PIONEER MID CAP FUND
485APOS, 2000-11-27
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                                                               File Nos. 2-79140
                                                                       811-07525

    As Filed with the Securities and Exchange Commission on November 27, 2000


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A


         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  / X /
                                                                   ---

                      Pre-Effective Amendment No. __              /___/

                      Post-Effective Amendment No. 28             / X /
                                                                   ---


                                     and/or

             REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                               ACT OF 1940                        / X /
                                                                   ---

                             Amendment No. 28                     / X /
                                                                   ---

                        (Check appropriate box or boxes)


                              PIONEER MID-CAP FUND
               (Exact Name of Registrant as Specified in Charter)


                  60 State Street, Boston, Massachusetts 02109
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's Telephone Number, including Area Code: (617) 742-7825

Joseph P. Barri, Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109
                     (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

     ___ immediately upon filing pursuant to paragraph (b)
     ___ on [date] pursuant to paragraph (b)
     ___ 60 days after filing pursuant to paragraph (a)(1)
      X  on January 29, 2001 pursuant to paragraph (a)(1)
     ---
     ___ 75 days after filing pursuant to paragraph (a)(2)
     ___ on [date] pursuant to paragraph (a)(2)of Rule 485.

If appropriate, check the following box:

     ___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>



                     STATEMENT OF INCORPORATION BY REFERENCE

     The following documents are incorporated herein by reference in their
entirety:

                                       As filed with
Document                               the SEC on           Accession Number
----------------------------------     ----------------     --------------------

Prospectus dated 1/28/00               1/27/00              0001016964-00-000006

Prospectus supplement
  dated 5/19/00                        5/18/00              0000706155-00-000006

Statement of additional informa-
  tion (SAI) dated 1/28/00             1/27/00              0001016964-00-000006

SAI supplement dated 8/31/00           8/31/00              0001016964-00-000110

Financial statements at 3/31/00        6/2/00               0000706155-00-000007





<PAGE>


                                                               November 22, 2000

                       SUPPLEMENT TO THE PROSPECTUSES FOR
      (SUPERSEDES APPLICABLE SUPPLEMENTS DATED MAY 26 AND OCTOBER 25, 2000)

FUND                                                 DATED
Pioneer II                                           January 28, 2000
Pioneer Mid-Cap Fund                                 January 28, 2000
Pioneer Strategic Income Fund                        January 28, 2000
Pioneer High Yield Fund                              February 25, 2000
Pioneer Europe Fund                                  February 28, 2000
Pioneer Indo-Asia Fund                               February 28, 2000
Pioneer Mid-Cap Value Fund                           February 28, 2000
Pioneer Equity-Income Fund                           February 28, 2000
Pioneer Small Company Fund                           February 28, 2000
Pioneer Limited Maturity Bond Fund                   March 29, 2000
Pioneer Emerging Markets Fund                        March 29, 2000
Pioneer International Growth Fund                    March 29, 2000
Pioneer Micro-Cap Fund                               March 29, 2000
Pioneer Science & Technology Fund                    March 31, 2000
Pioneer Fund                                         May 1, 2000
Pioneer Cash Reserves Fund                           May 1, 2000
Pioneer America Income Trust                         May 1, 2000
Pioneer Real Estate Shares                           May 1, 2000
Pioneer Growth Shares                                May 1, 2000
Pioneer Balanced Fund                                May 1, 2000
Pioneer Tax-Free Income Fund                         May 1, 2000
Pioneer World Equity Fund                            July 31, 2000
Pioneer Bond Fund                                    September 29, 2000
Pioneer Tax-Managed Fund                             November 18, 1999

The following supplements the information presented under the corresponding
section of the prospectus. All references in the supplemented prospectus to The
Pioneer Group, Inc. are changed to Pioneer.

MANAGEMENT

The next paragraph replaces the section entitled "Pioneer Group":

PIONEER GLOBAL ASSET MANAGEMENT
Pioneer is part of Pioneer Global Asset Management, the asset management
subsidiary of UniCredito Italiano S.p.A., one of the largest banking groups in
Italy. Pioneer Global Asset Management provides investment management and
financial services to mutual funds, institutional and other clients. As of
October 25, 2000, Pioneer Global Asset Management has over $100 billion in
assets under management worldwide, including over $23 billion in assets under
management by Pioneer.

INVESTMENT ADVISER
Pioneer's main office is at 60 State Street, Boston, Massachusetts 02109.

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.


<PAGE>


PORTFOLIO MANAGER
Pioneer's day-to-day managers and investment and research teams may draw upon
the research and investment management expertise of Pioneer's affiliate, Pioneer
Investment Management Limited.

DISTRIBUTOR AND TRANSFER AGENT
The distributor and the transfer agent are affiliates of Pioneer.


PROSPECTUSES FOR STRATEGIC INCOME, LIMITED MATURITY BOND, CASH RESERVES,
TAX-FREE INCOME FUNDS AND AMERICA INCOME TRUST:

PORTFOLIO MANAGER
Sherman Russ intends to retire from Pioneer in December 2000. Kenneth Taubes
remains the head of Pioneer's fixed income team.


PROSPECTUS FOR SCIENCE & TECHNOLOGY FUND:
Thomas Crowley is the fund's lead portfolio manager.


PROSPECTUS FOR EUROPE FUND:

PORTFOLIO MANAGER
Effective December 1, 2000, day-to-day management of the fund's portfolio is the
responsibility of a team of portfolio managers and analysts supervised by
Theresa A. Hamacher, chief investment officer of Pioneer. Ms. Hamacher joined
Pioneer in 1997 and has been an investment professional since 1984, most
recently as chief investment officer at another investment adviser. This team
provides research for the fund and other Pioneer mutual funds with similar
objectives or styles. Ms. Hamacher, assisted by Michael P. Bradshaw, is
responsible for monitoring the portfolio and implementing the team's decisions.
Mr. Bradshaw, a vice president of Pioneer, joined Pioneer in 1997 and has been
an investment professional since 1994. Prior to joining Pioneer, Mr. Bradshaw
was a research associate for CIBC Wood Gundy Securities, Inc. from 1995 to 1997
and a financial analyst for Canadian Imperial Bank of Commerce from 1994 to
1995. The team may draw upon the research and investment management expertise of
Pioneer's affiliate, Pioneer Investment Management Limited.


PROSPECTUS FOR WORLD EQUITY FUND:

PORTFOLIO MANAGER
Effective December 1, 2000, day-to-day management of the fund's portfolio is the
responsibility of a team of portfolio managers and analysts supervised by
Theresa A. Hamacher, chief investment officer of Pioneer. Ms. Hamacher joined
Pioneer in 1997 and has been an investment professional since 1984, most
recently as chief investment officer at another investment adviser. This team
provides research for the fund and other Pioneer mutual funds with similar
objectives or styles. Pavlos M. Alexandrakis, a senior vice president of
Pioneer, is responsible for monitoring the portfolio and implementing the team's
decisions. Mr. Alexandrakis joined Pioneer in 1998 and has been an investment
professional since 1984. Prior to joining Pioneer, Mr. Alexandrakis was a
portfolio manager at Salomon Smith Barney from 1995 to 1998 and a portfolio
manager for Lazard Freres Asset Management from 1990 to 1994. The team may draw
upon the research and investment management expertise of Pioneer's affiliate,
Pioneer Investment Management Limited.


<PAGE>


PROSPECTUS FOR GROWTH SHARES:

PORTFOLIO MANAGER
Effective November 13, 2000, day-to-day management of the fund's portfolio is
the responsibility of a team of portfolio managers and analysts supervised by
Theresa A. Hamacher, chief investment officer of Pioneer. Ms. Hamacher joined
Pioneer in 1997 and has been an investment professional since 1984, most
recently as chief investment officer at another investment adviser. This team
provides research for the fund and other Pioneer mutual funds with similar
objectives or styles. The analysts on the team are responsible for stock
selection. Eric J. Weigel, a senior vice president of Pioneer, is responsible
for monitoring the portfolio and implementing the team's decisions. Mr. Weigel
joined Pioneer in 1998 and has been an investment professional since 1989. Prior
to joining Pioneer, Mr. Weigel was head of global asset allocation and portfolio
manager at Chancellor LGT Asset Management from 1994 to 1997 and managed
domestic and international portfolios for INVESCO Management and Research from
1993 to 1994. The team may draw upon the research and investment management
expertise of Pioneer's affiliate, Pioneer Investment Management Limited.

                                                                    9490-00-1100
                                             (C) Pioneer Funds Distributor, Inc.
<PAGE>



                                                               November 22, 2000

            SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION FOR
                 (SUPERSEDES SUPPLEMENT DATED OCTOBER 25, 2000)

FUND                                                 DATED
Pioneer II                                           January 28, 2000
Pioneer Mid-Cap Fund                                 January 28, 2000
Pioneer Strategic Income Fund                        January 28, 2000
Pioneer High Yield Fund                              February 25, 2000
Pioneer Europe Fund                                  February 28, 2000
Pioneer Indo-Asia Fund                               February 28, 2000
Pioneer Mid-Cap Value Fund                           February 28, 2000
Pioneer Equity-Income Fund                           February 28, 2000
Pioneer Small Company Fund                           February 28, 2000
Pioneer Limited Maturity Bond Fund                   March 29, 2000
Pioneer Emerging Markets Fund                        March 29, 2000
Pioneer International Growth Fund                    March 29, 2000
Pioneer Micro-Cap Fund                               March 29, 2000
Pioneer Science & Technology Fund                    March 31, 2000
Pioneer Fund                                         May 1, 2000
Pioneer Cash Reserves Fund                           May 1, 2000 (as revised
                                                     May 15, 2000)
Pioneer America Income Trust                         May 1, 2000
Pioneer Real Estate Shares                           May 1, 2000
Pioneer Growth Shares                                May 1, 2000
Pioneer Balanced Fund                                May 1, 2000
Pioneer Tax-Free Income Fund                         May 1, 2000
Pioneer Independence Fund                            May 1, 2000
Pioneer Variable Contracts Trust                     May 1, 2000 (as revised
                                                     October 5, 2000)
Pioneer World Equity Fund                            July 31, 2000
Pioneer Bond Fund                                    September 29, 2000
Pioneer Tax-Managed Fund                             November 18, 1999

The following supplements the information presented in the statement of
additional information (SAI). All references in the supplemented SAI to The
Pioneer Group, Inc. are changed to Pioneer Investment Management USA Inc.

Pioneer is part of Pioneer Global Asset Management, the asset management
subsidiary of UniCredito Italiano S.p.A. ("UniCredito Italiano"), one of the
largest banking groups in Italy. Pioneer Global Asset Management provides
investment management and financial services to mutual funds, institutional and
other clients. As of October 25, 2000, Pioneer Global Asset Management has over
$100 billion in assets under management worldwide, including over $23 billion in
assets under management by Pioneer.

MANAGEMENT OF THE FUND

JOHN F. COGAN, JR.*, CHAIRMAN OF THE BOARD, PRESIDENT AND TRUSTEE,
DOB: JUNE 1926
Deputy Chairman of Pioneer Global Asset Management S.p.A.; Non-Executive
Chairman and a Director of Pioneer Investment Management USA Inc. ("PIM-USA");
Chairman and a Director of Pioneer and Pioneer Global Funds Distributor, Ltd.;
Director of Pioneer Management (Ireland) Limited ("PMIL"); President and
Director of Pioneer International Corporation ("PIntl"); Member of the
Supervisory Board of Pioneer Fonds Marketing GmbH, Pioneer First Polish
Investment Fund Joint Stock Company


<PAGE>


("Pioneer First Polish"), Pioneer Czech Investment Company, a.s. ("Pioneer
Czech") and Pioneer Universal Pension Fund Company; Chairman, President and
Trustee of all of the Pioneer mutual funds; Director of Pioneer America Fund
Plc, Pioneer Global Equity Fund Plc, Pioneer Global Bond Fund Plc, Pioneer Euro
Reserve Fund Plc, Pioneer European Equity Fund Plc, Pioneer Emerging Europe Fund
Plc, Pioneer Greater Asia Fund Plc, Pioneer U.S. Growth Fund Plc, Pioneer U.S.
High Yield Fund Plc and Pioneer US Real Estate Fund Plc, (collectively, the
"Irish Funds"); and Of Counsel, Hale and Dorr LLP (counsel to PIM-USA and the
fund).

MARY K. BUSH, TRUSTEE, DOB: APRIL 1948
4201 CATHEDRAL AVENUE, NW, WASHINGTON, DC 20016
President, Bush & Co. (international financial advisory firm); Director
and/or Trustee of Mortgage Guaranty Insurance Corporation, Hoover Institution,
March of Dimes, Texaco, Inc., R.J. Reynolds Tobacco Holdings, Inc. and Brady
Corporation (international identification solutions provider); Advisory Board
Member, Washington Mutual Investors Fund (registered investment company); and
Trustee of all of the Pioneer mutual funds.

RICHARD H. EGDAHL, M.D., TRUSTEE, DOB: DECEMBER 1926
BOSTON UNIVERSITY HEALTHCARE ENTREPRENEURSHIP PROGRAM, 53 BAY STATE ROAD,
BOSTON, MA 02215 Alexander Graham Bell Professor of Health Care
Entrepreneurship, Boston University; Professor of Management, Boston University
School of Management; Professor of Public Health, Boston University School of
Public Health; Professor of Surgery, Boston University School of Medicine;
University Professor, Boston University; Director, Boston University Health
Policy Institute, University Program for Health Care Entrepreneurship; Trustee,
Boston Medical Center; and Trustee of all of the Pioneer mutual funds.

MARGARET B.W. GRAHAM, TRUSTEE, DOB: MAY 1947
THE KEEP, P.O. BOX 110, LITTLE DEER ISLE, ME 04650
Founding Director, The Winthrop Group, Inc. (consulting firm); and Trustee of
all of the Pioneer mutual funds.

MARGUERITE A. PIRET, TRUSTEE, DOB: MAY 1948
ONE BOSTON PLACE, 26TH FLOOR, BOSTON, MA 02108
President, Newbury, Piret & Company, Inc. (merchant banking firm); Trustee
of Boston Medical Center; Member of the Board of Governors of the Investment
Company Institute; Director, Organogenesis Inc. (tissue engineering company);
and Trustee of all of the Pioneer mutual funds.

DAVID D. TRIPPLE*, TRUSTEE AND EXECUTIVE VICE PRESIDENT, DOB: FEBRUARY 1944
Director, Chief Executive Officer and President of PIM-USA; Chairman and a
Director of Pioneer Funds Distributor, Inc. ("PFD"); President and a Director of
Pioneer; Director of Pioneering Services Corporation ("PSC"), PIntl, PMIL and
the Irish Funds; Member of the Supervisory Board of Pioneer First Polish,
Pioneer Czech and Pioneer Asset Management, S.A.; and Executive Vice President
and Trustee of all of the Pioneer mutual funds.

STEPHEN K. WEST, TRUSTEE, DOB: SEPTEMBER 1928
125 BROAD STREET, NEW YORK, NY 10004
Of Counsel, Sullivan & Cromwell (law firm); Director, Dresdner RCM Global
Strategic Income Fund, Inc. since May 1997 and The Swiss Helvetia Fund, Inc.
since 1995 (investment companies), AMVESCAP PLC (investment managers) since 1997
and ING American Insurance Holdings, Inc.; and Trustee of all of the Pioneer
mutual funds.


<PAGE>


JOHN WINTHROP, TRUSTEE, DOB: JUNE 1936
ONE NORTH ADGERS WHARF, CHARLESTON, SC 29401
President, John Winthrop & Co., Inc. (private investment firm); Director of NUI
Corp. (energy sales, services and distribution); and Trustee of all of the
Pioneer mutual funds.

JOSEPH P. BARRI, SECRETARY, DOB: AUGUST 1946
Corporate Secretary of PIM-USA and most of its subsidiaries until October 2000;
Secretary of all of the Pioneer mutual funds; and Partner, Hale and Dorr LLP.

VINCENT NAVE, TREASURER, DOB: JUNE 1945
Vice President-Fund Accounting and Custody Services of PIM-USA (Manager from
September 1996 to February 1999); and Treasurer of all of the Pioneer mutual
funds (Assistant Treasurer from June 1999 to November 2000).

LUIS I. PRESUTTI, ASSISTANT TREASURER, DOB: APRIL 1965
Assistant Vice President-Fund Accounting, Administration and Custody Services of
Pioneer (Fund Accounting Manager from 1994 to 1999); and Assistant Treasurer of
all of the Pioneer mutual funds since November 2000.

JOHN F. DALY III, ASSISTANT TREASURER, DOB: AUGUST 1965
Global Custody and Settlement Division Manager of PIM-USA; and Assistant
Treasurer of all of the Pioneer mutual funds since November 2000.

DOROTHY E. BOURASSA, ASSISTANT SECRETARY, DOB: JANUARY 1948
Senior Vice President-Legal and Secretary of PIM-USA and Secretary/Clerk of most
of its subsidiaries since October 2000; Assistant Secretary of all of the
Pioneer mutual funds since November 2000; Senior Counsel, Assistant Vice
President and Director of Compliance of PIM-USA from April 1998 through October
2000; Vice President and Assistant General Counsel, First Union Corporation from
December 1996 through March 1998; and Vice President and Counsel, Keystone
Investments, Inc. from March 1986 through November 1996.

All of the outstanding capital stock of PFD, Pioneer and PSC is indirectly owned
by UniCredito Italiano, one of the largest banking groups in Italy. Pioneer, the
fund's investment adviser, provides investment management and financial services
to mutual funds, institutional and other clients.

COMPENSATION OF OFFICERS AND TRUSTEES

The fund pays no salaries or compensation to any of its officers. The fund
compensates each Trustee who is not affiliated with PIM-USA, Pioneer, PFD, PSC
or UniCredito Italiano with a base fee, a variable fee calculated on the basis
of average net assets of the fund, per meeting fees, and annual committee
participation fees for each committee member or chairperson that are based on
percentages of his or her aggregate annual fee. See the fee table in Appendix A.

INVESTMENT ADVISER

The fund has contracted with Pioneer to act as its investment adviser. Pioneer
is a wholly owned subsidiary of UniCredito Italiano. Certain Trustees or
officers of the fund are also directors and/or officers of UniCredito Italiano
and its subsidiaries (see management biographies above).


<PAGE>


PRINCIPAL UNDERWRITER AND DISTRIBUTION PLANS (GENERAL/CLASS II 12B-1 PLAN)

No interested person of the fund, nor any Trustee of the fund who is not an
interested person of the fund, has any direct or indirect financial interest in
the operation of the Plans except to the extent that PFD and certain of its
employees may be deemed to have such an interest as a result of receiving a
portion of the amounts expended under the Plans by the fund and except to the
extent certain officers may have an interest in PFD's ultimate parent,
UniCredito Italiano.


<PAGE>




                           PART C - OTHER INFORMATION

Item 23.  Exhibits

Amended Form N-1A
Exhibit Reference
       (a)       1.    Agreement and Declaration of Trust(1)
       (a)       1.1.  Restated Class Designation(3)
       (b)       2.    Restated By-Laws(5)
       (c)       4.1.  Specimen Share Certificate(1)
       (d)       5.    Management Contract(5)
       (e)       6.1.  Underwriting Agreement(5)
       (e)       6.2.  Form of Dealer Sales Agreement(1)
       (f)       7.    None
       (g)       8.    Form of Custodian Agreement with Brown Brothers
                       Harriman & Co.(1)
       (h)       9.    Investment Company Service Agreement(4)
       (h)       9.1.  Administration Agreement(3)
       (i)       10.   Opinion of Counsel(1)
       (j)       11.   Consent of Independent Public Accountants(5)
       (k)       12.   None
       (l)       13.   None
       (m)       15.1. Class A Distribution Plan(5)
       (m)       15.2. Form of Class B Distribution Plan(2)
       (m)       15.3. Class C Distribution Plan(1)
       (n)       18.   Multiple Class Plan Pursuant to Rule 18f-3(3)
       (o)       19.   Not applicable
       (p)       20.   Code of Ethics(5)
       N/A       21.   Powers of Attorney(5)

------------------------

(1) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 21 to the Registration Statement (File No.
2-79140) as filed with the Securities and Exchange Commission (the "SEC") on
February 1, 1996 (Accession No. 0000706155-96-000003).

(2) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 24 to the Registration Statement (File No.
2-79140) as filed with the SEC on October 30, 1998 (Accession No.
0000950146-98-001834).

(3) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 25 to the Registration Statement (File No.
2-79140) as filed with the SEC on November 12, 1998 (Accession No.
0001016964-98-000138).

(4) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 27 to the Registration Statement (File No.
2-79140) as filed with the SEC on January 27, 2000 (Accession No.
0001016964-00-000006).

(5) Filed herewith.

Item 24.  Persons Controlled by or Under Common Control with the Fund

     None.

Item 25.  Indemnification

         Except for the Agreement and Declaration of Trust (the "Declaration"),
dated January 12, 1996, establishing the Fund as a business trust under
Delaware law, there is no contract, arrangement or statute under which any
Trustee, officer, underwriter or affiliated person of the Fund is insured
or indemnified. The Declaration provides that no Trustee or officer will be
indemnified against any liability to which the Fund would otherwise be
subject by reason of or for willful misfeasance, bad faith, gross negligence or
reckless disregard of such person's duties.

         Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be available to Trustees, officers
and controlling persons of the Fund pursuant to the foregoing provisions, or
otherwise, the Fund has been advised that in the opinion of the SEC such

                                      C-1
<PAGE>


indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Fund of expenses incurred or
paid by a Trustee, officer or controlling person of the Fund in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered, the
Fund will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

Item 26.  Business and Other Connections of Investment Adviser

     Pioneer Investment Management, Inc. ("Pioneer Investments") is a registered
investment adviser under the Investment Advisers Act of 1940, as amended, and is
an indirectly wholly owned subsidiary of UniCredito Italiano S.p.A.
("UniCredito"). Pioneer Investments manages investment companies, pension and
profit sharing plans, trusts, estates or charitable organizations and other
corporations or business entities.

     To the knowledge of the Fund, none of Pioneer Investments' directors
or executive officers is or has been during their employment with Pioneer
Investments engaged in any other business, profession, vocation or employment
of a substantial nature for the past two fiscal years, except as noted below.
Certain directors and officers, however, may hold or may have held various
positions with, and engage or have engaged in business for, the investment
companies that Pioneer Investments manages and/or other UniCredito subsidiaries.

                              OTHER BUSINESS, PROFESSION, VOCATION OR
                              EMPLOYMENT OF SUBSTANTIAL NATURE WITHIN LAST TWO
NAME OF DIRECTOR/OFFICER      FISCAL YEARS

John F. Cogan, Jr.            Of Counsel, Hale and Dorr LLP, 60 State
                              Street, Boston, Massachusetts 02109

Item 27.  Principal Underwriters

         (a)      See "Management of the Fund" in the Statement of Additional
                  Information.

         (b)      Directors and officers of Pioneer Funds Distributor, Inc.:

                       POSITIONS AND OFFICES WITH   POSITIONS AND OFFICES WITH
       NAME            UNDERWRITER                  FUND

David D. Tripple       Director and Chairman        Executive Vice President and
                                                    Trustee

Steven M. Graziano     Director and President       None

Daniel Dart            Executive Vice President     None

William A. Misata      Senior Vice President        None

Constance D. Spiros    Senior Vice President        None

Marcy L. Supovitz      Senior Vice President        None


                                      C-2
<PAGE>


Barry G. Knight        Vice President               None

William H. Spencer IV  Senior Vice President,
                       Divisional Sales Manager     None

Jeffrey H. Saunders    Senior Vice President,
                       Divisional Sales Manager     None

Nate Algiere           Senior Vice President,
                       Divisional Sales Manager     None

Sherwood L. Harris     Senior Vice President,
                       Divisional Sales Manager     None

Elizabeth A. Watson    Vice President, Compliance   None

Steven R. Berke        Assistant Vice President,
                       Blue Sky                     None

Dorothy E. Bourassa    Clerk                        Assistant Secretary

The principal business address of each of these individuals is 60 State Street,
Boston, Massachusetts 02109-1820.

         (c)      Not applicable.

Item 28.  Location of Accounts and Records

         The accounts and records are maintained at the Fund's office at
60 State Street, Boston, Massachusetts 02109; contact the Treasurer.

Item 29.  Management Services

     Not applicable.

Item 30.  Undertakings

     Not applicable.

                                      C-3
<PAGE>


                                   SIGNATURES


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company  Act of 1940,  the Fund has duly  caused  this  registration
statement to be signed on its behalf by the undersigned, duly authorized, in the
City  of  Boston  and  The  Commonwealth  of  Massachusetts  on  the 27th day of
November, 2000.

                                             PIONEER MID-CAP FUND



                                        By:  /s/ David D. Tripple
                                             David D. Tripple
                                             Executive Vice President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated:

Signature                      Title

John F. Cogan, Jr.*            Chairman of the Board              )
John F. Cogan, Jr.             and President                      )
                               (Principal Executive               )
                               Officer)                           )
                                                                  )
                                                                  )
/s/ Vincent Nave               Chief Financial Officer            )
Vincent Nave                   and Treasurer (Principal           )
                               Financial and Accounting           )
                               Officer)                           )
                                                                  )
                                                                  )
Trustees:                                                         )
                                                                  )
                                                                  )
Mary K. Bush*                                                     )
Mary K. Bush                                                      )
                                                                  )
                                                                  )
John F. Cogan, Jr.*                                               )
John F. Cogan, Jr.                                                )
                                                                  )
                                                                  )
                                                                  )
Richard H. Egdahl*                                                )
Richard H. Egdahl                                                 )
                                                                  )
                                                                  )
                                                                  )
Margaret B. W. Graham                                             )
                                                                  )
                                                                  )
Marguerite A. Piret*                                              )
Marguerite A. Piret                                               )
                                                                  )
                                                                  )
/s/ David D. Tripple                                              )
David D. Tripple                                                  )
                                                                  )
                                                                  )
Stephen K. West*                                                  )
Stephen K. West                                                   )
                                                                  )
                                                                  )
John Winthrop*                                                    )
John Winthrop                                                     )
                                                                  )
                                                                  )
*By:     /s/ David D. Tripple             Dated: November 27, 2000)
         David D. Tripple
         Attorney-in-fact


<PAGE>


                                  Exhibit Index


Exhibit
Number                     Document Title

(b)       2.    Restated By-Laws

(d)       5.    Management Contract

(e)       6.1.  Underwriting Agreement

(j)       11.   Consent of Independent Public Accountants

(m)       15.1. Class A Distribution Plan

(p)       20.   Code of Ethics

N/A       21.   Powers of Attorney




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