[PIONEER LOGO]
PIONEER
MID-CAP
FUND
SEMIANNUAL REPORT 3/31/00
<PAGE>
TABLE OF CONTENTS
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<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
Trustees, Officers and Service Providers 28
The Pioneer Family of Mutual Funds 29
</TABLE>
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PIONEER MID-CAP FUND
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LETTER FROM THE CHAIRMAN 3/31/00
DEAR SHAREOWNER,
-----------------------------------------------------------------------------
Only three months into the new millennium and already financial
markets have seen their share of activity. In March, for the fifth
time in just nine months, the Federal Reserve raised short-term
interest rates in an effort to brake unusually strong economic growth
and deflect inflationary pressures.
In the United States, stocks have continued to roar ahead, albeit in
an uneven manner. Increasingly, the financial media has distinguished
between what's become known as old economy and new economy stocks. In
fact, so far in 2000, we've seen a sharp divergence between the
so-called old economy traditional non-technology stocks and the new
economy technology- and e-commerce-oriented issues. Reflecting this
divergence, the NASDAQ Composite Index, boosted by strong technology
stock performance, was up over 12%, while the Dow Jones Industrial
Index, composed of a select group of 30 blue-chip stocks, returned
-5%. Meanwhile, long-term interest rates not only failed to rise in
concert with short-term rates but - in atypical fashion - have fallen
below those rates, enabling longer-term bond prices to remain fairly
steady.
The recent market activity underscores the need for you to take a
diversified approach to your investment portfolio, making sure you
have the optimal blend of stocks, bonds and shorter-term investments
like money market funds. Experience tells us that over the long term,
maintaining a diversified portfolio can help to smooth out the
periodic jolts that are characteristic of financial markets. Sharp
market swings are often a good reminder to take another look at your
risk threshold and your investment time horizon. As always, an
investment professional who is familiar with your individual
circumstances can assist you in that exercise.
I encourage you to read this report closely. It offers you an
opportunity to review your Fund in depth. I would draw your attention
to the Portfolio Manager Discussion with Eric Weigel, the manager of
your Fund. It's a chance to hear how the Fund performed and what the
manager sees as he looks ahead. If you have questions, please contact
your investment professional or call Pioneer at 1-800-225-6292. You
may also want to visit our web site at www.pioneerfunds.com.
Respectfully,
[/s/ John F. Cogan, Jr.]
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
PIONEER MID-CAP FUND
PORTFOLIO SUMMARY 3/31/00
PORTFOLIO DIVERSIFICATION
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(As a percentage of total investment portfolio)
[PIE CHART]
-- U.S. Common Stocks 93%
-- Short-Term Cash
Equivalents 4%
-- Depositary Receipts
for International Stocks 2%
-- International Common Stocks 1%
SECTOR DISTRIBUTION
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[PIE CHART]
-- Technology 49%
-- Healthcare 11%
-- Consumer Cyclicals 10%
-- Capital Goods 9%
-- Communication Services 7%
-- Financial 4%
-- Consumer Staples 3%
-- Basic Materials 2%
-- Utilities 2%
-- Other 3%
10 LARGEST HOLDINGS
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<C> <S> <C> <C> <C> <C>
1. Veritas Software Corp. 5.26% 6. SCI Systems, Inc. 1.92%
2. Vitesse Semiconductor Corp. 3.21 7. Altera Corp. 1.91
3. American Power Conversion Corp. 2.25 8. Voicestream Wireless Corp. 1.84
4. Xilinx, Inc. 2.21 9. KLA Tencor Corp. 1.50
5. Siebel Systems Inc. 2.02 10. Ciena Corp. 1.40
</TABLE>
Fund holdings will vary for other periods.
2
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PIONEER MID-CAP FUND
PERFORMANCE UPDATE 3/31/00 CLASS A SHARES
SHARE PRICES AND DISTRIBUTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 3/31/00 9/30/99
<S> <C> <C> <C>
$23.68 $18.08
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/99 - 3/31/00) 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.
<TABLE>
<CAPTION>
Period Net Asset Public Offering
Value Price*
<S> <C> <C>
10 Years 14.41% 13.73%
5 Years 18.03% 16.64%
1 Year 54.21% 45.32%
* Reflects deduction of the maximum 5.75% sales charge at the begining of the
period and assumes reinvestment of distributions at net asset value.
</TABLE>
Growth of $10,000
[Mountain chart]
<TABLE>
<CAPTION>
Pioneer Mid-Cap Standard & Poor's
Fund* MidCap 400 Index
<S> <C> <C>
3/31/90 9,425 10,000
9,896 12,043
3/31/92 12,166 14,627
14,498 16,990
3/31/94 15,413 18,037
15,811 19,537
3/31/96 18,438 25,124
18,064 27,789
3/31/98 25,827 41,414
23,483 41,603
3/31/00 36,125 57,448
</TABLE>
[End Mountain chart]
The Fund adopted its current name and investment objective on February 1, 1996.
Prior to that date, the Fund's name was Pioneer Three and its objective was
growth and income from a portfolio primarily of small-capitalization stocks.
The Standard & Poor's MidCap 400 Index is an unmanaged measure of 400 domestic
stocks chosen for market size (average capitalization is $2.1 billion),
liquidity and group representation. Index returns are calculated monthly, assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees,
expenses or sales charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Return and share price
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
3
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PIONEER MID-CAP FUND
PERFORMANCE UPDATE 3/31/00 CLASS B SHARES
SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 3/31/00 9/30/99
<S> <C> <C> <C>
$22.28 $17.24
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/99 - 3/31/00) 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.
<TABLE>
<CAPTION>
Period If If
Held Redeemed*
<S> <C> <C>
Life-of-Fund 17.68% 17.39%
(2/01/96)
1 Year 52.53% 48.53%
</TABLE>
* Reflects deduction of the maximum applicable contingent 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
[Mountain Chart]
<TABLE>
<CAPTION>
Pioneer Mid-Cap Standard & Poor's
Fund* MidCap 400 Index
<S> <C> <C>
2/29/96 10,000 10,000
3/31/96 10,254 10,120
10,355 10,411
10,765 10,714
11,174 11,362
3/31/97 9,956 11,194
11,079 12,843
12,904 14,903
11,809 15,027
3/31/98 14,050 16,682
13,761 16,325
10,728 13,963
12,868 17,899
3/31/99 12,641 16,758
13,249 19,128
12,634 17,523
16,668 20,535
3/31/00 19,082 23,140
</TABLE>
[end mountain chart]
+ 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
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PIONEER MID-CAP FUND
PERFORMANCE UPDATE 3/31/00 CLASS C SHARES
SHARE PRICES AND DISTRIBUTIONS
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<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 3/31/00 9/30/99
<S> <C> <C> <C>
$22.96 $17.66
</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(9/30/99 - 3/31/00) 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.
<TABLE>
<CAPTION>
Period If If
Held Redeemed*
<S> <C> <C>
Life-of-Fund 18.20% 18.20%
(2/01/96)
1 Year 52.87% 52.87%
</TABLE>
* Assumes reinvestments of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
Growth of $10,000
[Mountain Chart]
<TABLE>
<CAPTION>
Pioneer Mid-Cap Standard & Poor's
Fund* MidCap 400 Index
<S> <C> <C>
2/29/96 10,000 10,000
3/31/96 10,254 10,120
10,381 10,411
10,795 10,714
11,198 11,362
9,982 11,194
3/31/97 11,215 12,843
13,069 14,903
11,971 15,027
14,240 16,682
3/31/98 13,953 16,325
10,877 13,963
13,052 17,899
12,848 16,758
3/31/99 13,474 19,128
12,848 17,523
16,963 20,535
3/31/00 19,640 23,140
</TABLE>
[End Mountain Chart]
+ Index comparison begins 2/29/96. The Standard & Poor's MidCap 400 Index is an
unmanaged measure of 400 domestic stocks chosen for market size (average
capitalization is $2.1 billion), liquidity and group representation. Index
returns are calculated monthly, assume reinvestment of dividends and, unlike
Fund returns, do not reflect any fees, expenses or sales charges. You cannot
invest directly in the Index.
Past performance does not guarantee future results. Return and share price
fluctuate, and your shares, when redeemed, may be worth more or less than
their original cost.
5
<PAGE>
PIONEER MID-CAP FUND
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/00
The first half of Pioneer Mid-Cap Fund's fiscal year ended on March 31, 2000. In
the following discussion, portfolio manager Eric J. Weigel discusses how the
market environment and his investment strategies affected the Fund's performance
over the last six months.
Q: MID-CAP STOCKS CONTINUED TO DO WELL OVER THE LAST SIX MONTHS. DID THE
FUND'S PERFORMANCE KEEP PACE?
A: Pioneer Mid-Cap Fund comfortably outdistanced its benchmark, the Standard &
Poor's MidCap 400 Index, in the six months ended March 31, 2000. Over that
period the Fund returned 53.36% for Class A shares, 52.62% for Class B
shares and 52.80% for Class C shares, all at net asset value, compared to
38.06% for the Index.
Among its peers, the Fund also outperformed the average return of 46.86%
recorded by the 607 mid-cap super group category of funds tracked by
Lipper, Inc. (Lipper is an independent firm that tracks mutual fund
performance.)
Q: THE STRENGTH IN MID-CAP STOCKS SHOWS THAT INVESTORS WERE BROADENING THEIR
INTEREST BEYOND LARGE-CAPITALIZATION STOCKS. WHAT BROUGHT ABOUT THAT SHIFT?
A: Particularly in the first three months of this year, there was a change in
sentiment away from dominant large-capitalization stocks that had been
driven to higher and higher valuations. By widening their perspectives to
include stocks of all sizes, investors found a long list of attractive
companies selling at lower price/earnings multiples (the price of a stock
divided by the company's earnings per share) despite their prospects for
strong earnings growth.
Q: THE PORTFOLIO HAS CHANGED QUITE A BIT RECENTLY. ARE YOU STILL MAKING
MODIFICATIONS?
A: In general, we have tried to refocus the Fund on its growth objective by
emphasizing a more "bottom-up" selection process. This involves analyzing
and selecting companies in light of their own prospects and trends in their
industries. In this approach, broad-based economic factors, like overall
economic growth and unemployment figures, play a relatively minor role. We
have also expanded the number of holdings in the Fund, from 88 to 146, over
the last 10 months in an effort to spread risk more broadly.
6
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PIONEER MID-CAP FUND
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Our stock selection and sector allocation have been successful overall.
Veritas Software, a specialist in data storage and retrieval, was the
Fund's strongest performer during the period, followed by Vitesse
Semiconductor, Qualcomm, Siebel Systems and American Power Conversion. Our
decision to underweight financial services stocks relative to the Index
helped performance, as did successful stock selection within the sector. We
took profits in AXA Financial, while TD Waterhouse Group and London Pacific
Group performed well. Montana Power and Enron contributed to results in the
utilities sector. In healthcare, Visx's stock price fell after losing a
patent infringement lawsuit against a competitor in the laser eye surgery
field.
Holdings among specialty retailers slumped as interest rates rose.
Abercrombie and Fitch and American Eagle are no longer in the portfolio,
but we believe a rebound is possible for TJX, whose lower-end Marshall's
and TJ Maxx stores may fare well as consumers back away from higher-priced
goods.
Q: TECHNOLOGY STOCKS REPRESENTED 49% OF THE FUND'S EQUITY HOLDINGS AT THE END
OF MARCH. DO YOU STILL FEEL CONFIDENT ABOUT THE FUTURE OF TECHNOLOGY AND
THE FUND'S TECHNOLOGY HOLDINGS?
A: Expanding the Fund's commitment to technology has been our most beneficial
move. This expansion came about as a result of our investment decisions and
because of the sector's strong performance through the period. The Fund
remains somewhat underweighted in technology compared to some of our peer
funds, reflecting a more cautious approach; in this fast-changing sector,
nimbleness may be a key attribute.
In our opinion, we are still in the early chapters of a lengthy technology
story. Our approach is to favor companies whose futures are tied to the
spread of technology and to the infrastructure of the Internet.
Manufacturers of semiconductors and of semiconductor capital goods are
examples. We think that growth in those sectors is more sustainable than it
is for the majority of high-visibility "dot-com" businesses. We also pay
close attention to emerging technologies such as wireless communications.
7
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PIONEER MID-CAP FUND
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/00 (CONTINUED)
Q: DO YOU SUBSCRIBE TO THE VIEW THAT WE NOW HAVE AN OLD ECONOMY AND A NEW
ECONOMY? HOW DOES YOUR OPINION AFFECT YOUR INVESTMENT CHOICES?
A: I think the dichotomy is quickly disappearing. Many old economy companies
have grasped the significance of the technology revolution. They are
investing in systems that improve their ability to compete in an economy
that is more globally integrated than ever before. In retail, for example,
we hold Best Buy and Circuit City. Both companies offer the latest
electronic products and appliances from traditional stores, but they are
also using technology to enhance Internet-based sales.
Q: LOOKING AHEAD, WHAT SECTORS DO YOU THINK WILL PERFORM WELL, AND HOW HAVE
YOU POSITIONED THE FUND TO TAKE ADVANTAGE OF THESE SECTORS?
A: In addition to technology, we also believe that telecommunications and
biotechnology will continue to grow in the months ahead. About 10% of the
fund is committed to telecommunications and 7% to biotech. In the latter
case, we took advantage of sharp price increases to reduce exposure
slightly, but we remain bullish about the industry's potential.
In summary, we remain optimistic about the prospects for mid-cap stocks and
believe they can play an important role in a long-term investor's
portfolio. These stocks offer many benefits, including the potential for
higher returns, but they may also be subject to greater short-term price
fluctuations than securities of large companies.
8
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PIONEER MID-CAP FUND
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SCHEDULE OF INVESTMENTS 3/31/00 (UNAUDITED)
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMMON STOCKS - 95.8%
BASIC MATERIALS - 1.5%
CHEMICALS (SPECIALTY) - 0.6%
130,000 Cytec Industries, Inc.* $ 3,981,250
150,000 Millenium Chemicals Inc. 3,000,000
--------------
$ 6,981,250
--------------
CONTAINERS & PACKAGING (PAPER) - 0.2%
60,000 Temple-Inland Inc. $ 2,988,750
--------------
PAPER & FOREST PRODUCTS - 0.7%
145,000 Bowater, Inc. $ 7,739,375
--------------
TOTAL BASIC MATERIALS $ 17,709,375
--------------
CAPITAL GOODS - 9.1%
ELECTRICAL EQUIPMENT - 7.7%
590,000 American Power Conversion Corp.* $ 25,296,250
125,000 Plexus Corp.* 8,328,125
170,000 Power-One, Inc.* 10,263,750
150,000 Sanmina Corp.* 10,134,375
400,000 SCI Systems, Inc.* 21,525,000
268,750 Vishay Intertechnology, Inc.* 14,949,219
--------------
$ 90,496,719
--------------
MACHINERY (DIVERSIFIED) - 0.3%
100,000 Applied Power Inc. $ 2,850,000
--------------
MANUFACTURING (SPECIALIZED) - 1.1%
300,000 Jabil Circuit Inc.* $ 12,975,000
--------------
TOTAL CAPITAL GOODS $ 106,321,719
--------------
COMMUNICATION SERVICES - 7.2%
CELLULAR/WIRELESS TELECOMMUNICATIONS - 2.9%
80,000 Powerwave Technologies, Inc.* $ 10,000,000
160,000 Voicestream Wireless Corp.* 20,610,000
75,000 Western Wireless Corp.* 3,435,937
--------------
$ 34,045,937
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
PIONEER MID-CAP FUND
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SCHEDULE OF INVESTMENTS 3/31/00 (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
TELECOMMUNICATIONS (LONG DISTANCE) - 0.8%
167,600 Allied Riser Communications Corp.* $ 5,824,100
220,000 Talk.com, Inc.* 3,520,000
--------------
$ 9,344,100
--------------
TELEPHONE - 3.5%
100,000 American Mobile Satellite Corp.* $ 2,400,000
150,000 CenturyTel, Inc. 5,568,750
80,000 Covad Communications Group Inc.* 5,800,000
124,700 Cypress Communications Inc.* 3,055,150
200,000 Intermedia Communications Inc.* 9,662,500
175,000 Qwest Communications International Inc.* 8,487,500
109,900 Williams Communications Group* 5,694,194
--------------
$ 40,668,094
--------------
TOTAL COMMUNICATION SERVICES $ 84,058,131
--------------
CONSUMER CYCLICALS - 9.4%
AUTO PARTS & EQUIPMENT - 0.6%
200,000 Gentex Corp.* $ 7,412,500
--------------
LEISURE TIME (PRODUCTS) - 0.1%
35,000 Uproar Inc.* $ 940,625
--------------
RETAIL (COMPUTERS & ELECTRONICS) - 2.2%
175,000 Best Buy Co., Inc.* $ 15,050,000
175,000 Circuit City Group, Inc. 10,653,125
--------------
$ 25,703,125
--------------
RETAIL (DISCOUNTERS) - 0.9%
200,000 Dollar Tree Stores, Inc.* $ 10,425,000
--------------
RETAIL (GENERAL MERCHANDISE) - 0.6%
170,000 BJ's Wholesale Club, Inc.* $ 6,566,250
--------------
RETAIL (HOME SHOPPING) - 0.5%
400,000 Shopnow.com, Inc.* $ 5,850,000
--------------
RETAIL (SPECIALTY) - 1.5%
190,000 Bed Bath & Beyond, Inc.* $ 7,481,250
80,000 Tiffany and Co., Inc. 6,690,000
105,000 Williams-Sonoma, Inc.* 3,255,000
--------------
$ 17,426,250
--------------
</TABLE>
10
The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
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<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
RETAIL (SPECIALTY-APPAREL) - 0.4%
200,000 TJX Companies, Inc. $ 4,437,500
--------------
SERVICES (ADVERTISING/MARKETING) - 1.2%
120,000 TMP Worldwide Inc.* $ 9,330,000
100,000 Young & Rubicam Inc. 4,700,000
--------------
$ 14,030,000
--------------
SERVICES (COMMERCIAL & CONSUMER) - 0.9%
275,000 Convergys Corp.* $ 10,621,875
--------------
TEXTILES (APPAREL) - 0.5%
200,000 Jones Apparel Group, Inc.* $ 6,375,000
--------------
TOTAL CONSUMER CYCLICALS $ 109,788,125
--------------
CONSUMER STAPLES - 3.1%
BROADCASTING (TELEVISION/RADIO/CABLE) - 1.7%
75,000 Adelphia Communications Corp.* $ 3,675,000
56,000 Echostar Communications Corp.* 4,424,000
50,000 Hispanic Broadcasting Corp.* 5,662,500
150,000 Insight Communications, Inc.* 3,093,750
90,000 XM Satellite Radio Holdings, Inc.* 3,138,750
--------------
$ 19,994,000
--------------
RESTAURANTS - 1.2%
225,000 Brinker International Inc.* $ 6,679,687
175,000 Starbucks Corp.* 7,842,187
--------------
$ 14,521,874
--------------
SERVICES (EMPLOYMENT) - 0.2%
200,000 Modis Professional Services, Inc.* $ 2,475,000
--------------
TOTAL CONSUMER STAPLES $ 36,990,874
--------------
ENERGY - 1.4%
OIL & GAS (DRILLING & EQUIPMENT) - 1.0%
250,000 Ensco International Inc. $ 9,031,250
75,000 Tidewater, Inc. 2,385,937
--------------
$ 11,417,187
--------------
OIL & GAS (REFINING & MARKETING) - 0.4%
150,000 Tosco Corp. $ 4,565,625
--------------
TOTAL ENERGY $ 15,982,812
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
PIONEER MID-CAP FUND
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SCHEDULE OF INVESTMENTS 3/31/00 (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
FINANCIAL - 4.0%
BANKS (REGIONAL) - 1.1%
90,000 Marshall and Ilsely Corp. $ 5,197,500
400,000 North Fork Bancorporation, Inc. 7,150,000
--------------
$ 12,347,500
--------------
FINANCIAL (DIVERSIFIED) - 0.2%
64,875 Marchfirst Inc.* $ 2,315,227
--------------
INSURANCE (PROPERTY/CASUALTY) - 0.6%
140,000 Allmerica Financial Corp. $ 7,140,000
--------------
INVESTMENT BANKING/BROKERAGE - 1.7%
100,000 AG Edwards Inc. $ 4,000,000
150,000 PaineWebber Group Inc. 6,600,000
250,000 TD Waterhouse Group, Inc.* 6,250,000
225,000 WIT Capital Group Inc.* 3,853,125
--------------
$ 20,703,125
--------------
INVESTMENT MANAGEMENT - 0.4%
200,000 London Pacific Group Ltd. (A.D.R.) $ 4,650,000
--------------
TOTAL FINANCIAL $ 47,155,852
--------------
HEALTHCARE - 10.4%
BIOTECHNOLOGY - 7.3%
205,000 Biogen Inc.* $ 14,324,375
200,000 Chiron Corp.* 9,975,000
39,900 Diversa Corp.* 1,875,300
100,000 Genetech Inc.* 15,200,000
125,000 Genzyme Corp.* 6,265,625
55,000 Gilead Sciences Inc.* 3,485,625
50,000 Human Genome Sciences Inc.* 4,153,125
70,000 Ilex Oncology Inc.* 2,940,000
90,000 Medimmune Inc.* 15,671,250
85,000 Millenium Pharmaceuticals, Inc.* 11,039,375
21,900 Sequenom Inc.* 862,313
--------------
$ 85,791,988
--------------
</TABLE>
12
The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
HEALTHCARE (DIVERSIFIED) - 2.0%
75,000 Allergan Inc. $ 3,750,000
50,000 Biovail Corp. International* 2,215,625
200,000 Elan Plc (A.D.R.)* 9,500,000
75,000 Entremed Inc.* 4,443,750
40,000 United Therapeutics Corp.* 3,110,000
--------------
$ 23,019,375
--------------
HEALTHCARE (DRUGS/MAJOR PHARMACUETICALS) - 0.5%
75,000 Forest Laboratories Inc.* $ 6,337,500
--------------
HEALTHCARE (MEDICAL PRODUCTS/SUPPLIES) - 0.2%
75,000 Biopure Corp.* $ 2,498,437
--------------
HEALTHCARE (SPECIALIZED SERVICES) - 0.4%
150,000 Lincare Holdings Inc.* $ 4,256,250
--------------
TOTAL HEALTHCARE $ 121,903,550
--------------
TECHNOLOGY - 46.5%
COMMUNICATIONS EQUIPMENT - 6.2%
250,000 ADC Telecommunications Inc.* $ 13,468,750
125,000 Ciena Corp.* 15,765,625
100,000 Com 21 Inc.* 4,700,000
30,000 ITXC Corp.* 1,411,875
18,750 Motorola Inc. 2,669,531
25,000 Next Level Communication Inc.* 2,718,750
25,000 Qualcomm Inc.* 3,732,812
200,000 Scientific-Atlanta Inc. 12,687,500
75,000 Terayon Communication Systems Inc. 15,375,000
--------------
$ 72,529,843
--------------
COMPUTERS (NETWORKING) - 2.3%
14,800 Akamai Technologies Inc.* $ 2,380,025
900 Arrowpoint Communications Inc.* 106,636
94,900 Fastnet Corp.* 1,150,663
24,500 Firstworld Communications Inc.* 499,188
75,000 Network Peripherals Inc.* 2,662,500
40,000 Network Solutions Inc.* 6,148,125
120,000 Radware Ltd.* 4,650,000
125,000 Verio Inc.* 5,632,813
11,900 Webmethods Inc.* 2,872,363
--------------
$ 26,102,313
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/00 (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
COMPUTERS (PERIPHERALS) - 1.6%
30,000 EMC Corp.* $ 3,750,000
670,000 Quantum Corp.* 7,998,125
200,000 Xircom Inc.* 7,400,000
--------------
$ 19,148,125
--------------
COMPUTERS (SOFTWARE & SERVICES) - 16.2%
50,000 Activard SA (A.D.R.) $ 2,131,250
80,000 Adobe Systems, Inc. 8,905,000
20,500 Digex Inc.* 2,274,219
50,000 Electronic Arts Inc.* 3,559,375
50,000 Inktomi Corp.* 9,750,000
225,000 Intuit Inc.* 12,234,375
100,000 Legato Systems Inc.* 4,462,500
200,000 Mail.com Inc.* 3,450,000
40,000 Microsoft Corp.* 4,250,000
150,000 Network Associates, Inc. * 4,837,500
100,000 Peregrine Systems Inc.* 6,706,250
150,000 Perot Systems Corp.* 3,018,750
200,000 Rational Software Corp.* 15,300,000
190,000 Siebel Systems Inc.* 22,693,125
225,000 Sybase Inc.* 4,570,313
75,000 Symantec Corp.* 5,634,375
130,000 Synopsys Inc.* 6,337,500
99,900 US Internetworking Inc.* 3,871,125
450,750 Veritas Software Corp.*+ 59,048,250
203,000 Wind River Systems, Inc.* 7,358,750
--------------
$ 190,392,657
--------------
ELECTRONICS (COMPONENT DISTRIBUTORS) - 1.4%
150,000 Flextronics International Ltd.* $ 10,565,625
110,000 Sawtech Inc.* 5,781,875
--------------
$ 16,347,500
--------------
ELECTRONICS (INSTRUMENTATION) - 0.6%
75,000 Waters Corp.* $ 7,143,750
--------------
</TABLE>
14
The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
ELECTRONICS (SEMICONDUCTORS) - 11.1%
200,000 Adaptec Inc.* $ 7,725,000
240,000 Altera Corp.* 21,420,000
240,000 Cypress Semiconductor Corp.* 11,835,000
100,000 Linear Technology Corp.* 5,500,000
200,000 Maxim Integrated Products, Inc. * 14,212,500
70,000 Microchip Technology Inc.* 4,602,500
50,000 Nvidia Corp.* 4,224,219
375,000 Vitesse Semiconductor Corp.* 36,093,750
300,000 Xilinx, Inc.* 24,843,750
--------------
$ 130,456,719
--------------
EQUIPMENT (SEMICONDUCTORS) - 6.2%
13,800 Avanex Corp.* $ 2,094,150
75,000 Brooks Automation Inc.* 4,687,500
30,000 Emcore Corp.* 3,451,875
200,000 KLA Tencor Corp.* 16,850,000
120,000 Lam Research Corp.* 5,407,500
210,000 Novellus Systems, Inc.* 11,786,250
100,000 PRI Automation Inc.* 6,112,500
160,000 Teradyne Inc.* 13,160,000
120,000 Veeco Instruments, Inc.* 8,880,000
--------------
$ 72,429,775
--------------
SERVICES (DATA PROCESSING) - 0.9%
95,000 DST Systems, Inc.* $ 6,169,062
125,000 Fiserv, Inc.* 4,648,437
--------------
$ 10,817,499
--------------
TOTAL TECHNOLOGY $ 545,368,181
--------------
TRANSPORTATION - 1.0%
AIR FREIGHT - 0.3%
130,000 CNF Transportation Inc. $ 3,607,500
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/00 (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
RAILROADS - 0.7%
100,000 Kansas City Southern Industries, Inc. $ 8,593,750
--------------
TOTAL TRANSPORATION $ 12,201,250
--------------
UTILITIES - 2.2%
ELECTRIC COMPANIES - 1.2%
225,000 Montana Power Co. $ 14,400,000
--------------
NATURAL GAS - 1.0%
150,000 Enron Corp. $ 11,231,250
--------------
TOTAL UTILITIES $ 25,631,250
--------------
TOTAL COMMON STOCKS
(Cost $687,268,973) $1,123,111,119
--------------
<CAPTION>
PRINCIPAL
AMOUNT
<C> <S> <C>
TEMPORARY CASH INVESTMENTS - 4.2%
COMMERCIAL PAPER - 4.2%
$26,275,000 American Express Credit Corp., 6.1%, 4/4/00 $ 26,275,000
23,615,000 Ford Motor Credit Corp., 6.01%, 4/3/00 23,615,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $49,890,000) $ 49,890,000
--------------
TOTAL INVESTMENT IN SECURITIES - 100.0%
(Cost $737,158,973)(a) $1,173,001,119
--------------
</TABLE>
* Non-income producing security.
+ A portion of this investment has been pledged to cover margin
requirements for futures contracts outstanding at March 31, 2000.
(a) At March 31, 2000, the net unrealized gain on investments based on
cost for federal income tax purposes of $737,158,973 was as
follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments
in which there is an excess of value over tax cost $469,212,032
Aggregate gross unrealized loss for all investments
in which there is an excess of tax cost over value (33,369,886)
------------
Net unrealized gain $435,842,146
------------
</TABLE>
Purchases and sales of securities (excluding temporary cash
investments) for the six months ended March 31, 2000, aggregated
$411,703,431 and $407,311,149, respectively.
16
The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
BALANCE SHEET 3/31/00 (UNAUDITED)
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary
cash investments of $49,890,000) (cost $737,158,973) $1,173,001,119
Cash 735
Receivables -
Investment securities sold 12,479,083
Fund shares sold 819,115
Dividends and interest 122,438
Variation margin 1,691,500
Other 19,481
--------------
Total assets $1,188,133,471
--------------
LIABILITIES:
Payables -
Investments purchased $ 5,864,976
Fund shares repurchased 1,188,927
Due to affiliates 960,832
Accrued expenses 124,067
Other 242,963
--------------
Total liabilities $ 8,381,765
--------------
NET ASSETS:
Paid-in capital $ 678,515,329
Accumulated net investment loss (1,953,711)
Accumulated undistributed net realized gain on
investments and futures contracts 67,917,502
Net unrealized gain on investments 435,842,146
Net unrealized loss on futures contracts (569,560)
--------------
Total net assets $1,179,751,706
--------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,104,711,272/46,642,007 shares) $ 23.68
--------------
Class B (based on $65,634,270/2,945,236 shares) $ 22.28
--------------
Class C (based on $9,406,164/409,740 shares) $ 22.96
--------------
MAXIMUM OFFERING PRICE:
Class A $ 25.12
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED 3/31/00
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $8,820) $ 1,350,654
Interest 1,029,363
------------
Total investment income $ 2,380,017
------------
EXPENSES:
Management fees
Basic fee $ 2,977,083
Performance adjustment (617,934)
Transfer agent fees
Class A 642,173
Class B 59,791
Class C 8,321
Distribution fees
Class A 950,784
Class B 128,672
Class C 24,112
Administrative fees 104,462
Custodian fees 50,334
Professional 29,220
Registration fees 25,748
Printing 28,016
Fees and expenses of nonaffiliated trustees 10,788
Miscellaneous 9,066
------------
Total expenses $ 4,430,636
Less fees paid indirectly (96,908)
------------
Net expenses $ 4,333,728
------------
Net investment loss $ (1,953,711)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES
CONTRACTS:
Net realized gain from:
Investments $ 70,564,593
Futures contracts 3,189,872 $ 73,754,465
------------ ------------
Change in net unrealized gain or loss from:
Investments $322,744,776
Futures contracts (37,960) $322,706,816
------------ ------------
Net gain on investments and futures contracts $396,461,281
------------
Net increase in net assets resulting from
operations $394,507,570
------------
</TABLE>
18
The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED 3/31/00 AND THE YEAR ENDED 9/30/99
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
3/31/00 YEAR ENDED
(UNAUDITED) 9/30/99
<S> <C> <C>
FROM OPERATIONS:
Net investment loss $ (1,953,711) $ (2,157,525)
Net realized gain on investments and futures contracts 73,754,465 137,848,938
Change in net unrealized gain on investments and futures
contracts 322,706,816 10,279,849
-------------- -------------
Net increase in net assets resulting from
operations $ 394,507,570 $ 145,971,262
-------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain:
Class A ($3.09 and $1.45 per share, respectively) $ (124,379,947) $ (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) (546,123) (198,399)
-------------- -------------
Total distributions to shareholders $ (127,479,654) $ (67,050,798)
-------------- -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 189,089,968 $ 240,793,033
Reinvestment of distributions 119,014,409 62,887,503
Cost of shares repurchased (148,511,101) (404,156,562)
-------------- -------------
Net increase (decrease) in net assets resulting
from fund share transactions $ 159,593,276 $(100,476,026)
-------------- -------------
Net increase (decrease) in net assets $ 426,621,192 $ (21,555,562)
NET ASSETS:
Beginning of period 753,130,514 774,686,076
-------------- -------------
End of period (including accumulated net investment loss
of $1,953,711 and $0, respectively) $1,179,751,706 $ 753,130,514
-------------- -------------
</TABLE>
<TABLE>
<CAPTION>
CLASS A '00 SHARES '00 AMOUNT '99 SHARES '99 AMOUNT
<S> <C> <C> <C> <C>
Shares sold 5,413,289 $ 114,176,953 11,260,083 $ 201,955,045
Reinvestment of distributions 6,429,086 116,109,271 3,790,939 61,943,942
Less shares repurchased (6,104,165) (124,973,424) (20,558,938) (369,941,102)
--------- ------------- ---------- -------------
Net increase (decrease) 5,738,210 $ 105,312,800 (5,507,916) $(106,042,115)
--------- ------------- ---------- -------------
CLASS B
Shares sold 2,907,213 $ 60,607,189 801,404 $ 13,854,741
Reinvestment of distributions 140,042 2,389,122 49,019 771,073
Less shares repurchased (722,431) (13,937,287) (603,225) (10,384,022)
--------- ------------- ---------- -------------
Net increase 2,324,824 $ 49,059,024 247,198 $ 4,241,792
--------- ------------- ---------- -------------
CLASS C
Shares sold 719,087 $ 14,305,826 1,413,709 $ 24,983,247
Reinvestment of distributions 29,386 516,016 10,734 172,488
Less shares repurchased (508,892) (9,600,390) (1,343,864) (23,831,438)
--------- ------------- ---------- -------------
Net increase 239,581 $ 5,221,452 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 3/31/00
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
3/31/00 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
CLASS A (UNAUDITED) 9/30/99 9/30/98 9/30/97 9/30/96 9/30/95
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 18.08 $ 16.53 $ 23.39 $ 21.12 $ 21.48 $ 19.92
---------- ---------- ---------- --------- --------- ---------
Increase (decrease) from investment
operations:
Net investment income (loss) $ (0.04) $ (0.05) $ (0.07) $ (0.08) $ 0.18 $ 0.24
Net realized and unrealized gain (loss)
on investments and futures contracts 8.73 3.05 (3.44) 4.23 1.47 2.70
---------- ---------- ---------- --------- --------- ---------
Net increase (decrease) from
investment operations $ 8.69 $ 3.00 $ (3.51) $ 4.15 $ 1.65 $ 2.94
Distributions to shareholders:
Net investment income - - - - (0.30) (0.23)
Net realized gain (3.09) (1.45) (3.35) (1.88) (1.71) (1.15)
---------- ---------- ---------- --------- --------- ---------
Net increase (decrease) in net asset value $ 5.60 $ 1.55 $ (6.86) $ 2.27 $ (0.36) $ 1.56
---------- ---------- ---------- --------- --------- ---------
Net asset value, end of period $ 23.68 $ 18.08 $ 16.53 $ 23.39 $ 21.12 $ 21.48
---------- ---------- ---------- --------- --------- ---------
Total return* 53.36% 19.09% (15.90)% 21.36% 8.61% 16.24%
Ratio of net expenses to average net
assets+ 0.89%** 0.88% 0.79% 0.87% 0.90% 0.85%
Ratio of net investment income (loss) to
average net assets+ (0.39)%** (0.27)% (0.35)% (0.37)% 0.85% 1.18%
Portfolio turnover rate 169%** 150% 110% 63% 75% 19%
Net assets, end of period (in thousands) $1,104,711 $739,427 $767,257 $1,048,648 $1,008,177 $1,082,154
Ratios assuming reduction for fees paid
indirectly:
Net expenses 0.87%** 0.86% 0.79% 0.85% 0.88% -
Net investment income (loss) (0.37)%** (0.25)% (0.35)% (0.35)% 0.87% -
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charges were taken into account.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 3/31/00
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
3/31/00(A) YEAR ENDED YEAR ENDED YEAR ENDED 2/1/96 TO
CLASS B (UNAUDITED) 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) $ (0.16) $ (0.10) $(0.18) $(0.22) $ 0.12
Net realized and unrealized gain (loss) on
investments and futures contracts 8.29 2.80 (3.46) 4.06 1.78
---------- ---------- --------- --------- ---------
Net increase (decrease) from investment
operations $ 8.13 $ 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 $ 5.04 $ 1.25 $(6.99) $ 1.96 $ 1.74
---------- ---------- --------- --------- ---------
Net asset value, end of period $ 22.28 $ 17.24 $15.99 $22.98 $21.02
---------- ---------- --------- --------- ---------
Total return* 52.62% 17.76% (16.86)% 19.87% 9.88%
Ratio of net expenses to average net assets+ 2.02%** 1.91% 1.81% 2.00% 1.68%**
Ratio of net investment loss to average net
assets+ (1.56)%** (1.31)% (1.38)% (1.51)% (0.26)%**
Portfolio turnover rate 169%** 150% 110% 63% 75%
Net assets, end of period (in thousands) $65,634 $10,699 $5,969 $5,045 $4,939
Ratios assuming reduction for fees paid
indirectly:
Net expenses 2.01%** 1.89% 1.80% 1.96% 1.66%**
Net investment loss (1.55)%** (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 3/31/00
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
3/31/00(A) YEAR ENDED YEAR ENDED YEAR ENDED 2/1/96 TO
CLASS C (UNAUDITED) 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) $(0.14) $(0.07) $(0.18) $(0.20) $ 0.03
Net realized and unrealized gain (loss) on
investments and futures contracts 8.53 2.88 (3.50) 4.29 1.93
---------- --------- --------- --------- ---------
Net increase (decrease) from investment
operations $ 8.39 $ 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 $ 5.30 $ 1.36 $(7.03) $ 2.21 $ 1.84
---------- --------- --------- --------- ---------
Net asset value, end of period $22.96 $17.66 $16.30 $23.33 $21.12
---------- --------- --------- --------- ---------
Total return* 52.80% 18.13% (16.77)% 21.07% 10.18%
Ratio of net expenses to average net assets+ 1.90%** 1.86% 1.75% 1.91% 1.96%**
Ratio of net investment loss to average net
assets+ (1.42)%** (1.26)% (1.31)% (1.43)% (0.29)%**
Portfolio turnover rate 169%** 150% 110% 63% 75%
Net assets, end of period (in thousands) $9,406 $3,005 $1,460 $ 752 $ 379
Ratios assuming reduction for fees paid
indirectly:
Net expenses 1.88%** 1.82% 1.74% 1.87% 1.93%**
Net investment loss (1.40)%** (1.22)% (1.30)% (1.39)% (0.26)%**
</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.
22
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/00 (UNAUDITED)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Pioneer Mid-Cap Fund (the Fund) is a Delaware business trust registered
under the Investment Company Act of 1940 as a diversified, open-end
management investment company. The investment objective of the Fund is
to seek capital growth.
The Fund offers three classes of shares - Class A, Class B and Class C
shares. Shares of Class A, Class B and Class C each represent an
interest in the same portfolio of investments of the Fund and have
equal rights to voting, redemptions, dividends and liquidation, except
that each class of shares can bear different transfer agent and
distribution fees and have exclusive voting rights with respect to the
distribution plans that have been adopted by Class A, Class B and Class
C shareholders, respectively.
The Fund's financial statements have been prepared in conformity with
generally accepted accounting principles that require the management of
the Fund to, among other things, make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those
estimates. The following is a summary of significant accounting
policies consistently followed by the Fund, which are in conformity
with those generally accepted in the investment company industry:
A. SECURITY VALUATION
Security transactions are recorded 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 3/31/00 (UNAUDITED) (CONTINUED)
Gains and losses on sales of investments are calculated on the
identified cost method for both financial reporting and federal
income tax purposes. It is the Fund's practice to first select for
sale those securities that have the highest cost and also qualify
for long-term capital gain or loss treatment for tax purposes.
B. FUTURES CONTRACTS
The Fund may enter into futures transactions to hedge against changes
in interest rates, securities prices, and currency rates or to seek
to increase total return. Upon entering into a futures contract, the
Fund is required to deposit with a broker an amount of cash or
securities equal to the minimum "initial margin" requirements of the
associated futures exchange. Subsequent payments for futures
contracts ("variation margin") are paid or received 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 the underlying
securities. These risks may decrease the effectiveness of the Fund's
hedging strategies and potentially result in a loss.
At March 31, 2000, open futures contracts were as follows:
<TABLE>
<CAPTION>
NUMBER OF SETTLEMENT MARKET UNREALIZED
TYPE CONTRACTS MONTH VALUE GAIN (LOSS)
---- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
Russell 2000 40 6/00 $10,907,000 $(1,387,630)
S&P MidCap 400 140 6/00 $35,374,500 818,070
-----------
$ (569,560)
-----------
</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
24
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
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.
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 $24,822 in underwriting commissions on the sale of
fund shares during the six months ended March 31, 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 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. For the six months ended March 31, 2000, the
aggregate performance adjustment resulted in a reduction to the basic
fee of $617,934. The management fee was equivalent to a rate of 0.493%
of average daily net assets.
25
<PAGE>
PIONEER MID-CAP FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/00 (UNAUDITED) (CONTINUED)
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In addition, under the management and administration agreements,
certain other services and costs, including accounting, regulatory
reporting and insurance premiums, are paid by the Fund. At March 31,
2000, $551,886 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 $167,322 in transfer agent fees
payable to PSC at March 31, 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 $241,624 in distribution fees payable to PFD at March 31,
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 imposed
on redemptions of certain net asset value purchases of Class A shares
within one year of purchase. Class B shares that are redeemed within
six years of purchase are subject to a CDSC at declining rates
beginning at 4.0%, based on the lower of cost or market value of shares
being redeemed. Redemptions of Class C shares within one year of
purchase are subject to a CDSC of 1.00%. Proceeds from the CDSCs are
paid to PFD. For the six months ended March 31, 2000, CDSCs in the
amount of $70,459 were paid to PFD.
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PIONEER MID-CAP FUND
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5. EXPENSE OFFSETS
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For
the six months ended March 31, 2000, the Fund's expenses were reduced
by $96,908 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 six months ended March
31, 2000, the Fund had no borrowings under this agreement.
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PIONEER MID-CAP FUND
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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
John W. Kendrick Eric W. Reckard, Treasurer
Marguerite A. Piret Joseph P. Barri, Secretary
David D. Tripple
Stephen K. West
John Winthrop
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INVESTMENT ADVISER
Pioneer Investment Management, Inc.
CUSTODIAN
Brown Brothers Harriman & Co.
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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HOW TO CONTACT PIONEER
We are pleased to offer a variety of convenient ways for you to
contact us for assistance or information.
CALL US FOR:
ACCOUNT INFORMATION, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FACTFONE(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
RETIREMENT PLANS INFORMATION 1-800-622-0176
TELECOMMUNICATIONS DEVICE FOR THE DEAF (TDD) 1-800-225-1997
WRITE TO US:
Pioneering Services Corporation
60 State Street
Boston, Massachusetts 02109
OUR TOLL-FREE FAX 1-800-225-4240
OUR INTERNET E-MAIL ADDRESS [email protected]
(for general questions about Pioneer only)
VISIT OUR WEBSITE: WWW.PIONEERFUNDS.COM
THIS REPORT MUST BE PRECEDED OR ACCOMPANIED BY A CURRENT
FUND PROSPECTUS.
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Pioneer Logo PIONEER INVESTMENT MANAGEMENT, INC. 8126-00-0500
60 STATE STREET G PIONEER FUNDS DISTRIBUTOR,
BOSTON, MASSACHUSETTS 02109 INC.
WWW.PIONEERFUNDS.COM RECYCLE LOGO PRINTED ON
RECYCLED PAPER
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