OMB APPROVAL
OMB Number: 3235-0570
Expires: November 30, 2005
Estimated average burden
hours per response..... 5.0
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 811-07525
Pioneer Mid Cap Growth Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: September 30
Date of reporting period: October 1, 2002 through September 30, 2003
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.
PIONEER
-----------------
MID CAP
GROWTH
FUND
Annual
Report
9/30/03
[LOGO]
Table of Contents
- --------------------------------------------------------------------------------
Letter to Shareowners 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 6
Schedule of Investments 9
Financial Statements 18
Notes to Financial Statements 24
Report of Independent Auditors 31
Results of Shareowner Meeting 32
The Pioneer Family of Mutual Funds 34
Trustees, Officers and Service Providers 35
Programs and Services for Pioneer Shareowners 42
Retirement Plans from Pioneer 44
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
LETTER TO SHAREOWNERS 9/30/03
- --------------------------------------------------------------------------------
Dear Shareowners,
- --------------------------------------------------------------------------------
The stock market rally that began last spring extended into late summer as signs
of an economic recovery accumulated. Gross domestic product, a tally of all
goods and services produced in the United States, expanded, thanks to increased
personal consumption, housing and business spending, low short-term interest
rates and lower taxes on individuals. While broader market indicators managed
small gains, the NASDAQ Composite rose sharply in the third quarter as investors
sensed that companies might soon boost technology outlays. September's dip in
consumer expectations linked to slow job creation, plus cutbacks in OPEC oil
production, drove markets off their highest levels. Investors also kept an eye
on the news, as U.S. troops came under daily fire in Iraq and tensions elsewhere
remained.
As the economy appeared to strengthen, investors senior financial positions.who
had sought safety in U.S. Treasury issues grew less risk-averse. As a result,
corporate bonds moved broadly higher and the Treasury bond rally stalled. Some
of the biggest gains were recorded among lower-rated, high-yield bonds whose
issuers often depend on a strong economy to boost earnings. Bonds in emerging
and developed markets also did well, as economies stabilized and currencies rose
against the slumping U.S. dollar.
- --------------------------------------------------------------------------------
Pioneer's new president
Osbert Hood was recently named Chief Executive Officer and President of Pioneer
Investments U.S.A. Mr. Hood, formerly Pioneer's Chief Operating Officer and a
key member of the senior management committee, joined Pioneer in 2000 from John
Hancock Financial Services, where he had held "I am excited and honored to have
the opportunity to lead Pioneer as it continues to grow," Mr. Hood said. "As CEO
I look forward to furthering Pioneer's strategic goals, including developing new
products that can meet the wider needs of investors and the advisers who serve
them."
- --------------------------------------------------------------------------------
Stocks and bonds, bonds and stocks Over the past few years, investor sentiment
has swung from stocks to bonds and back again, from U.S. government securities
to corporate and international issues. Each sector has spent time in the
spotlight or back stage, delivering periods of stronger or weaker perfor mance
relative to one another.
With sectors constantly moving in and out of favor, how can you increase your
chances of holding investments that are performing well? By owning several kinds
of securities, not just one or two. Through a process called asset allocation,
you can create an investment mix that reflects your needs, taking into account
such factors as your age, your financial goals and their timing, and, of course,
your comfort level where risk is concerned.
Asset allocation is only one area in which a qualified investment professional
can serve you well. Ask your advisor to review how shifting markets may have
affected your asset allocation recently. And if you've never thought about asset
allocation before, now is the best time to start.
Like everyone at Pioneer, I appreciate your continued confidence in our products
and services.
Respectfully,
/s/ Osbert Hood
Osbert Hood, President and Chief Executive Officer
Pioneer Investment Management, 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.
1
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY 9/30/03
- --------------------------------------------------------------------------------
Portfolio Diversification
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[Data below is represented by a pie chart in the original report]
U.S. Common Stocks 90.3%
Temporary Cash Investments 5.0%
Exchange-Traded Funds 4.3%
Depositary Receipts for International Stocks 0.4%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[Data below is represented by a pie chart in the original report]
Information Technology 29.0%
Health Care 21.9%
Consumer Discretionary 17.5%
Financials 7.1%
Energy 6.2%
Industrials 6.1%
Exchange-Traded Funds 4.5%
Materials 4.0%
Consumer Staples 3.2%
Telecommunication Services 0.5%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of total investment in securities)*
- --------------------------------------------------------------------------------
1. Nasdaq 100 Index Traded 6. Brinker International, Inc. 1.38%
Fund 2.76%
- --------------------------------------------------------------------------------
2. Russell Midcap Growth Index 7. SPX Corp. 1.34%
Fund, iShares 1.80%
- --------------------------------------------------------------------------------
3. Symantec Corp. 1.58% 8. Biomet, Inc. 1.34%
- --------------------------------------------------------------------------------
4. International Game 9. Sungard Data Systems, Inc. 1.29%
Technology 1.43%
- --------------------------------------------------------------------------------
5. Zimmer Holdings, Inc. 1.41% 10. Biovail Corp., Intl. 1.27%
- --------------------------------------------------------------------------------
*This list excludes money market and derivative instruments. Portfolio holdings
will vary for other periods.
2
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 9/30/03 CLASS A SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 9/30/03 9/30/02
$12.68 $9.65
Net
Distributions per Share Investment Short-Term Long-Term
(10/1/02 - 9/30/03) Income Capital Gains Capital Gains
$ - $ - $ -
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund at public offering price,
compared to that of the Russell Midcap Growth Index.
- --------------------------------------------------------------------------------
Average Annual Total Returns
(As of September 30,2003)
Net Asset Public Offering
Period Value Price*
10 Years 4.41% 3.80%
5 Years 3.08% 1.86%
1 Year 31.40% 23.83%
- --------------------------------------------------------------------------------
All returns reflect investment of distributions at net asset value.
* Reflects deduction of the maximum 5.75% sales charge at the beginning of the
period,
[Data below is represented by a mountain chart in the original report]
Value of $10,000 Investment
Date Pioneer Mid Cap Russell Midcap
Growth Fund* Growth Index
9/93 $9,425 $10,000
$9,672 $10,242
9/95 $11,242 $13,281
$12,210 $15,450
9/97 $14,817 $20,030
$12,461 $18,152
9/99 $14,840 $24,905
$22,249 $39,939
9/01 $13,292 $19,264
$11,048 $16,278
9/03 $14,517 $22,609
The Fund adopted its current investment objective on February 1, 1996. Prior to
that date, the Fund's objective was growth and income from a portfolio primarily
of small-capitalization stocks.
The Russell Midcap Growth Index measures the performance of those companies in
the Russell Midcap Index with higher price-to-book ratios and higher forecasted
growth values. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Return and principal value
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost. The performance table and graph do not reflect the deduction of
taxes that a shareowner would pay on Fund distributions or the redemption of
Fund shares.
3
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 9/30/03 CLASS B SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 9/30/03 9/30/02
$11.24 $8.66
Net
Distributions per Share Investment Short-Term Long-Term
(10/1/02 - 9/30/03) Income Capital Gains Capital Gains
$ - $ - $ -
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund, compared to that of the Russell
Midcap Growth Index.
Average Annual Total Returns
(As of September 30, 2003)
If If
Period Held Redeemed*
Life-of-Class
(2/1/96) 2.40% 2.40%
5 Years 1.80 1.67
1 Year 29.79 25.79
- --------------------------------------------------------------------------------
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of the maximum applicable contingent deferred sales
charge (CDSC) at the end of the period. The maximum CDSC of 4% declines to
zero over six years.
[Data below is represented by a mountain chart in the original report]
Value of $10,000 Investment+
Date Pioneer Mid Cap Russell Midcap
Growth Fund* Growth Index
2/96 $10,000 $10,000
$10,765 $10,812
9/97 $12,904 $14,017
$10,728 $12,702
9/99 $12,634 $17,428
$18,763 $27,949
9/01 $11,055 $13,481
$9,049 $11,391
9/03 $11,745 $15,820
+ Index comparison begins 2/29/96. The Russell Midcap Growth Index measures
the performance of those companies in the Russell Midcap Index with higher
price-to-book ratios and higher forecasted growth values. Index returns are
calculated monthly, assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. You cannot
invest directly in the Index.
Past performance does not guarantee future results. Return and principal
value fluctuate, and your shares, when redeemed, may be worth more or less
than their original cost. The performance table and graph do not reflect
the deduction of taxes that a shareowner would pay on Fund distributions or
the redemption of Fund shares.
4
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 9/30/03 CLASS C SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 9/30/03 9/30/02
$11.60 $8.96
Net
Distributions per Share Investment Short-Term Long-Term
(10/1/02 - 9/30/03) Income Capital Gains Capital Gains
$ - $ - $ -
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund at public offering price,
compared to that of the Russell Midcap Growth Index.
Average Annual Total Returns
(As of September 30, 2003)
Net Asset Public Offering
Period Value Price/CDSC*
Life-of-Class
(2/1/96) 2.58% 2.45%
5 Years 1.81 1.61
1 Year 29.46 28.18
- --------------------------------------------------------------------------------
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of the 1% sales charge at the beginning of the period. The
1% contingent deferred sales charge (CDSC) applies to redemptions made within
one year of purchase.
[Data below is represented by a mountain chart in the original report]
Value of $10,000 Investment+
Date Pioneer Mid Cap Russell Midcap
Growth Fund* Growth Index
2/96 $9,900 $10,000
$10,686 $10,812
9/97 $12,937 $14,017
$10,767 $12,702
9/99 $12,719 $17,428
$18,901 $27,949
9/01 $11,139 $13,481
$9,106 $11,391
9/03 $11,789 $15,820
+ Index comparison begins 2/29/96. The Russell Midcap Growth Index measures
the performance of those companies in the Russell Midcap Index with higher
price-to-book ratios and higher forecasted growth values. Index returns are
calculated monthly, assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. You cannot
invest directly in the Index.
Past performance does not guarantee future results. Return and principal
value fluctuate, and your shares, when redeemed, may be worth more or less
than their original cost. The performance table and graph do not reflect
the deduction of taxes that a shareowner would pay on Fund distributions or
the redemption of Fund shares.
5
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 9/30/03
- --------------------------------------------------------------------------------
Pioneer Mid Cap Growth Fund delivered strong returns during the fiscal year that
ended on September 30, 2003. The early termination of major combat in Iraq
combined with the strengthening U.S. economy to draw investors back to stocks.
In the following discussion, portfolio manager Eric Weigel explains his
strategies and details the decisions that contributed to the Fund's results.
Q: Please tell us about conditions in the market over the last 12 months.
A: The period began with the markets on edge over possible war with Iraq. After
touching lows in October, stocks rallied briefly, then fell again as the
economy seemed to stagnate and war grew inevitable. Once it became clear in
March that initial combat operations would be short and that the economy was
recovering, stocks rallied vigorously. As often happens coming out of a
recession, sectors that had been driven down the most were among the leading
performers.
Q: How did the Fund perform during this up-and-down period?
A: Pioneer Mid Cap Growth Fund's Class A, B and C shares had total returns of
31.40%, 29.79% and 29.46%, respectively, at net asset value, for the 12
months ended September 30, 2003. The Russell Midcap Growth Index, the Fund's
benchmark, had a return of 38.89% for the same period.
Q: Which of your decisions had the most impact, for better or worse?
A: Early in the period we chose to approach stocks conservatively because of
uncertainty over the war's length and its possible economic impact. This
cautious strategy restrained performance relative to our benchmark during the
first part of the rally, as the sharpest gains occurred among speculative
issues that do not fit our selection process. We became more aggressive once
the end of major combat was in sight, and the Fund has since participated
fully in the extended rally. As the economy picked up steam, consumer
spending remained strong, and employment statistics and interest rates both
appeared to be stabilizing.
6
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Q: Which areas affected performance most?
A: By the end of the period, the economy seemed to be accelerating and investors
were anticipating a revival of capital spending, especially on technology.
Good stock selection made technology the Fund's best-performing sector
despite our early underweight (compared to the Fund's benchmark) stance and
our avoidance of speculative areas such as the Internet. Our investment style
leads us to technology companies with attractive prospects for expanding
earnings. Two examples are Lexar Media and Sandisk, makers of flash media for
digital devices, which were strong contributors.
We were overweight compared to the Fund's benchmark in the metals and mining
sector, a decision that benefited performance. Growing demand for copper has
pushed prices higher as world economies show signs of shaking off recent
slumps. China in particular is importing large supplies of copper to build up
its electric and communications infrastructures. Copper miners Phelps Dodge
and Freeport McMoRan both rose sharply while Newmont Mining benefited from
demand for gold, whose price tends to rise during periods of international
stress.
Q: Which other areas had a positive impact on Fund results?
A: Health care in general was an area of strong performance for the Fund, with
Johnson & Johnson's acquisition of Scios our most prominent success story.
Zimmer Holdings and Biomet both moved higher, based on strong sales of
orthopedic implants. And widespread pressure to constrain health care costs
made generic drug makers another successful sector; Barr Laboratories, Mylan
Laboratories and Alpharma all rose, thanks to increased demand for generic
alternatives to costly brand-name drugs.
Q: Which areas produced disappointments?
A: We overweighted (relative to the Fund's benchmark) defense stocks in the
belief that investors would see the expanding defense budget as a source of
steady earnings growth. But investors preferred more glamorous sectors, and
the huge federal deficit cast doubt on the government's ability to fund
programs in the future. We reduced holdings in L3 Communications, a leading
maker of electronic equipment for defense applications, when questions arose
about the way the company accounts for acquisitions.
7
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 9/30/03 (continued)
- --------------------------------------------------------------------------------
Higher oil prices were not enough to attract investors to energy stocks
despite prospects for stable and growing earnings. Energy issues that hurt
performance included Devon Energy, which acquired Ocean Energy earlier this
year. Investors questioned Devon's management skill as well its exploration
strategy in the wake of some dry holes. We continue to hold Devon because of
its low current valuation and our favorable view of its potential.
Q: What is your outlook for the economy and for mid-cap stocks?
A: With the economy expanding at its fastest rate in years, corporate earnings
may be expected to follow. The weak dollar should help U.S. exporters, while
tax cuts and low interest rates should benefit consumers as well as companies
here. There is lots of investable cash available to support stocks if the
news continues to favor equities. The argument can also be made that stocks
are ahead of economic realities. But as a group, mid-cap stocks are still
attractively valued compared to larger-capitalization issues, based on such
measures as price-to-earnings and price-to-book.
Although traditionally more volatile than large caps, mid-cap stocks appear
poised to deliver faster earnings growth over the next few quarters.
Furthermore, mid-caps have been ignored by Wall Street thus far in the rally,
opening up opportunities for value-conscious investors like Pioneer.
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.
8
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/03
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 90.4%
Energy - 5.9%
Integrated Oil & Gas - 0.8%
78,000 Murphy Oil Corp. $ 4,582,500
------------
Oil & Gas Drilling - 2.3%
90,100 BJ Services Co.* $ 3,078,717
85,800 ENSCO International, Inc. 2,301,156
134,100 Patterson Energy, Inc.* 3,630,087
75,000 Tidewater, Inc. 2,122,500
130,000 Varco International, Inc.* 2,198,300
------------
$ 13,330,760
------------
Oil & Gas Exploration & Production - 2.8%
105,559 Devon Energy Corp. $ 5,086,888
156,300 Forest Oil Corp.* 3,743,385
174,000 Pioneer Natural Resources Co.* 4,430,040
135,500 Suncor Energy, Inc. 2,513,525
------------
$ 15,773,838
------------
Total Energy $ 33,687,098
------------
Materials - 3.8%
Commodity Chemicals - 0.5%
47,500 Praxair, Inc. $ 2,942,625
------------
Diversified Metals & Mining - 1.4%
150,200 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 4,971,620
69,100 Phelps Dodge Corp.* 3,233,880
------------
$ 8,205,500
------------
Metal & Glass Containers - 0.6%
65,000 Ball Corp. $ 3,510,000
------------
Precious Metals & Minerals - 0.7%
99,700 Newmont Mining Corp. $ 3,897,273
------------
Specialty Chemicals - 0.6%
69,000 Valspar Corp. $ 3,218,850
------------
Total Materials $ 21,774,248
------------
Capital Goods - 3.4%
Electrical Components & Equipment - 0.3%
101,500 American Power Conversion Corp. $ 1,739,710
------------
The accompanying notes are an integral part of these financial statements.
9
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
Shares Value
Industrial Conglomerates - 1.8%
73,800 American Standard Companies, Inc.* $ 6,217,650
66,100 ITT Industries, Inc. 3,955,424
------------
$ 10,173,074
------------
Industrial Machinery - 1.3%
160,700 SPX Corp.* $ 7,276,496
------------
Total Capital Goods $ 19,189,280
------------
Commercial Services & Supplies - 1.4%
Data Processing Services - 0.1%
21,400 Equifax, Inc. $ 476,578
------------
Diversified Commercial Services - 1.3%
35,279 Apollo Group, Inc.* $ 2,329,472
118,500 H & R Block, Inc. 5,113,275
------------
$ 7,442,747
------------
Total Commercial Services & Supplies $ 7,919,325
------------
Transportation - 1.1%
Airlines - 0.3%
125,000 Delta Air Lines, Inc. $ 1,662,500
------------
Railroads - 0.8%
84,400 Canadian National Railway Co. $ 4,390,488
------------
Total Transportation $ 6,052,988
------------
Automobiles & Components - 0.7%
Auto Parts & Equipment - 0.7%
60,800 Borg-Warner Automotive, Inc. $ 4,125,280
------------
Total Automobiles & Components $ 4,125,280
------------
Consumer Durables & Apparel - 2.2%
Apparel, Accessories & Luxury Goods - 1.3%
62,500 Abercrombie & Fitch Co.* $ 1,731,875
282,900 TJX Companies, Inc. 5,493,918
------------
$ 7,225,793
------------
Leisure Products - 0.9%
280,000 Mattel, Inc. $ 5,308,800
------------
Total Consumer Durables & Apparel $ 12,534,593
------------
The accompanying notes are an integral part of these financial statements.
10
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Hotels, Restaurants & Leisure - 7.1%
Casinos & Gaming - 3.4%
156,300 GTECH Holdings Corp. $ 6,697,455
53,800 Harrah's Entertainment Inc. 2,265,518
275,400 International Game Technology 7,752,510
289,700 Park Place Entertainment Corp.* 2,610,197
------------
$ 19,325,680
------------
Restaurants - 3.7%
86,142 Bob Evans Farms $ 2,300,853
224,100 Brinker International, Inc.* 7,475,976
218,300 Starbucks Corp.* 6,287,040
172,300 Yum! Brands, Inc.* 5,103,526
------------
$ 21,167,395
------------
Total Hotels, Restaurants & Leisure $ 40,493,075
------------
Retailing - 6.5%
Apparel Retail - 2.7%
196,500 Jones Apparel Group, Inc. $ 5,881,245
107,700 Liz Claiborne, Inc. 3,667,185
81,200 Ross Stores, Inc. 3,764,432
194,100 Tommy Hilfiger Corp.* 2,311,731
------------
$ 15,624,593
------------
Computer & Electronics Retail - 0.4%
73,000 Radioshack Corp. $ 2,073,930
------------
General Merchandise Stores - 1.4%
86,400 Dollar Tree Stores, Inc.* $ 2,894,400
132,700 Family Dollar Stores, Inc. 5,293,403
------------
$ 8,187,803
------------
Specialty Stores - 2.0%
96,900 Bed Bath & Beyond, Inc.* $ 3,699,642
62,900 Michaels Stores, Inc. 2,563,804
215,800 Staples, Inc.* 5,125,250
------------
$ 11,388,696
------------
Total Retailing $ 37,275,022
------------
The accompanying notes are an integral part of these financial statements.
11
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
Shares Value
Food & Drug Retailing - 2.6%
Food Distributors - 1.6%
47,799 Amerisourcebergen Corp. $ 2,583,536
141,600 McKesson HBOC, Inc. 4,713,864
86,200 Supervalue, Inc. 2,056,732
------------
$ 9,354,132
------------
Food Retail - 1.0%
211,300 McCormick & Co, Inc. $ 5,793,846
------------
Total Food & Drug Retailing $ 15,147,978
------------
Household & Personal Products - 0.3%
Household Products - 0.3%
59,700 Estee Lauder Co. $ 2,035,770
------------
Total Household & Personal Products $ 2,035,770
------------
Health Care Equipment & Services - 13.5%
Health Care Distributors - 2.1%
66,700 Allergan, Inc. $ 5,251,291
185,300 Biovail Corp., Intl.* 6,883,895
------------
$ 12,135,186
------------
Health Care Equipment - 4.9%
148,600 Baxter International, Inc. $ 4,318,316
216,000 Biomet, Inc. 7,259,760
80,500 St. Jude Medical, Inc.* 4,328,485
59,500 Stryker Corp. 4,480,945
138,700 Zimmer Holdings, Inc.* 7,642,370
------------
$ 28,029,876
------------
Health Care Facilities - 1.0%
99,000 DaVita, Inc.* $ 3,151,170
120,100 Health Management Associates, Inc. 2,619,381
------------
$ 5,770,551
------------
Health Care Services - 3.3%
112,500 Apria Healthcare Group, Inc.* $ 3,080,250
45,700 Express Scripts, Inc.* 2,794,555
142,465 IMS Health, Inc. 3,006,012
109,000 Lincare Holdings, Inc.* 3,994,850
61,500 Pediatrix Medical Group, Inc.* 2,832,075
47,900 Quest Diagnostics, Inc.* 2,904,656
------------
$ 18,612,398
------------
The accompanying notes are an integral part of these financial statements.
12
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Health Care Supplies - 0.4%
73,900 Charles River Laboratories International, Inc.* $ 2,267,991
------------
Managed Health Care - 1.8%
76,400 Anthem, Inc.* $ 5,449,612
62,400 Wellpoint Health Networks, Inc.* 4,809,792
------------
$ 10,259,404
------------
Total Health Care Equipment & Services $ 77,075,406
------------
Pharmaceuticals & Biotechnology - 7.3%
Biotechnology - 4.3%
98,700 Biogen, Inc.* $ 3,773,301
82,100 Celgene Corp.* 3,557,393
191,900 Cubist Pharmaceuticals, Inc.* 2,070,601
41,700 Gilead Sciences, Inc.* 2,332,281
118,500 Human Genome Sciences, Inc.* 1,618,710
107,300 IDEC Pharmaceuticals Corp.* 3,556,995
44,600 Invitrogen Corp.* 2,586,354
149,500 MedImmune, Inc.* 4,934,995
------------
$ 24,430,630
------------
Pharmaceuticals - 3.0%
58,900 Barr Laboratorie, Inc.* $ 4,017,569
163,450 IVAX Corp.* 3,203,620
104,900 Mylan Laboratories, Inc. 4,054,385
136,200 Sepracor, Inc.* 3,750,948
49,400 Watson Pharmaceuticals, Inc.* 2,059,486
------------
$ 17,086,008
------------
Total Pharmaceuticals & Biotechnology $ 41,516,638
------------
Banks - 2.4%
Regional Banks - 1.6%
93,200 North Fork Bancorporation, Inc. $ 3,238,700
73,100 Synovus Financial Corp. 1,826,769
87,000 TCF Financial Corp. 4,171,650
------------
$ 9,237,119
------------
Thrifts & Mortgage Finance - 0.8%
76,500 The PMI Group, Inc. $ 2,581,875
43,100 Radian Group, Inc. 1,913,640
------------
$ 4,495,515
------------
Total Banks $ 13,732,634
------------
The accompanying notes are an integral part of these financial statements.
13
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
Shares Value
Diversified Financials - 2.0%
Asset Management & Custody Banks - 0.6%
50,400 Legg Mason Inc. $ 3,638,880
------------
Consumer Finance - 0.4%
62,400 SLM Corp. $ 2,431,104
------------
Specialized Finance - 1.0%
100,700 Moody's Corp. $ 5,535,479
------------
Total Diversified Financials $ 11,605,463
------------
Insurance - 2.3%
Insurance Brokers - 1.0%
104,700 Platinum Underwriter Holdings Ltd. $ 2,942,070
89,500 Willis Group Holdings Ltd. 2,752,125
------------
$ 5,694,195
------------
Property & Casualty Insurance - 1.3%
58,075 MBIA, Inc. $ 3,192,383
133,100 Old Republic International Corp. 4,404,279
------------
$ 7,596,662
------------
Total Insurance $ 13,290,857
------------
Software & Services - 13.7%
Application Software - 5.9%
131,400 Adobe Systems, Inc. $ 5,158,764
253,200 Cadence Design System, Inc.* 3,392,880
139,493 Intuit, Inc.* 6,729,142
201,800 Synopsys, Inc.* 6,209,386
136,000 Symantec Corp.+* 8,570,720
80,700 Verint Systems, Inc.* 1,726,980
62,566 Veritas Software Corp.* 1,964,572
------------
$ 33,752,444
------------
Data Processing & Outsourced Services - 4.6%
117,900 Affiliated Computer Services, Inc.* $ 5,740,551
404,900 Concord EFS, Inc.* 5,534,983
141,100 DST Systems, Inc.* 5,305,360
80,000 Fiserv, Inc.* 2,898,400
265,100 SunGard Data Systems, Inc.* 6,974,781
------------
$ 26,454,075
------------
The accompanying notes are an integral part of these financial statements.
14
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Home Entertainment Software - 2.2%
66,200 Electronic Arts, Inc.* $ 6,105,626
187,132 Take-Two Interactive Software, Inc.* 6,394,300
------------
$ 12,499,926
------------
IT Consulting & Other Services - 0.5%
80,649 Cognizant Technology Solutions Corp.* $ 2,941,269
------------
Systems Software - 0.5%
225,500 Netiq Corp.* $ 2,692,470
------------
Total Software & Services $ 78,340,184
------------
Technology Hardware & Development - 7.2%
Networking Equipment - 0.5%
130,000 Network Appliance Inc.* $ 2,668,900
------------
Communications Equipment - 1.8%
277,315 Ciena Corp.* $ 1,638,932
143,200 L-3 Communications Holdings, Inc.* 6,193,400
152,500 Nokia Corp. (A.D.R.) 2,379,000
------------
$ 10,211,332
------------
Computer Storage & Peripherals - 2.8%
243,200 Lexar Media, Inc.* $ 4,144,128
90,400 Lexmark International Group, Inc.* 5,696,104
799,000 Quantum Corp. - DLT & Storage Systems* 2,460,920
58,800 Sandisk Corp.* 3,747,912
------------
$ 16,049,064
------------
Electronic Equipment & Instruments - 1.4%
118,400 Flextronics International, Ltd.* $ 1,678,912
54,400 W.W. Grainger, Inc. 2,586,720
137,300 Waters Corp.* 3,766,139
------------
$ 8,031,771
------------
Electronic Manufacturing Services - 0.3%
168,000 Sanmina-SCI Corp.* $ 1,629,600
------------
Technology Distributors - 0.4%
74,400 Technology Data Corp.* $ 2,295,240
------------
Total Technology Hardware & Development $ 40,885,907
------------
The accompanying notes are an integral part of these financial statements.
15
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
Shares Value
Semiconductors - 6.5%
Semiconductor Equipment - 3.5%
129,400 Brooks Automation, Inc.* $ 2,704,460
244,300 Credence Systems Corp.* 2,809,450
51,500 Cymer, Inc.* 2,121,800
69,600 DuPont Photomasks, Inc.* 1,580,616
93,100 KLA-Tencor Corp.* 4,785,340
144,700 Lam Research Corp.* 3,205,105
80,800 Novellus Systems, Inc.* 2,727,000
------------
$ 19,933,771
------------
Semiconductors - 3.0%
65,000 Analog Devices, Inc.* $ 2,471,300
477,200 Applied Micro Circuits Corp.* 2,323,964
96,900 Cypress Semiconductor Corp.* 1,713,192
80,000 Intersil Holding Corp.* 1,904,000
111,600 Microchip Technology 2,671,704
209,400 Micron Technology, Inc.* 2,810,148
100,000 Semtech Corp.* 1,846,000
184,200 Skyworks Solutions, Inc.* 1,676,220
------------
$ 17,416,528
------------
Total Semiconductors $ 37,350,299
------------
Telecommunication Services - 0.5%
Integrated Telecommunication Services - 0.5%
47,400 Telephone and Data Systems, Inc. $ 2,679,996
------------
Total Telecommunication Services $ 2,679,996
------------
TOTAL COMMON STOCKS
(Cost $426,748,955) $516,712,041
------------
EXCHANGE TRADED FUNDS - 4.3%
461,200 Nasdaq 100 Index Traded Fund* $ 14,951,095
147,700 Russell Midcap Growth Index Fund, iShares 9,724,568
------------
TOTAL EXCHANGE TRADED FUNDS
(Cost $18,512,307) $ 24,675,663
------------
The accompanying notes are an integral part of these financial statements.
16
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal
Amount Value
TEMPORARY CASH INVESTMENT - 4.9%
Repurchase Agreement - 4.9%
$28,200,000 UBS, 0.70%, dated 9/30/03, repurchase price of
$28,200,000 plus accrued interest on 10/1/03
collateralized by $24,138,000 U.S. Treasury
Bonds, 1.50%, 2/28/05 and $4,206,000 U.S.
Treasury Notes, 7.875%, 11/15/04 $ 28,200,000
------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $28,200,000) $ 28,200,000
------------
TOTAL INVESTMENT IN SECURITIES - 99.6%
(Cost $473,461,262) (a)(b)(c) $569,587,704
------------
OTHER ASSETS AND LIABILITIES - 0.4% $ 2,227,541
------------
TOTAL NET ASSETS - 100.0% $571,815,245
------------
* Non-income producing security.
(A.D.R.) American Depositary Receipt
(a) At September 30, 2003, the net unrealized gain on investments based on cost
for federal income tax purposes of $473,814,522 was as follows:
Aggregate gross unrealized gain for all investments in which there
is an excess of value over tax cost $112,741,631
Aggregate gross unrealized loss for all investments in which there
is an excess of tax cost over value (16,968,449)
------------
Net unrealized gain $95,773,182
------------
(b) At September 30, 2003, the Fund had a net capital loss carryforward of
$136,940,380, of which, $2,193,301 will expire in 2009, $26,831,229 will
expire in 2010 and $107,915,850 will expire in 2011, if not utilized.
(c) The Fund elected to defer approximately $20,780,414 of capital losses
recognized between November 1, 2002 and September 30, 2003 to its fiscal year
ending September 30, 2004.
+ At September 30, 2003, the following security has been pledged to cover
margin requirements for open futures contracts:
Shares Security Market Value
120,500 Symantec Corp. $7,593,910
Purchases and sales of securities (excluding temporary cash investments) for the
year ended September 30, 2003 aggregated $239,446,482 and $237,936,642,
respectively.
The accompanying notes are an integral part of these financial statements.
17
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 9/30/03
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities, at value (Cost $473,461,262) $569,587,704
Cash 2,572
Receivables -
Investment securities sold 8,625,839
Fund shares sold 219,909
Dividends and interest 163,808
Other 25,685
------------
Total assets $578,625,517
------------
LIABILITIES:
Payables -
Investments purchased $ 5,300,723
Fund shares repurchased 298,571
Variation margin 528,000
Due to affiliates 508,748
Accrued expenses 174,230
------------
Total liabilities $ 6,810,272
------------
NET ASSETS:
Paid-in capital $633,761,848
Accumulated net realized loss on investments
and futures contracts (157,225,816)
Net unrealized gain on investments 96,126,442
Net unrealized loss on futures contracts (847,229)
------------
Total net assets $571,815,245
------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $522,268,617/41,189,558 shares) $ 12.68
------------
Class B (based on $31,391,657/2,793,058 shares) $ 11.24
------------
Class C (based on $18,154,971/1,565,390 shares) $ 11.60
------------
MAXIMUM OFFERING PRICE:
Class A ($12.68 [divided by] 94.25%) $ 13.45
------------
Class C ($11.60 [divided by] 99.00%) $ 11.72
------------
The accompanying notes are an integral part of these financial statements.
18
Pioneer Mid Cap Growth Fund
STATEMENT OF OPERATIONS
For the Year Ended 9/30/03
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $11,764) $ 2,006,207
Interest 516,200
Income from securities loaned, net 5,832
-------------
Total investment income $ 2,528,239
-------------
EXPENSES:
Management fees
Basic fee $ 3,091,854
Performance adjustment (989,393)
Transfer agent fees
Class A 1,117,095
Class B 195,600
Class C 68,340
Distribution fees
Class A 1,014,242
Class B 245,773
Class C 91,003
Administrative fees 122,293
Custodian fees 46,829
Professional fees 47,969
Registration fees 33,996
Printing 103,276
Fees and expenses of nonaffiliated trustees 19,084
Miscellaneous 23,933
-------------
Total expenses $ 5,231,894
Less fees paid indirectly (16,446)
-------------
Net expenses $ 5,215,448
-------------
Net investment loss $ (2,687,209)
-------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FUTURES CONTRACTS:
Net realized gain (loss) from:
Investments $ (45,172,677)
Futures contracts 3,681,137 $ (41,491,540)
------------- -------------
Change in net unrealized gain (loss) on
investments from
Investments $ 178,280,119
Futures contracts 372,343 $ 178,652,462
------------- -------------
Net gain on investments and futures contracts $ 137,160,922
-------------
Net increase in net assets resulting from operations $ 134,473,713
-------------
The accompanying notes are an integral part of these financial statements.
19
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Years Ended 9/30/03 and 9/30/02, Respectively
Year Ended Year Ended
9/30/03 9/30/02
FROM OPERATIONS:
Net investment loss $ (2,687,209) $ (3,367,748)
Net realized loss on investments and futures contracts (41,491,540) (98,282,320)
Change in net unrealized gain (loss) on investments
and futures contracts 178,652,462 13,053,282
------------- -------------
Net increase (decrease) in net assets resulting
from operations $134,473,713 $ (88,596,786)
------------- -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $120,986,421 $ 159,483,357
Cost of shares repurchased (136,990,163) (222,395,158)
------------- -------------
Net decrease in net assets resulting from Fund
share transactions $(16,003,742) $ (62,911,801)
------------- -------------
Net increase (decrease) in net assets $118,469,971 $(151,508,587)
NET ASSETS:
Beginning of year 453,345,274 604,853,861
------------- -------------
End of year $571,815,245 $ 453,345,274
------------- -------------
'03 Shares '03 Amount '02 Shares '02 Amount
CLASS A
Shares sold 7,898,793 $ 84,222,738 10,188,500 $ 133,403,614
Less shares repurchased (10,724,595) (112,836,129) (15,179,572) (195,701,907)
----------- -------------- ----------- --------------
Net decrease (2,825,802) $ (28,613,391) (4,991,072) $ (62,298,293)
----------- -------------- ----------- --------------
CLASS B
Shares sold 1,380,824 $ 14,042,945 1,476,686 $ 18,174,422
Less shares repurchased (1,008,122) (9,967,891) (1,905,525) (22,249,617)
----------- -------------- ----------- --------------
Net increase (decrease) 372,702 $ 4,075,054 (428,839) $ (4,075,195)
----------- -------------- ----------- --------------
CLASS C
Shares sold 2,172,446 $ 22,720,738 713,266 $ 7,905,321
Less shares repurchased (1,473,667) (14,186,143) (361,354) (4,443,634)
----------- -------------- ----------- --------------
Net increase 698,779 $ 8,534,595 351,912 $ 3,461,687
----------- -------------- ----------- --------------
The accompanying notes are an integral part of these financial statements.
20
Pioneer Mid Cap Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS A 9/30/03 9/30/02 9/30/01 9/30/00 9/30/99
Net asset value, beginning of period $ 9.65 $ 11.61 $ 23.15 $ 18.08 $ 16.53
------- -------- -------- ---------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.05) $ (0.06) $ (0.03) $ (0.06) $ (0.05)
Net realized and unrealized gain (loss) on investments
and futures contracts 3.08 (1.90) (8.39) 8.22 3.05
------- -------- -------- ---------- --------
Net increase (decrease) from investment operations $ 3.03 $ (1.96) $ (8.42) $ 8.16 $ 3.00
Distributions to shareowners:
Net realized gain - - (3.12) (3.09) (1.45)
------- -------- -------- ---------- --------
Net increase (decrease) in net asset value $ 3.03 $ (1.96) $ (11.54) $ 5.07 $ 1.55
------- -------- -------- ---------- --------
Net asset value, end of period $ 12.68 $ 9.65 $ 11.61 $ 23.15 $ 18.08
------- -------- -------- ---------- --------
Total return* 31.40% (16.88)% (40.26)% 49.93% 19.09%
Ratio of net expenses to average net assets+ 0.97% 0.94% 0.87% 0.86% 0.88%
Ratio of net investment loss to average net assets+ (0.46)% (0.45)% (0.23)% (0.30)% (0.27)%
Portfolio turnover rate 52% 48% 65% 81% 150%
Net assets, end of period (in thousands) $522,269 $424,613 $569,070 $1,054,081 $739,427
Ratios with reduction for fees paid indirectly:
Net expenses 0.96% 0.93% 0.85% 0.84% 0.86%
Net investment loss (0.45)% (0.44)% (0.21)% (0.28)% (0.25)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charges were taken into account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
21
Pioneer Mid Cap Growth Fund
- -------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS B 9/30/03 9/30/02 9/30/01 9/30/00 9/30/99
Net asset value, beginning of period $ 8.66 $ 10.58 $ 21.68 $ 17.24 $ 15.99
------- -------- -------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.16) $ (0.25) $ (0.22) $ (0.26) $ (0.10)
Net realized and unrealized gain (loss) on investments
and futures contracts 2.74 (1.67) (7.76) 7.79 2.80
------- -------- -------- ------- -------
Net increase (decrease) from investment operations $ 2.58 $ (1.92) $ (7.98) $ 7.53 $ 2.70
Distributions to shareowners:
Net realized gain - - (3.12) (3.09) (1.45)
------- -------- -------- ------- -------
Net increase (decrease) in net asset value $ 2.58 $ (1.92) $ (11.10) $ 4.44 $ 1.25
------- -------- -------- ------- -------
Net asset value, end of period $ 11.24 $ 8.66 $ 10.58 $ 21.68 $ 17.24
------- -------- -------- ------- -------
Total return* 29.79% (18.15)% (41.08)% 48.51% 17.76%
Ratio of net expenses to average net assets+ 2.30% 2.31% 2.01% 1.85% 1.91%
Ratio of net investment loss to average net assets+ (1.79)% (1.83)% (1.35)% (1.28)% (1.31)%
Portfolio turnover rate 52% 48% 65% 81% 150%
Net assets, end of period (in thousands) $31,392 $ 20,970 $ 30,143 $73,968 $10,699
Ratios with reduction for fees paid indirectly:
Net expenses 2.29% 2.29% 1.99% 1.83% 1.89%
Net investment loss (1.78)% (1.81)% (1.33)% (1.26)% (1.29)%
* Assumes initial investment at net asset value at the beginning of each period,
reinvestment of all distributions, the complete redemption of the investment at
net asset value at the end of each period and no sales charges. Total return
would be reduced if sales charges were taken into account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
22
Pioneer Mid Cap Growth Fund
- -----------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS C 9/30/03 9/30/02 9/30/01 9/30/00 9/30/99
Net asset value, beginning of year $ 8.96 $ 10.96 $ 22.32 $ 17.66 $ 16.30
------- -------- -------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.10) $ (0.16) $ (0.22) $ (0.01) $ (0.07)
Net realized and unrealized gain on investments and
futures contracts 2.74 (1.84) (8.02) 7.76 2.88
------- -------- -------- ------- -------
Net increase (decrease) from investment operations $ 2.64 $ (2.00) $ (8.24) $ 7.75 $ 2.81
Distributions to shareowners:
Net realized gain - - (3.12) (3.09) (1.45)
------- -------- -------- ------- -------
Net increase (decrease) in net asset value $ 2.64 $ (2.00) $ (11.36) $ 4.66 $ 1.36
------- -------- -------- ------- -------
Net asset value, end of year $ 11.60 $ 8.96 $ 10.96 $ 22.32 $ 17.66
------- -------- -------- ------- -------
Total return* 29.46% (18.25)% (41.07)% 48.61% 18.13%
Ratio of net expenses to average net assets+ 2.26% 2.56% 2.18% 1.88% 1.86%
Ratio of net investment loss to average net assets+ (1.75)% (2.08)% (1.53)% (1.32)% (1.26)%
Portfolio turnover rate 52% 48% 65% 81% 150%
Net assets, end of year (in thousands) $18,155 $ 7,762 $ 5,641 $11,414 $ 3,005
Ratios with reduction for fees paid indirectly:
Net expenses 2.25% 2.50% 2.13% 1.86% 1.82%
Net investment loss (1.74)% (2.02)% (1.48)% (1.30)% (1.22)%
* Assumes initial investment at net asset value at the beginning of each period,
reinvestment of all distributions, the complete redemption of the investment at
net asset value at the end of each period and no sales charges. Total return
would be reduced if sales charges were taken into account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
23
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/03
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Mid Cap Growth Fund (the Fund) is a Delaware statutory trust registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to seek capital
growth.
The Fund offers three classes of shares - Class A, Class B and Class C shares.
Shares of Class A, Class B and Class C each represent an interest in the same
portfolio of investments of the Fund and have equal rights to voting,
redemptions, dividends and liquidation, except that each class of shares can
bear different transfer agent and distribution fees and have exclusive voting
rights with respect to the distribution plans that have been adopted by Class A,
Class B and Class C shareowners, respectively.
The Fund's financial statements have been prepared in conformity with accounting
principles generally accepted in the United States of America 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. The
following is a summary of significant accounting policies consistently followed
by the Fund, which are in conformity with those generally accepted in the
investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value is
computed once daily, on each day the New York Stock Exchange is open, as of
the close of the regular trading on the Exchange. In computing the net asset
value, securities are valued at the last sale price on the principal exchange
where they are traded. Securities that have not traded on the date of
valuation, or securities for which sale prices are not generally reported,
are valued at the mean between the last bid and asked prices. Securities for
which market quotations are not readily available are valued at their fair
values as determined by, or under the direction of, the Board of Trustees.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where
24
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the ex-dividend date may have passed are recorded as soon as the Fund becomes
aware of the ex-dividend data in the exercise of reasonable diligence.
Interest income, including interest on income bearing cash accounts, is
recorded on the accrual basis. Temporary cash investments are valued at
amortized cost.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Futures Contracts
The Fund may enter into futures transactions to hedge against changes in
interest rates, securities prices, and currency rates or to seek to increase
total return. Upon entering into a futures contract, the Fund is required to
deposit with a broker an amount of cash or securities equal to the minimum
"initial margin" requirements of the associated futures exchange. Subsequent
payments for futures contracts ("variation margin") are paid or received by
the Fund, depending on the daily fluctuation in the value of the contracts,
and are recorded by the Fund as unrealized gains or losses. When the contract
is closed, the Fund realizes a gain or loss equal to the difference between
the opening and closing value of the contract. The potential risk to the Fund
is that the change in value of the contracts may not directly correlate to
the change in value of the underlying securities.
At September 30, 2003, open futures contracts were as follows:
- --------------------------------------------------------------------------------
Number of
Contracts Settlement Market Unrealized
Type Long/(Short) Month Value Gain (Loss)
- --------------------------------------------------------------------------------
NASDAQ 100 176 12/03 $11,492,800 $ (847,229)
- --------------------------------------------------------------------------------
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required.
25
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
The characterization of distributions to shareowners for financial reporting
purposes is determined in accordance with federal income tax rules.
Therefore, the source of the Fund's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
paid-in capital, depending on the type of book/tax differences that may
exist.
There were no distributions paid during the years ended September 30, 2003,
and 2002.
The following shows components of distributable earnings on a federal income
tax basis at September 30, 2003.
- --------------------------------------------------------------------------------
2003
- --------------------------------------------------------------------------------
Undistributed ordinary income $ -
Capital loss carryforward (136,940,380)
Post October Loss (20,780,414)
Unrealized appreciation 95,773,182
------------
Total $(61,947,612)
- --------------------------------------------------------------------------------
The difference between book-basis and tax-basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales and the unrealized
loss on futures contracts.
At September 30, 2003, the Fund has reclassified $2,687,209 to decrease
accumulated net investment loss and $2,687,209 to decrease paid-in capital.
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.
26
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the Fund
and a wholly owned indirect subsidiary of UniCredito Italiano S.p.A., Inc.
(UniCredito Italiano), earned $54,099 in underwriting commissions on the sale
of Fund shares during the year ended September 30, 2003.
E. Class Allocations
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively. Shareowners of each class share all expenses and fees paid to
the transfer agent, Pioneer Investment Management Shareholder Services, Inc.
(PIMSS), for its services, which are allocated based on the number of
accounts in each class and the ratable allocation of related out-of-pocket
expenses (see Note 3). Income, common expenses and realized and unrealized
gains and losses are calculated at the Fund level and allocated daily to each
class of shares based on the respective percentage of adjusted net assets at
the beginning of the day.
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B and Class C shares can bear different transfer
agent and distribution fees.
F. Securities Lending
The Fund lends securities in its portfolio to certain broker-dealers or other
institutional investors, with the Fund's custodian acting as the lending
agent. When entering into a loan, the Fund receives collateral, which is
maintained by the custodian and earns income in the form of negotiated
lenders' fees. The Fund also continues to receive interest or 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 account of
the Fund. The loans are secured by collateral of at least 102% at all times,
of the fair value of the securities loaned. The amount of collateral will be
adjusted daily to reflect any price fluctuation in the value of loaned
securities. The Fund has the right under the lending agreements to recover
27
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
the securities on loan from the borrower on demand. The Fund invests cash
collateral in the Securities Lending Investment Fund, which is managed by
Brown Brothers Harriman & Co., the Fund's custodian.
G. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value of
the underlying securities (collateral), including accrued interest received
from counterparties, is required to be at least equal to or in excess of the
value of the repurchase agreement at the time of purchase. The collateral for
all repurchase agreements is held in safekeeping in the customer-only account
of the Fund's custodian, or subcustodians. The Fund's investment adviser,
Pioneer Investment Management, Inc. (PIM), is responsible for determining
that the value of the collateral remains at least equal to the repurchase
price.
2. Management Agreement
PIM manages the Fund's portfolio and is a wholly owned indirect subsidiary of
UniCredito Italiano. PIM receives a basic fee that is calculated at the annual
rate of 0.625% of the Fund's average daily net assets. The basic fee is subject
to a performance adjustment up to a maximum of - 0.20% based on the Fund's
investment performance as compared with the Russell Midcap Growth Index.
Pursuant to a shareowner vote on April 17, 2003 the benchmark was changed from
the Standard & Poor's (S&P) MidCap 400 Index effective May 1, 2003; however the
S&P MidCap 400 Index will be used for monthly periods prior to May 1, 2003 until
it is eventually phased out. The performance comparison is made for a rolling
36-month period. For the year ended September 30, 2003, the aggregate
performance adjustment resulted in a reduction to the basic fee of $989,393. For
the year ended September 30, 2003, the management fee was equivalent to a rate
of 0.425% of average daily net assets.
In addition, under the management and administrative agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At September 30, 2003, $237,066 was payable to
PIM related to management fees, administrative fees and certain other services,
and is included in due to affiliates.
28
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in due to affiliates is $121,640 in transfer agent
fees payable to PIMSS at September 30, 2003.
4. Distribution Plans
The Fund adopted a Plan of Distribution for each class of shares (Class A Plan,
Class B Plan and Class C Plan) in accordance with Rule 12b-1 of the Investment
Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service
fee of up to 0.25% of the Fund's average daily net assets in reimbursement of
its actual expenditures to finance activities primarily intended to result in
the sale of Class A shares. On qualifying investments made prior to August 19,
1991, the Class A Plan provides for reimbursement of such expenditures in an
amount not to exceed 0.15%. Pursuant to the Class B Plan and the Class C Plan,
the Fund pays PFD 1.00% of the average daily net assets attributable to each
class of shares. The fee consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class C
shares. Included in due to affiliates is $150,042 in distribution fees payable
to PFD at September 30, 2003.
In addition, redemptions of each class of shares may be subject to a contingent
deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of
certain net asset value purchases of Class A shares within one year of purchase.
Class B shares that are redeemed within six years of purchase are subject to a
CDSC at declining rates beginning at 4.00%, based on the lower of cost or market
value of shares being redeemed. Redemptions of Class C shares within one year of
purchase are subject to a CDSC of 1.00%. Proceeds from the CDSCs are paid to
PFD. For the year ended September 30, 2003, CDSCs in the amount of $39,897 were
paid to PFD.
5. Expense Offsets
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the year
ended September 30, 2003, the Fund's expenses were reduced by $16,446 under such
arrangements.
29
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/03 (continued)
- --------------------------------------------------------------------------------
6. Line of Credit
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $50 million committed, unsecured revolving
line of credit facility. Borrowings are used solely for temporary or emergency
purposes. The Fund may borrow up to the lesser of $50 million or the limits set
by its prospectus for borrowings. Interest on collective borrowings 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
September 30, 2003, the Fund had no borrowings under this agreement.
30
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
To the Board of Trustees and Shareowners
of Pioneer Mid Cap Growth Fund:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Mid Cap Growth Fund (the "Fund") as of
September 30, 2003, and the related statement of operations for the year then
ended, and the statements of changes in net assets and the financial highlights
for each of the two years in the period then ended. 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 audit. The financial highlights for each of
the three years in the period ended September 30, 2001 were audited by other
auditors who have ceased operations and whose report, dated November 5, 2001,
expressed an unqualified opinion on those financial highlights.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of securities as of September 30, 2003, by correspondence with the
custodian and brokers or by other appropriate auditing procedures where replies
from brokers were not received. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Mid Cap Growth Fund at September 30, 2003, the results of its operations
for the year then ended, and the changes in its net assets and the financial
highlights for each of the two years in the period then ended in conformity with
accounting principles generally accepted in the United States.
ERNST & YOUNG LLP
Boston, Massachusetts
November 7, 2003
31
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETING
- --------------------------------------------------------------------------------
On April 17, 2003, the Fund held a special meeting of shareowners to vote on
four proposals. All proposals were passed by a shareowner vote. Here are the
detailed results of the votes.
Proposal 1 - To elect Trustees.
Nominee Affirmative Withheld
John F. Cogan, Jr. 33,534,957.569 1,152,480.454
Mary K. Bush 33,509,888.256 1,177,549.767
Richard H. Egdhal, M.D. 33,523,742.629 1,163,695.394
Daniel T. Geraci 33,567,629.587 1,119,808.436
Margaret B.W. Graham 33,585,104.256 1,102,333.767
Marguerite A. Piret 33,584,542.942 1,102,895.081
Stephen K. West 33,498,495.369 1,188,942.654
John Winthrop 33,629,072.260 1,058,365.763
Proposal 2 -- To approve a new management contract.
Affirmative Against Abstain
26,378,672.069 1,809,447.000 1,051,764.954
Proposal 3 -- To approve a policy allowing Pioneer and the board of trustees to
appoint or terminate subavisers and to approve amendments to subadvisory
agreements without shareowner approval.
Affirmative Against Abstain
26,047,112.794 2,232,253.240 960,517.989
Proposal 4 (a) -- To approve a change to the Fund's investment policy on senior
securities.
Affirmative Against Abstain
25,932,187.477 1,748,818.704 1,558,877.842
Proposal 4 (b) -- To approve a change to the Fund's investment policy on
borrowing.
Affirmative Against Abstain
25,758,754.651 1,906,637.819 1,574,491.553
Proposal 4 (c) -- To approve a change to the Fund's investment policy on real
estate.
Affirmative Against Abstain
25,905,171.932 1,766,441.901 1,568,270.190
32
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposal 4 (d) -- To approve a change to the Fund's investment policy on loans.
Affirmative Against Abstain
25,875,482.206 1,796,131.627 1,568,270.190
Proposal 4 (e) -- To approve a change to the Fund's investment policy on
commodities.
Affirmative Against Abstain
25,907,091.244 1,763,744.314 1,569,048.465
Proposal 4 (f) -- To approve a change to the Fund's investment policy on
diversification.
Affirmative Against Abstain
25,912,902.933 1,759,657.247 1,567,323.843
Proposal 4 (g) -- To approve a change to the Fund's investment policy on acting
as an underwriter.
Affirmative Against Abstain
25,916,962.512 1,745,754.309 1,577,167.202
Proposal 4 (h) -- To approve a change to the Fund's investment policy on
concentration.
Affirmative Against Abstain
25,964,163.959 1,698,552.862 1,577,167.202
Proposal 4 (i) -- To approve a change to the Fund's investment policy on
guarantees.
Affirmative Against Abstain
25,790,612.146 1,870,761.855 1,578,510.022
Proposal 4 (j) -- To approve a change to the Fund's investment policy on margin.
Affirmative Against Abstain
25,740,071.948 1,921,866.598 1,577,945.477
Proposal 4 (k) -- To approve a change to the Fund's investment policy on short
sales.
Affirmative Against Abstain
25,726,565.640 1,933,392.054 1,579,926.329
33
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
For information about any Pioneer mutual fund, please contact your investment
professional, or call Pioneer at 1-800-225-6292. Ask for a free fund information
kit, which includes a fund prospectus. Please read the prospectus carefully
before you invest.
U.S. Equity Fixed Income
Pioneer Fund Pioneer America Income Trust
Pioneer Balanced Fund Pioneer Bond Fund
Pioneer Core Equity Fund Pioneer High Yield Fund
Pioneer Equity Income Fund Pioneer Stable Value Fund
Pioneer Growth Shares Pioneer Strategic Income Fund
Pioneer Mid Cap Growth Fund Pioneer Tax Free Income Fund
Pioneer Mid Cap Value Fund
Pioneer Real Estate Shares Money Market
Pioneer Small Cap Value Fund Pioneer Cash Reserves Fund*
Pioneer Small Company Fund
Pioneer Value Fund
International/Global Equity
Pioneer Emerging Markets Fund
Pioneer Europe Select Fund
Pioneer Europe Fund
Pioneer International Equity Fund
Pioneer International Value Fund
* An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks
to preserve the value of your investment at $1.00 per share, it is possible
to lose money by investing in the Fund.
34
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Auditors
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr 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 Investment Company Act of 1940
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
serves as a trustee of each of the 51 U.S. registered investment portfolios for
which Pioneer Investment Management, Inc. ("Pioneer") serves as investment
adviser (the "Pioneer Funds"). The address for all Interested Trustees and all
officers of the Fund is 60 State Street, Boston, Massachusetts 02109.
The Fund's statement of additional information provides more detailed
information regarding the Fund's Trustees and is available upon request,
without charge, by calling 1-800-225-6292.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). This
information is also available at pioneerfunds.com.
35
- --------------------------------------------------------------------------------
INTERESTED TRUSTEES
- --------------------------------------------------------------------------------
Name and Age Position Held With the Fund Term of Office/Length of Service
John F. Cogan, Jr. (77)* Chairman of the Board, Since 1982.
Trustee and President Serves until a successor trustee is
elected or earlier retirement or removal.
*Mr. Cogan is an Interested Trustee because he is an officer or director of the
Trust's investment adviser and certain of its affiliates.
- ------------------------------------------------------------------------------------------------------
Osbert Hood (51)** Trustee and Since June, 2003.
Executive Vice President Serves until a successor trustee is
elected or earlier retirement or removal.
** Mr. Hood was elected Trustee and Executive Vice President on June 3, 2003. He
is an Interested Trustee because he is an officer or director of the Fund's
investment adviser and certain of its affiliates.
- --------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------
Name, Age and Address Position Held With the Fund Term of Office/Length of Service
Mary K. Bush (55) Trustee Since 1997.
3509 Woodbine Street, Serves until a successor trustee is
Chevy Chase, MD 20815 elected or earlier retirement or removal.
- ------------------------------------------------------------------------------------------------------
Richard H. Egdahl, M.D. (76) Trustee Since 1992.
Boston University Healthcare Serves until a successor trustee is
Entrepreneurship Program, elected or earlier retirement or removal.
53 Bay State Road,
Boston, MA 02215
- ------------------------------------------------------------------------------------------------------
36
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal Occupation During Past Five Years Other Directorships Held by this Trustee
Deputy Chairman and a Director of Pioneer Global Director of Harbor Global Company,
Asset Management S.p.A. ("PGAM"); Non-Executive Ltd.
Chairman and a Director of Pioneer Investment
Management USA Inc. ("PIM-USA"); Chairman and a
Director of Pioneer; Director of Pioneer Alternative
Investment Management Limited (Dublin); President
and a Director of Pioneer Alternative Investment
Management (Bermuda) Limited and affiliated funds;
President and a Director of Pioneer Funds Distributor,
Inc. ("PFD"); President of all of the Pioneer Funds; and
Of Counsel (since 2000, partner prior to 2000), Hale
and Dorr LLP (counsel to PIM-USA and the Pioneer
Funds)
- ------------------------------------------------------------------------------------------------------
President and Chief Executive Officer, PIM-USA since None
May, 2003 (Director since January, 2001); President
and Director of Pioneer since May, 2003; Chairman
and Director of Pioneer Investment Management
Shareholder Services, Inc. "PIMSS" since May, 2003;
Executive Vice President of all of the Pioneer Funds
since June, 2003; Executive Vice President and Chief
Operating Officer of PIM-USA, November 2000-May
2003; Executive Vice President, Chief Financial Officer
and Treasurer, John Hancock Advisers, L.L.C., Boston,
MA, November 1999-November 2000; Senior Vice
President and Chief Financial Officer, John Hancock
Advisers, L.L.C., April 1997-November 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal Occupation During Past Five Years Other Directorships Held by this Trustee
President, Bush International (international financial Director of Brady Corporation
advisory firm) (industrial identification and
specialty coated material products
manufacturer), Millennium
Chemicals, Inc. (commodity
chemicals), Mortgage Guaranty
Insurance Corporation and R.J.
Reynolds Tobacco Holdings, Inc.
(tobacco)
- ------------------------------------------------------------------------------------------------------
Alexander Graham Bell Professor of Health Care None
Entrepreneurship, Boston University; Professor
of Management, Boston University School of
Management; Professor of Public Health, Boston
University School of Public Health; Professor of Surgery,
Boston University School of Medicine; and University
Professor, Boston University
- --------------------------------------------------------------------------------
37
- --------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------
Name, Age and Address Position Held With the Fund Term of Office/Length of Service
Margaret B.W. Graham (56) Trustee Since 1982.
1001 Sherbrooke Street West, Serves until a successor trustee is
Montreal, Quebec, Canada elected or earlier retirement or removal.
- -------------------------------------------------------------------------------------------------------
Marguerite A. Piret (55) Trustee Since 1982.
One Boston Place, 28th Floor, Serves until a successor trustee is
Boston, MA 02108 elected or earlier retirement or removal.
- -------------------------------------------------------------------------------------------------------
Stephen K. West (75) Trustee Since 1993.
125 Broad Street, Serves until a successor trustee is
New York, NY 10004 elected or earlier retirement or removal.
- -------------------------------------------------------------------------------------------------------
John Winthrop (67) Trustee Since 1985.
One North Adgers Wharf, Serves until a successor trustee is
Charleston, SC 29401 elected or earlier retirement or removal.
- --------------------------------------------------------------------------------
FUND OFFICERS
- -------------------------------------------------------------------------------
Name and Age Position Held With the Fund Term of Office/Length of Service
Dorothy E. Bourassa (55) Secretary Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------
David C. Phelan (46) Assistant Secretary Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------
Christopher J. Kelly (38) Assistant Secretary Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------
Vincent Nave (58) Treasurer Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------
Luis I. Presutti (38) Assistant Treasurer Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------
Gary Sullivan (45) Assistant Treasurer Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------
38
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Directorships Held by this
Principal Occupation During Past Five Years Trustee
Founding Director, The Winthrop Group, Inc. (consulting None
firm); Professor of Management, Faculty of Management,
McGill University
- -----------------------------------------------------------------------------------------------
President and Chief Executive Officer, Newbury, Piret & None
Company, Inc. (investment banking firm)
- -----------------------------------------------------------------------------------------------
Senior Counsel, Sullivan & Cromwell (law firm) Director, The Swiss Helvetia
Fund, Inc. (closed-end investment
company) and AMVESCAP PLC
(investment managers)
- -----------------------------------------------------------------------------------------------
President, John Winthrop & Co., Inc. None
(private investment firm)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Directorships Held by this
Principal Occupation During Past Five Years Officer
Secretary of PIM-USA: Senior Vice President-Legal of None
Pioneer; and Secretary/Clerk of most of PIM-USA's
subsidiaries since October 2000; Secretary of all of the
Pioneer Funds since September 2003 (Assistant
Secretary from November 2000 to September 2003);
and Senior Counsel, Assistant Vice President and Director
of Compliance of PIM-USA from April 1998 through
October 2000
- ----------------------------------------------------------------------------------------------
Partner, Hale and Dorr LLP. Assistant Secretary of all of None
Pioneer Funds since September 2003
- -----------------------------------------------------------------------------------------------
Assistant Vice President and Senior Counsel of Pioneer None
since July 2002; 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; Vice
President and Associate General Counsel from July 1996
to July 2000); Assistant Secretary of all of the Pioneer
Funds since September 2003
- -----------------------------------------------------------------------------------------------
Vice President-Fund Accounting, Administration and Custody None
Services of Pioneer (Manager from September 1996 to
February 1999); and Treasurer of all of the Pioneer Funds
(Assistant Treasurer from June 1999 to
November 2000)
- -----------------------------------------------------------------------------------------------
Assistant Vice President-Fund Accounting, Administration None
and Custody Services of Pioneer (Fund Accounting Manager
from 1994 to 1999); and Assistant Treasurer of all of the
Pioneer Funds since November 2000
- -----------------------------------------------------------------------------------------------
Fund Accounting Manager-Fund Accounting, Administration None
and Custody Services of Pioneer; and Assistant Treasurer of
all of the Pioneer Funds since May 2002
- -----------------------------------------------------------------------------------------------
39
- --------------------------------------------------------------------------------
FUND OFFICERS
- --------------------------------------------------------------------------------
Name and Age Position Held With the Fund Term of Office/Length of Service
Katherine Kim Sullivan (29) Assistant Treasurer Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------
40
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Directorships Held by this
Principal Occupation During Past Five Years Officer
Fund Administration Manager - Fund Accounting, None
Administration and Custody Services since June 2003;
Assistant Vice President - Mutual Fund Operations of
State Street Corporation from June 2002 to June 2003
(formerly Deustche Bank Asset Management); Pioneer
Fund Accounting, Administration and Custody Services
(Fund Accounting Manager from August 1999 to May 2002,
Fund Accounting Supervisor from 1997 to July 1999);
Assistant Treasurer of all of the Pioneer Funds since
September 2003.
- -----------------------------------------------------------------------------------------------
41
- --------------------------------------------------------------------------------
PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
- --------------------------------------------------------------------------------
Your investment professional can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-8O0-225-6292.
FactFone(SM)
Our automated account information service, available to you 24 hours a day,
seven days a week. FactFone gives you a quick and easy way to check fund share
prices, yields, dividends and distributions, as well as information about your
own account. Simply call 1-800-225-4321. For specific account information, have
your 10-digit account number, your three-digit fund number and your four-digit
personal identification number at hand.
6-Month Reinstatement Privilege (for Class A and Class B Shares) Enables you to
reinvest all or a portion of the money you redeem from your Pioneer account -
without paying a sales charge - within 6 months of your redemption. You have the
choice of investing in any Pioneer fund provided the account has the exact same
registration and meets the fund's minimum investment requirement. Reinstated
accounts may only purchase Class A fund shares.
Investomatic Plan
An easy and convenient way for you to invest on a regular basis. All you need to
do is authorize a set amount of money to be moved out of your bank account into
the Pioneer fund of your choice. Investomatic also allows you to change the
dollar amount, frequency and investment date right over the phone. By putting
aside affordable amounts of money regularly, you can build a long-term
investment - without sacrificing your current standard of living.
Payroll Investment Program (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All that's
involved is for your employer to fill out an authorization form allowing Pioneer
to deduct from participating employees' paychecks. You specify the dollar amount
you want to invest into the Pioneer fund(s) of your choice.
42
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Automatic Exchange Program
A simple way to move money from one Pioneer fund to another over a period of
time. Just invest a lump sum in one fund, and select the other Pioneer funds you
wish to invest in. You choose the amounts and dates for Pioneer to sell shares
of your original fund and use the proceeds to buy shares of the other funds you
have chosen. Over time, your investment will be shifted out of the original
fund. (Automatic Exchange is available for originating accounts with a balance
of $5,000 or more.)
Directed Dividends
Lets you invest cash dividends from one Pioneer fund to an account in another
Pioneer fund with no sales charge or fee. Simply fill out the applicable
information on a Pioneer Account Options Form. (This program is available for
dividend payments only; capital gains distributions are not eligible at this
time.)
Direct Deposit
Lets you move money into your bank account using electronic funds transfer
(EFT). EFT moves your money faster than you would receive a check, eliminates
unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer
Direct Deposit Form, giving your instructions.
Systematic Withdrawal Plan (SWP)
Lets you establish automatic withdrawals from your account at set intervals. You
decide the frequency and the day of the month. Pioneer will send the proceeds by
check to the address you designate, or electronically to your bank account. You
also can authorize Pioneer to make the redemptions payable to someone else.
(SWPs are available for accounts with a value of $10,000 or more.)
43
- --------------------------------------------------------------------------------
RETIREMENT PLANS FROM PIONEER
- --------------------------------------------------------------------------------
Pioneer has a long history of helping people work toward their retirement goals,
offering plans suited to the individual investor and businesses of all sizes.
For more information on Pioneer retirement plans, contact your investment
professional, or call Pioneer at 1-800-622-0176.
Individual Retirement Accounts (IRAs)
Traditional IRA*
For anyone under age 70 1/2 earning income. Individuals can contribute up to
$3,000 annually. Earnings are tax-deferred, and contributions may be
tax-deductible.
Roth IRA*
Available to single individuals earning less than $110,000 in income annually,
and married couples with joint income less than $160,000. Contributions of up to
$3,000 a year are not tax-deductible, but all earnings are tax-free for
qualified withdrawals. Distributions are tax and penalty-free if certain
conditions are met.
Employer-Sponsored Plans
Uni-K Plan*
A 401(k) plan designed specifically for any business that employs only owners
and their spouses. Participants can make salary deferral contributions up to
$11,000 per year. In addition, each year the business may contribute up to 25%
of pay.
401(k) Plan*
Allows employees to make pre-tax contributions through payroll deduction, up to
$11,000 per year. Employers' contributions are discretionary. The 401(k) offers
companies maximum flexibility.
SIMPLE IRA Plan*
The Savings Incentive Match PLan for Employees (SIMPLE) is designed for
employers with 100 or fewer eligible employees. Employees can decide whether to
contribute. Employers must contribute.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
44
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
403(b) Plan*
Also known as a Tax-Sheltered Account (TSA), this plan lets employees of public
schools, non-profit hospitals and other tax-exempt organizations make pre-tax
contributions through payroll deduction.
SEP-IRA
The Simplified Employee Pension (SEP) plan lets self-employed people and
small-business owners make tax-deductible contributions of up to 25% of income,
while maintaining complete contribution flexibility each year.
Profit Sharing Plan
Companies can decide each year whether - and how much - to contribute to
participants, up to 25% of each participant's pay. Can include vesting schedules
that are not available with a SEP-IRA.
Age-Based Profit Sharing Plan
Employer contributions are flexible, but are based on a formula using age and
salary. Each year, a business can contribute up to 25% of the total eligible
payroll.
Money Purchase Pension Plan (MPP)
Allows employer contributions, up to 25% of pay annually. Companies must
contribute a fixed percentage of pay each year.
Defined Benefit Pension Plan
Requires a business to contribute enough each year to fund a specific future
benefit. Most beneficial to older employees who need to accumulate assets
rapidly.
* Special Catch-Up Provisions are available to individuals age 50 and older to
contribute additional amounts to their retirement accounts. For more
information, call our Retirement Plans Information line at 1-800-622-0176.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
45
- --------------------------------------------------------------------------------
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
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvest.com
(for general questions about Pioneer only)
Visit our website: www.pioneerfunds.com
This report must be preceded or accompanied by a current Fund prospectus. For
information on other Pioneer mutual funds including charges and expenses, call
800-225-6292 and request a prospectus. Please read it carefully before investing
or sending money.
[PIONEER LOGO]
Pioneer Investment Management, Inc.
60 State Street 14295-00-1103
Boston, Massachusetts 02109 (C) 2003 Pioneer Funds Distributor, Inc.
www.pioneerfunds.com Underwriter of Pioneer mutual funds, Member SIPC
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.
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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
Not applicable; to be answered on annual submissions after December 15, 2003.
ITEMS 5-6. [RESERVED]
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. [RESERVED]
ITEM 9. 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 certifying officers have determined that the registrant's
disclosure controls and procedures are effective based on our evaluation of
these controls and procedures as of a date within 90 days prior to 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 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.
ITEM 10. 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.
Filed herewith.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Mid Cap Growth Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date November 26, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date November 26, 2003
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date November 26, 2003
* Print the name and title of each signing officer under his or her signature.