<PAGE>
[PIONEER LOGO]
PIONEER
MID-CAP
FUND
-------------------------
ANNUAL REPORT 9/30/00
-------------------------
<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 17
Notes to Financial Statements 23
Report of Independent Public Accountants 28
Results of Shareowner Meeting 29
Trustees, Officers and Service Providers 30
The Pioneer Family of Mutual Funds 31
Programs and Services for Pioneer Shareowners 32
Retirement Plans from Pioneer 34
</TABLE>
<PAGE>
PIONEER MID-CAP FUND
-----------------------------------------------------------------------------
LETTER FROM THE CHAIRMAN 9/30/00
-----------------------------------------------------------------------------
DEAR SHAREOWNER,
-----------------------------------------------------------------------------
By the time you read this report, we will all know how the financial
markets responded to this year's election. Market reactions to presidential
elections are often short-lived; after digesting the outcome, investors
return to thinking about the factors that influence their portfolios: the
economic outlook, the impact of higher interest rates and selecting the
right investments.
In addition to squeezing corporate profits, higher interest rates cause
consumers to postpone or reduce nonessential purchases. The cumulative
weight of these individual decisions and today's high energy prices can
already be seen in spotty retail activity and lower sales of new cars and
homes. As a result, the economy will probably back off from its
extraordinary recent growth pace to lower, more sustainable levels.
Now could be a perfect time to straighten up your financial house. Some of
the steps you can take include contributing as much as you can to your
company's retirement programs, deciding whether a Roth or Traditional IRA
might be a better choice in your circumstances, and reassessing your
investments in the light of changing markets. 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 Group, Inc. was
acquired by UniCredito Italiano S.p.A. Based in Milan, UniCredito is one of
Italy's largest banking groups, with assets under management of over $150
billion. As part of UniCredito, Pioneer will have access to greater
resources and enjoy expanded global asset management expertise with
multi-national operations and a significant presence in eight countries.
Pioneer's tradition of fundamental investment analysis that has been the
hallmark of our success will continue and be strengthened. We are very
pleased to be joining an organization with the reputation and breadth of
UniCredito. Its flourishing investment management business will be combined
with Pioneer's U.S. and European investment operations to form a truly
world class investment asset management company.
Sincerely,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
PORTFOLIO SUMMARY 9/30/00
--------------------------------------------------------------------------------
PORTFOLIO DIVERSIFICATION
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
<TABLE>
<S> <C>
U.S. Common Stocks 90
Short-Term Cash Equivalents 6
International Common Stocks 3
Depositary Receipts for International Stocks 1
</TABLE>
SECTOR DISTRIBUTION
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C>
Technology 42
Healthcare 15
Capital Goods 11
Consumer Cyclicals 7
Utilities 7
Financial 6
Energy 6
Communication Services 3
Consumer Staples 2
Other 1
</TABLE>
10 LARGEST HOLDINGS
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C> <C> <C>
1. Ciena Corp. 2.75% 6. Millennium Pharmaceuticals, Inc. 2.31%
2. Vitesse Semiconductor Corp. 2.65 7. Forest Laboratories Inc. 1.92
3. Calpine Corp. 2.63 8. Veeco Instruments Inc. 1.78
4. Rational Software Corp. 2.59 9. Genentech, Inc. 1.73
5. Dynegy Inc. 2.39 10. Plexus Corp. 1.64
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
PERFORMANCE UPDATE 9/30/00 CLASS A SHARES
--------------------------------------------------------------------------------
SHARE PRICES AND DISTRIBUTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/00 9/30/99
<S> <C> <C> <C>
$23.15 $18.08
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/99 - 9/30/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- $1.492 $1.595
</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 September 30, 2000)
<TABLE>
<CAPTION>
NET ASSET PUBLIC OFFERING
PERIOD VALUE PRICE*
<S> <C> <C>
10 Years 16.31 15.62
5 Years 14.63 13.28
1 Year 49.93 41.33
</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.
GROWTH OF $10,000
<TABLE>
<CAPTION>
STANDARD & POOR'S MIDCAP 400
PIONEER MID-CAP FUND* INDEX
--------------------- ----------------------------
<S> <C> <C>
9/90 9425.00 10000.00
12799.00 15032.00
9/92 14726.00 16903.00
18086.00 20965.00
9/94 18560.00 21301.00
21573.00 26789.00
9/96 23431.00 30536.00
28435.00 42475.00
9/98 23913.00 39796.00
28478.00 49943.00
9/00 42697.00 71590.00
</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 9/30/00 CLASS B SHARES
--------------------------------------------------------------------------------
SHARE PRICES AND DISTRIBUTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/00 9/30/99
<S> <C> <C> <C>
$21.68 $17.24
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/99 - 9/30/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- $1.492 $1.595
</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 September 30, 2000)
<TABLE>
<CAPTION>
IF
PERIOD IF HELD REDEEMED*
<S> <C> <C>
Life-of-Fund
(2/1/96) 14.93% 14.67%
1 Year 48.51% 44.51%
</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>
STANDARD & POOR'S MIDCAP 400
PIONEER MID-CAP FUND* INDEX
--------------------- ----------------------------
<S> <C> <C>
2/96 10000.00 10000.00
10254.00 10120.00
10355.00 10411.00
9/96 10765.00 10714.00
11174.00 11362.00
9956.00 11194.00
11079.00 12843.00
9/97 12904.00 14903.00
11809.00 15027.00
14050.00 16682.00
13761.00 16325.00
9/98 10728.00 13963.00
12868.00 17899.00
12641.00 16758.00
13249.00 19128.00
9/99 12634.00 17523.00
16668.00 20535.00
19282.00 23140.00
17845.00 22395.00
9/00 18563.00 25118.00
</TABLE>
+ Index comparison begins 2/29/96. The Standard & Poor's MidCap 400 Index is an
unmanaged measure of 400 domestic stocks chosen for market size (average
capitalization is $2.1 billion), liquidity and group representation. Index
returns are calculated monthly, assume reinvestment of dividends and, unlike
Fund returns, do not reflect any fees, expenses or sales charges. You cannot
invest directly in the Index.
Past performance does not guarantee future results. Return and share price
fluctuate, and your shares, when redeemed, may be worth more or less than
their original cost.
4
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
PERFORMANCE UPDATE 9/30/00 CLASS C SHARES
--------------------------------------------------------------------------------
SHARE PRICES AND DISTRIBUTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 9/30/00 9/30/99
<S> <C> <C> <C>
$22.32 $17.66
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/99 - 9/30/00) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- $1.492 $1.595
</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 RETURNS
(As of September 30, 2000)
<TABLE>
<CAPTION>
IF IF
PERIOD HELD REDEEMED*
<S> <C> <C>
Life-of-Fund
(2/1/96) 15.36% 15.36%
1 Year 48.61 48.61
</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>
STANDARD & POOR'S MIDCAP 400
PIONEER MID-CAP FUND* INDEX
--------------------- ----------------------------
<S> <C> <C>
2/96 10000.00 10000.00
10254.00 10120.00
10381.00 10411.00
9/96 10795.00 10714.00
11198.00 11362.00
9982.00 11194.00
11215.00 12843.00
9/97 13069.00 14903.00
11971.00 15027.00
14240.00 16682.00
13953.00 16325.00
9/98 10877.00 13963.00
13052.00 17899.00
12848.00 16758.00
13474.00 19128.00
9/99 12848.00 17523.00
16963.00 20535.00
19640.00 23140.00
18143.00 22395.00
9/00 19093.00 25118.00
</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 9/30/00
--------------------------------------------------------------------------------
Pioneer Mid-Cap Fund took advantage of strength among mid-cap stocks to deliver
strong performance during the fiscal year that ended on September 30. In the
following pages, Portfolio Manager Eric J. Weigel reviews the market background
and explains the strategies that produced these positive results.
Q. A LOT HAS BEEN WRITTEN ABOUT THE STRONG PERFORMANCE OF MID-CAP STOCKS THIS
YEAR. DID THE FUND KEEP UP?
A. We did more than keep up. For the 12 months ending September 30, 2000, the
Fund (Class A shares at net asset value) outperformed its benchmark,
Standard & Poor's MidCap 400 Index, by nearly seven percentage points; the
Class A shares total return was 49.93% compared to 43.22% for the Index.
Class B and C shares also did better than the benchmark, with returns of
48.51% and 48.61%, respectively.
However, the Fund lagged the 12-month average return of 53.43% for the 414
funds in the Lipper Multi-cap Growth funds category. (Lipper is an
independent firm that tracks mutual fund performance.)
Q. OVER THE YEAR, YOU HAVE CUT BACK TECHNOLOGY SOMEWHAT AND BEGUN TO EMPHASIZE
OTHER SECTORS. CAN YOU EXPLAIN WHY?
A. Since March, technology stocks of all sizes have been under selling
pressure. First, the biotech sector was shaken when President Clinton and
Britain's Prime Minister Blair declared that the fruits of the landmark
human genome project ought to be public, not commercial, property. Later,
analysts began to question the high valuations on technology stocks
generally, as interest rates and energy costs continued to rise and cast
doubt on earnings projections. Investors began moving away from overextended
growth stocks toward mid-cap issues that measured up more favorably on
traditional yardsticks such as price/earnings ratios. Lowered sales
projections for personal computers are another factor in the technology
slump, affecting computer manufacturers as well as makers of semiconductors,
hard drives and a range of other components.
Given all the shifts in technology, we have become more price conscious than
many of our peer funds, a conservative approach that we feel cuts risk in
times of market turbulence. Reducing the Fund's technology exposure is
partly a decision to escape excess volatility, and partly because we are
finding stocks with attractive growth prospects in sectors where prices
aren't so extended and questions about earnings are fewer.
6
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Q. WHICH SECTORS HAVE AFFECTED PERFORMANCE?
A. Energy was the best-performing mid-cap sector this summer and although
prices have risen sharply, we think they will continue to climb, especially
if the upcoming winter is very cold. Energy now represents more than 5% of
the portfolio, with Ocean Energy, Pioneer Natural Resources and Murphy Oil
among our larger holdings.
Our utilities holdings also have done well as we expanded exposure to this
sector from 2.5% a year ago to around 6.5% now. We added Dynergy, Calpine
and Montana Power, all of which are positioned to benefit from rising energy
prices and demand for power. Enron, which we have held longer, is another
well-positioned power producer.
Q. TECHNOLOGY IS STILL YOUR LARGEST SECTOR, AT NEARLY 40% OF THE PORTFOLIO. HOW
HAS THIS EXPOSURE AFFECTED RESULTS?
A. The Fund's technology holdings boosted its performance, although the sector
has been extremely volatile lately. Under the broad technology heading, we
have had positive results in the semiconductor and semiconductor capital
equipment sectors. The Fund also benefited from holdings of contract
manufacturers, companies that build electronic devices under contract to
others. Sanmina, Plexus and SCI Systems are examples. One of our most
successful selections was Power-One, which makes backup power supplies for
computers and networks.
Weakness in telecommunication services hurt performance, however. Cell phone
sales have fallen off, profit margins are tighter and there is more
competition throughout the industry. Nevertheless, we think the telecom
sector has good recovery prospects.
Q. WHAT ABOUT BIOTECH?
A. Biotech is the technology side of healthcare. As noted earlier, the sector
was weak for much of the period. But Millennium Pharmaceuticals and Biogen
were successful choices. Overall, results were mixed in the healthcare
sector.
Q. THERE'S EVIDENCE THAT THE ECONOMY IS SLOWING. WHAT EFFECT HAS THAT HAD ON
THE FUND?
A. The prospect of a slowing economy is one reason for the market's recent
weakness. In particular, concern that consumers will keep their money in
7
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 9/30/00 (CONTINUED)
--------------------------------------------------------------------------------
their pockets this holiday season has affected stocks of many consumer goods
manufacturers. The Fund benefited from its underweighted positions (relative
to the benchmark) in consumer staples and financial companies.
Q. AGAINST THIS BACKGROUND, WHAT IS YOUR OUTLOOK FOR MID-CAP STOCKS?
A. Despite months of volatile markets, we are very positive about the outlook
for mid-sized companies. Mid-cap earnings growth rates now exceed those of
small-capitalization companies and are catching up to the rates of large-
capitalization stocks. Mid-caps have been adept at developing new
technologies and have a history of being acquired by larger corporations,
although we can't guarantee these trends will continue.
Of course, along with their prospects for higher returns, mid-cap stocks may
also be subject to greater short-term price fluctuations than securities of
large companies.
8
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMMON STOCKS - 94.2%
BASIC MATERIAL - 1.0%
CHEMICALS (SPECIALTY) - 0.4%
130,000 Cytec Industries, Inc.* $ 4,346,875
--------------
PAPER & FOREST PRODUCTS - 0.6%
145,000 Bowater, Inc $ 6,733,438
--------------
TOTAL BASIC MATERIAL $ 11,080,313
--------------
CAPITAL GOODS - 10.3%
ELECTRICAL EQUIPMENT - 8.1%
35,000 Active Power, Inc.* $ 2,170,000
200,000 American Power Conversion Corp.* 3,837,500
250,000 Kemper Corp.* 6,906,250
250,000 Plexus Corp.* 17,625,000
225,000 Power-One, Inc.* 13,616,015
170,000 Sanmina Corp.* 15,916,250
200,000 Symbol Technologies, Inc 7,187,500
400,000 SCI Systems, Inc.* 16,400,000
290,625 Vishay Intertechnology, Inc.* 8,936,719
--------------
$ 92,595,234
--------------
MACHINERY (DIVERSIFIED) - 0.7%
150,000 APW Ltd.* $ 7,312,500
--------------
MANUFACTURING (SPECIALIZED) - 1.5%
300,000 Jabil Circuit Inc.* $ 17,025,000
--------------
TOTAL CAPITAL GOODS $ 116,932,734
--------------
COMMUNICATION SERVICES - 2.6%
CELLULARE/WIRELESS - 1.8%
240,000 Powerwave Technologies Inc.* $ 9,112,500
65,000 Voicestream Wireless Corp.* 7,544,063
125,000 Western Wireless Corp.* 4,453,125
--------------
$ 21,109,688
--------------
TELEPHONE - 0.8%
150,000 Qwest Communications International Inc.* $ 7,209,375
84,900 Williams Communications Group* 1,698,000
--------------
$ 8,907,375
--------------
TOTAL COMMUNICATION SERVICES $ 30,017,063
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/00 (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
CONSUMER CYCLICALS - 6.7%
RETAIL (COMPUTER & ELECTRONICS) - 0.8%
140,000 Best Buy Co., Inc.* $ 8,907,500
--------------
RETAIL (DISCOUNTERS) - 1.4%
225,000 Dollar Tree Stores Inc.* $ 9,126,563
375,000 Family Dollar Stores, Inc. 7,218,750
--------------
$ 16,345,313
--------------
RETAIL (GENERAL MERCHANDISE) - 0.5%
170,000 BJ's Wholesale Club, Inc.* $ 5,801,250
--------------
RETAIL (HOME SHOPPING) - 0.3%
600,000 Network Commerce Inc.* $ 3,356,250
--------------
RETAIL (SPECIALTY) - 1.1%
280,000 Bed Bath & Beyond, Inc.* $ 6,829,375
155,000 Williams-Sonoma, Inc.* 5,386,250
--------------
$ 12,215,625
--------------
SERVICES (ADVERTISING/MARKETING) - 1.2%
125,000 DoubleClick Inc.* $ 4,000,000
120,000 TMP Worldwide Inc.* 9,660,000
--------------
$ 13,660,000
--------------
SERVICES (COMMERCIAL & CONSUMER) - 0.9%
100,000 Apollo Group Inc.* $ 3,987,500
125,000 Convergys Corp.* 4,859,374
141,500 Exult Inc.* 1,954,469
--------------
$ 10,801,343
--------------
TEXTILES (APPAREL) - 0.5%
200,000 Jones Apparel Group, Inc.* $ 5,300,000
--------------
TOTAL CONSUMER CYCLICALS $ 76,387,281
--------------
CONSUMER STAPLES - 2.2%
BROADCASTING (CABLE/TELEVISION/RADIO) - 1.1%
100,000 Hispanic Broadcasting Corp.* $ 2,787,500
270,000 Univision Communications Inc.* 10,091,250
--------------
$ 12,878,750
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
RESTAURANTS - 1.1%
225,000 Brinker International Inc.* $ 6,778,125
125,000 Starbucks Corp.* 5,007,813
--------------
$ 11,785,938
--------------
TOTAL CONSUMER STAPLES $ 24,664,688
--------------
ENERGY - 5.1%
OIL & GAS (PRODUCTION/EXPLORATION) - 2.1%
100,000 Murphy Oil Corp. $ 6,481,250
500,000 Ocean Energy Inc.* 7,718,750
400,000 Pioneer Natural Resources Co. 5,675,000
200,000 Suncor Energy Inc. 4,425,000
--------------
$ 24,300,000
--------------
OIL & GAS (REFINING & MARKETING) - 0.4%
150,000 Tosco Corp. $ 4,678,125
--------------
OIL & GAS (DRILLING & EQUIPMENT) - 2.1%
200,000 ENSCO International, Inc. $ 7,650,000
125,000 Nabors Industries, Inc.* 6,550,000
75,000 Tidewater, Inc. 3,412,500
325,000 Varco International Inc.* 6,764,063
--------------
$ 24,376,563
--------------
OIL (DOMESTIC INTEGRATED) - 0.5%
225,000 Conoco, Inc. $ 5,878,125
--------------
TOTAL ENERGY $ 59,232,813
--------------
FINANCIALS - 5.5%
INSURANCE (PROPERTY/CASUALTY) - 1.4%
140,000 Allmerica Financial Corp. $ 8,951,250
100,000 Exel Ltd. 7,350,000
--------------
$ 16,301,250
--------------
BANKS (REGIONAL) - 1.6%
90,000 Marshall & Ilsley Corp. $ 4,511,250
400,000 North Fork Bancorporation, Inc. 8,650,000
125,000 TCF Financial Corp. 4,703,125
--------------
$ 17,864,375
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/00 (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
INVESTMENT BANKING/BROKERAGE - 2.5%
150,000 Edwards (A.G.), Inc. $ 7,846,875
150,000 Legg Mason Inc. 8,718,750
180,000 Stilwell Financial Corp. 7,830,000
250,000 TD Waterhouse Group, Inc.* 4,656,250
--------------
$ 29,051,875
--------------
TOTAL FINANCIALS $ 63,217,500
--------------
HEALTHCARE - 14.4%
BIOTECHNOLOGY - 9.2%
155,000 Biogen Inc.* $ 9,455,000
225,000 Chiron Corp.* 10,125,000
100,000 Genentech, Inc.* 18,568,750
125,000 Genzyme Corp* 8,523,437
75,000 Gilead Sciences, Inc.* 8,226,563
150,000 Incyte Genomics Inc.* 6,168,750
75,000 Invitrogen Corp.* 5,334,375
180,000 MedImmune Inc.* 13,905,000
170,000 Millennium Pharmaceuticals, Inc.* 24,830,625
--------------
$ 105,137,500
--------------
HEALTHCARE (DIVERSIFIED) - 2.3%
75,000 Allergan, Inc. $ 6,332,813
50,000 Biovail Corp International* 4,071,875
200,000 Elan Corp. Plc (A.D.R.)* 10,950,000
150,000 Lincare Holdings Inc.* 4,303,125
--------------
$ 25,657,813
--------------
HEALTHCARE (DRUGS/GENERIC & OTHER) - 1.1%
100,000 Sepracor, Inc.* $ 12,268,750
--------------
HEALTHCARE (DRUG/MAJOR PHARMACEUTICALS) - 1.8%
180,000 Forest Laboratories Inc.* $ 20,643,750
--------------
TOTAL HEALTHCARE $ 163,707,813
--------------
TECHNOLOGY - 39.5%
COMPUTERS (NETWORKING) - 0.6%
220,000 Radware Ltd.* $ 6,600,000
--------------
ELECTRONICS (COMPONENT DISTRIBUTORS) - 1.1%
150,000 Flextronics International Ltd.* $ 12,318,750
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
12
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMMUNICATIONS EQUIPMENT - 4.8%
330,000 ADC Telecommunications, Inc.* $ 8,873,906
240,000 Ciena Corp.* 29,475,000
250,000 Harmonic, Inc.* 6,000,000
75,000 ITXC Corp.* 1,096,875
150,000 RF Micro Devices Inc.* 4,706,250
150,000 Terayon Communications Systems, Inc.* 5,090,625
--------------
$ 55,242,656
--------------
COMPUTERS (PERIPHERALS) - 2.3%
60,000 EMC Corp.* $ 5,947,500
345,000 Genuity Inc.* 2,253,281
60,000 Lycos, Inc.* 4,125,938
670,000 Quantum Corp.* 10,091,875
150,000 Xircom Inc.* 3,787,500
--------------
$ 26,206,094
--------------
COMPUTERS (SOFTWARE & SERVICES) - 8.8%
300,000 Cadence Design System Inc.* $ 7,706,250
130,000 Entrust Technologies Inc.* 3,591,250
120,000 Electronic Arts, Inc.* 5,925,000
50,000 Inktomi Corp.* 5,700,000
225,000 Intuit, Inc.* 12,825,000
380,000 Legato Systems, Inc.* 5,106,250
400,000 Mail.com Inc.* 2,087,500
175,000 Network Associates, Inc.* 3,959,375
100,000 Peregrine Systems, Inc.* 1,893,750
400,000 Rational Software Corp.* 27,750,000
130,000 Synopsys, Inc.* 4,923,750
225,000 Sybase Inc.* 5,175,000
75,000 Symantec Corp.* 3,300,000
203,000 Wind River Systems, Inc.* 9,731,313
--------------
$ 99,674,438
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
13
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/00 (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
ELECTRONICS (SEMICONDUCTORS) - 15.2%
200,000 Adaptec, Inc.* $ 4,000,000
200,000 Altera Corp.* 9,550,000
250,000 Anadigics Inc.* 5,531,250
900,000 Atmel Corp.* 13,668,750
265,000 Cypress Semiconductor Corp.* 11,014,063
120,000 Integrated Device Tech Inc.* 10,860,000
250,000 Kopin Corp.* 4,500,000
80,000 Linear Technology Corp. 5,180,000
165,000 Microchip Technology, Inc.* 5,455,313
100,000 Maxim Integrated Products* 8,043,750
100,000 Nvidia Corp.* 8,187,500
150,000 Qlogic Corp.* 13,200,000
110,000 Sawtech Inc.* 4,236,719
100,000 Semtech Corp.* 4,312,500
85,000 Sandisk Corp.* 5,673,750
150,000 Triquint Semiconductor Inc.* 5,465,622
320,000 Vitesse Semiconductor Corp.* 28,460,000
150,000 Waters Corp.* 13,350,000
150,000 Xilinx, Inc.* 12,843,750
--------------
$ 173,532,967
--------------
ELECTRONICS (DEFENSE) - 0.3%
100,000 General Motors Corp. (Class H) $ 3,718,000
--------------
EQUIPMENT (SEMICONDUCTOR) - 4.7%
75,000 Brooks Automation Inc.* $ 2,484,375
60,000 Emcore Corp.* 2,494,688
180,000 KLA-Tencor Corp.* 7,413,750
350,000 Lam Research Corp.* 7,328,125
180,000 Novellus Systems, Inc.* 8,381,250
100,000 PRI Automation Inc.* 1,825,000
120,000 Teradyne Inc.* 4,200,000
180,000 Veeco Instruments Inc.* 19,127,812
--------------
$ 53,255,000
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
14
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
SERVICES (DATA PROCESSING) - 1.7%
95,000 DST Systems Inc.* $ 11,162,500
145,000 Fiserv, Inc.* 8,681,875
--------------
$ 19,844,375
--------------
TOTAL TECHNOLOGY $ 450,392,280
--------------
TRANSPORTATION - 0.3%
AIR FREIGHT - 0.3%
130,000 CNF Transportation Inc. $ 2,892,500
--------------
TOTAL TRANSPORTATION $ 2,892,500
--------------
UTILITIES - 6.6%
ELECTRIC COMPANIES - 0.5%
172,500 Montana Power Co. $ 5,757,187
--------------
NATURAL GAS - 3.4%
450,000 Dynegy Inc.+ $ 25,650,000
150,000 Enron Corp. 13,143,750
--------------
$ 38,793,750
--------------
POWER PRODUCERS (INDEPENDENT) - 2.7%
270,000 Calpine Corp.* $ 28,181,250
67,400 Southern Energy, Inc.* 2,114,675
--------------
$ 30,295,925
--------------
TOTAL UTILITIES $ 74,846,862
--------------
TOTAL COMMON STOCKS
(Cost $751,485,012) $1,073,371,847
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
15
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/00 (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
<C> <S> <C>
TEMPORARY CASH INVESTMENTS - 5.8%
COMMERCIAL PAPER -- 5.8%
$18,234,000 Citicorp, Inc., 6.55%, 10/2/00 $ 18,234,000
$26,164,000 Exxon Project, 6.55%, 10/3/00 $ 26,164,000
$21,330,000 Ford Motor Credit Corp., 6.57%, 10/4/00 $ 21,330,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $65,728,000) $ 65,728,000
--------------
TOTAL INVESTMENTS IN SECURITIES AND
TEMPORARY CASH INVESTMENTS - 100%
(Cost $817,213,012)(a) $1,139,099,847
--------------
</TABLE>
* Non-income producing security.
+ A portion of this investment has been pledged to cover margin
requirements for futures contracts outstanding at September 30, 2000.
(a) At September 30, 2000, the net unrealized gain on investments based on
cost for federal income tax purposes of $818,298,241 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments
in which there is an excess of value over cost $394,739,351
Aggregate gross unrealized loss for all investments
in which there is an excess of cost over value (73,937,745)
------------
Net unrealized gain $320,801,606
------------
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for
the year ended September 30, 2000, aggregated $774,864,613 and $789,882,217,
respectively.
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
BALANCE SHEET 9/30/00
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary
cash investment of $65,728,000) (cost $817,213,012) $1,139,099,847
Cash 3,128,638
Receivables -
Investment securities sold 14,778,418
Fund shares sold 4,536,916
Dividends and interest 107,513
Other 29,889
--------------
Total assets $1,161,681,221
--------------
LIABILITIES:
Payables -
Investments purchased $ 12,216,895
Fund shares repurchased 8,604,359
Variation margin 367,500
Due to affiliates 857,924
Accrued expenses 96,539
Other 74,959
--------------
Total liabilities $ 22,218,176
--------------
NET ASSETS:
Paid-in capital $ 667,400,002
Accumulated undistributed net realized gain on
investments and futures contracts 151,038,083
Net unrealized gain on investments 321,886,835
Net unrealized loss on futures contracts (861,875)
--------------
Total net assets $1,139,463,045
--------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,054,081,380/45,523,037 shares) $ 23.15
--------------
Class B (based on $73,967,939/3,411,974 shares) $ 21.68
--------------
Class C (based on $11,413,726/511,359 shares) $ 22.32
--------------
MAXIMUM OFFERING PRICE:
Class A $ 24.56
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
FOR THE YEAR ENDED 9/30/00
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of
$8,460) $ 1,804,050
Interest 3,859,187
------------
Total investment income $ 5,663,237
------------
EXPENSES:
Management fees
Basic fee $ 6,367,346
Performance adjustment (1,518,186)
Transfer agent fees
Class A 1,222,716
Class B 146,561
Class C 25,724
Distribution fees
Class A 2,011,953
Class B 451,813
Class C 71,139
Administrative 199,963
Custodian fees 89,417
Professional 45,092
Registration fees 64,721
Printing 44,486
Fees and expenses of nonaffiliated trustees 44,238
Miscellaneous 16,186
------------
Total expenses $ 9,283,169
Less fees paid indirectly (211,175)
------------
Net expenses $ 9,071,994
------------
Net investment loss $ (3,408,757)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES
CONTRACTS:
Net realized gain from:
Investments $154,397,959
Futures contracts 5,885,852 $160,283,811
------------
------------
Change in net unrealized gain or loss from:
Investments $208,789,465
Futures contracts (330,275) $208,459,190
------------ ------------
Net gain on investments and futures
contracts $368,743,001
------------
Net increase in net assets resulting from
operations $365,334,244
------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
FOR THE YEARS ENDED 9/30/00 AND 9/30/99
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/00 9/30/99
<S> <C> <C>
FROM OPERATIONS:
Net investment loss $ (3,408,757) $ (2,157,525)
Net realized gain on investments and futures contracts 160,283,811 137,848,938
Change in net unrealized gain on investments and futures
contracts 208,459,190 10,279,849
-------------- -------------
Net increase in net assets resulting from
operations $ 365,334,244 $ 145,971,262
-------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain:
Class A ($3.09 and $1.45 per share, respectively) $ (124,379,954) $ (66,006,774)
Class B ($3.09 and $1.45 per share, respectively) (2,553,584) (845,625)
Class C ($3.09 and $1.45 per share, respectively) (546,124) (198,399)
-------------- -------------
Total distributions to shareholders $ (127,479,662) $ (67,050,798)
-------------- -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 368,136,465 $ 240,793,033
Reinvestment of distributions 119,014,289 62,887,503
Cost of shares repurchased (338,672,805) (404,156,562)
-------------- -------------
Net increase (decrease) in net assets resulting
from fund share transactions $ 148,477,949 $(100,476,026)
-------------- -------------
Net increase (decrease) in net assets $ 386,332,531 $ (21,555,562)
NET ASSETS:
Beginning of year 753,130,514 774,686,076
-------------- -------------
End of year (including accumulated net investment loss of
$0 and $0, respectively) $1,139,463,045 $ 753,130,514
-------------- -------------
</TABLE>
<TABLE>
<CAPTION>
CLASS A '00 SHARES '00 AMOUNT '99 SHARES '99 AMOUNT
<S> <C> <C> <C> <C>
Shares sold 11,639,402 $ 255,803,216 11,260,083 $ 201,955,045
Reinvestment of distributions 6,429,086 116,109,271 3,790,939 61,943,942
Less shares repurchased (13,449,248) (290,121,919) (20,558,938) (369,941,102)
---------- ------------- ---------- -------------
Net increase (decrease) 4,619,240 $ 81,790,568 (5,507,916) $(106,042,115)
---------- ------------- ---------- -------------
CLASS B
Shares sold 4,476,958 $ 93,250,316 801,404 $ 13,854,741
Reinvestment of distributions 140,035 2,389,002 49,019 771,073
Less shares repurchased (1,825,431) (36,515,030) (603,225) (10,384,022)
---------- ------------- ---------- -------------
Net increase 2,791,562 $ 59,124,288 247,198 $ 4,241,792
---------- ------------- ---------- -------------
CLASS C
Shares sold 936,123 $ 19,082,933 1,413,709 $ 24,983,247
Reinvestment of distributions 29,386 516,016 10,734 172,488
Less shares repurchased (624,309) (12,035,856) (1,343,864) (23,831,438)
---------- ------------- ---------- -------------
Net increase 341,200 $ 7,563,093 80,579 $ 1,324,297
---------- ------------- ---------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 9/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
CLASS A 9/30/00 9/30/99 9/30/98 9/30/97 9/30/96
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 18.08 $ 16.53 $ 23.39 $ 21.12 $ 21.48
---------- -------- -------- ---------- ----------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.06) $ (0.05) $ (0.07) $ (0.08) $ 0.18
Net realized and unrealized gain (loss) on
investments and futures contracts 8.22 3.05 (3.44) 4.23 1.47
---------- -------- -------- ---------- ----------
Net increase (decrease) from investment
operations $ 8.16 $ 3.00 $ (3.51) $ 4.15 $ 1.65
Distributions to shareholders:
Net investment income -- -- -- -- (0.30)
Net realized gain (3.09) (1.45) (3.35) (1.88) (1.71)
---------- -------- -------- ---------- ----------
Net increase (decrease) in net asset value $ 5.07 $ 1.55 $ (6.86) $ 2.27 $ (0.36)
---------- -------- -------- ---------- ----------
Net asset value, end of year $ 23.15 $ 18.08 $ 16.53 $ 23.39 $ 21.12
========== ======== ======== ========== ==========
Total return* 49.93% 19.09% (15.90)% 21.36% 8.61%
Ratio of net expenses to average net assets+ 0.86% 0.88% 0.79% 0.87% 0.90%
Ratio of net investment income (loss) to average net
assets+ (0.30)% (0.27)% (0.35)% (0.37)% 0.85%
Portfolio turnover rate 81% 150% 110% 63% 75%
Net assets, end of year (in thousands) $1,054,081 $739,427 $767,257 $1,048,648 $1,008,177
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.84% 0.86% 0.79% 0.85% 0.88%
Net investment income (loss) (0.28)% (0.25)% (0.35)% (0.35)% 0.87%
</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 FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 9/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 2/1/96 TO
CLASS B 9/30/00(A) 9/30/99 9/30/98 9/30/97 9/30/96
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 17.24 $ 15.99 $22.98 $21.02 $19.28
------- ------- ------ ------ ------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.26) $ (0.10) $(0.18) $(0.22) $ 0.12
Net realized and unrealized gain (loss) on
investments and futures contracts 7.79 2.80 (3.46) 4.06 1.78
------- ------- ------ ------ ------
Net increase (decrease) from investment
operations $ 7.53 $ 2.70 $(3.64) $ 3.84 $ 1.90
Distributions to shareholders:
Net investment income -- -- -- -- (0.16)
Net realized gain (3.09) (1.45) (3.35) (1.88) --
------- ------- ------ ------ ------
Net increase (decrease) in net asset value $ 4.44 $ 1.25 $(6.99) $ 1.96 $ 1.74
------- ------- ------ ------ ------
Net asset value, end of period $ 21.68 $ 17.24 $15.99 $22.98 $21.02
======= ======= ====== ====== ======
Total return* 48.51% 17.76% (16.86)% 19.87% 9.88%
Ratio of net expenses to average net assets+ 1.85% 1.91% 1.81% 2.00% 1.68%**
Ratio of net investment loss to average net
assets+ (1.28)% (1.31)% (1.38)% (1.51)% (0.26)%**
Portfolio turnover rate 81% 150% 110% 63% 75%
Net assets, end of period (in thousands) $73,968 $10,699 $5,969 $5,045 $4,939
Ratios assuming reduction for fees paid
indirectly:
Net expenses 1.83% 1.89% 1.80% 1.96% 1.66%**
Net investment loss (1.26)% (1.29)% (1.37)% (1.47)% (0.24)%**
</TABLE>
<TABLE>
<C> <S>
(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.
</TABLE>
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 9/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 2/1/96 TO
CLASS C 9/30/00 9/30/99 9/30/98 9/30/97 9/30/96
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 17.66 $16.30 $23.33 $21.12 $19.28
------- ------ ------ ------ ------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.01) $(0.07) $(0.18) $(0.20) $ 0.03
Net realized and unrealized gain (loss) on
investments and futures contracts 7.76 2.88 (3.50) 4.29 1.93
------- ------ ------ ------ ------
Net increase (decrease) from investment
operations $ 7.75 $ 2.81 $(3.68) $ 4.09 $ 1.96
Distributions to shareholders:
Net investment income -- -- -- -- (0.12)
Net realized gain (3.09) (1.45) (3.35) (1.88) --
------- ------ ------ ------ ------
Net increase (decrease) in net asset value $ 4.66 $ 1.36 $(7.03) $ 2.21 $ 1.84
------- ------ ------ ------ ------
Net asset value, end of period $ 22.32 $17.66 $16.30 $23.33 $21.12
======= ====== ====== ====== ======
Total return* 48.61% 18.13% (16.77)% 21.07% 10.18%
Ratio of net expenses to average net assets+ 1.88% 1.86% 1.75% 1.91% 1.96%**
Ratio of net investment loss to average net assets+ (1.32)% (1.26)% (1.31)% (1.43)% (0.29)%**
Portfolio turnover rate 81% 150% 110% 63% 75%
Net assets, end of period (in thousands) $11,414 $3,005 $1,460 $ 752 $ 379
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.86% 1.82% 1.74% 1.87% 1.93%**
Net investment loss (1.30)% (1.22)% (1.30)% (1.39)% (0.26)%**
</TABLE>
<TABLE>
<C> <S>
* 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.
</TABLE>
The accompanying notes are an integral part of these financial statements.
22
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/00
--------------------------------------------------------------------------------
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. After shareholder and regulatory
approval, UniCredito Italiano S.p.A. completed its acquisition of The
Pioneer Group, Inc. (PGI) on October 24, 2000. 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
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 the regular trading on the Exchange. In computing the net
asset value, securities are valued at the last sale price on the principal
exchange where they are traded. Securities that have not traded on the date
of valuation, or securities for which sale prices are not generally
reported, are valued at the mean between the last bid and asked prices.
Securities for which market quotations are not readily available are valued
at their fair values as determined by, or under the direction of, the Board
of Trustees. Dividend income is recorded on the ex-dividend date and
interest income is recorded on the accrual basis. Temporary cash
investments are valued at amortized cost.
23
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/00 (CONTINUED)
--------------------------------------------------------------------------------
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. FUTURES CONTRACTS
The Fund may enter into futures transactions to hedge against changes in
interest rates, securities prices, and currency rates or to seek to
increase total return. Upon entering into a futures contract, the Fund is
required to deposit with a broker an amount of cash or securities equal
to the minimum "initial margin" requirements of the associated futures
exchange. Subsequent payments for futures contracts ("variation margin")
are paid or received by the Fund, depending on the daily fluctuation in
the value of the contracts, and are recorded by the Fund as unrealized
gains or losses. When the contract is closed, the Fund realizes a gain or
loss equal to the difference between the opening and closing value of the
contract. The use of futures contracts involves, to varying degrees,
elements of market and counterparty risk, which may exceed the amounts
recognized by the Fund. Changes in the values of the contracts may not
directly correlate to the changes in the value of the underlying
securities. These risks may decrease the effectiveness of the Fund's
hedging strategies and potentially result in a loss.
At September 30, 2000, open futures contracts were as follows:
<TABLE>
<CAPTION>
NUMBER OF
CONTRACTS SETTLEMENT MARKET UNREALIZED
TYPE LONG/(SHORT) MONTH VALUE LOSS
---- ------------ ---------- ----------- ----------
<S> <C> <C> <C> <C>
S&P MidCap 400 175 12/00 $47,713,750 ($861,875)
</TABLE>
C. FEDERAL INCOME TAXES
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income and net realized capital gains, if
any, to its shareholders. Therefore, no federal income tax provision is
required.
The characterization of distributions to shareholders for financial
reporting purposes is determined in accordance with federal income tax
rules. Therefore, the source of the Fund's distributions may be shown in
the accompanying financial statements as either from or in excess of 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.
24
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
At September 30, 2000, the Fund has reclassified $3,408,757 from
accumulated undistributed net realized gain on investments and futures
contracts, to accumulated net investment loss. 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 taxes.
The Fund has designated $118,680,263 as a capital gain dividend for
purposes of the dividend paid deduction.
D. 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 an indirect subsidiary of The Pioneer Group, Inc. (PGI), earned
$26,001 in underwriting commissions on the sale of fund shares during the
year ended September 30, 2000.
E. CLASS ALLOCATIONS
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively. Shareholders of each class share all expenses and fees paid
to the transfer agent, Pioneering Services Corporation (PSC), for their
services, which are allocated based on the number of accounts in each class
and the ratable allocation of related out-of-pocket expense (see Note 3).
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on the respective percentage of adjusted net assets at the beginning
of the day.
Distributions to shareholders are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B and Class C shares can bear different transfer
agent and distribution fees.
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
25
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/00 (CONTINUED)
--------------------------------------------------------------------------------
0.625% of the Fund's average daily net assets. The basic fee is subject to a
performance adjustment up to a maximum of +/-0.20% based on the Fund's
investment performance as compared with the Standard & Poor's MidCap 400 Index.
The performance comparison is made for a rolling 36-month period. For the year
ended September 30, 2000, the aggregate performance adjustment resulted in a
reduction to the basic fee of $1,646,023. For the year ended September 30, 2000,
the management fee was equivalent to a rate of 0.475% of average daily net
assets.
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 September 30, 2000, $473,795 was payable to
PIM related to management fees, administrative fees and certain other services.
3. TRANSFER AGENT
PSC, a wholly owned subsidiary of PGI, provides substantially all transfer agent
and shareholder services to the Fund at negotiated rates. Included in due to
affiliates is $124,059 in transfer agent fees payable to PSC at September 30,
2000.
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 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. On qualifying
investments made prior to August 19, 1991, the Class A Plan provides for
reimbursement of such expenditures in an amount not to exceed 0.15%.
Pursuant to the Class B Plan and the Class C Plan, the Fund pays PFD 1.00% of
the average daily net assets attributable to each class of shares. The fee
consists of a 0.25% service fee and a 0.75% distribution fee paid as
compensation for personal services and/or account maintenance services or
distribution services with regard to Class B and Class C shares. Included in due
to affiliates is $260,070 in distribution fees payable to PFD at September 30,
2000.
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
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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 4.00%, 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 September 30, 2000,
CDSCs in the amount of $164,850 were paid to PFD.
5. EXPENSE OFFSETS
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the year
ended September 30, 2000, the Fund's expenses were reduced by $211,175 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. For the year ended September 30, 2000, the Fund had no borrowings under
this agreement.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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TO THE SHAREOWNERS AND THE BOARD OF TRUSTEES OF PIONEER MID-CAP FUND:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer Mid-Cap Fund as of September 30, 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 September 30, 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 Fund as of September 30, 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
November 3, 2000
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RESULTS OF SHAREOWNER MEETING
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On September 11, 2000, Pioneer Mid-Cap 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. The new
contract will take effect only if the proposed acquisition of The Pioneer Group,
Inc., the parent of Pioneer, by UniCredito Italiano S.p.A. is consummated.
Shareowners also voted to elect trustees. Both proposals passed by shareowner
vote. Here are the detailed results of the votes.
PROPOSAL 1 -- TO APPROVE A NEW MANAGEMENT CONTRACT.
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AFFIRMATIVE AGAINST ABSTAIN
31,979,957.471 1,759,763.462 1,114,900.958
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PROPOSAL 2 -- TO ELECT TRUSTEES.
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NOMINEE AFFIRMATIVE WITHHELD
M.K. Bush 33,667,905.359 1,186,716.632
J.F. Cogan, Jr. 33,502,934.179 1,351,687.712
Dr. R.H. Egdahl 33,605,091.681 1,249,530.210
M.B.W. Graham 33,642,486.442 1,212,135.449
M.A. Piret 33,649,306.251 1,205,315.640
D.D. Tripple 33,636,300.628 1,218,321.263
S.K. West 33,622,506.751 1,232,115.140
J. Winthrop 33,653,063.217 1,201,558.674
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TRUSTEES, OFFICERS AND SERVICE PROVIDERS
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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
Marguerite A. Piret Eric J. Weigel, Senior Vice President
David D. Tripple Eric W. Reckard, Treasurer
Stephen K. West Joseph P. Barri, Secretary
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
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THE PIONEER FAMILY OF MUTUAL FUNDS
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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
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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, then 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. Pioneer will send the proceeds by
check to the address you designate, or electronically to your bank account. You
can also authorize Pioneer to make the redemptions payable to someone else.
(SWPs are available for accounts with a value of $10,000 or more.)
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RETIREMENT PLANS FROM PIONEER
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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 PLANS
INDIVIDUAL RETIREMENT ACCOUNT (IRA)
An IRA is a tax-favored account that allows anyone under age 70 1/2 with earned
income to contribute up to $2,000 annually. Spouses may contribute up to $2,000
annually into a separate IRA, for a total of $4,000 per year for a married
couple. Earnings are tax-deferred, and contributions may be tax-deductible.
ROTH IRA
The Roth IRA came about as part of the Taxpayer Relief Act of 1997 and 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 either plan; both
resemble 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.
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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.
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THIS PAGE FOR YOUR NOTES.
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HOW TO CONTACT PIONEER
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We are pleased to offer a variety of convenient ways for you to
contact us for assistance or information.
CALL US FOR:
ACCOUNT INFORMATION, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FACTFONE(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
RETIREMENT PLANS INFORMATION 1-800-622-0176
TELECOMMUNICATIONS DEVICE FOR THE DEAF (TDD) 1-800-225-1997
WRITE TO US:
Pioneering Services Corporation
60 State Street
Boston, Massachusetts 02109
OUR TOLL-FREE FAX 1-800-225-4240
OUR INTERNET E-MAIL ADDRESS [email protected]
(for general questions about Pioneer only)
VISIT OUR WEBSITE: WWW.PIONEERFUNDS.COM
THIS REPORT MUST BE PRECEDED OR ACCOMPANIED BY A CURRENT
FUND PROSPECTUS.
PIONEER LOGO
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PIONEER INVESTMENT MANAGEMENT, INC. 9086-00-1100
60 STATE STREET G PIONEER FUNDS DISTRIBUTOR,
BOSTON, MASSACHUSETTS 02109 INC.
WWW.PIONEERFUNDS.COM RECYCLE LOGO PRINTED ON
RECYCLED PAPER
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