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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 811-06106
Pioneer Mid Cap Value 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: October 31
Date of reporting period: November 1, 2006 through October 31, 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
VALUE FUND
PCGRX
Ticker Symbol
Annual
Report
10/31/07
[LOGO] PIONEER
Investments(R)
Table of Contents
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Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 25
Notes to Financial Statements 35
Report of Independent Registered Public Accounting Firm 43
Trustees, Officers and Service Providers 44
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 in recent months, when an otherwise healthy
long-term bull market was buffeted by problems in the mortgage and banking
industries.
Since mid-year 2007, 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.
U.S. economic growth had slowed over the past two years, but this has been 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
to rising commodity prices or short-term interest rates. The 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, and we have seen two cuts in short-term
interest rates from the Federal Reserve despite strong economic growth in the
second and third quarters of this year. A weaker U.S. dollar has put upward
pressure on some prices, but it has also significantly benefited exporters and
companies competing in the global marketplace, stimulating U.S. economic
growth.
Economic growth in the rest of the world remains relatively positive. In
Europe, solid GDP growth 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 emerging market countries remains faster than in the
developed world, led by China, which continues its rise as a world economic
power.
Looking forward, the economic outlook continues to appear generally positive,
although real estate prices, subprime mortgage defaults, and the possibility of
a liquidity/credit crunch represent growing sources of risk. Central banks have
responded to the stresses in the inter-bank and commercial paper markets by
acting as "lenders of last resort" and, in the case of the Federal Reserve, by
cutting rates.
The U.S. Federal Reserve and the world's other central banks continue to pursue
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
2
Letter
"investor friendly." We view the Fed's recent rate cuts as temporarily "buying
insurance" against a credit crunch, which would threaten economic growth rather
than as an abandonment of its commitment to keeping inflation low.
Even against this "wall of worry" backdrop, the long-term performance of major
asset classes has remained positive. In the 12 months ending October 31, 2007,
equity investors were by and large rewarded as, despite several interim
corrections, the Standard & Poor's 500 Index returned 15%, the Dow Jones
Industrial Average returned 18%, and the NASDAQ Composite Index returned 21%.
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 68%
over the 12-month period. The U.S. bond market, as measured by the Lehman
Aggregate Bond Index, returned 5% in the 12 months ending October 31, 2007. The
U.S. high-yield bond market, as measured by the Merrill Lynch High Yield Bond
Master II Index, returned 7% for the same period, reflecting its higher coupon
yield.
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 best 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 Value Fund
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PORTFOLIO MANAGEMENT DISCUSSION 10/31/07
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The domestic equity market delivered solid performance over the 12 months
ending October 31, 2007, despite periods of volatility precipitated by concerns
that weakness in housing and problems in the subprime mortgage market might
undermine the growth in the economy. Despite these issues, strong global growth
trends and growing corporate profits helped support stock prices over the full
12 months. In the following discussion, Rod Wright, leader of the investment
team managing the Pioneer Mid Cap Value Fund, provides an update on the Fund
and the factors that influenced performance during the 12 months.
Q: How did the Fund perform during the 12-month period?
A: The Fund performed well, outdistancing returns from both mid-cap value
benchmarks, as well as the general stock market, while also outpacing the
average of its Lipper competitive funds group. Pioneer Mid Cap Value Fund
Class A shares produced a total return of 16.47%, at net asset value, for
the 12 months ending October 31, 2007. During the same period, the
Russell Mid-Cap Value Index rose 9.73% while the Standard & Poor's 500
Index gained 14.60%. The average return for the 307 funds in Lipper's
Mid-Cap Value Fund category was 12.87% during the same 12-month period.
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.
Q: What were the principal factors affecting performance during the period?
A: Equity prices rose for most of the period, driven by the effects of a
robust global economy and healthy corporate earnings growth. The rally
was interrupted in July and August, however, when a credit crunch
emanating from the subprime mortgage industry caused concerns about the
domestic economy. Stock prices then began
4
Pioneer Mid Cap Value Fund
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recovering again in the final weeks of the period on the strength of
global economic trends.
Stock selection drove performance, as the Fund's holdings outperformed
their group averages in nine of the 10 market sectors. We were well
positioned, as market trends changed to benefit the types of companies
that we emphasize. We focus on individual stock selection, seeking
fundamentally sound companies with high returns on equity and invested
capital. We try to assemble a portfolio of companies with strong growth
and profit records, solid balance sheets, successful management teams and
solid positions in their markets. We do not base sector and industry
weightings on any analysis of how various groups might be affected by
macroeconomic trends, but we do overweight and underweight sectors based
on our stock selection process. While the Fund performed relatively well
throughout the period, it held up particularly well during the volatile
July and August months, as higher-quality companies with strong balance
sheets showed greater resilience than more highly-leveraged corporations.
As a result of our selection process, the Fund was underweighted in the
financials, consumer discretionary and utilities sectors. Each of these
sectors underperformed the market during the period. Conversely, we were
overweighted in consumer staples, which outperformed. It was, however, the
individual stock selections within each sector, rather than the sector
positioning, that was the principal factor in the Fund's performance.
Q: What were some of the investments that most influenced performance during
the period, either positively or negatively?
A: While utilities generally produced lackluster returns in the market, our
selections in the sector were particularly successful. The leading
performer in the group was NRG Energy, a power producer that benefited
both from the rising price of power and the successful integration of an
acquisition. The Fund's underweighting of financials companies -
especially the lack of exposure to real estate investment trusts -
provided another notable boost to relative performance.
Apollo Group and Juniper Networks were two companies in which we invested
when they had low prices, but in our view still had attractive value and
potential. The share prices of both companies
5
Pioneer Mid Cap Value Fund
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PORTFOLIO MANAGEMENT DISCUSSION 10/31/07 (continued)
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appreciated significantly during the period as they showed solid earnings
improvement. Apollo Group is a leading on-line adult education company
best known for its University of Phoenix subsidiary. Juniper Networks
produces infrastructure for information technology networks. In the energy
sector, Tesoro Oil, a refiner, and Weatherford International, an oil field
services company, did well, adding to the Fund's relative performance.
Although automobile industry stocks in general struggled during the
period, our investment in auto parts manufacturer BorgWarner was a
noteworthy exception, as it posted a strong gain. BorgWarner, which
specializes in highly engineered parts for drive trains and braking
systems, has a well-diversified customer base, selling to foreign as well
as domestic manufacturers. As a result, it is less exposed to the problems
that can plague the major American auto companies.
We did have some disappointments during the period. While our
underweighting of financials companies helped, we nevertheless were
affected when stock valuations of virtually that entire group declined in
mid-summer. Two underperformers in that sector were on-line broker E*Trade
and bond insurance company AMBAC. We have sold both positions. However, we
have retained our investment in another detractor: contact lens
manufacturer Cooper. The company has struggled as it has restructured
itself and integrated the operations of a new acquisition.
Although the Fund was underweighted in the weak-performing retail
industry, performance still was held back by poor results from our
investments in J.C. Penney and Sears.
Q: What is your investment outlook?
A: We believe that growth in the domestic economy is likely to decelerate,
with the equity market continuing to experience volatility, especially if
investors receive more bad news about subprime mortgages. As a
consequence, we expect the Fund to remain defensively positioned. In our
search for fundamentally sound companies, we have found more interesting
opportunities in the health care and information technology sectors. As a
result, we have overweighted both sectors, as well as consumer staples.
We have found fewer opportunities in the financials and consumer
discretionary groups, which have been underweighted.
6
Pioneer Mid Cap Value Fund
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Investments in mid-sized companies may offer the potential for higher returns,
but are also subject to greater short-term price fluctuations than larger, more
established companies. Investing in foreign and/or emerging markets securities
involves risks relating to interest rates, currency exchange rates, economic,
and political conditions. 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 those industries and sectors.
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 opinions 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.
7
Pioneer Mid Cap Value Fund
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PORTFOLIO SUMMARY 10/31/07
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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 93.0%
Temporary Cash Investments 6.2%
Depositary Receipts for International Stocks 0.8%
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]
Financials 20.0%
Industrials 13.0%
Consumer Discretionary 11.7%
Utilities 11.6%
Consumer Staples 9.7%
Information Technology 9.6%
Health Care 9.2%
Materials 8.6%
Energy 6.6%
10 Largest Holdings
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(As a percentage of equity holdings)*
1. UNUM Group 2.97%
2. Air Products & Chemicals, Inc. 2.33
3. Loews Corp Carolina Group 2.12
4. The Interpublic Group of Companies, Inc. 2.08
5. Kroger Co. 2.04
6. AETNA, Inc. 1.95
7. Edison International 1.92
8. Omnicare, Inc. 1.89
9. NRG Energy, Inc. 1.84
10. Waste Management, Inc. 1.80
* 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.
8
Pioneer Mid Cap Value Fund
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PRICES AND DISTRIBUTIONS
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Net Asset Value Per Share
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Class 10/31/07 10/31/06
- ------- ---------- ---------
A $25.62 $25.33
B $21.65 $22.00
C $21.48 $21.84
R $25.26 $25.06
Y $26.73 $26.31
Class 12/10/06 11/1/06
- ------------ ---------- --------
Investor $23.06 $25.40
Distributions Per Share
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11/1/06 - 10/31/07
-----------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
- ------- ---------------- --------------- --------------
A $0.1017 $0.4697 $2.8348
B $ - $0.4697 $2.8348
C $ - $0.4697 $2.8348
R $0.0814 $0.4697 $2.8348
Y $0.2084 $0.4697 $2.8348
11/1/06 - 10/31/07
-----------------------------------------------
Net Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
- ------------ ---------------- --------------- --------------
Investor $ - $0.4967 $2.8345
9
Pioneer Mid Cap Value Fund
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PERFORMANCE UPDATE 10/31/07 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 Value Fund at public offering price,
compared to that of the Russell Midcap Value Index.
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Average Annual Total Returns
(As of October 31, 2007)
Net Asset Public Offering
Period Value (NAV) Price (POP)
10 Years 10.34% 9.69%
5 Years 18.33 16.94
1 Year 16.47 9.75
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Expense Ratio
(Per prospectus dated March 1, 2007)
Gross Net
1.07% 1.07%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Russell
Mid Cap Midcap
Value Fund Value Index
10/97 $ 9,425 $10,000
$ 8,601 $10,574
10/99 $ 9,463 $11,177
$11,356 $12,501
10/01 $11,566 $12,329
$10,873 $11,963
10/03 $14,289 $15,968
$16,811 $19,120
10/05 $18,812 $22,848
$21,655 $27,535
10/07 $25,220 $30,214
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 Value Index measures the performance of U.S. mid-cap value
stocks. Index returns 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 Value Fund
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PERFORMANCE UPDATE 10/31/07 CLASS B SHARES
- --------------------------------------------------------------------------------
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 Value Fund, compared to that of the Russell
Midcap Value Index.
- ---------------------------------------------
Average Annual Total Returns
(As of October 31, 2007)
If If
Period Held Redeemed
10 Years 9.41% 9.41%
5 Years 17.26 17.26
1 Year 15.38 11.45
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Expense Ratio
(Per prospectus dated March 1, 2007)
Gross Net
1.98% 1.98%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Russell
Mid Cap Midcap
Value Fund Value Index
10/97 $10,000 $10,000
$ 9,063 $10,574
10/99 $ 9,889 $11,177
$11,773 $12,501
10/01 $11,892 $12,329
$11,089 $11,963
10/03 $14,446 $15,968
$16,850 $19,120
10/05 $18,671 $22,848
$21,301 $27,535
10/07 $24,578 $30,214
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
pioneerinvestments.com. 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 Value Index measures the performance of U.S. mid-cap value
stocks. Index returns 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 Value Fund
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PERFORMANCE UPDATE 10/31/07 CLASS C SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Value Fund, compared to that of the Russell
Midcap Value Index.
- ---------------------------------------------
Average Annual Total Returns
(As of October 31, 2007)
If If
Period Held Redeemed
10 Years 9.40% 9.40%
5 Years 17.32 17.32
1 Year 15.46 15.46
- ---------------------------------------------
Expense Ratio
(Per prospectus dated March 1, 2007)
Gross Net
1.89% 1.89%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Russell
Mid Cap Midcap
Value Fund Value Index
10/97 $10,000 $10,000
$ 9,062 $10,574
10/99 $ 9,879 $11,177
$11,748 $12,501
10/01 $11,861 $12,329
$11,048 $11,963
10/03 $14,396 $15,968
$16,786 $19,120
10/05 $18,624 $22,848
$21,269 $27,535
10/07 $24,557 $30,214
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 Value Index measures the performance of U.S. mid-cap value
stocks. Index returns 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 Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/07 CLASS R SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Value Fund, compared to that of the Russell
Midcap Value Index.
- -------------------------------------------------
Average Annual Total Returns
(As of October 31, 2007)
If If
Period Held Redeemed
10 Years 9.95% 9.95%
5 Years 18.07 18.07
1 Year 16.14 16.14
- -------------------------------------------------
Expense Ratio
(Per prospectus dated March 1, 2007)
Gross Net
1.37% 1.37%
- -------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Russell
Mid Cap Midcap
Value Fund Value Index
10/97 $10,000 $10,000
$ 9,080 $10,574
10/99 $ 9,941 $11,177
$11,870 $12,501
10/01 $12,030 $12,329
$11,253 $11,963
10/03 $14,758 $15,968
$17,341 $19,120
10/05 $19,368 $22,848
$22,233 $27,535
10/07 $25,823 $30,214
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.
The performance of Class R shares for the period prior to the commencement of
operations of Class R shares on 4/1/03 is based on the performance of Class A
shares, reduced to reflect the higher distribution and service fees of Class R
shares. For the period after April 1, 2003, the actual performance of Class R
shares is reflected. Class R shares are not subject to sales charges and are
available for limited groups of eligible investors, including institutional
investors. 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 Value Index measures the performance of U.S. mid-cap value
stocks. Index returns assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. You cannot invest
directly in an Index.
13
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/07 CLASS Y SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Value Fund, compared to that of the Russell
Midcap Value Index.
- ----------------------------------------------
Average Annual Total Returns
(As of October 31, 2007)
If If
Period Held Redeemed
10 Years 10.84% 10.84%
5 Years 18.89 18.89
1 Year 16.84 16.84
- ----------------------------------------------
Expense Ratio
(Per prospectus dated March 1, 2007)
Gross Net
0.61% 0.61%
- ----------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Russell
Mid Cap Midcap
Value Fund Value Index
10/97 $10,000 $10,000
$ 9,146 $10,574
10/99 $10,110 $11,177
$12,188 $12,501
10/01 $12,476 $12,329
$11,785 $11,963
10/03 $15,565 $15,968
$18,402 $19,120
10/05 $20,721 $22,848
$23,952 $27,535
10/07 $27,987 $30,214
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 shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to Class A
shares. Since fees for Class A shares are generally higher than those of Class
Y shares, the performance shown for Class Y shares prior to their inception
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 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 and can be rescinded at any time. See the
prospectus and financial statements for complete details.
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 Value Index measures the performance of U.S. mid-cap value
stocks. Index returns assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. You cannot invest
directly in an Index.
14
Pioneer Mid Cap Value 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 Value Fund
Based on actual returns from May 1, 2007 through October 31, 2007.
Share Class A B C R Y
- --------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 5/1/07
Ending Account $1,021.58 $1,016.83 $1,017.09 $1,019.31 $1,023.30
Value (after expenses)
10/31/07
Expenses Paid $ 5.20 $ 9.91 $ 9.46 $ 6.77 $ 3.47
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 1.02%, 1.95%,
1.86%, 1.33% and 0.68% multiplied by the average account value over the
period, multiplied by 184/365 (to reflect the partial year period).
15
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
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 Value Fund
Based on a hypothetical 5% per year return before expenses, reflecting
the period from May 1, 2007 through October 31, 2007.
Share Class A B C R Y
- --------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 5/1/07
Ending Account $1,020.06 $1,015.38 $1,015.38 $1,018.50 $1,021.78
Value (after expenses)
10/31/07
Expenses Paid $ 5.19 $ 9.91 $ 9.45 $ 6.77 $ 3.47
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 1.02%, 1.95%,
1.86%, 1.33% and 0.68% multiplied by the average account value over the
period, multiplied by 184/365 (to reflect the partial year period).
16
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/07
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 97.5%
Energy - 6.4%
Integrated Oil & Gas - 2.0%
550,000 Hess Corp. $ 39,385,500
300,000 USX-Marathon Group, Inc. 17,739,000
--------------
$ 57,124,500
--------------
Oil & Gas Equipment & Services - 1.2%
500,000 Weatherford Intl, Inc.* $ 32,455,000
--------------
Oil & Gas Exploration & Production - 1.6%
900,000 Plains Exploration and Product, Inc.* $ 45,855,000
--------------
Oil & Gas Refining & Marketing - 1.6%
725,000 Tesoro Petroleum Corp. $ 43,884,250
--------------
Total Energy $ 179,318,750
--------------
Materials - 8.4%
Diversified Metals & Mining - 1.6%
375,000 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 44,130,000
--------------
Gold - 1.3%
725,000 Newmont Mining Corp. $ 36,873,500
--------------
Industrial Gases - 2.3%
650,000 Air Products & Chemicals, Inc. $ 63,602,500
--------------
Metal & Glass Containers - 1.7%
975,000 Ball Corp. $ 48,340,500
--------------
Specialty Chemicals - 1.5%
800,000 International Flavor & Fragrances, Inc. $ 41,768,000
--------------
Total Materials $ 234,714,500
--------------
Capital Goods - 7.1%
Aerospace & Defense - 1.7%
425,000 L-3 Communications Holdings, Inc. $ 46,597,000
--------------
Construction & Engineering - 1.1%
750,000 KBR, Inc.* $ 32,160,000
--------------
Electrical Component & Equipment - 1.5%
750,000 Thomas & Betts Corp.* $ 42,007,500
--------------
Industrial Machinery - 1.1%
636,025 Crane Co. $ 30,173,026
--------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/07 (continued)
- --------------------------------------------------------------------------------
Shares Value
Trading Companies & Distributors - 1.7%
525,000 W.W. Grainger, Inc. $ 47,208,000
--------------
Total Capital Goods $ 198,145,526
--------------
Commercial Services & Supplies - 4.7%
Diversified Commercial Services - 1.5%
1,100,000 Equifax, Inc. $ 42,350,000
--------------
Environmental & Facilities Services - 3.2%
1,175,000 Republic Services, Inc. $ 40,173,250
1,350,000 Waste Management, Inc.* 49,126,500
--------------
$ 89,299,750
--------------
Total Commercial Services & Supplies $ 131,649,750
--------------
Transportation - 0.9%
Railroads - 0.9%
550,000 CSX Corp. $ 24,623,500
--------------
Total Transportation $ 24,623,500
--------------
Automobiles & Components - 1.5%
Auto Parts & Equipment - 1.5%
400,000 BorgWarner, Inc. $ 42,284,000
--------------
Total Automobiles & Components $ 42,284,000
--------------
Consumer Durables & Apparel - 1.3%
Homebuilding - 0.4%
1,000,000 D.R. Horton, Inc.* $ 12,690,000
--------------
Housewares & Specialties - 0.9%
300,000 Fortune Brands, Inc. $ 25,131,000
--------------
Total Consumer Durables & Apparel $ 37,821,000
--------------
Consumer Services - 2.2%
Casinos & Gaming - 0.2%
75,000 Harrah's Entertainment, Inc. $ 6,618,750
--------------
Education Services - 0.9%
300,000 Apollo Group, Inc.*(b) $ 23,778,000
--------------
Hotels, Resorts & Cruise Lines - 1.1%
650,000 Carnival Corp. $ 31,187,000
--------------
Total Consumer Services $ 61,583,750
--------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Media - 3.4%
Advertising - 2.0%
5,500,000 The Interpublic Group of Companies, Inc.*(b) $ 56,925,000
--------------
Movies & Entertainment - 1.4%
925,000 Viacom, Inc. (Class B)* $ 38,193,250
--------------
Total Media $ 95,118,250
--------------
Retailing - 2.9%
Apparel Retail - 1.0%
1,500,000 Gap, Inc. $ 28,350,000
--------------
Department Stores - 1.9%
300,000 J.C. Penney Co., Inc. $ 16,872,000
275,000 Sears Holdings Corp.*(b) 37,067,250
--------------
$ 53,939,250
--------------
Total Retailing $ 82,289,250
--------------
Food & Drug Retailing - 3.8%
Food Retail - 3.8%
1,900,000 Kroger Co. $ 55,841,000
1,150,000 Safeway, Inc. 39,100,000
523,214 Winn-Dixie Stores, Inc.* 12,368,779
--------------
$ 107,309,779
--------------
Total Food & Drug Retailing $ 107,309,779
--------------
Food, Beverage & Tobacco - 4.5%
Brewers - 1.3%
650,000 Molson Coors Brewing Co. (Class B) $ 37,199,500
--------------
Packaged Foods & Meats - 1.1%
500,000 William Wrigley Jr. Co. $ 30,835,000
--------------
Tobacco - 2.1%
675,000 Loews Corp., Carolina Group $ 57,901,500
--------------
Total Food, Beverage & Tobacco $ 125,936,000
--------------
Household & Personal Products - 1.2%
Personal Products - 1.2%
750,000 Estee Lauder Co. $ 32,925,000
--------------
Total Household & Personal Products $ 32,925,000
--------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/07 (continued)
- --------------------------------------------------------------------------------
Shares Value
Health Care Equipment & Services - 7.2%
Health Care Services - 3.6%
700,000 Laboratory Corp. of America Holdings* $ 48,125,000
1,750,000 Omnicare, Inc. 51,625,000
--------------
$ 99,750,000
--------------
Health Care Supplies - 1.7%
1,150,000 Cooper Companies, Inc. (b) $ 48,300,000
--------------
Managed Health Care - 1.9%
950,000 AETNA, Inc. $ 53,361,500
--------------
Total Health Care Equipment & Services $ 201,411,500
--------------
Pharmaceuticals & Biotechnology - 1.8%
Life Sciences Tools & Services - 0.5%
550,000 PerkinElmer, Inc. $ 15,136,000
--------------
Pharmaceuticals - 1.3%
625,000 Barr Laboratorie, Inc.* $ 35,825,000
--------------
Total Pharmaceuticals & Biotechnology $ 50,961,000
--------------
Banks - 3.5%
Regional Banks - 3.1%
475,000 Key Corp. $ 13,513,750
300,000 Marshall & Ilsley Corp. 12,810,000
500,000 PNC Bank Corp. 36,080,000
400,000 Zions BanCorp. 23,644,000
--------------
$ 86,047,750
--------------
Thrifts & Mortgage Finance - 0.4%
800,000 Hudson City Bancorp, Inc. $ 12,528,000
--------------
Total Banks $ 98,575,750
--------------
Diversified Financials - 3.2%
Asset Management & Custody Banks - 1.7%
575,000 Legg Mason, Inc. $ 47,690,500
--------------
Consumer Finance - 1.5%
1,051,796 The First Marblehead Corp. (b) $ 40,841,239
--------------
Total Diversified Financials $ 88,531,739
--------------
20 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Insurance - 7.7%
Insurance Brokers - 1.6%
1,000,000 Aon Corp. $ 45,320,000
--------------
Life & Health Insurance - 2.9%
3,475,000 UNUM Group $ 81,106,500
--------------
Property & Casualty Insurance - 2.0%
600,000 Ambac Financial Group, Inc. (b) $ 22,098,000
1,900,000 Progressive Corp. 35,150,000
--------------
$ 57,248,000
--------------
Reinsurance - 1.2%
550,000 Renaissancere Holdings, Ltd. $ 32,087,000
--------------
Total Insurance $ 215,761,500
--------------
Real Estate - 5.1%
Industrial Real Estate Investment Trust - 1.0%
400,000 ProLogis Trust $ 28,696,000
--------------
Mortgage Real Estate Investment Trust - 1.3%
2,100,000 Annaly Capital Management, Inc. (b) $ 35,889,000
--------------
Office Real Estate Investment Trust - 1.0%
250,000 Boston Properties, Inc. $ 27,085,000
--------------
Specialized Real Estate Investment Trusts - 1.8%
1,250,000 Host Hotels & Resorts, Inc. (b) $ 27,700,000
300,000 Public Storage, Inc. 24,291,000
--------------
$ 51,991,000
--------------
Total Real Estate $ 143,661,000
--------------
Software & Services - 1.5%
Data Processing & Outsourced Services - 1.5%
700,000 Computer Sciences Corp.*(b) $ 40,873,000
--------------
Total Software & Services $ 40,873,000
--------------
Technology Hardware & Equipment - 6.0%
Communications Equipment - 0.4%
1,400,000 Tellabs, Inc.* $ 12,334,000
--------------
The accompanying notes are an integral part of these financial statements. 21
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/07 (continued)
- --------------------------------------------------------------------------------
Shares Value
Computer Hardware - 3.5%
1,450,000 NCR Corp.* $ 40,005,500
2,700,000 Sun Microsystems, Inc.* 15,417,000
1,450,000 Teradata Corp.* 41,368,500
--------------
$ 96,791,000
--------------
Computer Storage & Peripherals - 0.9%
1,075,000 Imation Corp. $ 23,951,000
--------------
Office Electronics - 1.2%
2,000,000 Xerox Corp.* $ 34,880,000
--------------
Total Technology Hardware & Equipment $ 167,956,000
--------------
Semiconductors - 1.9%
1,500,000 Infineon Technologies (A.D.R.)* $ 22,020,000
1,250,000 National Semiconductor Corp. (b) 31,425,000
--------------
$ 53,445,000
--------------
Total Semiconductors $ 53,445,000
--------------
Utilities - 11.3%
Electric Utilities - 5.2%
850,000 American Electric Power Co., Inc. $ 40,978,500
900,000 Edison International 52,335,000
500,000 Firstenergy Corp. 34,850,000
350,000 PPL Corp. 18,095,000
--------------
$ 146,258,500
--------------
Gas Utilities - 1.7%
850,000 Questar Corp. $ 48,518,000
--------------
Independent Power Producer & Energy Traders - 1.8%
1,100,000 NRG Energy, Inc.* $ 50,226,000
--------------
Multi-Utilities - 2.6%
975,000 NSTAR $ 34,281,000
400,000 Public Service Enterprise Group, Inc. 38,240,000
--------------
$ 72,521,000
--------------
Total Utilities $ 317,523,500
--------------
TOTAL COMMON STOCKS
(Cost $2,185,277,213) $2,732,419,044
--------------
22 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal
Amount Value
TEMPORARY CASH INVESTMENTS - 6.4%
Repurchase Agreement - 2.6%
$ 74,700,000 UBS Warburg, Inc., 4.40%, dated 10/31/07,
repurchase price of $74,700,000 plus accrued
interest on 11/1/07 collateralized by
$73,530,000 U.S. Treasury Note, 4.5%,
11/30/11 $ 74,700,000
--------------
Shares
Time Deposits - 3.8%
100,935,465 Dresdner Bank AG $ 100,935,465
5,057,994 Royal Bank of Canada 5,057,994
--------------
$ 105,993,459
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $251,693,459) $ 180,693,459
--------------
TOTAL INVESTMENT IN SECURITIES - 103.9%
(Cost $2,436,970,672) (a) $2,913,112,503
--------------
OTHER ASSETS AND LIABILITIES - (3.9)% $ (110,252,093)
--------------
TOTAL NET ASSETS - 100.0% $2,802,860,410
==============
(A.D.R.) American Depositary Receipt
* Non-income producing security.
(a) At October 31, 2007, the net unrealized gain on investments based on cost
for federal income tax purposes of $2,440,326,183 was as follows:
Aggregate gross unrealized gain for all investments in which there is
an excess of value over tax cost $577,805,698
Aggregate gross unrealized loss for all investments in which there is
an excess of tax cost over value (105,019,378)
------------
Net unrealized gain $472,786,320
============
The accompanying notes are an integral part of these financial statements. 23
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/07 (continued)
- --------------------------------------------------------------------------------
(b) At October 31, 2007, the following securities were out on loan:
Shares Security Value
480,638 Ambac Financial Group, Inc. $ 17,701,898
522,000 Annaly Capital Management, Inc. 8,920,980
38,706 Apollo Group, Inc.* 3,067,838
77,535 Computer Sciences Corp.* 4,527,269
175,200 Cooper Companies, Inc. 7,358,400
29,000 The First Marblehead Corp. 1,126,070
43,570 Host Hotels & Resorts, Inc. 965,511
1,651,993 The Interpublic Group of Companies, Inc.* 17,098,128
211,393 National Semiconductor Corp. 5,314,420
269,677 Sears Holdings Corp.* 36,349,763
------------
Total $102,430,277
============
Purchases and sales of securities (excluding temporary cash investments) for
the year ended October 31, 2007 aggregated $1,458,273,797 and $1,767,302,188,
respectively.
24 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 10/31/07
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities (including securities loaned of
$102,430,277) (cost $2,436,970,672) $2,913,112,503
Receivables -
Investment securities sold 9,144,801
Fund shares sold 2,740,424
Dividends, interest and foreign taxes withheld 1,412,318
Due from Pioneer Investment Management, Inc. 37,000
Other 68,266
--------------
Total assets $2,926,515,312
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 9,999,035
Fund shares repurchased 4,587,905
Upon return of securities loaned 105,993,459
Due to bank 2,192,008
Due to affiliates 813,421
Accrued expenses 69,074
--------------
Total liabilities $ 123,654,902
--------------
NET ASSETS:
Paid-in capital $2,136,964,048
Undistributed net investment income 8,918,260
Accumulated net realized gain on investments 180,836,271
Net unrealized gain on investments 476,141,831
--------------
Total net assets $2,802,860,410
==============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $2,048,721,329/79,979,392 shares) $ 25.62
==============
Class B (based on $149,348,075/6,899,888 shares) $ 21.65
==============
Class C (based on $187,565,600/8,732,149 shares) $ 21.48
==============
Class R (based on $62,740,836/2,483,626 shares) $ 25.26
==============
Class Y (based on $354,484,570/13,262,702 shares) $ 26.73
==============
MAXIMUM OFFERING PRICE:
Class A ($25.62 [divided by] 94.25%) $ 27.18
==============
The accompanying notes are an integral part of these financial statements. 25
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended 10/31/07
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $6,882) $39,246,146
Interest 2,523,515
Income from securities loaned, net 225,566
-----------
Total investment income $ 41,995,227
------------
EXPENSES:
Management fees
Basic Fee $17,872,391
Performance Adjustment (2,455,038)
Transfer agent fees and expenses
Class A 3,604,621
Class B 599,269
Class C 517,646
Investor Class 24,600
Class R 119,069
Class Y 258,671
Distribution fees
Class A 5,102,035
Class B 1,627,862
Class C 1,906,888
Class R 280,677
Administrative fees 611,580
Custodian fees 76,513
Registration fees 226,826
Professional fees 140,406
Printing expense 145,600
Fees and expenses of nonaffiliated trustees 47,942
Miscellaneous 88,136
-----------
Total expenses $ 30,795,694
Less fees paid indirectly (246,686)
------------
Net expenses $ 30,549,008
------------
Net investment income $ 11,446,219
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $185,968,082
------------
Change in net unrealized gain on investments $216,983,578
------------
Net gain on investments $402,951,660
------------
Net increase in net assets resulting from operations $414,397,879
============
26 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Years Ended 10/31/07 and 10/31/06, respectively
Year Ended Year Ended
10/31/07 10/31/06
FROM OPERATIONS:
Net investment income $ 11,446,219 $ 11,319,312
Net realized gain on investments 185,968,082 353,159,253
Change in net unrealized gain on investments 216,983,578 21,854,311
-------------- ----------------
Net increase in net assets resulting from
operations $ 414,397,879 $ 386,332,876
-------------- ----------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.10 and $0.02 per share, respectively) $ (8,904,124) $ (1,785,086)
Investor Class ($0.00 and $0.05 per share,
respectively) - (142,914)
Class R ($0.08 and $0.02 per share, respectively) (163,640) (23,622)
Class Y ($0.21 and $0.11 per share, respectively) (2,684,105) (1,309,598)
Net realized gain:
Class A ($3.30 and $0.85 per share, respectively) (249,231,183) (74,063,394)
Class B ($3.30 and $0.85 per share, respectively) (24,715,474) (8,221,025)
Class C ($3.30 and $0.85 per share, respectively) (28,270,849) (7,923,503)
Investor Class ($3.30 and $0.85 per share,
respectively) (7,692,395) (2,348,004)
Class R ($3.30 and $0.85 per share, respectively) (5,657,035) (763,737)
Class Y ($3.30 and $0.85 per share, respectively) (38,852,304) (10,073,717)
-------------- ----------------
Total distributions to shareowners $ (366,171,109) $ (106,654,600)
-------------- ----------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 637,423,424 $ 635,427,260
Reinvestment of distributions 309,803,431 86,716,751
Cost of shares repurchased (889,020,605) (1,002,627,314)
-------------- ----------------
Net increase (decrease) in net assets resulting
from Fund share transactions $ 58,206,250 $ (280,483,303)
-------------- ----------------
Net increase (decrease) in net assets $ 106,433,020 $ (805,027)
NET ASSETS:
Beginning of year 2,696,427,390 2,697,232,417
-------------- ----------------
End of year $2,802,860,410 $ 2,696,427,390
============== ================
Undistributed net investment income $ 8,918,260 $ 9,235,355
============== ================
The accompanying notes are an integral part of these financial statements. 27
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
'07 Shares '07 Amount '06 Shares '06 Amount
CLASS A
Shares sold 15,858,668 $ 392,570,324 16,731,441 $ 396,039,702
Conversion from Investor
Class Shares 2,648,752 60,868,325 - -
Reinvestment of distributions 10,128,942 228,801,001 2,887,262 66,309,165
Less shares repurchased (25,497,829) (628,291,265) (28,492,107) (679,064,757)
----------- -------------- ----------- --------------
Net increase (decrease) 3,138,533 $ 53,948,385 (8,873,404) $ (216,715,890)
=========== ============== =========== ==============
CLASS B
Shares sold 915,604 $ 19,034,949 989,428 $ 20,573,797
Reinvestment of distributions 1,165,397 22,329,112 365,505 7,342,377
Less shares repurchased (2,740,303) (56,957,141) (3,541,862) (73,714,179)
----------- -------------- ----------- --------------
Net decrease (659,302) $ (15,593,080) (2,186,929) $ (45,798,005)
=========== ============== =========== ==============
CLASS C
Shares sold 1,798,827 $ 37,004,372 2,402,694 $ 49,532,486
Reinvestment of distributions 1,162,810 22,093,525 300,512 5,989,127
Less shares repurchased (2,877,077) (59,252,128) (3,249,785) (67,112,143)
----------- -------------- ----------- --------------
Net increase (decrease) 84,560 $ (154,231) (546,579) $ (11,590,530)
=========== ============== =========== ==============
INVESTOR CLASS
Reinvestment of distributions 330,088 $ 7,480,413 106,415 $ 2,451,591
Conversion to Class A Shares (2,639,642) (60,868,325) - -
Less shares repurchased (56,435) (1,406,561) (523,570) (12,546,274)
----------- -------------- ----------- --------------
Net decrease (2,365,989) $ (54,794,473) (417,155) $ (10,094,683)
=========== ============== =========== ==============
CLASS R
Shares sold 1,271,668 $ 30,686,994 1,270,654 $ 29,919,093
Reinvestment of distributions 244,399 5,454,111 31,508 718,012
Less shares repurchased (751,641) (18,367,223) (363,752) (8,598,778)
----------- -------------- ----------- --------------
Net increase 764,426 $ 17,773,882 938,410 $ 22,038,327
=========== ============== =========== ==============
CLASS Y
Shares sold 6,129,171 $ 158,126,785 5,663,318 $ 139,362,182
Reinvestment of distributions 1,002,036 23,645,269 163,759 3,906,479
Less shares repurchased (4,947,968) (124,746,287) (6,522,848) (161,591,183)
----------- -------------- ----------- --------------
Net increase (decrease) 2,183,239 $ 57,025,767 (695,771) $ (18,322,522)
=========== ============== =========== ==============
28 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
10/31/07 10/31/06 10/31/05 10/31/04 10/31/03
CLASS A
Net asset value, beginning of period $ 25.33 $ 22.84 $ 25.57 $ 22.25 $ 16.93
---------- ---------- ---------- ---------- ----------
Increase from investment operations:
Net investment income $ 0.11 $ 0.12 $ 0.04 $ 0.01 $ 0.04
Net realized and unrealized gain on investments 3.58 3.24 2.86 3.83 5.28
---------- ---------- ---------- ---------- ----------
Net increase from investment operations $ 3.69 $ 3.36 $ 2.90 $ 3.84 $ 5.32
Distributions to shareowners:
Net investment income (0.10) (0.02) - - -
Net realized gain (3.30) (0.85) (5.63) (0.52) -
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net asset value $ 0.29 $ 2.49 $ (2.73) $ 3.32 $ 5.32
---------- ---------- ---------- ---------- ----------
Net asset value, end of period $ 25.62 $ 25.33 $ 22.84 $ 25.57 $ 22.25
========== ========== ========== ========== ==========
Total return* 16.47% 15.11% 11.90% 17.65% 31.42%
Ratio of net expenses to average net assets+ 1.03% 1.08% 1.10% 1.21% 1.37%
Ratio of net investment income to average net assets+ 0.48% 0.46% 0.16% 0.05% 0.24%
Portfolio turnover rate 54% 91% 74% 59% 58%
Net assets, end of period (in thousands) $2,048,721 $1,946,583 $1,957,797 $1,547,823 $1,208,400
Ratios with reduction for fees paid indirectly:
Net expenses 1.02% 1.07% 1.10% 1.21% 1.37%
Net investment income 0.49% 0.47% 0.16% 0.05% 0.24%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of the
investment at net asset value at the end of each period. Total return would be
reduced if sales charges were taken into account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 29
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
10/31/07 10/31/06 10/31/05 10/31/04 10/31/03
CLASS B
Net asset value, beginning of period $ 22.00 $ 20.10 $ 23.32 $ 20.48 $ 15.72
------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.10) $ (0.11) $ (0.17) $ (0.22) $ (0.13)
Net realized and unrealized gain on investments 3.05 2.86 2.58 3.55 4.89
------- ------- ------- ------- -------
Net increase from investment operations $ 2.95 $ 2.75 $ 2.41 $ 3.33 $ 4.76
Distributions to shareowners:
Net investment income - - - - -
Net realized gain (3.30) (0.85) (5.63) (0.49) -
------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ (0.35) $ 1.90 $ (3.22) $ 2.84 $ 4.76
------- ------- ------- ------- -------
Net asset value, end of period $ 21.65 $ 22.00 $ 20.10 $ 23.32 $ 20.48
======= ======= ======= ======= =======
Total return* 15.38% 14.09% 10.81% 16.64% 30.28%
Ratio of net expenses to average net assets+ 1.97% 2.00% 2.06% 2.13% 2.22%
Ratio of net investment loss to average net assets+ (0.46)% (0.46)% (0.80)% (0.86)% (0.61)%
Portfolio turnover rate 54% 91% 74% 59% 58%
Net assets, end of period (in thousands) $149,348 $166,294 $195,916 $208,844 $241,313
Ratios with reduction for fees paid indirectly:
Net expenses 1.95% 1.98% 2.06% 2.13% 2.22%
Net investment loss (0.44)% (0.44)% (0.80)% (0.86)% (0.61)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of the
investment at net asset value at the end of each period. Total return would be
reduced if sales charges were taken into account.
+ Ratios with no reduction for fees paid indirectly.
30 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
10/31/07 10/31/06 10/31/05 10/31/04 10/31/03
CLASS C
Net asset value, beginning of period $ 21.84 $ 19.94 $ 23.15 $ 20.34 $ 15.61
------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.08) $ (0.08) $ (0.11) $ (0.16) $ (0.10)
Net realized and unrealized gain on investments 3.02 2.83 2.53 3.46 4.83
------- ------- ------- ------- -------
Net increase from investment operations $ 2.94 $ 2.75 $ 2.42 $ 3.30 $ 4.73
Distributions to shareowners:
Net realized gain (3.30) (0.85) (5.63) (0.49) -
------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ (0.36) $ 1.90 $ (3.21) $ 2.81 $ 4.73
------- ------- ------- ------- -------
Net asset value, end of period $ 21.48 $ 21.84 $ 19.94 $ 23.15 $ 20.34
======= ======= ======= ======= =======
Total return* 15.46% 14.20% 10.95% 16.60% 30.30%
Ratio of net expenses to average net assets+ 1.87% 1.90% 1.95% 2.11% 2.28%
Ratio of net investment loss to average net assets+ (0.36)% (0.36)% (0.68)% (0.88)% (0.68)%
Portfolio turnover rate 54% 91% 74% 59% 58%
Net assets, end of period (in thousands) $187,566 $188,847 $183,357 $105,778 $53,982
Ratios with reduction for fees paid indirectly:
Net expenses 1.86% 1.89% 1.95% 2.11% 2.28%
Net investment loss (0.35)% (0.35)% (0.68)% (0.88)% (0.68)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of the
investment at net asset value at the end of each period. Total return would be
reduced if sales charges were taken into account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 31
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
11/1/06 12/10/04 (a)
to Year Ended to
12/10/06 (c) 10/31/06 10/31/05
INVESTOR CLASS
Net asset value, beginning of period $ 25.40 $ 22.88 $ 24.00
------- ------- -------
Increase from investment operations:
Net investment income $ 0.02 $ 0.17 $ 0.06
Net realized and unrealized gain
on investments 0.94 3.25 1.29
------- ------- -------
Net increase from investment operations $ 0.96 $ 3.42 $ 1.35
Distributions to shareowners:
Net investment income - (0.05) -
Net realized gain (3.30) (0.85) (2.47)
------- ------- -------
Net increase (decrease) in net asset value $ (2.34) $ 2.52 $ (1.12)
------- ------- -------
Net asset value, end of period $ 23.06 $ 25.40 $ 22.88
======= ======= =======
Total return* 4.03%(b) 15.37% 5.39%(b)
Ratio of net expenses to average net assets+ 0.96%** 0.86% 0.94%**
Ratio of net investment income to average
net assets+ 0.74%** 0.68% 0.24%**
Portfolio turnover rate 54% 91% 74%
Net assets, end of period (in thousands) $ - $60,100 $63,680
Ratios with reduction for fees paid indirectly:
Net expenses 0.84%** 0.85% 0.93%**
Net investment income 0.86%** 0.69% 0.25%**
(a) Investor Class Shares were issued in reorganization on December 10, 2004.
(b) Not annualized.
(c) Investor Class Shares were converted to Class A shares on December 10,
2006.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
32 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended 4/1/03 (a) to
10/31/07 10/31/06 10/31/05 10/31/04 10/31/03
CLASS R
Net asset value, beginning of period $ 25.06 $ 22.67 $ 25.46 $ 22.25 $ 16.81
------- ------- ------- ------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.05 $ 0.03 $ (0.01) $ 0.06 $ -
Net realized and unrealized gain on investments 3.53 3.23 2.85 3.74 5.44
------- ------- ------- ------- --------
Net increase from investment operations $ 3.58 $ 3.26 $ 2.84 $ 3.80 $ 5.44
Distributions to shareowners:
Net investment income (0.08) (0.02) - - -
Net realized gain (3.30) (0.85) (5.63) (0.59) -
------- ------- ------- ------- --------
Net increase (decrease) in net asset value $ 0.20 $ 2.39 $ (2.79) $ 3.21 $ 5.44
------- ------- ------- ------- --------
Net asset value, end of period $ 25.26 $ 25.06 $ 22.67 $ 25.46 $ 22.25
======= ======= ======= ======= ========
Total return* 16.14% 14.79% 11.69% 17.50% 32.36%(b)
Ratio of net expenses to average net assets+ 1.33% 1.38% 1.32% 1.34% 1.31%**
Ratio of net investment income (loss) to average net assets+ 0.18% 0.15% (0.05)% (0.16)% (0.08)%**
Portfolio turnover rate 54% 91% 74% 59% 58%
Net assets, end of period (in thousands) $62,741 $43,091 $17,702 $ 3,271 $ 40
Ratios with reduction for fees paid indirectly:
Net expenses 1.33% 1.37% 1.32% 1.34% 1.31%**
Net investment income (loss) 0.18% 0.16% (0.05)% (0.16)% (0.08)%**
(a) Class R shares were first publicly offered on April 1, 2003.
(b) Not Annualized.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 33
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
10/31/07 10/31/06 10/31/05 10/31/04 10/31/03
CLASS Y
Net asset value, beginning of period $ 26.31 $ 23.68 $ 26.17 $ 22.73 $ 17.21
-------- -------- -------- ------- --------
Increase from investment operations:
Net investment income $ 0.19 $ 0.24 $ 0.06 $ 0.08 $ 0.15
Net realized and unrealized gain on investments 3.74 3.35 3.08 3.96 5.37
-------- -------- -------- ------- --------
Net increase from investment operations $ 3.93 $ 3.59 $ 3.14 $ 4.04 $ 5.52
Distributions to shareowners:
Net investment income (0.21) (0.11) - - -
Net realized gain (3.30) (0.85) (5.63) (0.60) -
-------- -------- -------- ------- --------
Net increase (decrease) in net asset value $ 0.42 $ 2.63 $ (2.49) $ 3.44 $ 5.52
-------- -------- -------- ------- --------
Net asset value, end of period $ 26.73 $ 26.31 $ 23.68 $ 26.17 $ 22.73
======== ======== ======== ======= ========
Total return* 16.84% 15.59% 12.61% 18.23% 32.07%
Ratio of net expenses to average net assets+ 0.68% 0.62% 0.67% 0.78% 0.84%
Ratio of net investment income to average net assets+ 0.82% 0.92% 0.62% 0.46% 0.76%
Portfolio turnover rate 54% 91% 74% 59% 58%
Net assets, end of period (in thousands) $354,485 $291,513 $278,780 $50,081 $ 8,261
Ratios with reduction for fees paid indirectly:
Net expenses 0.68% 0.61% 0.67% 0.78% 0.84%
Net investment income 0.82% 0.93% 0.62% 0.46% 0.76%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of the
investment at net asset value at the end of each period.
+ Ratios with no reduction for fees paid indirectly.
34 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/07
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Mid Cap Value 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
appreciation by investing in a diversified portfolio of securities consisting
primarily of common stocks.
The Fund offers five classes of shares designated as Class A, Class B, Class C,
Class R and Class Y shares. As planned, on December 10, 2006, Investor Class
shares converted to Class A shares. Each class of shares represents an interest
in the same portfolio of investments of the Fund and have equal rights to
voting, redemptions, dividends and liquidations, except that each class of
shares can bear different transfer agent and distribution fees and has
exclusive voting rights with respect to the distribution plans that have been
adopted by Class A, Class B, Class C and Class R shareowners, respectively.
There is no distribution plan for Class Y shareowners.
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 year. Actual results could differ from those estimates.
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 those
industries or sectors. Investments in mid-sized companies may offer the
potential for higher returns, but are also subject to greater short-term price
fluctuations than larger, more established companies. The Fund's prospectus(es)
contains information regarding the Fund's principal risks. Please refer to
those documents when considering the Fund's investment risks.
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:
35
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/07 (continued)
- --------------------------------------------------------------------------------
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 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 may also 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
October 31, 2007 there were no securities fair valued. Temporary cash
investments are valued at 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. Dividend and interest income
is recorded on the accrual basis, 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. 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.
36
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 from or in excess of
net investment income or as from net realized gain on investment
transactions, or as from paid-in capital, depending on the type of
book/tax differences that may exist.
At October 31, 2007, the Fund has reclassified $11,445 to decrease
undistributed net investment income and $11,445 to increase accumulated
net realized gain on investments 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.
The tax character of distributions paid during the years ended October 31,
2007 and October 31, 2006, was as follows:
- --------------------------------------------------------------------------------
2007 2006
- --------------------------------------------------------------------------------
Distributions paid from:
Ordinary Income $ 62,128,845 $ 13,855,700
Long-Term capital gain 304,042,264 92,798,900
------------ ------------
Total $366,171,109 $106,654,600
============ ============
- --------------------------------------------------------------------------------
The following shows the components of distributable earnings on a
federal income tax basis at October 31, 2007:
- --------------------------------------------------------------------------------
2007
- --------------------------------------------------------------------------------
Undistributed ordinary income $ 43,916,215
Undistributed long-term gain 149,193,327
Unrealized appreciation 472,786,320
------------
Total $665,896,362
============
- --------------------------------------------------------------------------------
The difference between book basis and tax-basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales and REIT
holdings.
37
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/07 (continued)
- --------------------------------------------------------------------------------
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredito Italiano S.p.A.
(UniCredito Italiano), earned approximately $206,006 in underwriting
commissions on the sale of Class A shares during the year ended October
31, 2007.
D. Class Allocations
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.
Distribution fees are calculated based on the average daily net asset
value attributable to Class A, Class B, Class C, and Class R shares of the
Fund, respectively (see Note 4). Class Y shares are not subject to a
distribution plan. Shareowners of each class participate in 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 (see Note 3).
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, Class C, Class R and Class Y shares can bear
different transfer agent and distribution expense rates.
E. Securities Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a loan, the Fund
receives collateral 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 which is
required to be at least 102%, at all times, of the fair value of the
securities loaned. The amount of the
38
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
collateral is required to be adjusted daily to reflect any price
fluctuation in the value of the 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 various Time
Deposits, which are sponsored by Brown Brothers Harriman & Co., the Fund's
custodian.
F. 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.
G. Option writing
When the Fund writes an option, an amount equal to the premium received by
the Fund is recorded as a liability and is subsequently adjusted to the
current fair value of the option written. Premiums received from writing
options that expire unexercised are treated by the Fund on the expiration
date as realized gains from investments. The difference between the
premium and the amount paid on effecting a closing purchase transaction,
including brokerage commissions, is also treated as a realized gain, or,
if the premium is less than the amount paid for the closing purchase
transaction, as a realized loss. If a call option is exercised, the
premium is added to the proceeds from the sale of the underlying security
or currency in determining whether the Fund has realized a gain or loss.
The Fund as writer of an option bears the market risk of an unfavorable
change in the price of the security underlying the written option.
During the year ended October 31, 2007, the Fund did not write or exercise
any option contracts.
39
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/07 (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 0.70% of the Fund's average daily net assets up to $500 million; 0.65%
of the next $500 million; 0.625% on the next $3 billion and 0.60% on the excess
over $4 billion. The basic fee is subject to a performance adjustment up to a
maximum of -0.10% based on the performance of the Fund's Class A shares as
compared with the Russell Midcap Value Index over a rolling 36-month period. In
addition, the performance adjustment is further limited to a maximum annualized
rate adjustment of +0.10% (i.e., the fee is further subject to a cap of 0.80%
of average daily net assets assuming that the Fund is not large enough for any
breakpoints to apply). For the year ended October 31, 2007, the aggregate
performance adjustment resulted in a decrease to the basic fee of $2,455,038.
The management fee was equivalent to 0.55% of the average daily net assets for
the period.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. Included in "Due to Affiliates" reflected in
the Statement of Assets and Liabilities is $94,474 in management fees,
administrative costs and certain other services payable to PIM at October 31,
2007.
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" reflected on the Statement of
Assets and Liabilities is $683,053 in transfer agent fees payable to PIMSS at
October 31, 2007.
4. Distribution and Service Plans
The Fund adopted a Plan of Distribution with respect to Class A, Class B, Class
C and Class R shares (Class A Plan, Class B Plan, Class C Plan and Class R
Plan) in accordance with Rule 12b-1 of the Investment Company Act of 1940.
Currently under the Class A Plan, PFD is reimbursed for distribution expenses
in an amount of up to 0.25% of the average daily net assets attributable to
Class A shares. Pursuant to the Class B Plan and the Class C Plan, the Fund
pays PFD 1.00% of the average daily net assets attributable to each class of
shares. The fee consists of a 0.25% service fee and a 0.75% distribution fee
40
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
paid as compensation for personal services and/or account maintenance services
or distribution services with regard to Class B and Class C shares. Pursuant to
the Class R Plan, the Fund pays PFD 0.50% of the average daily net assets
attributable to Class R shares as compensation for distribution services.
Included in "Due to Affiliates" reflected on the Statement of Assets and
Liabilities is $35,894 in distribution fees payable to PFD at October 31, 2007.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay as compensation to
securities dealers, plan administrators or other service organizations that
agree to provide certain services to retirement plans or plan participants
holding shares of the Fund a service fee of up to 0.25% of the Fund's average
daily net assets attributable to Class R shares held by such plans in
reimbursement for actual expenditures.
In addition, redemptions of each class of shares (except Class R and 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 of 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
October 31, 2007, CDSCs in the amount of $301,920 were paid to PFD.
5. Commission Recapture and Expense Offset Arrangements
Effective July 15, 2005, 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 October 31, 2007, expenses were reduced $21,606 under these
agreements. 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 October 31,
2007 the Fund's expenses were reduced by $225,080 under such arrangements.
41
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/07 (continued)
- --------------------------------------------------------------------------------
6. Line of Credit Facility
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 limits. For the
year ended October 31, 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 a
"more-likely-than-not" probability of being sustained by the applicable tax
authority. Tax positions deemed to not meet the more-likely-than-not threshold
would be recorded as a tax benefit or expense in the reporting period in which
they are realized. 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 April 30, 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.
42
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
To the Board of Trustees and the Shareowners of
Pioneer Mid Cap Value Fund
We have audited the accompanying statement of assets and liabilities of Pioneer
Mid Cap Value Fund (the "Fund"), including the schedule of investments, as of
October 31, 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 October 31, 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 Value Fund at October 31, 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
December 14, 2007
43
Pioneer Mid Cap Value 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. 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. Bock
serves as Trustee of 80 of the 81 Pioneer Funds. The address for all 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.pioneerinvestments.com and on the SEC's web site at
http://www.sec.gov.
44
Pioneer Mid Cap Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age With the Fund and Term of Office Principal Occupation During Past Five Years Held by this Trustee
John F. Cogan, Jr. Chairman of the Trustee since 1990. Deputy Chairman and a Director of Pioneer None
(81)* Board, Trustee Serves until a succes- Global Asset Management S.p.A. ("PGAM");
and President sor trustee is elected Non-Executive Chairman and a Director of
or earlier retirement Pioneer Investment Management USA Inc.
or removal. ("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
- ------------------------------------------------------------------------------------------------------------------------------------
45
Pioneer Mid Cap Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age With the Fund and Term of Office Principal Occupation During Past Five Years Held by this Trustee
David R. Bock (63) Trustee Trustee since 2005. Executive Vice President and Chief Financial Director of The
Serves until a succes- Officer, I-trax, Inc. (publicly traded health Enterprise Social
sor trustee is elected care services company) (2004 - present); Investment Company
or earlier retirement or Partner, Federal City Capital Advisors (privately-held
removal. (boutique merchant bank) (1997 to 2004); and affordable housing
Executive Vice President and Chief Financial finance company);
Officer, Pedestal Inc. (internet-based and Director of New
mortgage trading company) (2000 - 2002) York Mortgage Trust
(publicly traded
mortgage REIT)
- ------------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (59) Trustee Trustee since 1997. President, Bush International, LLC Director of Brady
Serves until a succes- (international financial advisory firm) Corporation
sor trustee is elected (industrial
or earlier retirement or identification and
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
- ------------------------------------------------------------------------------------------------------------------------------------
46
Pioneer Mid Cap Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age With the Fund and Term of Office Principal Occupation During Past Five Years Held by this Trustee
Margaret B.W. Trustee Trustee since 1990. Founding Director, Vice-President and None
Graham (60) Serves until a succes- Corporate Secretary, The Winthrop Group, Inc.
sor trustee is elected (consulting firm); and Desautels Faculty of
or earlier retirement or Management, McGill University
removal.
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (57) Trustee Trustee since 2006. Private investor (2004 - present); and Senior Director of
Serves until a succes- Executive Vice President, The Bank of New Quadriserv Inc.
sor trustee is elected York (financial and securities services) (technology products
or earlier retirement or (1986 - 2004) for securities
removal. lending industry)
- ------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Trustee Trustee since 1990. President and Chief Executive Officer, Director of New
Piret (59) Serves until a succes- Newbury, Piret & Company, Inc. (investment America High Income
sor trustee is elected banking firm) Fund, Inc.
or earlier retirement or (closed-end
removal. investment company)
- ------------------------------------------------------------------------------------------------------------------------------------
John Winthrop (71) Trustee Trustee since 1990. President, John Winthrop & Co., Inc. (private None
Serves until a succes- investment firm)
sor trustee is elected
or earlier retirement or
removal.
- ------------------------------------------------------------------------------------------------------------------------------------
47
Pioneer Mid Cap Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
FUND OFFICERS
- ------------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age With the Fund and Term of Office Principal Occupation During Past Five Years Held by this Officer
Daniel K. Kingsbury Executive Vice Since March 2007. Director, CEO and President of Pioneer None
(49)* President Serves at the discre- Investment Management USA Inc.; Pioneer
tion of the Board Investment Management, Inc. 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)
- ------------------------------------------------------------------------------------------------------------------------------------
Dorothy E. Bourassa Secretary Since 2003. Serves at Secretary of PIM-USA; Senior Vice President - None
(59) the discretion of the Legal of Pioneer; Secretary/Clerk of most of
Board PIM-USA's subsidiaries; and Secretary of
all of the Pioneer Funds since September 2003
(Assistant Secretary from November 2000 to
September 2003)
- ------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Assistant Since 2003. Serves at Vice President and Senior Counsel of Pioneer None
Kelley (42) Secretary the discretion of the since July 2002 and Assistant Secretary of
Board 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 Accounting, None
at the discretion of Administration and Controllership Services of
the Board Pioneer; and Treasurer of all of the Pioneer
Funds
- ------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (47) Assistant Since 2004. Serves Deputy Treasurer of Pioneer since 2004 and None
Treasurer at the discretion of Assistant Treasurer of all of the Pioneer
the Board Funds since November 2004; Treasurer and
Senior Vice President, CDC IXIS Asset
Management Services from 2002 to 2003
- ------------------------------------------------------------------------------------------------------------------------------------
48
Pioneer Mid Cap Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Position Held Length of Service Other Directorships
Name and Age With the Fund and Term of Office Principal Occupation During Past Five Years Held by this Officer
Luis I. Presutti Assistant Since 2000. Serves Assistant Vice President -- Fund Accounting, None
(42) Treasurer at the discretion of Administration and Controllership Services of
the Board Pioneer; and Assistant Treasurer of all of the
Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (49) Assistant Since 2002. Serves Fund Accounting Manager -- Fund Accounting, None
Treasurer at the discretion of Administration and Controllership Services of
the Board Pioneer; and Assistant Treasurer of all of
the Pioneer Funds
- ------------------------------------------------------------------------------------------------------------------------------------
Katherine Kim Assistant Since 2003. Serves Fund Administration Manager -- Fund None
Sullivan (33) Treasurer at the discretion of Accounting, Administration and Controllership
the Board 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 Chief Compliance Since January 2007. Chief Compliance Officer of Pioneer since None
(48) Officer Serves at the December 2006 and of all the Pioneer Funds
discretion of since January 2007; Vice President and
the Board 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 is an Interested Trustee because he is an officer or director 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.
49
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50
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HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
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 filings to update its Form N-2 and issuance
of comfort letters, totaled approximately $40,475 in 2007 and
$33,915 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 or other services provided
to the Fund during the fiscal years ended October 31, 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 for 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 other services provided to the Fund during the
fiscal years ended October 31, 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.
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- --------------------------------------------------------------------------------
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.
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(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 October 31, 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 Value Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date December 28, 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 December 28, 2007
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date December 28, 2007
* Print the name and title of each signing officer under his or her signature.