% 21.70% 12.27%
Ratio of net expenses to average net assets+ 1.91% 2.00% 1.85% 1.76% 1.79%
Ratio of net investment loss to average net assets+ (0.52)% (0.44)% (0.43)% (0.12)% (0.35)%
Portfolio turnover rate 70% 75% 61% 63% 37%
Net assets, end of year (in thousands) $336,301 $412,116 $574,259 $745,258 $589,188
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.90% 1.99% 1.84% 1.75% 1.78%
Net investment loss (0.51)% (0.43)% (0.42)% (0.11)% (0.34)%
</TABLE>
* Assumes initial investment at net asset value at the beginning of each year,
reinvestment of all 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.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1/31/96
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED TO
10/31/00 10/31/99 10/31/98 10/31/97(a) 10/31/96
<S> <C> <C> <C> <C> <C>
CLASS C
Net asset value, beginning of period $ 19.16 $ 18.49 $ 22.69 $ 19.53 $ 18.69
------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.26) $ (0.21) $ (0.09) $ (0.03) $ (0.02)
Net realized and unrealized gain (loss) on investments 3.50 1.80 (1.86) 4.11 0.86
------- ------- ------- ------- -------
Net increase (decrease) from investment operations $ 3.24 $ 1.59 $ (1.95) $ 4.08 $ 0.84
Distributions to shareowners:
Net investment income - - - (0.04) -
Net realized gain (2.64) (0.92) (2.25) (0.88) -
------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ 0.60 $ 0.67 $ (4.20) $ 3.16 $ 0.84
------- ------- ------- ------- -------
Net asset value, end of period $ 19.76 $ 19.16 $ 18.49 $ 22.69 $ 19.53
======= ======= ======= ======= =======
Total return* 18.92% 9.02% (9.38)% 21.74% 4.50%
Ratio of net expenses to average net assets+ 2.01% 2.09% 1.84% 1.75% 1.79%**
Ratio of net investment loss to average net assets+ (0.61)% (0.52)% (0.43)% (0.15)% (0.39)%**
Portfolio turnover rate 70% 75% 61% 63% 37%
Net assets, end of period (in thousands) $24,495 $32,373 $49,842 $60,211 $27,202
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.98% 2.07% 1.83% 1.73% 1.74%**
Net investment loss (0.58)% (0.50)% (0.42)% (0.13)% (0.34)%**
</TABLE>
(a)The per share data presented above is based upon the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all 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.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
22
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 10/31/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED 7/2/98 TO
10/31/00 10/31/99 10/31/98
<S> <C> <C> <C>
CLASS Y
Net asset value, beginning of period $19.91 $19.06 $23.00
------ ------ ------
Increase (decrease) from investment operations:
Net investment income $ 0.20 $ 0.19 $ 0.04
Net realized and unrealized gain (loss) on investments 3.47 1.72 (3.98)
------ ------ ------
Net Increase (Decrease) From Investment Operations $ 3.67 $ 1.91 $(3.94)
Distributions to shareowners:
Net investment income $ - $(0.14)$ -
Net realized gain (2.64) (0.92) -
------ ------ ------
Net increase (decrease) in net asset value $ 1.03 $ 0.85 $(3.94)
------ ------ ------
Net asset value, end of period $20.94 $19.91 $19.06
====== ====== ======
Total return* 20.56% 10.54% (17.13)%
Ratio of net expenses to average net assets+ 0.63% 0.66% 0.79%**
Ratio of net investment income to average net assets+ 0.77% 0.88% 0.68%**
Portfolio turnover rate 70% 75% 61%
Net assets, end of period (in thousands) $3,376 $3,976 $3,993
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.61% 0.65% 0.78%**
Net investment income 0.79% 0.89% 0.69%**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption
of the investment at net asset value at the end of each period.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
23
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/00
--------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Pioneer Mid-Cap Value Fund (the Fund), formerly Pioneer Capital Growth 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 appreciation by investing in a diversified
portfolio of securities consisting primarily of common stocks.
The Fund offers four classes of shares - Class A, Class B, Class C and Class Y
shares. Each class of shares represents an interest in the same portfolio of
investments of the Fund and has equal rights to voting, redemptions, dividends
and liquidation, except that the level of transfer agent and distribution fees
may differ among classes. Class A, Class B and Class C shareowners has exclusive
voting rights with respect to the distribution plan for each class. There is no
distribution plan for Class Y shares.
The Fund's financial statements have been prepared in conformity with accounting
principles generally accepted in the United States 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 as of 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 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,
including interest on income bearing cash accounts, is recorded on the
accrual basis. Temporary cash investments are valued at amortized cost.
24
<PAGE>
PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income 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
shareowners. Therefore, no federal income tax provision is required.
The characterization of distributions to shareowners for financial reporting
purposes is determined in accordance with federal income tax rules.
Therefore, the source of the Fund's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
paid-in capital, depending on the type of book/tax differences that may
exist.
At October 31, 2000, the Fund reclassified $5,042,957 from accumulated
undistributed net investment income to accumulated undistributed net realized
gain on investments. 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 $96,362,546 as a capital gain dividend for purposes
of the dividend paid deduction.
C. FUND SHARES
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the Fund
and a wholly owned subsidiary of UniCredito Italiano S.p.A. (UniCredito
Italiano), earned $181,342 in underwriting commissions on the sale of fund
shares during the year ended October 31, 2000.
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. Class Y shares are not subject to a distribution plan.
Shareowners 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 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
25
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PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/00 (CONTINUED)
--------------------------------------------------------------------------------
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 shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund, if any, with respect to each class of shares
are calculated in the same manner, at the same time, on the same day and in
the same amount, except that Class A, Class B, Class C, and Class Y 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 UniCredito
Italiano. PIM receives a basic fee that is calculated at the annual rate of
0.70% of the Fund's average daily net assets up to $500 million; 0.65% of the
next $500 million, and 0.625% of the excess over $1 billion. Effective May 1,
1999, the basic fee became subject to a performance adjustment up to a maximum
of +/- 0.10% based on the Fund's investment performance as compared with the
Lipper Growth Funds Index. The performance comparison is made for a rolling
36-month period. For the year ended October 31, 2000, the aggregate performance
adjustment resulted in a decrease to the basic fee of $1,394,959. The management
fee was equivalent to 0.56% of average daily net assets for the period.
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. As of October 31, 2000, $644,793 was payable to
PIM related to management fees, administrative fees and certain other services.
3. TRANSFER AGENT
PSC, a wholly owned subsidiary of UniCredito Italiano, provides substantially
all transfer agent and shareowner services to the Fund at negotiated rates.
Included in due to affiliates is $301,677 in transfer agent fees payable to PSC
at October 31, 2000.
4. DISTRIBUTION PLANS
The Fund adopted Plans of Distribution with respect to Class A, Class B and
Class C 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
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PIONEER MID-CAP VALUE FUND
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0.25% of the average daily net assets attributable to Class A shares in
reimbursement of its actual expenditures to finance activities primarily
intended to result in the sale of Class A shares. 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 $494,886 in distribution fees
payable to PFD at October 31, 2000.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on certain net asset value purchases of Class A shares that are redeemed
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 4.00%, 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 October 31, 2000,
CDSCs in the amount of $1,687,677 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 October 31, 2000, the Fund's expenses were reduced by $289,226 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 October
31, 2000 was $4,194. The average daily shares outstanding
27
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PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/00 (CONTINUED)
--------------------------------------------------------------------------------
during the period were 73,826,723 resulting in an average borrowing of less than
one cent per share. The related weighted average annualized interest rate for
the period was 6.56% and the total interest expense on such borrowings was $280.
7. AFFILIATED COMPANIES
The Fund may invest in smaller capitalized company securities that tend to be
more sensitive to changes in earnings expectations and have lower trading
volumes than mid to large capitalized company securities, and as a result, they
may experience more abrupt and erratic price movements. The Fund's investment in
these smaller capitalized companies may exceed 5% of the outstanding voting
stock. Such companies are deemed affiliates of the Fund for financial reporting
purposes. The following summarizes transactions with affiliates of the Fund as
of October 31, 2000:
--------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIVIDEND
AFFILIATES PURCHASES SALES INCOME VALUE
<S> <C> <C> <C> <C>
Cole National Corp. $209,576 $ - $8,900 $6,858,750
</TABLE>
--------------------------------------------------------------------------
28
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PIONEER MID-CAP VALUE FUND
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
TO THE SHAREOWNERS AND THE BOARD OF TRUSTEES OF PIONEER MID-CAP VALUE FUND:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer Mid-Cap Value Fund as of October 31, 2000, 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 auditing standards generally accepted
in the United States. 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 October 31, 2000, 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 Value Fund as of October 31, 2000, the results of its
operations, the changes in its net assets, and the financial highlights for the
periods presented, in conformity with accounting principles generally accepted
in the United States.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 5, 2000
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PIONEER MID-CAP VALUE FUND
--------------------------------------------------------------------------------
RESULTS OF SHAREHOLDER MEETING
--------------------------------------------------------------------------------
On September 11, 2000, Pioneer Mid-Cap Value Fund held a special meeting of
shareowners to approve a new management contract between the Fund and Pioneer
Investment Management, Inc. ("Pioneer"), the Fund's investment adviser.
Shareowners also voted to elect trustees. Both proposals passed by shareowner
vote. The new management contract took effect when UniCredito Italiano S.p.A.
completed its acquisition of The Pioneer Group, Inc. on October 24, 2000. Here
are the detailed results of the votes.
PROPOSAL 1 -- TO APPROVE A NEW MANAGEMENT CONTRACT.
<TABLE>
<CAPTION>
AFFIRMATIVE AGAINST ABSTAIN
<S> <C> <C>
44,385,321.607 1,662,748.863 1,611,493.155
</TABLE>
PROPOSAL 2 -- TO ELECT TRUSTEES.
<TABLE>
<CAPTION>
NOMINEE AFFIRMATIVE WITHHELD
<S> <C> <C>
M.K. Bush 46,166,324.959 1,493,238.666
J.F. Cogan, Jr. 46,174,066.707 1,485,496.918
Dr. R. H. Egdahl 46,191,212.634 1,468,350.991
M.B.W. Graham 46,217,824.635 1,441,738.990
M.A. Piret 46,240,053.155 1,419,510.470
D.D. Tripple 46,214,702.874 1,444,860.751
S.K. West 46,173,355.265 1,486,208.360
J. Winthrop 46,250,472.031 1,409,091.594
</TABLE>
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PIONEER MID-CAP VALUE FUND
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TRUSTEES, OFFICERS AND SERVICE PROVIDERS
--------------------------------------------------------------------------------
TRUSTEES
John F. Cogan, Jr., Chairman
Mary K. Bush
Richard H. Egdahl, M.D.
Margaret B.W. Graham
Marguerite A. Piret
David D. Tripple
Stephen K. West
John Winthrop
OFFICERS
John F. Cogan, Jr., President
David D. Tripple, Executive Vice President
Vincent Nave, Treasurer
Joseph P. Barri, Secretary
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
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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 Growth Shares
Pioneer Micro-Cap Fund
Pioneer Mid-Cap Fund
Pioneer Mid-Cap Value Fund
Pioneer Science & Technology Fund
Pioneer Small Company Fund
Pioneer Tax-Managed Fund
INTERNATIONAL/GLOBAL
Pioneer Emerging Markets Fund
Pioneer Europe Fund
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 High Yield Fund
Pioneer Limited Maturity Bond Fund
Pioneer Strategic Income Fund
TAX-FREE
Pioneer Tax-Free Income Fund
MONEY MARKET FUND
Pioneer Cash Reserves Fund*
* An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks
to preserve the value of your investment at $1 per share, it is possible to
lose money by investing in the Fund.
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PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
--------------------------------------------------------------------------------
Your investment professional can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-800-225-6292.
FACTFONE-SM-
Our automated account information service, available to you 24 hours a day,
seven days a week. FactFone gives you a quick and easy way to check fund share
prices, yields, dividends and distributions, as well as information about your
own account. Simply call 1-800-225-4321. For specific account information, have
your 13-digit account number and four-digit personal identification number at
hand.
90-DAY REINSTATEMENT PRIVILEGE (FOR CLASS A SHARES)
Enables you to reinvest all or a portion of the money you redeem from your
Pioneer account - without paying a sales charge - within 90 days of your
redemption. You have the choice of investing in any Pioneer fund, as long as you
meet its minimum investment requirement.
INVESTOMATIC PLAN
An easy and convenient way for you to invest on a regular basis. All you need to
do is authorize a set amount of money to be moved out of your bank account into
the Pioneer fund of your choice. Investomatic also allows you to change the
dollar amount, frequency and investment date right over the phone. By putting
aside affordable amounts of money regularly, you can build a long-term
investment - without sacrificing your current standard of living.
PAYROLL INVESTMENT PROGRAM (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All that's
involved is for your employer to fill out an authorization form allowing Pioneer
to deduct from participating employees' paychecks. You specify the dollar amount
you want to invest into the Pioneer fund(s) of your choice.
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AUTOMATIC EXCHANGE PROGRAM
A simple way to move money from one Pioneer fund to another over a period of
time. Just invest a lump sum in one fund, and select the other Pioneer funds you
wish to invest in. You choose the amounts and dates for Pioneer to sell shares
of your original fund and use the proceeds to buy shares of the other funds you
have chosen. Over time, your investment will be shifted out of the original
fund. (Automatic Exchange is available for originating accounts with a balance
of $5,000 or more.)
DIRECTED DIVIDENDS
Lets you invest cash DIVIDENDS from one Pioneer fund to an account in another
Pioneer fund with no sales charge or fee. Simply fill out the applicable
information on a Pioneer Account Options Form. (This program is available for
dividend payments only; capital gains distributions are not eligible at this
time.)
DIRECT DEPOSIT
Lets you move money into your bank account using electronic funds transfer
(EFT). EFT moves your money faster than you would receive a check, eliminates
unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer
Direct Deposit Form, giving your instructions.
SYSTEMATIC WITHDRAWAL PLAN (SWP)
Lets you establish automatic withdrawals from your account at set intervals. You
decide the frequency and the day of the month you want. Pioneer will send the
proceeds by check to the address you designate, or electronically to your bank
account. You also can authorize Pioneer to make the redemptions payable to
someone else. (SWPs are available for accounts with a value of $10,000 or more.)
34
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RETIREMENT PLANS FROM PIONEER
--------------------------------------------------------------------------------
Pioneer has a long history of helping people work toward their retirement goals,
offering plans suited to the individual investor and businesses of all sizes.
For more information on Pioneer retirement plans, contact your investment
professional, or call Pioneer at 1-800-622-0176.
INDIVIDUAL RETIREMENT ACCOUNT (IRA)
An IRA is a tax-favored account that allows anyone under age 701/2 with earned
income to contribute up to $2,000 annually. Spouses may contribute up to $2,000
annually into a separate IRA, for a total of $4,000 per year for a married
couple. Earnings are tax-deferred, and contributions may be tax-deductible.
ROTH IRA
The Roth IRA came about as part of the Taxpayer Relief Act of 1997 and became
available to investors in 1998. Contributions, up to $2,000 a year, are not
tax-deductible, but earnings are tax-free for qualified withdrawals.
401(k) PLAN
The traditional 401(k) plan allows employees to make pre-tax contributions
through payroll deduction, up to $10,500 per year or 25% of pay, whichever is
less. Employers may contribute.
SIMPLE (SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES) - IRA PLAN
Businesses with 100 or fewer eligible employees can establish the plan; it
resembles the traditional 401(k), but has no 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.
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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 certain other
tax-exempt organizations. A 403(b) plan lets employees set aside a portion of
their salary, before taxes, through payroll deduction.
SIMPLIFIED EMPLOYEE PENSION PLAN (SEP)
SEPs let self-employed people and small-business owners make tax-deductible
contributions of up to 15% of their income. Generally, employers must contribute
the same percentage of pay for themselves and any eligible employees;
contributions are made directly to employees' IRAs. SEPs are easy to administer
and can be an especially good choice for firms with few or no employees.
PROFIT SHARING PLAN
Profit sharing plans offer companies considerable flexibility, allowing them to
decide each year whether a contribution will be made and how much, up to 15% of
each participant's pay. These plans can include provisions for loans and vesting
schedules.
AGE-WEIGHTED PROFIT SHARING PLAN
Like traditional profit sharing plans, employer contributions are flexible, but
age-weighted plans allocate contributions based on both age and salary.
Age-weighted plans are designed for employers who want to maximize their own
contributions while keeping contributions to employees affordable.
MONEY PURCHASE PENSION PLAN (MPP)
Money purchase plans are similar to profit sharing plans, but allow for higher
annual contributions - up to 25% of pay. MPPs aren't as flexible as profit
sharing plans; a fixed percentage of pay must be contributed each year,
determined when the plan is established. Businesses often set up both MPPs and
profit sharing plans.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
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THIS PAGE FOR YOUR NOTES.
37
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HOW TO CONTACT PIONEER
--------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
CALL US FOR:
ACCOUNT INFORMATION, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FACTFONE-SM- for automated fund yields, prices,
account information and transactions 1-800-225-4321
RETIREMENT PLANS INFORMATION 1-800-622-0176
TELECOMMUNICATIONS DEVICE FOR THE DEAF (TDD) 1-800-225-1997
WRITE TO US:
Pioneering Services Corporation
60 State Street
Boston, Massachusetts 02109
OUR TOLL-FREE FAX 1-800-225-4240
OUR INTERNET E-MAIL ADDRESS [email protected]
(for general questions about Pioneer only)
VISIT OUR WEB SITE: www.pioneerfunds.com
THIS REPORT MUST BE PRECEDED OR ACCOMPANIED BY A CURRENT FUND PROSPECTUS.
[LOGO]PIONEER
INVESTMENTS-Registered Trademark-
PIONEER INVESTMENT MANAGEMENT, INC.
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
WWW.PIONEERFUNDS.COM
9443-00-1200
-C-PIONEER FUNDS DISTRIBUTOR, INC.
[LOGO]PRINTED ON RECYCLED PAPER
