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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-03564
Pioneer Mid Cap Growth Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: September 30
Date of reporting period: October 1, 2006 through September 30, 2007
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
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PIONEER
-------
MID CAP
GROWTH
FUND
PITHX
Ticker Symbol
Annual
Report
9/30/07
[LOGO]PIONEER
Investments(R)
Table of Contents
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Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 7
Prices and Distributions 8
Performance Update 9
Comparing Ongoing Fund Expenses 13
Schedule of Investments 15
Financial Statements 21
Notes to Financial Statements 29
Report of Independent Registered Public Accounting Firm 37
Trustees, Officers and Service Providers 38
President's
Dear Shareowner,
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Staying diversified and keeping your portfolio invested in the markets are two
general investment principles that have served investors well over time. They
were particularly useful guides during the past year, when an otherwise healthy
long-term bull market was buffeted by problems in the mortgage and banking
industries.
Since mid-year, issues tied to poor underwriting practices in the subprime
sector of the mortgage industry and to problems with risk management by banks
and hedge funds have resulted in increased market volatility and rising concern
about risks to U.S. economic growth.
Even against this backdrop, the long-term performance of major asset classes
remained positive. In the 12 months ending September 30, 2007, equity investors
were generally rewarded as, despite several interim corrections, the Standard &
Poor's 500 Index returned 16%, the Dow Jones Industrial Average returned 22%,
and the NASDAQ Composite Index returned 20%. International developed and
emerging markets equities performed even better, reflecting both a weakening
dollar (which boosts returns for U.S. dollar-based investors) and strong local
currency returns, with the MSCI EAFE Developed Market Index returning 25% and
the MSCI Emerging Markets Index returning 59% over the same 12-month period.
The U.S. bond market, as measured by the Lehman Aggregate Bond Index, returned
5% in the 12 months ending September 30, 2007. The U.S. high-yield bond market,
as measured by the Merrill Lynch High Yield Bond Master II Index, returned 8%
for the same period, reflecting its higher coupon yield.
U.S. economic growth has slowed in the past year, but this was due as much to
the natural maturation of the cyclical expansion, as U.S. factories approached
full utilization and the labor market approached full employment, as it was to
rising commodity prices or short-term interest rates. This slowdown was,
therefore, not entirely unwelcome, as it reduced the threat of higher
inflation. More recently, however, there has been increasing concern that
falling home prices, and/or disruptions in financial markets pose a larger
threat to continuing economic growth. A weaker U.S. dollar has put upward
pressure on some prices, but it has also benefited exporters and companies
competing in the global marketplace.
Although U.S. economic growth has slowed, growth in the rest of the world
remains relatively strong. In Europe, robust GDP growth driven by a positive
operating environment for European companies, especially exporters, has driven
unemployment lower and supported growing consumption, although concerns about
the impact of the strong Euro are a persistent source of worry. Japanese
economic growth continues, albeit at a muted rate, and the country's
deflationary problems are gradually receding. Economic growth in
2
Letter
emerging market countries remains faster than in the developed world as they
persist in "catching up," led by China, which continues its rise as a world
economic power.
The U.S. Federal Reserve and the world's other central banks have pursued
policies aimed at producing low and stable inflation, believed to be the best
backdrop for steady economic growth and low average unemployment over the long
term. Keeping inflation low is also an important support for stock and bond
valuations, and so central bank policies have also been "investor friendly."
Looking forward, the economic outlook appears generally positive, although real
estate prices, subprime mortgage defaults, and the possibility of a systemic
liquidity/credit crunch all represent sources of risk. Central banks responded
to this summer's liquidity squeeze in the inter-bank and commercial paper
markets by acting as "lenders of last resort" and, in September 2007, the Fed
cut rates to limit the risk of credit market problems spreading to the broader
economy. While falling risk tolerances and reducing leverage may depress asset
prices in the short term, valuations look reasonable if "Wall Street" problems
do not spread to the broader "Main Street" economy.
Sudden swings in the markets are always to be expected. Just as staying
diversified and invested are important investment principles, it is also
important to pay attention to asset allocation. As always, we encourage you to
work closely with your financial advisor to find the mix of stocks, bonds and
money market assets that is aligned to your particular risk tolerance and
investment objective.
Respectfully,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
3
Pioneer Mid Cap Growth Fund
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/07
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Mid cap growth stocks scored solid gains over the Fund's recently completed
fiscal year ended September 30, 2007 as equity markets overcame bouts of severe
volatility. In the pages that follow, co-managers Andrew Acheson and Timothy
Mulrenan describe the market background and the factors that affected
performance during Pioneer Mid Cap Growth Fund's latest fiscal year.
Q: Please describe market conditions over the past 12 months ended September
30, 2007.
A: U.S. equity markets fought through significant headwinds this year to
record respectable gains. Markets grew volatile early in 2007 amid the
first signs of trouble in the subprime mortgage arena. Stocks then moved
higher until more widespread credit concerns triggered a sharp mid-summer
decline. The Federal Reserve Board's half-percentage point rate cut in
September shored up investor confidence, allowing stocks to resume their
climb, with major indices closing out the period at or near record
levels. The strength of the market's rebound traces back to corporate
earnings, which exceeded consensus expectations for each quarter of the
12-month period ended September 30, 2007.
Q: How did the Fund perform in that environment?
A: Pioneer Mid Cap Growth Fund's Class A shares had a total return of 20.54%,
at net asset value, for the 12 months ended September 30, 2007. The
Russell Mid Cap Growth Index, the Fund's benchmark, had a return of
21.22% for the same period. During the period the average return of the
617 funds in Lipper's Mid Cap Growth category was 25.56%.
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most
recent month-end performance results. Current performance may be lower or
higher than the performance data quoted.
The performance data quoted represent past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
4
Pioneer Mid Cap Growth Fund
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Q: Which of your investment strategies most affected the Fund's results during
the 12-month period ended September 30, 2007?
A: Our commitments to materials, energy and industrial companies were key
drivers of the period's strong returns. The Fund and its benchmark had
roughly equal weightings in these sectors. Within those sectors, the
Fund's selections outperformed the benchmark's holdings. Nevertheless,
Fund performance lagged the benchmark overall. Laggards included some
financial and consumer stocks, although our consumer holdings did well
overall. Our more conservative approach to growth investing may account
for the Fund's underperformance within its Lipper peer group.
Q: Which stocks contributed favorably over the 12-month period ended September
30, 2007?
A: Freeport McMoRan, a major copper miner, continued to report good earnings
thanks to surging demand from China and India. The Fund also benefited
when Freeport acquired competitor Phelps Dodge on favorable terms to
shareholders. We took profits in Terex, the world's third-largest
heavy-equipment maker. High prices for minerals have intensified mining
activity, producing brisk demand for earth-moving and related machinery
at a time of short supply. In energy, Weatherford International, which
provides advanced services to oil companies, benefited from increased
drilling activity, especially outside the United States. Refiner Tesoro
Petroleum moved higher as margins widened, although shares later slid
back. New product introductions aided results at Juniper Networks, which
makes routers and other network components for delivering enhanced media
content over the Internet. We took some profits in Hansen Natural, whose
fruit juices and energy drinks are well-positioned as consumers move away
from carbonated beverages.
Q: What were some of the disappointments during the 12-month period ended
September 30, 2007?
A: Results were unsatisfactory in the troubled financial services sector
despite our underweight position compared to the benchmark. Concerns
about its mortgage portfolio pressured shares of on-line broker, E-Trade,
while difficulties stemming from a recent merger undercut Legg Mason's
stock. In technology, we were premature in our commitment to Network
Appliance, makers of network-linked
5
Pioneer Mid Cap Growth Fund
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/07 (continued)
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storage platforms. Although earnings slipped during this period, we
anticipate a profit rebound and are maintaining the Fund's position. We
sold Marvell Technology because of weak demand for hard drives that employ
its controller chips. Marvell's results have failed to justify its high
valuation. We also eliminated Constellation Brands, a wine distributor,
which is feeling competitive pressure from lower-priced Australian wines.
Q: What is your outlook for the economy and for mid-cap stocks in the months
ahead?
A: We believe economic growth will slow coming into the new year, in part
because consumers are likely to rein in spending in the face of steep
energy prices and higher mortgage payments as millions of adjustable rate
mortgages are reset. For that reason, we are uncomfortable with most
consumer stocks at this point. The broader U.S. economy has absorbed high
oil prices without noticeable impact. Corporate cash flows are robust and
equity valuations still appear reasonable despite the price gains of
recent years.
We are finding opportunities in selected areas such as technology, where
the Fund is currently overweight compared to the benchmark. We are also
overweight in health care and less so in materials stocks. In financials,
we continue to emphasize capital markets and asset-management companies,
while steering away from banks, thrifts and consumer finance firms, which
are more vulnerable to possible disruptions in the credit markets.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political or regulatory developments or other risks affecting these
industries or sectors. Investing in mid-sized companies may offer the potential
for higher returns, but is also subject to greater short-term price
fluctuations than larger, more-established companies.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
6
Pioneer Mid Cap Growth Fund
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PORTFOLIO SUMMARY 9/30/07
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Portfolio Diversification
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(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 81.3%
Temporary Cash Investments 13.6%
Depositary Receipts for International Stocks 5.1%
Sector Distribution
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(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Information Technology 24.1%
Health Care 15.5%
Consumer Discretionary 13.5%
Industrials 13.4%
Energy 10.4%
Financials 9.7%
Consumer Staples 8.3%
Materials 5.1%
10 Largest Holdings
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(As a percentage of equity holdings)*
1. TJX Companies, Inc. 3.15%
2. Loews Corp Carolina Group 3.12
3. Abercrombie & Fitch Co. 2.97
4. Teva Pharmaceutical Industries, Ltd. 2.90
5. F5 Networks, Inc. 2.61
6. Parker Hannifin Corp. 2.59
7. Juniper Networks, Inc. 2.57
8. Autodesk, Inc. 2.35
9. Freeport-McMoRan Copper & Gold, Inc. (Class B) 2.34
10. L-3 Communications Holdings, Inc. 2.31
* This list excludes temporary cash and derivative instruments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any security
listed.
7
Pioneer Mid Cap Growth Fund
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PRICES AND DISTRIBUTIONS
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Net Asset Value Per Share
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Class 9/30/07 9/30/06
----- ------- -------
A $17.35 $15.38
B $14.35 $13.04
C $14.97 $13.54
Y $17.54 $15.48
Distributions Per Share
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10/1/06 - 9/30/07
-----------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
----- ------ ------------- -------------
A $ - $0.6045 $0.4598
B $ - $0.6045 $0.4598
C $ - $0.6045 $0.4598
Y $ - $0.6045 $0.4598
8
Pioneer Mid Cap Growth Fund
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PERFORMANCE UPDATE 9/30/07 CLASS A SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund at public offering price,
compared to that of the Russell Midcap Growth Index.
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Average Annual Total Returns
(As of September 30, 2007)
Net Asset Public Offering
Period Value (NAV) Price (POP)
10 Years 4.04% 3.43%
5 Years 14.79 13.44
1 Year 20.54 13.59
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Expense Ratio
(Per prospectus dated February 1, 2007)
Gross Net
0.91% 0.91%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Mid Cap Russell Midcap
Growth Fund Growth Index
9/97 $ 9,425 $10,000
$ 7,935 $ 9,063
9/99 $ 9,438 $12,434
$14,151 $19,940
9/01 $ 8,454 $ 9,618
$ 7,027 $ 8,127
9/03 $ 9,233 $11,288
$ 9,968 $12,831
9/05 $11,170 $15,843
$11,621 $16,958
9/07 $14,007 $20,557
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. 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 an index.
9
Pioneer Mid Cap Growth Fund
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PERFORMANCE UPDATE 9/30/07 CLASS B SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund, compared to that of the Russell
Midcap Growth Index.
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Average Annual Total Returns
(As of September 30, 2007)
If If
Period Held Redeemed
10 Years 2.76% 2.76%
5 Years 13.36 13.36
1 Year 19.07 15.07
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Expense Ratio
(Per prospectus dated February 1, 2007)
Gross Net
2.26% 2.26%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Mid Cap Russell Midcap
Growth Fund Growth Index
9/97 $10,000 $10,000
$ 8,325 $ 9,063
9/99 $ 9,791 $12,434
$14,540 $19,940
9/01 $ 8,567 $ 9,618
$ 7,013 $ 8,127
9/03 $ 9,102 $11,288
$ 9,709 $12,831
9/05 $10,737 $15,843
$11,023 $16,958
9/07 $13,125 $20,557
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). Effective December 1, 2004, the period during which a CDSC is applied
to withdrawals was shortened to 5 years. The maximum CDSC for Class B shares
continues to be 4%. For more complete information, please see the prospectus
for details. Note: Shares purchased prior to December 1, 2004 remain subject to
the CDSC in effect at the time you purchased those shares. For performance
information for shares purchased prior to December 1, 2004, please visit
www.pioneerinvestments.com/bshares.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses
will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. 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 an index.
10
Pioneer Mid Cap Growth Fund
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PERFORMANCE UPDATE 9/30/07 CLASS C SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund, compared to that of the Russell
Midcap Growth Index.
- -------------------------------------------------------------
Average Annual Total Returns
(As of September 30, 2007)
If If
Period Held Redeemed
10 Years 2.83% 2.83%
5 Years 13.44 13.44
1 Year 19.26 19.26
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Expense Ratio
(Per prospectus dated February 1, 2007)
Gross Net
2.08% 2.08%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Mid Cap Russell Midcap
Growth Fund Growth Index
9/97 $10,000 $10,000
$ 8,333 $ 9,063
9/99 $ 9,831 $12,434
$14,610 $19,940
9/01 $ 8,610 $ 9,618
$ 7,039 $ 8,127
9/03 $ 9,113 $11,288
$ 9,733 $12,831
9/05 $10,778 $15,843
$11,087 $16,958
9/07 $13,222 $20,557
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). The performance of Class C shares does not
reflect the 1% front-end sales charge in effect prior to February 1, 2004. If
you paid a 1% sales charge, your returns would be lower than those shown above.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. 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 an index.
11
Pioneer Mid Cap Growth Fund
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PERFORMANCE UPDATE 9/30/07 CLASS Y SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund, compared to that of the Russell
Midcap Growth Index.
- -------------------------------------------------------------
Average Annual Total Returns
(As of September 30, 2007)
If If
Period Held Redeemed
10 Years 4.15% 4.15%
5 Years 15.03 15.03
1 Year 21.01 21.01
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Expense Ratio
(Per prospectus dated February 1, 2007)
Gross Net
0.51% 0.51%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Mid Cap Russell Midcap
Growth Fund Growth Index
9/97 $10,000 $10,000
$ 8,420 $ 9,063
9/99 $10,015 $12,434
$15,016 $19,940
9/01 $ 8,971 $ 9,618
$ 7,456 $ 8,127
9/03 $ 9,797 $11,288
$10,578 $12,831
9/05 $11,876 $15,843
$12,410 $16,958
9/07 $15,017 $20,557
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Performance for periods prior to the inception of Class Y shares reflects the
NAV performance of the Fund's Class A share. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to Class A
shares. Since the fees for Class A shares are generally higher than those of
Class Y shares, the performances shown for Class Y Shares prior to their
inception (2/1/05) would have been higher. Class Y shares are not subject to
sales charges and are available for limited groups of eligible investors,
including institutional investors, All result in historical and assume the
reinvestment of dividends and capital gains. Other share classes are available
for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. 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 an index.
12
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
COMPARING ONGOING FUND EXPENSES
- --------------------------------------------------------------------------------
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
1. Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
2. Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Mid Cap Growth Fund
Based on actual returns from April 1, 2007 through September 30, 2007.
Share Class A B C Y
- ----------------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00
On 4/1/07
Ending Account Value $1,097.41 $1,081.28 $1,091.92 $1,099.69
On 9/30/07
Expenses Paid During Period* $ 4.63 $ 11.11 $ 10.33 $ 2.58
* Expenses are equal to the Fund's annualized expense ratio of 0.88%, 2.12%,
1.97% and 0.49% for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 183/365 (to reflect the one-half year period).
13
Pioneer Mid Cap Growth Fund
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COMPARING ONGOING FUND EXPENSES (continued)
- --------------------------------------------------------------------------------
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the
5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Mid Cap Growth Fund
Based on a hypothetical 5% return per year before expenses, reflect
ing the period from April 1, 2007 through September 30, 2007.
Share Class A B C Y
- ----------------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00
On 4/1/07
Ending Account Value $1,020.66 $1,014.44 $1,015.19 $1,022.61
On 9/30/07
Expenses Paid During Period* $ 4.46 $ 10.71 $ 9.95 $ 2.48
* Expenses are equal to the Fund's annualized expense ratio of 0.88%, 2.12%,
1.97% and 0.49% for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 183/365 (to reflect the one-half year period).
14
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/07
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 99.1%
Energy - 10.3%
Oil & Gas Drilling - 1.4%
237,000 Helmerich & Payne, Inc. $ 7,780,710
------------
Oil & Gas Equipment & Services - 2.2%
174,600 Weatherford International, Inc.* $ 11,729,628
------------
Oil & Gas Exploration & Production - 5.6%
95,900 Devon Energy Corp. $ 7,978,880
167,800 Noble Affiliates, Inc. 11,752,712
203,200 Southwestern Energy Co.* 8,503,920
124,700 Veneco, Inc.* 2,138,605
------------
$ 30,374,117
------------
Oil & Gas Refining & Marketing - 1.1%
125,000 Tesoro Petroleum Corp. $ 5,752,500
------------
Total Energy $ 55,636,955
------------
Materials - 5.0%
Diversified Metals & Mining - 3.7%
75,000 First Quantum Minerals, Ltd. $ 7,359,231
119,525 Freeport-McMoRan Copper & Gold, Inc. (Class B) 12,536,977
------------
$ 19,896,208
------------
Industrial Gases - 1.3%
73,000 Air Products & Chemicals, Inc. $ 7,136,480
------------
Total Materials $ 27,032,688
------------
Capital Goods - 12.2%
Aerospace & Defense - 2.3%
121,200 L-3 Communications Holdings, Inc. $ 12,379,368
------------
Construction & Farm Machinery & Heavy Trucks - 1.4%
340,000 Force Protection, Inc.*(b) $ 7,364,400
------------
Electrical Component & Equipment - 1.2%
115,200 Thomas & Betts Corp.* $ 6,755,328
------------
Industrial Conglomerates - 1.5%
130,700 Textron, Inc.* $ 8,130,847
------------
The accompanying notes are an integral part of these financial statements. 15
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/07 (continued)
- --------------------------------------------------------------------------------
Shares Value
Industrial Machinery - 5.8%
126,900 Dover Corp. $ 6,465,555
158,200 ITT Corp. 10,746,526
124,100 Parker Hannifin Corp. 13,878,103
------------
$ 31,090,184
------------
Total Capital Goods $ 65,720,127
------------
Commercial Services & Supplies - 1.1%
Diversified Commercial Services - 1.1%
60,000 The Dun & Bradstreet Corp. $ 5,916,600
------------
Total Commercial Services & Supplies $ 5,916,600
------------
Consumer Services - 3.6%
Casinos & Gaming - 1.8%
223,000 International Game Technology $ 9,611,300
------------
Restaurants - 1.8%
284,400 Yum! Brands, Inc. $ 9,621,252
------------
Total Consumer Services $ 19,232,552
------------
Media - 3.8%
Advertising - 0.8%
91,600 Omnicom Group $ 4,405,044
------------
Broadcasting & Cable TV - 1.5%
66,500 Liberty Media Holding Corp.* $ 8,301,195
------------
Publishing - 1.5%
138,100 Meredith Corp. $ 7,913,130
------------
Total Media $ 20,619,369
------------
Retailing - 6.1%
Apparel Retail - 6.1%
197,000 Abercrombie & Fitch Co. $ 15,897,900
579,200 TJX Companies, Inc. 16,837,344
------------
$ 32,735,244
------------
Total Retailing $ 32,735,244
------------
Food & Drug Retailing - 2.7%
Food Retail - 0.9%
258,501 Winn-Dixie Stores, Inc.* $ 4,839,139
------------
16 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Hypermarkets & Supercenters - 1.8%
297,600 BJ'S Wholesale Club, Inc.*(b) $ 9,868,416
------------
Total Food & Drug Retailing $ 14,707,555
------------
Food, Beverage & Tobacco - 5.5%
Soft Drinks - 2.4%
170,100 Fomento Economico Mexicano SA de C.V. $ 6,361,740
116,200 Hansen Natural Corp.*(b) 6,586,216
------------
$ 12,947,956
------------
Tobacco - 3.1%
202,800 Loews Corp Carolina Group $ 16,676,244
------------
Total Food, Beverage & Tobacco $ 29,624,200
------------
Health Care Equipment & Services - 6.1%
Health Care Equipment - 2.4%
107,200 Edwards Lifesciences Group* $ 5,286,032
380,000 Thoratec Corp.* 7,862,200
------------
$ 13,148,232
------------
Health Care Services - 1.3%
122,000 Quest Diagnostics, Inc. $ 7,047,940
------------
Health Care Technology - 1.1%
202,700 IMS Health, Inc. $ 6,210,728
------------
Managed Health Care - 1.3%
109,300 Coventry Health Care, Inc.* $ 6,799,553
------------
Total Health Care Equipment & Services $ 33,206,453
------------
Pharmaceuticals & Biotechnology - 9.2%
Biotechnology - 3.2%
389,300 Cubist Pharmaceuticals, Inc.* $ 8,225,909
242,300 Vertex Pharmaceuticals, Inc.* 9,306,743
------------
$ 17,532,652
------------
Life Sciences Tools & Services - 3.1%
149,400 Charles River Laboratories International, Inc.* $ 8,388,810
140,000 Thermo Fisher Scientific, Inc.* 8,080,800
------------
$ 16,469,610
------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/07 (continued)
- --------------------------------------------------------------------------------
Shares Value
Pharmaceuticals - 2.9%
349,521 Teva Pharmaceutical Industries, Ltd. (b) $ 15,543,199
------------
Total Pharmaceuticals & Biotechnology $ 49,545,461
------------
Diversified Financials - 8.8%
Asset Management & Custody Banks - 4.8%
50,600 Affiliated Managers Group, Inc.*(b) $ 6,452,006
197,400 Federated Investors, Inc. 7,836,780
134,000 Legg Mason, Inc. 11,294,860
------------
$ 25,583,646
------------
Investment Banking & Brokerage - 4.0%
436,100 E*TRADE Financial Corp.* $ 5,695,466
170,000 Investment Technology Group, Inc. 7,306,600
205,000 Lazard, Ltd. 8,692,000
------------
$ 21,694,066
------------
Total Diversified Financials $ 47,277,712
------------
Insurance - 0.8%
Reinsurance - 0.8%
127,400 Platinum Underwriter Holdings, Ltd. $ 4,581,304
------------
Total Insurance $ 4,581,304
------------
Software & Services - 6.5%
Application Software - 6.5%
82,800 Amdocs, Ltd.* $ 3,079,332
251,900 Autodesk, Inc.* 12,587,443
804,600 BEA Systems, Inc.* 11,159,802
201,500 Citrix Systems, Inc.* 8,124,480
------------
$ 34,951,057
------------
Total Software & Services $ 34,951,057
------------
Technology Hardware & Equipment - 7.3%
Communications Equipment - 5.1%
375,300 F5 Networks, Inc.* $ 13,957,407
375,800 Juniper Networks, Inc.*(b) 13,758,038
------------
$ 27,715,445
------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Computer Storage & Peripherals - 2.2%
444,000 Network Appliance, Inc.* $ 11,948,040
------------
Total Technology Hardware & Equipment $ 39,663,485
------------
Semiconductors - 10.2%
Semiconductor Equipment - 1.9%
171,300 MEMC Electronic Materials, Inc.* $ 10,082,718
------------
Semiconductors - 8.3%
251,800 Analog Devices, Inc. $ 9,105,088
400,000 Infineon Technologies (A.D.R.)* 6,872,000
210,700 Intersil Holding Corp. 7,043,701
227,800 Linear Technology Corp. 7,970,722
263,200 National Semiconductor Corp. (b) 7,137,984
520,000 SGC Holding Corp.* 6,531,200
------------
$ 44,660,695
------------
Total Semiconductors $ 54,743,413
------------
TOTAL COMMON STOCKS
(Cost $435,136,917) $535,194,175
------------
Principal
Amount
TEMPORARY CASH INVESTMENTS - 15.6%
Repurchase Agreement - 6.6%
$35,500,000 UBS Warburg, Inc., 3.85%, dated 9/28/07,
repurchase price of $35,500,000 plus
accrued interest on 10/1/07 collateralized
by $35,850,000 U.S. Treasury Bill,
4.875%, 8/31/08 $ 35,500,000
------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/07 (continued)
- --------------------------------------------------------------------------------
Shares Value
Security Lending Collateral - 9.0%
48,568,678 Securities Lending Investment Fund, 5.24% $ 48,568,678
------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $84,068,678) $ 84,068,678
------------
TOTAL INVESTMENT IN SECURITIES - 114.7%
(Cost $519,205,595) (a) $619,262,853
------------
OTHER ASSETS AND LIABILITIES - (14.7)% $(79,166,251)
------------
TOTAL NET ASSETS - 100.0% $540,096,602
============
* Non-income producing security.
(A.D.R.) American Depositary Receipt.
(a) At September 30, 2007, the net unrealized gain on investments based on
cost for federal income tax purposes of $519,903,081 was as follows
Aggregate gross unrealized gain for all investments in
which there is an excess of value over tax cost $109,406,850
Aggregate gross unrealized loss for all investments in
which there is an excess of tax cost over value (10,047,078)
------------
Net unrealized gain $ 99,359,772
============
(b) At September 30, 2007, the following securities were out on loan:
Shares Security Value
50,094 Affiliated Managers Group, Inc.* $ 6,387,486
247,447 Force Protection, Inc.* 5,359,702
14,510 Hansen Natural Corp.* 822,427
40,881 National Semiconductor Corp. 1,108,693
346,026 Teva Pharmaceutical Industries, Ltd. 15,387,776
152,850 BJ'S Wholesale Club, Inc.* 5,068,506
369,000 Juniper Networks, Inc.* 13,509,090
-----------
$47,643,680
===========
Purchases and sales of securities (excluding temporary cash investments) for
the year ended September 30, 2007 aggregated $253,350,330 and $332,067,567,
respectively.
20 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 9/30/07
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities (including securities loaned of
($47,643,680) (cost $519,205,595) $619,262,853
Cash 414,515
Receivables -
Investment securities sold 5,826,974
Fund shares sold 261,226
Dividends, interest and foreign taxes withheld 120,103
Other 44,830
------------
Total assets $625,930,501
------------
LIABILITIES:
Payables -
Investment securities purchased $ 36,674,901
Fund shares repurchased 399,647
Upon return of securities loaned 48,568,678
Due to affiliates 109,627
Accrued expenses 81,046
------------
Total liabilities $ 85,833,899
------------
NET ASSETS:
Paid-in capital $424,414,219
Accumulated net investment loss (37,374)
Accumulated net realized gain on investments 15,662,499
Net unrealized gain on investments 100,057,258
------------
Total net assets $540,096,602
============
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $474,138,214/27,325,266 shares) $ 17.35
============
Class B (based on $19,404,307/1,352,507 shares) $ 14.35
============
Class C (based on $11,527,006/770,163 shares) $ 14.97
============
Class Y (based on $35,027,075/1,997,354 shares) $ 17.54
============
MAXIMUM OFFERING PRICE:
Class A ($17.35 [divided by] 94.25%) $ 18.41
============
The accompanying notes are an integral part of these financial statements. 21
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended 9/30/07
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $19,131) $ 3,366,495
Interest 429,692
Income from securities loaned, net 26,707
-----------
Total investment income $ 3,822,894
-----------
EXPENSES:
Management fees
Basic Fee $ 3,362,153
Performance Adjustment (1,076,558)
Transfer agent fees and expenses
Class A 810,323
Class B 133,515
Class C 58,537
Class Y 205
Distribution fees
Class A 1,066,266
Class B 198,199
Class C 118,048
Administrative reimbursements 118,354
Custodian fees 24,216
Registration fees 53,178
Professional fees 72,122
Printing expense 40,309
Fees and expenses of nonaffiliated trustees 9,480
Miscellaneous 31,402
-----------
Total expenses $ 5,019,749
Less fees paid indirectly (58,287)
-----------
Net expenses $ 4,961,462
-----------
Net investment loss $(1,138,568)
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments $19,242,268
Other assets and liabilities denominated in
foreign currencies (37,374) $19,204,894
----------- -----------
Change in net unrealized gain (loss) on investments $80,607,722
-----------
Net gain on investments and foreign currency transactions $99,812,616
-----------
Net increase in net assets resulting from operations $98,674,048
===========
22 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Years Ended 9/30/07 and 9/30/06
Year Ended Year Ended
9/30/07 9/30/06
FROM OPERATIONS:
Net investment loss $ (1,138,568) $ (1,497,113)
Net realized gain on investments and foreign currency
transactions 19,204,894 43,892,975
Change in net unrealized gain (loss) on investments
and foreign currency transactions 80,607,722 (21,390,674)
-------------- --------------
Net increase in net assets resulting from
operations $ 98,674,048 $ 21,005,188
-------------- --------------
DISTRIBUTIONS TO SHAREOWNERS:
Net realized gain:
Class A ($1.06 and $0.56 per share, respectively) $ (30,928,010) $ (17,966,208)
Class B ($1.06 and $0.56 per share, respectively) (1,695,217) (1,043,154)
Class C ($1.06 and $0.56 per share, respectively) (966,666) (457,496)
Class Y ($1.06 and $0.56 per share, respectively) (2,046,524) (749,675)
-------------- --------------
Total distributions to shareowners $ (35,636,417) $ (20,216,533)
-------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 47,883,377 $ 54,204,971
Reinvestment of distributions 33,763,337 18,952,554
Cost of shares repurchased (120,177,490) (106,086,621)
-------------- --------------
Net decrease in net assets resulting from
Fund share transactions $ (38,530,776) $ (32,929,096)
-------------- --------------
Capital Contribution+ $ 1,240,204 $ -
-------------- --------------
Net increase (decrease) in net assets $ 25,747,059 $ (11,923,908)
NET ASSETS:
Beginning of year 514,349,543 546,489,984
-------------- --------------
End of year $ 540,096,602 $ 514,349,543
============== ==============
Accumulated net investment loss $ (37,374) $ -
============== ==============
+ Represents amount contributed to the Fund by PIM. For more information see
note 2 in the "notes to financial statements".
The accompanying notes are an integral part of these financial statements. 23
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
'07 Shares '07 Amount '06 Shares '06 Amount
CLASS A
Shares sold 1,218,752 $ 19,875,074 1,368,265 $ 21,028,238
Reinvestment of distributions 1,885,618 29,302,560 1,135,329 16,870,993
Less shares repurchased (5,295,060) (85,783,139) (5,822,884) (88,565,526)
---------- ------------ ---------- ------------
Net decrease (2,190,690) $(36,605,505) (3,319,290) $(50,666,295)
========== ============ ========== ============
CLASS B
Shares sold 407,752 $ 5,608,826 339,301 $ 4,492,308
Reinvestment of distributions 124,761 1,619,434 76,498 974,589
Less shares repurchased (711,997) (9,531,808) (854,776) (11,101,900)
---------- ------------ ---------- ------------
Net decrease (179,484) $ (2,303,548) (438,977) $ (5,635,003)
========== ============ ========== ============
CLASS C
Shares sold 276,930 $ 3,937,360 179,687 $ 2,445,402
Reinvestment of distributions 67,455 912,659 31,783 419,862
Less shares repurchased (376,270) (5,277,833) (249,688) (3,366,520)
---------- ------------ ---------- ------------
Net decrease (31,885) $ (427,814) (38,218) $ (501,256)
========== ============ ========== ============
CLASS Y
Shares sold 1,167,500 $ 18,462,117 1,733,823 $ 26,239,023
Reinvestment of distributions 123,160 1,928,684 46,115 687,110
Less shares repurchased (1,203,641) (19,584,710) (204,167) (3,052,675)
---------- ------------ ---------- ------------
Net increase 87,019 $ 806,091 1,575,771 $ 23,873,458
========== ============ ========== ============
24 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
9/30/07 9/30/06 9/30/05 9/30/04 9/30/03
CLASS A
Net asset value, beginning of period $ 15.38 $ 15.34 $ 13.69 $ 12.68 $ 9.65
-------- -------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.03) $ (0.03) $ (0.02) $ (0.06) $ (0.05)
Net realized and unrealized gain on investments 3.02 0.63 1.67 1.07 3.08
-------- -------- -------- -------- --------
Net increase from investment operations $ 2.99 $ 0.60 $ 1.65 $ 1.01 $ 3.03
Distributions to shareowners:
Net realized gain (1.06) (0.56) - - -
-------- -------- -------- -------- --------
Capital contribution 0.04 - - - -
-------- -------- -------- -------- --------
Net increase in net asset value $ 1.97 $ 0.04 $ 1.65 $ 1.01 $ 3.03
-------- -------- -------- -------- --------
Net asset value, end of period $ 17.35 $ 15.38 $ 15.34 $ 13.69 $ 12.68
======== ======== ======== ======== ========
Total return* 20.54%# 4.03% 12.05% 7.97% 31.40%
Ratio of net expenses to average net assets+ 0.89% 0.90% 0.90% 0.90% 0.97%
Ratio of net investment loss to average net assets+ (0.18)% (0.21)% (0.14)% (0.44)% (0.46)%
Portfolio turnover rate 48% 96% 115% 98% 52%
Net assets, end of period (in thousands) $474,138 $453,950 $503,683 $516,935 $522,269
Ratios with reduction for fees paid indirectly:
Net expenses 0.88% 0.90% 0.90% 0.90% 0.96%
Net investment loss (0.17)% (0.21)% (0.14)% (0.44)% (0.45)%
* 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 sale charges.
Total return would be reduced if sales charges were taken into account.
+ Ratios with no reduction for fees paid indirectly.
# Total return shown includes capital contribution by PIM. Without such
contributions, the total return would have been reduced by 0.28%.
The accompanying notes are an integral part of these financial statements.
25
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
9/30/07 9/30/06 9/30/05 9/30/04 9/30/03
CLASS B
Net asset value, beginning of period $ 13.04 $ 13.26 $ 11.99 $ 11.24 $ 8.66
------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.21) $ (0.24) $ (0.20) $ (0.24) $ (0.16)
Net realized and unrealized gain on investments 2.55 0.58 1.47 0.99 2.74
------- ------- ------- ------- -------
Net increase from investment operations $ 2.34 $ 0.34 $ 1.27 $ 0.75 $ 2.58
Distributions to shareowners:
Net realized gain (1.06) (0.56) - - -
------- ------- ------- ------- -------
Capital contribution 0.03 - - - -
------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ 1.31 $ (0.22) $ 1.27 $ 0.75 $ 2.58
------- ------- ------- ------- -------
Net asset value, end of period $ 14.35 $ 13.04 $ 13.26 $ 11.99 $ 11.24
======= ======= ======= ======= =======
Total return* 19.07%# 2.66% 10.59% 6.67% 29.79%
Ratio of net expenses to average net assets+ 2.16% 2.25% 2.16% 2.18% 2.30%
Ratio of net investment loss to average net assets+ (1.46)% (1.57)% (1.41)% (1.72)% (1.79)%
Portfolio turnover rate 48% 96% 115% 98% 52%
Net assets, end of period (in thousands) $19,404 $19,972 $26,132 $29,247 $31,392
Ratios with reduction for fees paid indirectly:
Net expenses 2.12% 2.25% 2.15% 2.17% 2.29%
Net investment loss (1.42)% (1.57)% (1.40)% (1.71)% (1.78)%
* 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.
+ Ratios with no reduction for fees paid indirectly.
# Total return shown includes capital contribution by PIM. Without such
contributions, the total return would have been reduced by 0.25%.
The accompanying notes are an integral part of these financial statements.
26
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
9/30/07 9/30/06 9/30/05 9/30/04 9/30/03
CLASS C
Net asset value, beginning of period $ 13.54 $ 13.72 $ 12.39 $ 11.60 $ 8.96
------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.19) $ (0.19) $ (0.18) $ (0.29) $ (0.10)
Net realized and unrealized gain on investments 2.65 0.57 1.51 1.08 2.74
------- ------- ------- ------- -------
Net increase from investment operations $ 2.46 $ 0.38 $ 1.33 $ 0.79 $ 2.64
Distributions to shareowners:
Net realized gain (1.06) (0.56) - - -
------- ------- ------- ------- -------
Capital contribution 0.03 - - - -
------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ 1.43 $ (0.18) $ 1.33 $ 0.79 $ 2.64
------- ------- ------- ------- -------
Net asset value, end of period $ 14.97 $ 13.54 $ 13.72 $ 12.39 $ 11.60
======= ======= ======= ======= =======
Total return* 19.26%# 2.87% 10.73% 6.81% 29.46%
Ratio of net expenses to average net assets+ 1.99% 2.07% 2.05% 1.95% 2.26%
Ratio of net investment loss to average net assets+ (1.28)% (1.38)% (1.29)% (1.48)% (1.75)%
Portfolio turnover rate 48% 96% 115% 98% 52%
Net assets, end of period (in thousands) $11,527 $10,858 $11,532 $12,405 $18,155
Ratios with reduction for fees paid indirectly:
Net expenses 1.97% 2.07% 2.04% 1.95% 2.25%
Net investment loss (1.26)% (1.38)% (1.28)% (1.48)% (1.74)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
# Total return shown includes capital contribution by PIM. Without such
contributions, the total return would have been reduced by 0.24%.
The accompanying notes are an integral part of these financial statements.
27
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
For the Period
from 2/1/05
(Commencement
Year Ended Year Ended of Operations)
9/30/07 9/30/06 to 9/30/05
CLASS Y
Net asset value, beginning of period $ 15.48 $ 15.37 $14.72
------- ------- ------
Increase from investment operations:
Net investment income $ 0.04 $ 0.03 $ 0.01
Net realized and unrealized gain on
investments 3.04 0.64 0.64
------- ------- ------
Net increase from investment operations $ 3.08 $ 0.67 $ 0.65
Distributions to shareowners:
Net realized gain (1.06) (0.56) -
------- ------- ------
Capital contribution 0.04 - -
------- ------- ------
Net increase in net asset value $ 2.06 $ 0.11 $ 0.65
------- ------- ------
Net asset value, end of period $ 17.54 $ 15.48 $15.37
======= ======= ======
Total return* 21.01%# 4.50% 4.42%++
Ratio of net expenses to average net assets+ 0.49% 0.48% 0.51%**
Ratio of net investment income to average
net assets+ 0.23% 0.23% 0.28%**
Portfolio turnover rate 48% 96% 115%++
Net assets, end of period (in thousands) $35,027 $29,569 $5,143
Ratios with reduction for fees paid indirectly:
Net expenses 0.49% 0.48% 0.51%**
Net investment income 0.23% 0.23% 0.28%**
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
++ Not Annualized.
# Total return shown includes capital contribution by PIM. Without such
contributions, the total return would have been reduced by 0.28%.
28 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Mid Cap Growth Fund (the Fund) is a Delaware statutory 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 by investing in a diversified portfolio consisting primarily of common
stocks.
The Fund offers four classes of shares - Class A, Class B, Class C, and Class Y
shares. Class Y shares were first publicly offered on February 1, 2005. Each
class of shares represents an interest in the same portfolio of investments of
the Fund and has equal rights to voting, redemptions, dividends and
liquidation, except that each class of shares can bear different transfer agent
and distributions fees and has exclusive voting rights with respect to the
distribution plans that have been adopted by Class A, Class B, and Class C
shareowners, respectively. There is no distribution plan for Class Y shares.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political or regulatory developments or other risks affecting these
industries or sectors. Information regarding the Fund's principal investment
risks is contained in the Fund's prospectus(es). Please refer to those
documents when considering the Fund's investment risks.
The Fund's financial statements have been prepared in conformity with U.S.
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 income, expenses and gains and losses on investments during the
reporting period. Actual results could differ from those estimates. The
following is a summary of significant accounting policies followed by the Fund
in the preparation of its financial statements, which are consistent with those
policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value
of the Fund is computed once daily, on each day the New
29
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (continued)
- --------------------------------------------------------------------------------
York Stock Exchange (NYSE) is open, as of the close of regular trading on
the NYSE. 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. Trading
in foreign securities is substantially completed each day at various times
prior to the close of the NYSE. The values of such securities used in
computing the net asset value of the Fund's shares are determined as of
such times. The Fund also may use the fair value of a security including a
non-U.S. security when the closing market price on the principal exchange
where the security is traded no longer reflects the value of the security.
At September 30, 2007 there were no securities fair valued. Temporary cash
investments are valued at amortized cost which approximates market value.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in the exercise of reasonable diligence. Interest income is recorded
on the accrual basis. Dividend and interest income are reported net of
unrecoverable foreign taxes withheld at the applicable country rates.
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 received or paid by the Fund, depending on the daily fluctuation in
the value of the contracts, and are recorded by the Fund as unrealized
gains or
30
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
losses, respectively. 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 risks, which may exceed the
amounts recognized by the Fund. Changes in value of the contracts may not
directly correlate to the changes in 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, 2007, there were no open futures contracts.
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 shareowners. Therefore, no federal income tax provision is
required.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources 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.
The Fund has elected to defer approximately $37,374 of currency losses
recognized between November 1, 2006 and September 30, 2007 to its fiscal
year ending September 30, 2008.
At September 30, 2007, the Fund has reclassified $1,101,194 to decrease
accumulated net investment loss, $37,374 to increase accumulated net
realized gain on investments and $1,138,568 to decrease paid-in capital to
reflect permanent book/tax differences. The reclassification has no impact
on the net assets of the Fund and is designed to present the Fund's
capital accounts on a tax basis.
31
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (continued)
- --------------------------------------------------------------------------------
The tax character of distributions paid during the years ended September
30, 2007 and 2006 were as follows:
- --------------------------------------------------------------------------------
2007 2006
- --------------------------------------------------------------------------------
Ordinary income $17,477,854 $ 3,483,864
Long-term capital gain 18,158,563 16,732,669
----------- -----------
Total $35,636,417 $20,216,533
=========== ===========
- --------------------------------------------------------------------------------
The following shows the components of distributable earnings on a
federal income tax basis at September 30, 2007.
- --------------------------------------------------------------------------------
2007
- --------------------------------------------------------------------------------
Undistributed long-term gain $ 16,359,985
Current Year Post October Loss Deferred-Currency (37,374)
Unrealized appreciation 99,359,772
------------
Total $115,682,383
============
- --------------------------------------------------------------------------------
The difference between book-basis and tax-basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
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 a wholly owned indirect subsidiary of UniCredito Italiano S.p.A.,
Inc. (UniCredito Italiano), earned $35,090 in underwriting commissions on
the sale of Class A shares during the year ended September 30, 2007.
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. Class Y shares are not subject to a distribution plan (see
Note 4). Shareowners of each class share all expenses and fees paid to the
transfer agent, Pioneer Investment Management Shareholder Services, Inc.
(PIMSS), for its services, which are allocated based on the number of
accounts in each class and the ratable allocation of related out-of-pocket
expenses
32
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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 shareowners 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.
F. Securities Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors, with the Fund's custodian acting as the
lending agent. When entering into a loan, the Fund receives collateral,
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Fund also continues to receive interest or
payments in lieu of dividends on the securities loaned. Gain or loss on
the fair value of the loaned securities that may occur during the term of
the loan will be for the account of the Fund. The loans are secured by
collateral of at least 102% at all times, of the fair value of the
securities loaned. The amount of collateral will be adjusted daily to
reflect any price fluctuation in the value of loaned securities. The Fund
has the right under the lending agreements to recover the securities on
loan from the borrower on demand. The Fund invests cash collateral in the
Securities Lending Investment Fund, which is sponsored by Brown Brothers
Harriman & Co., the Fund's custodian.
G. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value
of the underlying securities (collateral), including accrued interest
received from counterparties, is required to be at least equal to or in
excess of the value of the repurchase agreement at the time of purchase.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian, or subcustodians. The
Fund's investment adviser, Pioneer Investment Management, Inc. (PIM), is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
33
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (continued)
- --------------------------------------------------------------------------------
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredito Italiano, manages the
Fund's portfolio. 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 (limited to a maximum of -0.20% applied to average
assets during the measurement period) based on the Fund's Class A investment
performance as compared with the Russell Midcap Growth Index over a rolling
36-month period. In addition, the fee is further limited on an annual basis to
a maximum annualized rate adjustment of +0.20% of the average daily net assets
during the current month. On June 28, 2007 PIM made a voluntary capital
contribution of $1,240,204 to the Fund to reflect a current revision in the
management contract. For the year ended September 30, 2007, the aggregate
performance adjustment resulted in a reduction to the basic fee of $1,076,558.
For the year ended September 30, 2007, the management fee was equivalent to
0.42% of average daily net assets.
In addition, under the management and administrative agreements, certain other
services and costs, including accounting, regulatory and insurance premiums,
are paid by the Fund. At September 30, 2007, $15,479 was payable to PIM related
to management fees, administrative costs and certain other services, and is
included in due to affiliates.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in due to affiliates is $82,641 in transfer agent
fees payable to PIMSS at September 20, 2007.
4. Distribution Plan
The Fund adopted a Plan of Distribution with respect to Class A, Class B and
Class C shares in accordance with Rule 12b-1 of the Investment Company Act of
1940. Pursuant to the Class A Plan, the Fund pays PFD a service fee of up to
0.25% of the Fund's average daily net assets attributable to Class A shares in
reimbursement of its actual expenditures to finance activities primarily
intended to result in the sale of Class A shares. Pursuant to the Class B Plan
and the Class C Plan, the Fund pays PFD 1.00% of the average daily net assets
attributable to each class of shares. The fee consists of a 0.25%
34
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 $11,507
in distribution fees payable to PFD at September 30, 2007.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 18 months of purchase. Class B shares that are redeemed within five
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, 2007, CDSCs in the amount of $39,422 were paid to PFD.
5. Commission Recapture and Expense Offset Arrangements
The Fund has entered into commission recapture arrangements with brokers with
whom PIM places trades on behalf of the Fund where they provide services to the
Fund in addition to trade execution. These services included payments of
certain expenses on behalf of the Fund. For the year ended September 30, 2007,
expenses have not been reduced by this agreement. In addition, the Fund has
entered into certain expense offset arrangements with PIMSS resulting in a
reduction in the Fund's total expenses due to interest earned on cash held by
PIMSS. For the year ended September 30, 2007, the Fund's expenses were reduced
by $58,287 under such arrangements.
6. Line of Credit
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $200 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 $200 million or the
limits set by its prospectus for borrowings. Interest on collective borrowings
is payable at the Federal Funds Rate plus 1/2% on an annualized basis. The
Funds pay an annual commitment fee for this facility. The commitment fee is
allocated among such Funds based on their respective borrowing
35
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (continued)
- --------------------------------------------------------------------------------
limits. For the year ended September 30, 2007, the Fund had no borrowings under
this agreement.
7. New Pronouncements
On July 13, 2006, the Financial Accounting Standards Board (FASB) released FASB
Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48).
FIN 48 provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. FIN 48 requires
the evaluation of tax positions taken or expected to be taken in the course of
preparing the Fund's tax returns to determine whether the tax positions have
"more-likely-than-not" probability of being sustained by the applicable tax
authority. Tax positions not deemed to meet the more-likely-than-not threshold
would be recorded as a tax benefit or expense in the reporting period. Adoption
of FIN 48 is required for fiscal years beginning after December 15, 2006 and is
to be applied to all open tax years as of no later than March 31, 2008. At this
time, management is evaluating the implications of FIN 48 and any impact in the
financial statements has not yet been determined.
In September 2006, Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS 157), was issued and is effective for fiscal years
beginning after November 15, 2007. SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. Management is currently evaluating the impact the adoption of
SFAS 157 will have on the Fund's financial statement disclosures.
36
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
To the Board of Trustees and the Shareowners of
Pioneer Mid Cap Growth Fund:
We have audited the statement of assets and liabilities of Pioneer Mid Cap
Growth Fund (the "Fund"), including the schedule of investments as of September
30, 2007, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated
therein. 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 the standards of the Public Company
Accounting Oversight Board (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. We were not engaged to perform an audit of the Fund's internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our procedures included
confirmation of securities owned as of September 30, 2007, by correspondence
with the custodian and brokers or by other appropriate auditing procedures
where replies from brokers were not received. 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 Growth Fund at September 30, 2007, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the periods indicated therein, in conformity with U.S. generally accepted
accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
November 16, 2007
37
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Trustees and Officers
The Fund's Board of Trustees provides broad supervision over the Fund's
affairs. The officers of the Fund are responsible for the Fund's operations.
The Fund's Trustees and officers are listed below, together with their
principal occupations during the past five years. Trustees who are interested
persons of the Fund within the meaning of the 1940 Act are referred to as
Interested Trustees. Trustees who are not interested persons of the Fund are
referred to as Independent Trustees. Each of the Trustees (except Mr.
Kingsbury, Mr. West and Mr. Bock) serves as a Trustee of each of the 81 U.S.
registered investment portfolios for which Pioneer serves as investment adviser
(the "Pioneer Funds"). Mr. Kingsbury serves as Trustee of 33 of the 81 Pioneer
Funds, Mr. West serves as Trustee of 32 of the 81 Pioneer Funds, and Mr. Bock
serves as Trustee of 80 of the 81 Pioneer Funds. The address for all Interested
Trustees and all officers of the fund is 60 State Street, Boston, Massachusetts
02109.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.pioneerfunds.com and on the SEC's web site at
http://www.sec.gov.
38
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
INTERESTED TRUSTEES
- --------------------------------------------------------------------------------
Position Held Length of Service Principal Occupation Other Directorships
Name and Age With the Fund and Term of Office During Past Five Years Held by this Trustee
John F. Cogan, Jr. (81)* Chairman of the Trustee since 1982. Deputy Chairman and a None
Board, Trustee and Serves until a succes- Director of Pioneer Global
President sor trustee is elected Asset Management S.p.A.
or earlier retirement or ("PGAM"); Non-Executive
removal. Chairman and a Director of
Pioneer Investment
Management USA Inc.
("PIM-USA"); Chairman and a
Director of Pioneer;
Chairman and Director of
Pioneer Institutional Asset
Management, Inc. (since
2006); Director of Pioneer
Alternative Investment
Management Limited (Dublin);
President and a Director of
Pioneer Alternative
Investment Management
(Bermuda) Limited and
affiliated funds; Director
of PIOGLOBAL Real Estate
Investment Fund (Russia)
(until June 2006); Director
of Nano-C, Inc. (since
2003); Director of Cole
Management, Inc. (since
2004); Director of Fiduciary
Counseling, Inc.; President
and Director of Pioneer
Funds Distributor, Inc.
("PFD") (until May 2006);
President of all of the
Pioneer Funds; and Of
Counsel, Wilmer Cutler
Pickering Hale and Dorr LLP
- ------------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (49)* Trustee and Executive Trustee since March Director, CEO and President None
Vice President 2007. Serves until a of Pioneer Investment
successor trustee is Management USA Inc.; Pioneer
elected or earlier Investment Management, Inc.
retirement or removal. and Pioneer Institutional
Asset Management, Inc.
(since March 2007);
Executive Vice President of
all of the Pioneer Funds
(since March 2007); Director
of Pioneer Global Asset
Management S.p.A. (since
March 2007); Head of New
Markets Division, Pioneer
Global Asset Management
S.p.A. (2000 - 2007)
- ------------------------------------------------------------------------------------------------------------------------------------
39
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------
Position Held Length of Service Principal Occupation Other Directorships
Name, Age and Address With the Fund and Term of Office During Past Five Years Held by this Trustee
David R. Bock (63) Trustee Trustee since 2005. Executive Vice President and Director of The
3050 K Street NW, Serves until a succes- Chief Financial Officer, Enterprise Social
Washington, DC 20007 sor trustee is elected I-trax, Inc. (publicly Investment Company
or earlier retirement traded health care services (privately-held
or removal. company) (2004 - present); affordable housing
Partner, Federal City finance company);
Capital Advisors (boutique and Director of New
merchant bank) (1997 to York Mortgage Trust
2004); and Executive Vice (publicly traded
President and Chief mortgage REIT)
Financial Officer, Pedestal,
Inc. (internet-based
mortgage trading company)
(2000 - 2002)
- ------------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (59) Trustee Trustee since 1997. President, Bush Director of Brady
3509 Woodbine Street Serves until a succes- International, LLC Corporation
Chevy Chase, MD 20815 sor trustee is elected (international financial (industrial
or earlier retirement advisory firm) identification and
or removal. specialty coated
material products
manufacturer);
Director of Briggs &
Stratton Co. (engine
manufacturer);
Director of UAL
Corporation
(airline holding
company); Director
of Mantech
International
Corporation
(national security,
defense, and
intelligence
technology firm):
and Member, Board of
Governors,
Investment Company
Institute
- ------------------------------------------------------------------------------------------------------------------------------------
40
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Position Held Length of Service Principal Occupation Other Directorships
Name, Age and Address With the Fund and Term of Office During Past Five Years Held by this Trustee
Margaret B.W. Graham (60) Trustee Trustee since 1990. Founding Director, None
1001 Sherbrooke Street West Serves until a succes- Vice-President and Corporate
Montreal, Quebec, Canada sor trustee is elected Secretary, The Winthrop
H3A 1G5 or earlier retirement Group, Inc. (consulting
or removal. firm); and Desautels Faculty
of Management, McGill
University
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (57) Trustee Trustee since 2006. Private investor (2004 - Director of
89 Robbins Avenue, Serves until a succes- present); and Senior Quadriserv
Berkeley Heights, NJ 07922 sor trustee is elected Executive Vice President, Inc. (technology
or earlier retirement The Bank of New York products
or removal. (financial and securities for securities
services) (1986 - 2004) lending
industry)
- ------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (59) Trustee Trustee since 1982. President and Chief Director of New
200 State Street, 12th Floor Serves until a succes- Executive Officer, Newbury, America High Income
Boston, MA 02109 sor trustee is elected Piret & Company, Inc. Fund, Inc.(closed-
or earlier retirement (investment banking firm) end investment
or removal. company)
- ------------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (79) Trustee Trustee since 1993. Senior Counsel, Sullivan & Director, The Swiss
125 Broad Street, Serves until a succes- Cromwell (law firm) Helvetia Fund, Inc.
New York, NY 10004 sor trustee is elected (closed-end
or earlier retirement investment company)
or removal.
- ------------------------------------------------------------------------------------------------------------------------------------
John Winthrop (71) Trustee Trustee since 1985. President, John Winthrop & None
One North Adgers Wharf, Serves until a succes- Co., Inc. (private
Charleston, SC 29401 sor trustee is elected investment firm)
or earlier retirement
or removal.
- ------------------------------------------------------------------------------------------------------------------------------------
41
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FUND OFFICERS
- --------------------------------------------------------------------------------
Position Held Length of Service Principal Occupation Other Directorships
Name and Age With the Fund and Term of Office During Past Five Years Held by this Officer
Dorothy E. Bourassa (59) Secretary Since 2003. Serves Secretary of PIM-USA; Senior None
at the discretion of Vice President - Legal of
the Board Pioneer; Secretary/Clerk of
most of PIM-USA's subsidiar-
ies; and Secretary of all of
the Pioneer Funds since
September 2003 (Assistant
Secretary from November 2000
to September 2003)
- ------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (42) Assistant Secretary Since 2003. Serves Vice President and Senior None
at the discretion of Counsel of Pioneer since
the Board July 2002 and Assistant
Secretary of all of the
Pioneer Funds since
September 2003; Vice
President and Senior Counsel
of BISYS Fund Services, Inc.
(April 2001 to June 2002);
Senior Vice President and
Deputy General Counsel of
Funds Distributor, Inc.
(July 2000 to April 2001)
- ------------------------------------------------------------------------------------------------------------------------------------
Vincent Nave (62) Treasurer Since 2000. Serves Vice President - Fund None
at the discretion of Accounting, Administration
the Board and Controllership Services
of Pioneer; and Treasurer of
all of the Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (47) Assistant Treasurer Since 2004. Serves Deputy Treasurer of Pioneer None
at the discretion of since 2004 and Assistant
the Board Treasurer of all of the
Pioneer Funds since November
2004; Treasurer and Senior
Vice President, CDC IXIS
Asset Management Services
from 2002 to 2003
- ------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (42) Assistant Treasurer Since 2000. Serves Assistant Vice President - None
at the discretion of Fund Accounting,
the Board Administration and
Controllership Services of
Pioneer; and Assistant
Treasurer of all of the
Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (49) Assistant Treasurer Since 2002. Serves Fund Accounting Manager - None
at the discretion of Fund Accounting, Administra-
the Board tion and Controllership
Services of Pioneer; and
Assistant Treasurer of all
of the Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------------------
42
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Position Held Length of Service Principal Occupation Other Directorships
Name and Age With the Fund and Term of Office During Past Five Years Held by this Officer
Katherine Kim Sullivan (33) Assistant Treasurer Since 2003. Serves at the Fund Administration Manager None
discretion of the Board - Fund Accounting,
Administration and
Controllership Services
since June 2003 and
Assistant Treasurer of all
of the Pioneer Funds since
September 2003; Assistant
Vice President - Mutual Fund
Operations of State Street
Corporation from June 2002
to June 2003 (formerly
Deutsche Bank Asset
Management)
- ------------------------------------------------------------------------------------------------------------------------------------
Teri W. Anderholm (48) Chief Compliance Since January 2007. Chief Compliance Officer of None
Officer Serves at the discre- Pioneer since December 2006
tion of the Board and of all the Pioneer Funds
since January 2007; Vice
President and Compliance
Officer, MFS Investment
Management (August 2005 to
December 2006); Consultant,
Fidelity Investments
(February 2005 to July
2005); Independent
Consultant (July 1997 to
February 2005)
- ------------------------------------------------------------------------------------------------------------------------------------
*Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are officers or directors of the fund's investment adviser and
certain of its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
The outstanding capital stock of PFD, Pioneer and PIMSS is indirectly wholly owned by UniCredito Italiano S.p.A. ("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
43
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This page for your notes.
44
- --------------------------------------------------------------------------------
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:
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: www.pioneerinvestments.com
Before investing consider the Fund's investment objectives, risks, charges and
expenses. Contact your advisor or Pioneer Investments for a prospectus
containing this information. Read it carefully.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Fund, including fees
associated with the annual filing of its Form N-1A, totaled
approximately $31,990 in 2007 and $30,760 in 2006.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees
There were no fees for audit-related services provided to the
Fund during the fiscal years ended September 30, 2007 and 2006.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
Tax Fees
Fees for tax compliance services, primarily for tax returns,
totaled approximately $7,820 and $7,515 in 2007 and 2006,
respectively.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
Other Fees
There were no fees for other services provided to the Fund during
the fiscal years ended September 30, 2007 and 2006.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into on or
after May 6, 2003, the effective date of the new SEC pre-approval
rules, the Fund's audit committee is required to pre-approve
services to affiliates defined by SEC rules to the extent that
the services are determined to have a direct impact on the
operations or financial reporting of the Fund. For the years
ended September 30, 2007 and 2006, there were no services
provided to an affiliate that required the Fund's audit
committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Fund and affiliates,
as previously defined, totaled approximately $7,820 in
2007 and $7,515 in 2006.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has considered
whether the provision of non-audit services that were rendered to
the Affiliates (as defined) that were not pre- approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Mid Cap Growth Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date November 29, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date November 29, 2007
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date November 29, 2007
* Print the name and title of each signing officer under his or her signature.