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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-06106
Pioneer Mid Cap Value Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: October 31
Date of reporting period: November 1, 2004 through April 30, 2005
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
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PIONEER
-------
MID CAP VALUE
FUND
Semiannual
Report
4/30/05
[LOGO] PIONEER
Investments(R)
Table of Contents
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Letter to Shareowners 1
Portfolio Summary 2
Prices and Distributions 3
Performance Update 4
Comparing Ongoing Fund Expenses 10
Portfolio Management Discussion 12
Schedule of Investments 16
Financial Statements 25
Notes to Financial Statements 35
Factors Considered by the Independent Trustees in Approving
the Management Contract 43
Trustees, Officers and Service Providers 49
Pioneer Mid Cap Value Fund
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LETTER TO SHAREOWNERS 4/30/05
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Dear Shareowner,
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U.S. stocks moved higher early in 2005, with the Standard & Poor's 500 Stock
Index and the Dow Jones Industrial Average advancing to three-year highs in
early March. But from then on, soaring prices for heating oil and gasoline,
plus the steady ratcheting up of interest rates by the Federal Reserve Board
overwhelmed sentiment and caused stocks to retrace their gains. By the end of
April, the Dow Industrials, the S&P 500 and the tech-heavy NASDAQ composite
were in negative territory for the year.
With investors less welcoming of risk and the economy giving mixed signals,
value stocks were more resilient than growth stocks. In addition,
large-capitalization stocks held up better than small- and mid-sized issues
that might be more vulnerable in an economic "soft patch," in the phrase of
Federal Reserve Board Chairman Alan Greenspan.
Determined to prevent damaging inflation, the Fed has repeatedly raised
short-term interest rates. As a result, bond returns were modestly negative in
most sectors. Fixed-income investors also became more risk-averse; high-yield
and other corporate sectors retrenched after a run of stellar performance while
Treasuries and mortgage-backed securities showed small declines, with long-term
issues showing positive. Municipal revenue bonds trended higher even against a
backdrop of heavy new issuance by states and localities.
Higher U.S. interest rates enhanced the dollar's appeal and brought at least a
pause in its long, sharp drop. But the stronger dollar muted returns for U.S.
investors in overseas markets. Globally, economies rich in metals and other
industrial commodities continued to thrive on heavy demand from China and
elsewhere. Meanwhile, growth in Japan may have stalled, and Europe's expansion
moved ahead slowly.
We believe that the U.S. economy and corporate earnings will continue to grow
at a moderate pace. Oil prices have receded from their record highs, but high
energy costs and rising interest rates may be in the headlines for a while.
Looking beyond present concerns, Pioneer's global investment experts continue
to find stocks and bonds with attractive long-term potential for our domestic
and international funds.
Expanding your opportunities
This period was like all others; different classes of investments delivered
different returns. That's why allocating your portfolio across several
investment categories is one way to seek wider opportunities. Pioneer's
disciplined approach and growing range of products are designed to help you
achieve this important objective. For thoughtful guidance on how to align your
portfolio with your goals, contact your financial professional.
Please consider a fund's investment objective, risks, charges and expenses
carefully before investing. The prospectus contains this and other information
about each fund and should be read carefully before you invest or send money.
To obtain a prospectus and for other information on any Pioneer fund, contact
your financial advisor, call 1-800-225-6292 or visit our web site at
www.pioneerfunds.com.
Respectfully,
/s/ Osbert M. Hood
President
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 Value Fund
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PORTFOLIO SUMMARY 4/30/05
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Portfolio Diversification
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(As a percentage of total investment portfolio)
[The following data was represented as a pie chart in the printed material.]
U.S. Common Stocks 91.5%
Temporary Cash Investments 7.7%
Depositary Receipts for International Stocks 0.8%
Sector Distribution
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(As a percentage of equity holdings)
[The following data was represented as a pie chart in the printed material.]
Consumer Discretionary 22.3%
Financials 19.1%
Information Technology 9.7%
Health Care 9.6%
Industrials 8.9%
Materials 8.2%
Utilities 7.8%
Consumer Staples 7.5%
Energy 6.8%
Telecommunication Services 0.1%
10 Largest Holdings
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(As a percentage of equity holdings)*
1. Foot Locker, Inc. 2.46%
2. Safeway, Inc. 2.15
3. Republic Services, Inc. 1.96
4. Mattel, Inc. 1.86
5. Triad Hospitals, Inc. 1.86
6. PPG Industries, Inc. 1.85
7. The PMI Group, Inc. 1.82
8. Providian Financial Corp. 1.74
9. Tenet Healthcare Corp. 1.66
10. BJ's Wholesale Club, Inc. 1.64
*This list excludes temporary cash and derivative instruments. The portfolio is
actively managed, and current holdings may be different.
2
Pioneer Mid Cap Value Fund
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PRICES AND DISTRIBUTIONS
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Net Asset Value Per Share
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Class 4/30/05 10/31/04
----- ------- --------
A $24.33 $25.57
B $21.79 $23.32
C $21.63 $23.15
R $24.20 $25.46
Y $25.08 $26.17
Class 4/30/05 12/13/04
----- ------- --------
Investor Class Shares $24.34 $24.13
Distributions Per Share
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5/1/04 - 4/30/05
----------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
----- ---------- ------------- -------------
A $ - $0.1828 $2.9742
B $ - $0.1828 $2.9742
C $ - $0.1828 $2.9742
R $ - $0.1828 $2.9742
Y $ - $0.1828 $2.9742
12/11/04 - 4/30/05
------------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
----- ---------- ------------- -------------
Investor Class Shares $ - $ - $ -
3
Pioneer Mid Cap Value Fund
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PERFORMANCE UPDATE 4/30/05 CLASS A SHARES
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Investment Returns
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The mountain chart below shows the change in value of a $10,000 investment made
in Pioneer Mid Cap Value Fund at public offering price, compared to that of the
Russell Midcap Value Index.
Average Annual Total Returns
(As of April 30, 2005)
Public
Net Asset Offering
Period Value Price (POP)
10 Years 11.23% 10.58%
5 Years 11.70 10.38
1 Year 15.97 9.30
[The following data was represented as a mountain chart in the printed
material.]
Value of a $10,000 Investment
Pioneer Mid Cap Russell Midcap
Value Fund Value Index
04/95 9425 10000
12082 12787
04/97 12292 15057
16183 21221
04/99 14867 21624
15720 20655
04/01 19279 24706
20088 26784
04/03 17231 23169
23569 31261
04/05 27334 37607
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent month-end
performance results. Current performance may be lower or higher than the
performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ. Performance results
reflect any applicable expense waivers in effect during the periods shown.
Without such waivers Fund performance would be lower. Waivers may not be in
effect for all funds. Certain fee waivers are contractual through a specified
period. Otherwise, fee waivers can be rescinded at any time. See the prospectus
and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Value Index measures the performance of U.S. mid-cap value
stocks. Index returns assume reinvestment of dividends and, unlike Fund returns,
do not reflect any fees, expenses or sales charges. You cannot invest directly
in an Index.
4
Pioneer Mid Cap Value Fund
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PERFORMANCE UPDATE 4/30/05 CLASS B SHARES
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Investment Returns
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The mountain chart below shows the change in value of a $10,000 investment made
in Pioneer Mid Cap Value Fund, compared to that of the Russell Midcap Value
Index.
Average Annual Total Returns
(As of April 30, 2005)
If If
Period Held Redeemed
10 Years 10.34% 10.34%
5 Years 10.75 10.75
1 Year 14.89 10.89
[The following data was represented as a mountain chart in the printed
material.]
Value of a $10,000 Investment
Pioneer Mid Cap Russell Midcap
Value Fund Value Index
4/95 10000 10000
12724 12787
4/97 12843 15057
16179 19652
4/99 15302 21624
16049 20655
4/01 19525 24706
20184 26784
4/03 17168 23169
23274 31261
4/05 26740 37607
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent month-end
performance results. Current performance may be lower or higher than the
performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CSDC). Effective December 1, 2004, the period during which a CDSC is applied to
withdrawals was shortened to 5 years. The maximum CDSC for Class B shares
continues to be 4%. For more complete information, please see the prospectus for
details. Note: Shares purchased prior to December 1, 2004 remain subject to the
CDSC in effect at the time you purchased those shares. For performance
information for shares purchased prior to December 1, 2004, please visit
www.pioneerfunds.com/bshares. All results are historical and assume the
reinvestment of dividends and capital gains. Other share classes are available
for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Value Index measures the performance of U.S. mid-cap value
stocks. Index returns assume reinvestment of dividends and, unlike Fund returns,
do not reflect any fees, expenses or sales charges. You cannot invest directly
in an Index.
5
Pioneer Mid Cap Value Fund
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PERFORMANCE UPDATE 4/30/05 CLASS C SHARES
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Investment Returns
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The mountain chart below shows the change in value of a $10,000 investment made
in Pioneer Mid Cap Value Fund at public offering price, compared to that of the
Russell Midcap Value Index.
Average Annual Total Returns
(As of April 30, 2005)
If If
Period Held Redeemed
Life-of-Class
(1/31/96) 9.39% 9.39%
5 Years 10.72 10.72
1 Year 15.01 15.01
[The following data was represented as a mountain chart in the printed
material.]
Value of a $10,000 Investment
Pioneer Mid Cap Russell Midcap
Value Fund Value Index
01/96 10000 10000
10931 10396
04/97 11045 12241
14433 17252
04/99 13144 17580
13780 16792
04/01 16745 20086
17305 21775
04/03 14712 18837
19934 25415
04/05 22926 30575
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent month-end
performance results. Current performance may be lower or higher than the
performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. Class C shares
held for less than one year are also subject to a 1% contingent deferred sales
charge (CDSC). The performance of Class C shares does not reflect the 1%
front-end sales charge in effect prior to February 1, 2004. If you paid a 1%
sales charge, your returns would be lower than those shown above. All results
are historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Value Index measures the performance of U.S. mid-cap value
stocks. Index returns assume reinvestment of dividends and, unlike Fund returns,
do not reflect any fees, expenses or sales charges. You cannot invest directly
in an Index.
6
Pioneer Mid Cap Value Fund
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PERFORMANCE UPDATE 4/30/05 INVESTOR CLASS SHARES
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Investment Returns
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Average Annual Total Returns
(As of April 30, 2005)
If If
Period Held Redeemed
Life-of-Class
(12/13/04) 1.42% 1.42%
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent month-end
performance results. Current performance may be lower or higher than the
performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Certain Pioneer funds (the "Funds") issued Investor Class shares in connection
with the reorganization of Safeco mutual funds. The Funds are not offering
additional Investor Class shares except in connection with the reinvestment of
dividends on the Funds' outstanding Investor Class shares. All Investor Class
shares of the Funds, whenever issued, convert to Class A shares of their
respective Funds on December 10, 2006. Investor Class shares are not subject to
sales charges.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table does not reflect the deduction of fees and taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
7
Pioneer Mid Cap Value Fund
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PERFORMANCE UPDATE 4/30/05 CLASS R SHARES
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Investment Returns
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The mountain chart below shows the change in value of a $10,000 investment made
in Pioneer Mid Cap Value Fund at public offering price, compared to that of the
Russell Midcap Value Index.
Average Annual Total Returns
(As of April 30, 2005)
If If
Period Held Redeemed
10 Years 10.78% 10.78%
5 Years 11.33 11.33
1 Year 15.86 15.86
[The following data was represented as a mountain chart in the printed
material.]
Value of a $10,000 Investment
Pioneer Mid Cap Russell Midcap
Value Fund Value Index
01/96 10000 10000
12757 12787
04/97 12915 15057
16917 21221
04/99 15464 21624
16275 20655
04/01 19852 24706
20593 26784
04/03 17579 23169
24028 31261
04/05 27838 37607
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent month-end
performance results. Current performance may be lower or higher than the
performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class R shares are not subject to sales charges and are available for limited
groups of eligible investors, including retirement plan investors. The
performance of Class R shares for the period prior to the commencement of
operations of Class R shares on 4/1/03 is based on the performance of Class A
shares, reduced to reflect the higher distribution and service fees of Class R
shares. For the period after April 1, 2003, the actual performance of Class R
shares is reflected, which performance may be influenced by the smaller asset
size of Class R shares compared to Class A shares. The performance of Class R
shares does not reflect the 1% CDSC that was in effect prior to July 1, 2004.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ. Performance results reflect any applicable expense waivers in effect
during the periods shown. Without such waivers Fund performance would be lower.
Waivers may not be in effect for all funds. Certain fee waivers are contractual
through a specified period. Otherwise, fee waivers can be rescinded at any time.
See the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Value Index measures the performance of U.S. mid-cap value
stocks. Index returns assume reinvestment of dividends and, unlike Fund returns,
do not reflect any fees, expenses or sales charges. You cannot invest directly
in an Index.
8
Pioneer Mid Cap Value Fund
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PERFORMANCE UPDATE 4/30/05 CLASS Y SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart below shows the change in value of a $10,000 investment made
in Pioneer Mid Cap Value Fund, compared to that of the Russell Midcap Value
Index.
Average Annual Total Returns
(As of April 30, 2005)
If If
Period Held Redeemed
10 Years 11.62% 11.62%
5 Years 12.27 12.27
1 Year 16.70 16.70
[The following data was represented as a mountain chart in the printed
material.]
Value of a $10,000 Investment
Pioneer Mid Cap Russell Midcap
Value Fund Value Index
04/95 10000 10000
12819 12787
04/97 13041 15057
17170 21221
04/99 15843 21624
16835 20655
04/01 20743 24706
21716 26784
04/03 18722 23169
25735 31261
04/05 30032 37607
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent month-end
performance results. Current performance may be lower or higher than the
performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Performance for periods prior to the inception of Y shares reflects the NAV
performance of the Fund's A shares. The performance does not reflect differences
in expenses, including the Rule 12b-1 fees applicable to A shares. Since fees
for A shares are generally higher than those of Y shares, the performance shown
for Y shares prior to their inception would have been higher. Class A shares are
used as a proxy from 7/25/90 to 7/2/98. Class Y shares are not subject to sales
charges and are available for limited groups of eligible investors, including
institutional investors. All results are historical and assume the reinvestment
of dividends and capital gains. Other share classes are available for which
performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for complete details.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Index comparison begins 7/31/98. The Russell Midcap Value Index measures the
performance of U.S. mid-cap value stocks. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in an Index.
9
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
COMPARING ONGOING FUND EXPENSES
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As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
1. Divide your account value by $1,000
Example: an $8,600 account value - $1,000 = 8.6
2. Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Mid Cap Value Fund
Based on actual returns from November 1, 2004 through April 30, 2005
Investor
Share Class A B C R Y Class
- ------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 11/1/04
Ending Account $1,078.10 $1,072.60 $1,073.60 $1,077.60 $1,082.20 $1,014.20
Value On 4/30/05
Expenses Paid $ 5.98 $ 10.74 $ 10.28 $ 6.70 $ 3.82 $ 3.93
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 1.16%, 2.10%,
2.01%, 1.30%, 0.79%, and 1.01% for Class A, Class B, Class C, Class R,
Class Y and Investor Class shares, respectively, multiplied by the average
account value over the period, multiplied by 184/365 (to reflect the
one-half year period) (142/365 for Investor Class shares).
10
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the
5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Mid Cap Value Fund
Based on a hypothetical 5% per year return before expenses, reflecting the
period from November 1, 2004 through April 30, 2005
Investor
Share Class A B C R Y Class
- ------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 11/1/04
Ending Account $1,019.04 $1,014.43 $1,014.88 $1,018.35 $1,021.12 $1,015.14
Value On 4/30/05
Expenses Paid $ 5.81 $ 10.44 $ 9.99 $ 6.51 $ 3.71 $ 3.93
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 1.16%, 2.10%,
2.01%, 1.30%, 0.74%, and 1.01% for Class A, Class B, Class C, Class R,
Class Y and Investor Class shares, respectively, multiplied by the average
account value over the period, multiplied by 184/365 (to reflect the
one-half year period) (142/365 for Investor Class shares).
11
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 4/30/05
- --------------------------------------------------------------------------------
The stock market was volatile throughout the six-month period ended April 30,
2005, as investors reacted to changing signals about the health of the economy
and the impact of the Federal Reserve Board's decisions to raise short-term
interest rates. Over the period, mid-cap stocks performed well in relation to
the overall market, while value-oriented strategies tended to outperform
growth-oriented styles. In the following discussion, Rod Wright, portfolio
manager of Pioneer Mid Cap Value Fund, provides an update on the Fund, its
investment strategies and the economic environment during the six-month period.
Q: How did the Fund perform?
A: Pioneer Mid Cap Value Fund performed relatively well in a challenging
environment, outperforming its Lipper peer group, while trailing its
benchmark index. The Fund's Class A shares had a total return of 7.81% at
net asset value for the six months ended April 30, 2005. During the same
period, the benchmark Russell Midcap Value Index gained 8.81%, while the
average return of the 245 funds in Lipper's mid-cap value category was
5.46%.
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Q: What were the principal factors that affected performance?
A: The six-month period started with a strong market rally. Stocks paying
relatively high dividends performed especially well. The surge was triggered
by the re-election of President Bush, an event which quelled fears about the
possible end of tax cuts on income from dividends. The rally stalled early
in 2005, however, amid fears that the Federal Reserve Board's increases in
short-term interest rates might undermine the economic recovery. In
addition, investors worried about the impending elections in Iraq. However,
February brought a brief market recovery because of Iraq's successful
election experience and greater optimism about the domestic economy and
corporate profitability. But sentiment changed once again in late February
because of anxiety about the state of the economy and the effects of rising
energy prices. The
12
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
dominant trend was for stock prices to decline in the final weeks of the
period.
In this continually changing environment, mid-cap value stocks tended to
outperform the overall market. With the dramatic increases in oil and
natural gas prices, the energy sector was the best-performing part of the
market. We were overweight in energy stocks for the first three months of
the period, but reduced our positions and took profits when we believed
commodity prices were approaching their peak. As we did so, we increased
our holdings in consumer discretionary stocks, where we found many
companies attractively priced. The Fund's results were largely in line
with the benchmark Russell Midcap Value Index, although performance was
not supported by our de-emphasis of companies, such as utilities, that
could potentially be harmed by increasing interest rates. In general, we
do not make decisions based on broad economic trends, but focus primarily
on individual security selection, looking at stock prices in relation to
underlying company fundamentals.
Q: What were some of the individual investments that most affected performance?
A: We had exceptional performance from investments in companies in which we had
invested at depressed prices. Several holdings were able to turn around
their finances, while others were in corporations that were taken over at
premiums to their stock prices. One of the leading performers was Triad
Hospitals, whose valuation had plunged during 2004 amid general concerns
about the profitability of hospital chains because of uncertainties about
factors such as medical reimbursements. However, Triad and other hospital
stocks recovered in 2005 as those concerns dissipated. Two other health-care
investments that appreciated strongly were Cigna, a specialist in life and
health insurance, including managed-care programs, and McKesson, a
pharmaceutical distribution company. Both companies successfully turned
around their businesses and saw their stock prices respond.
Two industrial companies that benefited from the cyclical recovery were
Flowserve, a manufacturer of pumps and valves, and American Standard,
which produces plumbing supplies and air conditioning systems.
13
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 4/30/05 (continued)
- --------------------------------------------------------------------------------
Several companies received acquisition offers during the period, lifting
their stock prices. They included SunGard Data Systems and Toys R Us, both
of which were taken over by private equity firms; United Defense
Industries, a defense contractor best known for its Bradley Fighting
Vehicle, which was taken over by BEA; and VERITAS, which is being acquired
by Symantec.
Other investments that supported performance included: Blockbuster, whose
stock price rose by more than 45% during the period following its spin-off
by Viacom; and White Mountain Insurance Group, a diversified specialty
insurer whose stock price gained more than 30%.
Q: Were there any disappointments?
A: The biggest detractor was a top-performing stock in the Index that we did
not own: Valero Energy, an independent oil refiner that posted gains in the
general rally of the energy sector.
Fund holdings that hurt performance included PMI Group, BJ's Wholesale
Club, and Eastman Kodak. The stock price of PMI Group, which provides
private homeowners' insurance, slumped when mortgage rates remained low,
encouraging homeowners to refinance. PMI's profits normally improve when
interest rates rise and homeowners don't refinance. BJ's Wholesale's
gasoline retail business was exposed to rapid increases in gasoline
prices, while Eastman Kodak had a disappointing quarterly earnings report.
Despite these disappointments over the six months, we continued to favor
the longer-term prospects of PMI, BJ's and Eastman Kodak and still held
positions in the companies at the end of the six-month period.
Q: What is your investment outlook?
A: We continue to see potential opportunities among mid-cap value companies,
although our enthusiasm is tempered because of a number of concerns. On
the positive side, interest rates remain low, gross domestic product
continues to grow at a reasonable rate, and the economy is still adding
new jobs. However, we think there is some evidence that the pace of
economic growth is slowing and is being held back by high energy prices.
14
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
We will hold to our long-term discipline and emphasize strong companies
with attractive stock valuations.
Investing in mid-sized companies may offer the potential for higher returns,
but these companies are also subject to greater short-term price fluctuations
than larger, more established companies.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
15
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/05 (unaudited)
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 97.3%
Energy - 6.7%
Integrated Oil & Gas - 1.4%
463,800 Occidental Petroleum Corp. $ 32,002,200
------------
Oil & Gas Drilling - 3.0%
500,000 ENSCO International, Inc. $ 16,300,000
350,000 Nabors Industries, Inc.* 18,854,500
53,300 Pride International, Inc* 1,188,590
375,000 Transocean Offshore, Inc.* 17,388,750
300,000 Weatherford Intl, Inc.* 15,645,000
------------
$ 69,376,840
------------
Oil & Gas Exploration & Production - 2.3%
25,500 Apache Corp. $ 1,435,395
20,900 Anadarko Petroleum Corp. 1,526,536
541,200 Devon Energy Corp. 24,446,004
625,000 Pioneer Natural Resources Co. 25,412,500
46,000 XTO Energy, Inc. 1,387,820
------------
$ 54,208,255
------------
Total Energy $155,587,295
------------
Materials - 8.0%
Commodity Chemicals - 1.4%
550,000 Air Products & Chemicals, Inc. $ 32,301,500
------------
Diversified Chemical - 1.8%
624,000 PPG Industries, Inc. $ 42,151,200
------------
Diversified Metals & Mining - 1.2%
515,400 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 17,863,764
128,800 Phelps Dodge Corp. 11,057,480
------------
$ 28,921,244
------------
Metal & Glass Containers - 1.5%
900,000 Ball Corp. $ 35,550,000
------------
Paper Products - 2.1%
625,000 Flowserve Corp.* $ 17,350,000
1,030,800 Meadwestvaco Corp. 30,357,060
------------
$ 47,707,060
------------
Total Materials $186,631,004
------------
16 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Capital Goods - 3.1%
Aerospace & Defense - 0.1%
21,200 Northrop Grumman Corp. $ 1,162,608
------------
Construction & Farm Machinery & Heavy Trucks - 0.0%
20,000 Terex Corp.* $ 747,600
------------
Electrical Component & Equipment - 0.6%
1,000,000 Symbol Technologies, Inc. $ 13,370,000
------------
Industrial Conglomerates - 2.4%
650,000 American Standard Companies, Inc. $ 29,061,500
300,000 ITT Industries, Inc. 27,138,000
------------
$ 56,199,500
------------
Total Capital Goods $ 71,479,708
------------
Commercial Services & Supplies - 4.3%
Commercial Printing - 1.4%
975,000 R.R. Donnelly & Sons Co. $ 32,087,250
------------
Diversified Commercial Services - 1.0%
375,000 The Dun & Bradstreet Corp.* $ 23,415,000
47,300 FTI Consulting, Inc.* 1,044,384
------------
$ 24,459,384
------------
Environmental & Facilities Services - 1.9%
1,288,000 Republic Services, Inc. $ 44,564,800
------------
Total Commercial Services & Supplies $101,111,434
------------
Transportation - 1.3%
Airlines - 0.5%
800,000 Southwest Airlines Co. $ 11,904,000
------------
Railroads - 0.8%
325,000 Canadian National Railway Co. $ 18,593,250
------------
Total Transportation $ 30,497,250
------------
Automobiles & Components - 0.1%
Automobile Manufacturers - 0.1%
34,300 Monaco Coach Corp. $ 486,374
15,750 PACCAR, Inc. 1,069,425
------------
$ 1,555,799
------------
Total Automobiles & Components $ 1,555,799
------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Consumer Durables & Apparel - 4.8%
Housewares & Specialties - 1.6%
400,000 Whirlpool Corp.* $ 24,824,000
474,100 Yankee Candle Co* 13,175,239
------------
$ 37,999,239
------------
Leisure Products - 1.8%
2,350,000 Mattel, Inc. $ 42,417,500
------------
Photographic Products - 1.4%
1,300,000 Eastman Kodak Co. (b) $ 32,500,000
------------
Total Consumer Durables & Apparel $112,916,739
------------
Consumer Services - 2.7%
Restaurants - 1.3%
900,000 Ruby Tuesday, Inc. $ 20,250,000
200,000 Tricon Global Restaurants, Inc 9,392,000
------------
$ 29,642,000
------------
Specialized Consumer Services - 1.4%
650,000 H & R Block, Inc. $ 32,376,500
------------
Total Consumer Services $ 62,018,500
------------
Media - 4.5%
Advertising - 1.3%
2,400,000 The Interpublic Group of Companies, Inc.* $ 30,864,000
------------
Broadcasting & Cable TV - 1.3%
950,000 Entercom Communications Corp.* $ 30,618,500
------------
Movies & Entertainment - 0.9%
1,025,000 Regal Entertainment Group (b) $ 20,797,250
30,000 Viacom, Inc. (Class B) 1,038,600
------------
$ 21,835,850
------------
Publishing - 1.0%
575,000 Tribune Co. $ 22,195,000
------------
Total Media $105,513,350
------------
Retailing - 9.6%
Apparel Retail - 1.0%
618,500 Liz Claiborne, Inc. $ 21,913,455
------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Department Stores - 1.5%
620,000 Federated Department Stores, Inc. $ 35,650,000
------------
General Merchandise Stores - 0.8%
800,000 American Greetings Corp. $ 18,120,000
------------
Internet Retail - 1.5%
1,650,000 InterActive Corp.*(b) $ 35,871,000
------------
Specialty Stores - 4.8%
3,272,000 Blockbuster, Inc. (b) $ 32,392,800
2,100,000 Foot Locker, Inc. 55,986,000
800,000 Tiffany & Co. 24,120,000
------------
$112,498,800
------------
Total Retailing $224,053,255
------------
Food & Drug Retailing - 6.8%
Drug Retail - 1.5%
665,000 CVS Corp. $ 34,300,700
------------
Food Distributors - 0.1%
17,500 Amerisourcebergen Corp. $ 1,072,400
38,900 Performance Food Group Co.* 1,046,021
------------
$ 2,118,421
------------
Food Retail - 3.6%
425,000 ConAgra, Inc. (b) $ 11,368,750
700,000 Dean Foods Co.* 24,052,000
2,300,000 Safeway, Inc. 48,967,000
------------
$ 84,387,750
------------
Hypermarkets & Supercenters - 1.6%
1,400,000 BJ'S Wholesale Club, Inc.*(b) $ 37,310,000
------------
Total Food & Drug Retailing $158,116,871
------------
Food, Beverage & Tobacco - 0.1%
Soft Drinks - 0.1%
24,500 PepsiCo, Inc. $ 1,363,180
------------
Total Food, Beverage & Tobacco $ 1,363,180
------------
Household & Personal Products - 0.4%
Personal Products - 0.4%
550,000 Perrigo Co.* $ 10,076,000
------------
Total Household & Personal Products $ 10,076,000
------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Health Care Equipment & Services - 7.1%
Health Care Distributors - 1.1%
375,000 McKesson Corp. $ 13,875,000
402,400 Par Pharmaceutical Co., Inc.* 12,084,072
------------
$ 25,959,072
------------
Health Care Equipment - 0.9%
725,000 Boston Scientific Corp.* $ 21,445,500
------------
Health Care Facilities - 3.4%
3,164,563 Tenet Healthcare Corp.* $ 37,879,819
825,000 Triad Hospitals, Inc.* 42,281,250
------------
$ 80,161,069
------------
Health Care Services - 0.7%
325,000 Laboratory Corp. of America Holdings* $ 16,087,500
------------
Managed Health Care - 1.0%
250,000 CIGNA Corp. $ 22,995,000
------------
Total Health Care Equipment & Services $166,648,141
------------
Pharmaceuticals & Biotechnology - 2.2%
Pharmaceuticals - 2.2%
1,900,000 IVAX Corp.* $ 35,910,000
934,000 Mylan Laboratories, Inc. (b) 15,411,000
42,600 Pfizer, Inc. 1,157,442
------------
$ 52,478,442
------------
Total Pharmaceuticals & Biotechnology $ 52,478,442
------------
Banks - 6.9%
Regional Banks - 4.6%
335,000 City National Corp. $ 23,617,500
566,900 KeyCorp 18,798,404
500,000 Marshall & Ilsley Corp. 21,320,000
659,700 North Fork Bancorporation, Inc. 18,570,555
45,910 Washington Banking Co. 867,699
54,100 West Coast Bancorp Oregon 1,106,345
335,000 Zions Bancorporation 23,460,050
------------
$107,740,553
------------
20 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Thrifts & Mortgage Finance - 2.3%
1,175,000 The PMI Group, Inc. $ 41,313,000
554,900 Sovereign Bancorp, Inc. 11,414,293
------------
$ 52,727,293
------------
Total Banks $160,467,846
------------
Diversified Financials - 6.8%
Consumer Finance - 1.4%
52,410 White Mountains Insurance Group, Ltd. $ 32,861,594
------------
Asset Management & Custody Banks - 1.5%
1,225,000 Federated Investors, Inc. $ 34,851,250
41,900 Waddell & Reed Financial, Inc. 729,479
------------
$ 35,580,729
------------
Consumer Finance - 1.7%
52,000 MBNA Corp. $ 1,027,000
2,381,900 Providian Financial Corp.* 39,706,273
------------
$ 40,733,273
------------
Investment Banking & Brokerage - 2.2%
838,000 A.G. Edwards, Inc. $ 33,276,980
930,080 Investment Technology Group, Inc.* 17,680,821
------------
$ 50,957,801
------------
Total Diversified Financials $160,133,397
------------
Insurance - 4.9%
Insurance Brokers - 2.1%
798,800 Platinum Underwriter Holdings, Ltd. $ 23,644,480
750,000 Willis Group Holdings, Ltd. (b) 25,087,500
------------
$ 48,731,980
------------
Life & Health Insurance - 1.4%
10,700 Stancorp Financial Group, Inc. $ 818,764
1,850,000 UNUM Corp. (b) 30,932,000
------------
$ 31,750,764
------------
Property & Casualty Insurance - 1.4%
150,000 Ambac Financial Group, Inc. $ 10,027,500
450,000 Safeco Corp. 23,701,500
------------
$ 33,729,000
------------
Total Insurance $114,211,744
------------
The accompanying notes are an integral part of these financial statements. 21
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Software & Services - 3.3%
Application Software - 1.8%
675,000 Symantec Corp.* $ 12,676,500
1,825,000 Unisys Corp.* 11,844,250
850,000 Veritas Software Corp.* 17,501,500
------------
$ 42,022,250
------------
Data Processing & Outsourced Services - 1.5%
2,400,000 The BISYS Group, Inc.* $ 33,888,000
------------
Systems Software - 0.0%
63,800 WatchGuard Technologies, Inc.* $ 206,712
------------
Total Software & Services $ 76,116,962
------------
Technology Hardware & Equipment - 6.1%
Communications Equipment - 2.5%
1,000,000 Century Telephone Enterprises, Inc. $ 30,690,000
475,000 Scientific-Atlanta, Inc. 14,525,500
1,800,000 Tellabs, Inc.* 13,968,000
------------
$ 59,183,500
------------
Computer Storage & Peripherals - 2.5%
900,000 Imation Corp. $ 31,383,000
988,600 Storage Technology Corp.* 27,483,080
------------
$ 58,866,080
------------
Electronic Equipment & Instruments - 1.1%
450,000 W.W. Grainger, Inc. $ 24,880,500
------------
Total Technology Hardware & Equipment $142,930,080
------------
Semiconductors - 0.0%
65,000 Micron Technology, Inc.* $ 631,150
------------
Total Semiconductors $ 631,150
------------
Telecommunication Services - 0.1%
Integrated Telecomunications Services - 0.1%
37,000 SBC Communications, Inc. $ 880,600
26,400 Verizon Communications, Inc. 945,120
------------
$ 1,825,720
------------
Total Telecommunication Services $ 1,825,720
------------
22 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Utilities - 7.7%
Electric Utilities - 4.2%
84,400 Avista Corp. $ 1,417,076
400,000 Edison Intl. 14,520,000
350,000 Entergy Corp. 25,655,000
474,200 NSTAR 25,673,188
884,800 PG&E Corp. 30,720,256
--------------
$ 97,985,520
--------------
Gas Utilities - 0.4%
309,200 Atmos Energy Corp. $ 8,131,960
--------------
Independent Power Producer & Energy Traders - 1.9%
500,000 Constellation Energy Group $ 26,280,000
206,200 TXU Corp. 17,689,898
--------------
$ 43,969,898
--------------
Multi-Utilities - 1.2%
2,850,000 Reliant Energy*(b) $ 28,984,500
--------------
Total Utilities $ 179,071,878
--------------
TOTAL COMMON STOCKS
(Cost $1,959,198,510) $2,275,435,745
--------------
Principal
Amount Value
TEMPORARY CASH INVESTMENTS - 8.2%
Repurchase Agreement - 3.2%
$73,800,000 UBS Warburg, Inc., 2.85%, dated 4/29/05, repur-
chase price of $73,800,000 plus accrued inter-
est on 5/2/05 collateralized by $77,010,000
U.S. Treasury Note, 3.0%, 2/15/09
(Cost $73,800,000) $ 73,800,000
--------------
Security Lending Collateral - 5.0%
116,680,114 Securities Lending Investment Fund, 2.97% $ 116,680,114
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $190,480,114) $ 190,480,114
--------------
TOTAL INVESTMENTS IN SECURITIES - 105.5%
(Cost $2,149,678,623)(a) $2,465,915,859
--------------
OTHER ASSETS AND LIABILITIES - (5.5)% $ (126,922,616)
--------------
TOTAL NET ASSETS - 100.0% $2,338,993,243
==============
The accompanying notes are an integral part of these financial statements. 23
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
* Non-income producing security.
(a) At April 31, 2005, the net unrealized gain on investments based on cost for
federal income tax purposes of $2,151,820,865 was as follows:
Aggregate gross unrealized gain for all investments in which there is
an excess of value over tax cost $357,846,020
Aggregate gross unrealized loss for all investments in which there is
an excess of tax cost over value (43,751,026)
------------
Net unrealized gain $314,094,994
------------
(b) At April 30, 2005, the following securities were out on loan:
Shares Security Market Value
68,195 BJ'S Wholesale Club, Inc.* $ 1,817,397
1,948,377 Blockbuster, Inc. 19,288,932
403,115 ConAgra, Inc. 10,783,326
836,225 Eastman Kodak Co. 20,905,625
449,200 InterActive Corp.* 9,765,208
887,219 Mylan Laboratories, Inc. 14,639,114
866,643 Regal Entertainment Group 17,584,186
1,518,905 Reliant Energy* 15,447,264
43,030 UNUM Corp. 669,302
15,000 Willis Group Holdings, Ltd. 501,750
------------
Total $111,402,104
============
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended April 30, 2005 aggregated $772,046,976 and $546,813,566,
respectively.
24 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 4/30/05 (unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities (including securities loaned of
$111,402,104) (cost $2,149,678,623) $2,465,915,859
Cash 421,385
Receivables -
Investment securities sold 10,502,719
Fund shares sold 8,002,914
Dividends, interest and foreign taxes withheld 1,255,886
Other 15,727
--------------
Total assets $2,486,114,490
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 23,313,925
Fund shares repurchased 4,458,786
Upon return of securities loaned 116,680,114
Due to affiliates 2,518,253
Accrued expenses 150,169
--------------
Total liabilities $ 147,121,247
--------------
NET ASSETS:
Paid-in capital $1,853,353,474
Accumulated net investment loss (772,242)
Accumulated net realized gain on investments 170,174,775
Net unrealized gain on investments 316,237,236
--------------
Total net assets $2,338,993,243
==============
NET ASSET VALUE PER SHARE:
(No par value, Unlimited number of shares authorized)
Class A (based on $1,828,159,026/75,144,668 shares) $ 24.33
==============
Class B (based on $201,539,311/9,247,744 shares) $ 21.79
==============
Class C (based on $136,145,955/6,295,588 shares) $ 21.63
==============
Investor Class (based on $66,852,120/2,746,048 shares) $ 24.34
==============
Class R (based on $8,009,112/330,980 shares) $ 24.20
==============
Class Y (based on $98,287,719/3,918,684 shares) $ 25.08
==============
MAXIMUM OFFERING PRICE:
Class A ($24.33 [divided by] 94.25%) $ 25.81
==============
The accompanying notes are an integral part of these financial statements. 25
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
- --------------------------------------------------------------------------------
For the Six Months Ended 4/30/05
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $20,645) $12,383,236
Interest 661,015
Income from securities loaned, net 102,356
-----------
Total investment income $ 13,146,607
------------
EXPENSES:
Management fees
Basic Fee $ 7,044,998
Performance Adjustment 282,659
Transfer agent fees and expenses
Class A 1,508,991
Class B 390,491
Class C 169,395
Investor Class 78,418
Class R 1,310
Class Y 306
Distribution fees
Class A 2,059,021
Class B 1,080,283
Class C 632,432
Class R 14,184
Administrative reimbursements 201,602
Custodian fees 52,893
Registration fees 209,159
Professional fees 47,779
Printing expense 117,923
Fees and expenses of nonaffiliated trustees 22,196
Miscellaneous 32,959
-----------
Total expenses $ 13,946,999
Less fees paid indirectly (28,150)
------------
Net expenses $ 13,918,849
------------
Net investment loss $ (772,242)
------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments $172,326,441
------------
Change in net unrealized gain on investments $(26,270,885)
------------
Net gain on investments $146,055,556
------------
Net increase in net assets resulting from operations $145,283,314
============
26 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 4/30/05 and the Year Ended 10/31/04
Six Months
Ended Year
4/30/05 Ended
(unaudited) 10/31/04
FROM OPERATIONS:
Net investment loss $ (772,242) $ (1,976,878)
Net realized gain on investments 172,326,441 246,396,005
Change in net unrealized gain (loss) on investments (26,270,885) 24,101,697
-------------- --------------
Net increase in net assets resulting from
operations $ 145,283,314 $ 268,520,824
-------------- --------------
DISTRIBUTIONS TO SHAREOWNERS:
Net realized gain:
Class A ($3.16 and $0.52 per share, respectively) $ (192,323,613) $ (28,487,287)
Class B ($3.16 and $0.49 per share, respectively) (28,484,916) (5,806,720)
Class C ($3.16 and $0.49 per share, respectively) (15,255,111) (1,376,991)
Class R ($3.16 and $0.59 per share, respectively) (432,320) (9,104)
Class Y ($3.16 and $0.60 per share, respectively) (6,412,542) (222,150)
-------------- --------------
Total distributions to shareowners $ (242,908,502) $ (35,902,252)
-------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 451,297,831 $ 515,669,882
Shares issued in reorganization 74,855,245 -
Reinvestment of distributions 206,087,363 31,599,105
Cost of shares repurchased (211,418,526) (376,087,240)
-------------- --------------
Net increase in net assets resulting from
Fund share transactions $ 520,821,913 $ 171,181,747
-------------- --------------
Net increase in net assets $ 423,196,725 $ 403,800,319
NET ASSETS:
Beginning of period 1,915,796,518 1,511,996,199
-------------- --------------
End of period (including accumulated net investment
loss of ($772,242) and $0, respectively) $2,338,993,243 $1,915,796,518
============== ==============
The accompanying notes are an integral part of these financial statements. 27
Pioneer Mid Cap Value Fund
- -----------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
- -----------------------------------------------------------------------------
For the Six Months Ended 4/30/05 and the Year Ended 10/31/04
'05 Shares '05 Amount
(unaudited) (unaudited) '04 Shares '04 Amount
CLASS A
Shares sold 13,201,658 $ 327,837,281 14,807,485 $ 358,418,447
Reinvestment of distributions 7,034,381 166,926,274 1,148,882 25,351,846
Less shares repurchased (5,619,518) (139,034,686) (9,746,158) (233,994,444)
---------- ------------- ---------- -------------
Net increase 14,616,521 $ 355,728,869 6,210,209 $ 149,775,849
========== ============= ========== =============
CLASS B
Shares sold 1,185,980 $ 26,506,574 2,425,751 $ 53,361,606
Reinvestment of distributions 1,171,560 25,013,108 245,157 4,957,085
Less shares repurchased (2,067,101) (45,868,999) (5,494,026) (122,138,709)
---------- ------------- ---------- -------------
Net increase (decrease) 290,439 $ 5,650,683 (2,823,118) $ (63,820,018)
========== ============= ========== =============
CLASS C
Shares sold 1,840,648 $ 40,829,549 2,672,746 $ 58,567,505
Reinvestment of distributions 560,391 11,869,083 53,189 1,068,044
Less shares repurchased (674,601) (14,819,661) (810,887) (17,714,083)
---------- ------------- ---------- -------------
Net increase 1,726,438 $ 37,878,971 1,915,048 $ 41,921,466
========== ============= ========== =============
INVESTOR CLASS
Shares sold 10,746 $ 258,165
Shares issued in
reorganization 3,118,969 74,855,245
Less shares repurchased (383,667) (9,461,229)
---------- -------------
Net increase 2,746,048 $ 65,652,181
========== =============
CLASS R
Shares sold 216,883 $ 5,300,773 177,122 $ 4,286,805
Reinvestment of distributions 15,506 366,263 410 9,087
Less shares repurchased (29,860) (734,606) (50,857) (1,225,525)
---------- ------------- ---------- -------------
Net increase 202,529 $ 4,932,430 126,675 $ 3,070,367
========== ============= ========== =============
CLASS Y
Shares sold 1,985,626 $ 50,565,489 1,580,743 $ 41,035,519
Reinvestment of distributions 78,322 1,912,635 9,409 213,043
Less shares repurchased (58,587) (1,499,345) (40,273) (1,014,479)
---------- ------------- ---------- -------------
Net increase 2,005,361 $ 50,978,779 1,549,879 $ 40,234,083
========== ============= ========== =============
28 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
4/30/05 Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS A (unaudited) 10/31/04 10/31/03 10/31/02 10/31/01 10/31/00
Net asset value, beginning of period $ 25.57 $ 22.25 $ 16.93 $ 19.29 $ 20.83 $ 19.90
--------- ---------- ---------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.01 $ 0.01 $ 0.04 $ (0.02) $ (0.01) $ 0.11
Net realized and unrealized gain (loss) on investments 1.91 3.83 5.28 (0.97) 0.34 3.46
--------- ---------- ---------- -------- -------- --------
Net increase (decrease) from investment operations $ 1.92 $ 3.84 $ 5.32 $ (0.99) $ 0.33 $ 3.57
Distributions to shareowners:
Net realized gain (3.16) (0.52) - (1.37) (1.87) (2.64)
--------- ---------- ---------- -------- -------- --------
Net increase (decrease) in net asset value $ (1.24) $ 3.32 $ 5.32 $ (2.36) $ (1.54) $ 0.93
--------- ---------- ---------- -------- -------- --------
Net asset value, end of period $ 24.33 $ 25.57 $ 22.25 $ 16.93 $ 19.29 $ 20.83
========= ========== ========== ======== ======== ========
Total return* 7.81% 17.65% 31.42% (5.99)% 1.85% 20.00%
Ratio of net expenses to average net assets+ 1.16%** 1.21% 1.37% 1.30% 1.24% 1.13%
Ratio of net investment income (loss) to average
net assets+ 0.06%** 0.05% 0.24% (0.09)% 0.01% 0.27%
Portfolio turnover rate 52%** 59% 58% 65% 95% 70%
Net assets, end of period (in thousands) $1,828,159 $1,547,823 $1,208,400 $890,856 $921,310 $945,583
Ratios with reduction for fees paid indirectly:
Net expenses 1.16%** 1.21% 1.37% 1.30% 1.22% 1.11%
Net investment income (loss) 0.06%** 0.05% 0.24% (0.09)% 0.03% 0.29%
* 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.
** Annualized
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
29
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
4/30/05 Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS B (unaudited) 10/31/04 10/31/03 10/31/02 10/31/01 10/31/00
Net asset value, beginning of period $ 23.32 $ 20.48 $ 15.72 $ 18.14 $ 19.85 $ 19.22
--------- ------- -------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.10) $ (0.22) $ (0.13) $ (0.18) $ (0.10) $ (0.20)
Net realized and unrealized gain (loss) on investments 1.73 3.55 4.89 (0.87) 0.26 3.47
--------- ------- -------- -------- -------- --------
Net increase (decrease) from investment operations $ 1.63 $ 3.33 $ 4.76 $ (1.05) $ 0.16 $ 3.27
Distributions to shareowners:
Net realized gain (3.16) (0.49) - (1.37) (1.87) (2.64)
--------- ------- -------- -------- -------- --------
Net increase (decrease) in net asset value $ (1.53) $ 2.84 $ 4.76 $ (2.42) $ (1.71) $ 0.63
--------- ------- -------- -------- -------- --------
Net asset value, end of period $ 21.79 $ 23.32 $ 20.48 $ 15.72 $ 18.14 $ 19.85
========= ======== ======== ======== ======== ========
Total return* 7.26% 16.64% 30.28% (6.75)% 1.01% 19.04%
Ratio of net expenses to average net assets+ 2.10%** 2.13% 2.22% 2.10% 2.03% 1.91%
Ratio of net investment loss to average net assets+ (0.88)%** (0.86)% (0.61)% (0.89)% (0.78)% (0.52)%
Portfolio turnover rate 52%** 59% 58% 65% 95% 70%
Net assets, end of period (in thousands) $ 201,539 $208,844 $241,313 $264,881 $330,926 $336,301
Ratios with reduction for fees paid indirectly:
Net expenses 2.10%** 2.13% 2.22% 2.10% 2.01% 1.90%
Net investment loss (0.88)%** (0.86)% (0.61)% (0.89)% (0.76)% (0.51)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
30
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
4/30/05 Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS C (unaudited) 10/31/04 10/31/03 10/31/02 10/31/01 10/31/00
Net asset value, beginning of period $ 23.15 $ 20.34 $ 15.61 $ 18.04 $ 19.76 $ 19.16
--------- -------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.07) $ (0.16) $ (0.10) $ (0.16) $ 0.03 $ (0.26)
Net realized and unrealized gain (loss) on investments 1.71 3.46 4.83 (0.90) 0.12 3.50
--------- -------- ------- ------- ------- -------
Net increase (decrease) from investment operations $ 1.64 $ 3.30 $ 4.73 $ (1.06) $ 0.15 $ 3.24
Distributions to shareowners:
Net realized gain (3.16) (0.49) - (1.37) (1.87) (2.64)
--------- -------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ (1.52) $ 2.81 $ 4.73 $ (2.43) $ (1.72) $ 0.60
--------- -------- ------- ------- ------- -------
Net asset value, end of period $ 21.63 $ 23.15 $ 20.34 $ 15.61 $ 18.04 $ 19.76
========= ======== ======= ======= ======= =======
Total return* 7.36% 16.60% 30.30% (6.85)% 0.96% 18.92%
Ratio of net expenses to average net assets+ 2.00%** 2.11% 2.28% 2.20% 2.11% 2.01%
Ratio of net investment loss to average net assets+ (0.79)%** (0.88)% (0.68)% (0.99)% (0.86)% (0.61)%
Portfolio turnover rate 52%** 59% 58% 65% 95% 70%
Net assets, end of period (in thousands) $ 136,146 $105,778 $53,982 $34,605 $29,547 $24,495
Ratios with reduction for fees paid indirectly:
Net expenses 2.00%** 2.11% 2.28% 2.20% 2.09% 1.98%
Net investment loss (0.79)%** (0.88)% (0.68)% (0.99)% (0.84)% (0.58)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
31
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
4/30/05 Year Ended 4/1/03 (a) to
CLASS R (unaudited) 10/31/04 10/31/03
Net asset value, beginning of period $25.46 $22.25 $16.81
------ ------ ------
Increase from investment operations:
Net investment income (loss) $(0.01) $ 0.06 $ -
Net realized and unrealized gain on
investments 1.91 3.74 5.44
------ ------ ------
Net increase from investment operations $ 1.90 $ 3.80 $ 5.44
Distributions to shareowners:
Net realized gain (3.16) (0.59) -
------ ------ ------
Net increase (decrease) $(1.26) $ 3.21 $ 5.44
------ ------ ------
Net asset value, end of period $24.20 $25.46 $22.25
====== ====== ======
Total return* 7.76% 17.50% 32.36%
Ratio of net expenses to average net assets+ 1.30%** 1.34% 1.31%**
Ratio of net investment loss to average
net assets+ (0.11)%** (0.16)% (0.08)%**
Portfolio turnover rate 52%** 59% 58%
Net assets, end of period (in thousands) $8,009 $3,271 $ 40
Ratios with reduction for fees paid indirectly:
Net expenses 1.30%** 1.34% 1.31%**
Net investment loss (0.11)%** (0.16)% (0.08)%**
(a) Class R shares were first publicly offered on April 1, 2003.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized
+ Ratios with no reduction for fees paid indirectly.
32 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
4/30/05 Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS Y (unaudited) 10/31/04 10/31/03 10/31/02 10/31/01 10/31/00
Net asset value, beginning of period $ 26.17 $ 22.73 $ 17.21 $ 19.50 $ 20.94 $ 19.91
------- ------- -------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income $ 0.04 $ 0.08 $ 0.15 $ 0.06 $ 0.07 $ 0.20
Net realized and unrealized gain (loss) on investments 2.03 3.96 5.37 (0.98) 0.36 3.47
------- ------- -------- ------- ------- -------
Net increase (decrease) from investment operations $ 2.07 $ 4.04 $ 5.52 $ (0.92) $ 0.43 $ 3.67
Distributions to shareowners:
Net realized gain (3.16) (0.60) - (1.37) (1.87) (2.64)
------- ------- -------- ------- ------- -------
Net increase (decrease) in net asset value $ (1.09) $ 3.44 $ 5.52 $ (2.29) $ (1.44) $ 1.03
------- ------- -------- ------- ------- -------
Net asset value, end of period $ 25.08 $ 26.17 $ 22.73 $ 17.21 $ 19.50 $ 20.94
======== ======= ======== ======= ======= =======
Total return* 8.22% 18.23% 32.07% (5.54)% 2.36% 20.56%
Ratio of net expenses to average net assets+ 0.74%** 0.78% 0.84% 0.84% 0.76% 0.63%
Ratio of net investment income to average net assets+ 0.46%** 0.46% 0.76% 0.37% 0.49% 0.77%
Portfolio turnover rate 52%** 59% 58% 65% 95% 70%
Net assets, end of period (in thousands) $98,288 $50,081 $ 8,261 $ 6,318 $ 3,642 $ 3,376
Ratios with reduction for fees paid indirectly:
Net expenses 0.74%** 0.78% 0.84% 0.83% 0.75% 0.61%
Net investment income 0.46%** 0.46% 0.76% 0.38% 0.50% 0.79%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
33
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
12/10/04 to
4/30/05
INVESTOR CLASS (unaudited)
Net asset value, beginning of period $ 24.00
-------
Increase from investment operations:
Net investment income $ -
Net realized and unrealized gain on investments 0.34
-------
Net increase from investment operations $ 0.34
-------
Net increase in net asset value $ 0.34
-------
Net asset value, end of period $ 24.34
=======
Total return* 1.42%
Ratio of net expenses to average net assets+ 1.01%**
Ratio of net investment income to average net assets+ 0.02%**
Portfolio turnover rate 52%**
Net assets, end of period (in thousands) $66,852
Ratios with reduction for fees paid indirectly:
Net expenses 1.01%**
Net investment income 0.02%**
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at the end of each period.
** Annualized
+ Ratios with no reduction for fees paid indirectly.
34 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/05 (unaudited)
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Mid Cap Value Fund (the Fund) is a Delaware statutory trust registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to seek capital
appreciation by investing in a diversified portfolio of securities consisting
primarily of common stocks.
The Trustees have authorized the issuance of six classes of shares of the Fund.
The fund offers six classes of shares designated as Class A, Class B, Class C,
Investor Class, Class R and Class Y shares. Investor class shares were first
issued on December 10, 2004. The Fund is not offering additional Investor Class
shares except in connection with the reinvestment of dividends on the Fund's
outstanding Investor Class shares. Each class of shares represents an interest
in the same portfolio of investments of the fund and have equal rights to
voting, redemptions, dividends and liquidations, except that each class of
shares can bear different transfer agent and distribution fees and has
exclusive voting rights with respect to the distribution plans that have been
adopted by Class A, Class B, Class C and class R shareowners, respectively.
There is no distribution plan for Investor Class or Class Y shareowners.
The Fund's financial statements have been prepared in conformity with U.S
generally accepted accounting principles that require the management of the
Fund to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gains and losses on investments during the
reporting year. Actual results could differ from those estimates. The following
is a summary of significant accounting policies followed by the Fund in the
preparation of its financial statements, which are consistent with those
policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value
of the Fund is computed once daily, on each day the New York Stock
Exchange (NYSE) is open, as of the close of regular trading on the NYSE.
In computing the net asset value, securities are valued at the last sale
price on the principal exchange where they are traded. Securities that
have not traded on the date of
35
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
valuation, or securities for which sale prices are not generally reported,
are valued at the mean between the last bid and asked prices. Securities
for which market quotations are not readily available are valued at their
fair values as determined by, or under the direction of, the Board of
Trustees. Trading in foreign securities is substantially completed each
day at various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. The Fund also may use the fair value of a
security, including a non-U.S. security, when the closing market price on
the principal exchange where the security is traded no longer reflects the
value of the security. At April 30, 2005 there were no securities fair
valued. Temporary cash investments are valued at amortized cost.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in exercise of reasonable diligence. Dividend and interest income is
recorded on the accrual basis, net of unrecoverable foreign taxes withheld
at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income and net realized capital gains, if
any, to its shareowners. Therefore, no federal income tax provision is
required.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Fund's distributions may
be shown in the accompanying financial statements as either from or in
excess of net investment income or net realized gain on investment
transactions, or from paid-in capital, depending on the type of book/tax
differences that may exist.
36
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The tax character of current year distributions will be determined at the
end of the fiscal year. The tax character of distributions paid during the
year ended October 31, 2004 was as follows:
- --------------------------------------------------------------------------------
2004
- --------------------------------------------------------------------------------
Distributions paid from:
Ordinary Income $14,085,382
Long-Term capital gain 21,816,870
-----------
Total $35,902,252
===========
- --------------------------------------------------------------------------------
The following shows the components of distributable earnings on a federal
income tax basis at October 31, 2004 :
- --------------------------------------------------------------------------------
2004
- --------------------------------------------------------------------------------
Undistributed ordinary income $ 14,063,274
Undistributed long-term gain 228,835,803
Unrealized appreciation 325,576,037
------------
Total $568,475,114
------------
- --------------------------------------------------------------------------------
The difference between book basis and tax-basis unrealized appre
ciation is attributable to the tax deferral of losses on wash sales.
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredito Italiano S.p.A.
(UniCredito Italiano), earned approximately $258,431 in underwriting
commissions on the sale of Class A shares during the six months ended
April 30, 2005.
D. Class Allocations
Distribution fees are calculated based on the average daily net asset
value attributable to Class A, Class B, Class C, and Class R shares of the
Fund, respectively (see Note 4). Investor Class and Class Y shares are not
subject to a distribution plan. 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
37
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
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, on the same day, and in
the same amount, except that Class A, Class B, Class C, Class R and Class
Y shares can bear different transfer agent and distribution fees.
E. Securities Lending
The Fund lends securities in its Portfolio to certain broker-dealers or
other institutional investors, with the Fund's custodian acting as the
lending agent. When entering into a loan, the Fund receives collateral,
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Fund also continues to receive interest or
payments in lieu of dividends on the securities loaned. Gain or loss on
the fair value of the loaned securities that may occur during the term of
the loan will be for the account of the Fund. The loans are secured by
collateral of at least 102%, at all times, of the fair value of the
securities loaned. The amount of the collateral will be adjusted daily to
reflect any price fluctuation in the value of the loaned securities. The
Fund has the right under the lending agreements to recover the securities
on loan from the borrower on demand. The Fund invests cash collateral in
the Securities Lending Investment Fund, which is managed by Brown Brothers
Harriman & Co., the Fund's custodian.
F. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value
of the underlying securities (collateral), including accrued interest
received from counterparties, is required to be at least equal to or in
excess of the value of the repurchase agreement at the time of purchase.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian, or subcustodians. The
Fund's investment adviser, Pioneer Investment Management, Inc. (PIM), is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
38
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
G. Option writing
When the Fund writes an option, an amount equal to the premium received by
the Fund is recorded as a liability and is subsequently adjusted to the
current fair value of the option written. Premiums received from writing
options that expire unexercised are treated by the Fund on the expiration
date as realized gains from investments. The difference between the
premium and the amount paid on effecting a closing purchase transaction,
including brokerage commissions, is also treated as a realized gain, or,
if the premium is less than the amount paid for the closing purchase
transaction, as a realized loss. If a call option is exercised, the
premium is added to the proceeds from the sale of the underlying security
or currency in determining whether the Fund has realized a gain or loss.
The Fund as writer of an option bears the market risk of an unfavorable
change in the price of the security underlying the written option.
During the period, the Fund did not write or exercise any option
contracts.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredito Italiano, manages the
Fund's portfolio. PIM receives a basic fee that is calculated at the annual
rate of 0.70% of the Fund's average daily net assets up to $500 million; 0.65%
of the next $500 million; and 0.625% of the excess over $1 billion. The basic
fee is subject to a performance adjustment up to a maximum of +/-0.10% based on
the Fund's investment performance as compared with the Russell Midcap Value
Index over a rolling 36-month period. In addition, the fee is further limited
to a maximum annualized rate adjustment of +/-0.10% (a "ceiling" and a "floor").
Effective August 1, 2004 PIM commenced a voluntary waiver of the minimum fee
provision (the "floor"), but may reimpose it in the future. Pursuant to a
shareowner vote on April 17, 2003 the benchmark was changed from the Lipper
Growth Funds Index effective May 1, 2003; however the Lipper Growth Funds Index
will be used for monthly periods prior to May 1, 2003 until it is eventually
phased out. For the six months ended April 30, 2005, the aggregate performance
adjustment resulted in an increase to the basic fee of $282,659. The management
fee was equivalent to 0.67% of the average daily net assets for the period.
39
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. On April 30, 2005, $1,230,232 was payable to
PIM related to management fees, administrative costs and certain others
services, and is included in due to affiliates.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in due to affiliates is $668,119 in transfer agent
fees payable to PIMSS at April 30, 2005.
4. Distribution and Service Plans
The Fund adopted a plan of Distribution with respect to Class A, Class B, Class
C and Class R shares (Class A Plan, Class B Plan, Class C Plan and Class R
Plan) in accordance with Rule 12b-1 of the Investment Company Act of 1940.
Pursuant to the Class A Plan, the Fund pays PFD a service fee of up to 0.25% of
the average daily net assets attributable to Class A shares in reimbursement of
its actual expenditures to finance activities primarily intended to result in
the sale of Class A shares. 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. Pursuant to the Class R Plan, the Fund pays PFD 0.50% of the average
daily net assets attributable to Class R shares for distribution services.
Included in due to affiliates is $619,902 in distribution fees payable to PFD
at April 30, 2005. The Fund also has adopted a separate service plan for Class
R shares (Service Plan). The Service Plan authorizes the Fund to pay securities
dealers, plan administrators or other service organizations that agree to
provide certain services to retirement plans or plan participants holding
shares of the Fund a service fee of up to 0.25% of the Fund's average daily net
assets attributable to Class R shares held by such plans.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). Effective February 1,
2004, a CDSC of 1.00% may be imposed on
40
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
redemptions of certain of net asset value purchases of Class A shares within 18
months of purchase (12 months for shares purchased prior to February 1, 2004).
Class B shares subscribed on or after December 1, 2004 that are redeemed within
five years of purchase are subject to a CDSC at declining rates beginning at
4.00%, based on the lower of cost or market value of shares being redeemed.
Redemptions of Class C shares within one year of purchase are subject to a CDSC
of 1.00%. Redemptions of Class R shares within 18 months of purchase were
subject to a CDSC of 1.00%. Effective July 1, 2004, the CDSC on Class R shares
was eliminated. Proceeds from the CDSCs are paid to PFD. For the six months
ended April 30, 2005, CDSCs in the amount of $123,563 were paid to PFD.
5. Directed Brokerage and Expense Offset Arrangements
The Fund has entered into directed brokerage arrangements with brokers with
whom PIM places trades on behalf of the Fund where they provide services to the
Fund in addition to trade execution. These services included payments of
certain expenses on behalf of the Fund. For the six months ended April 30,
2005, the Fund's expenses were not reduced under this agreement. In addition,
the Fund has entered into certain expense offset arrangements with PIMSS
resulting in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the six months ended April 30, 2005, the Fund's
expenses were reduced by $28,150 under such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $50 million committed, unsecured
revolving line of credit facility. Borrowings are used solely for temporary or
emergency purposes. The Fund may borrow up to the lesser of $50 million or the
limits set by its prospectus for borrowings. Interest on collective borrowings
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
six months ended April 30, 2005, the Fund had no borrowings under this
agreement.
41
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/05 (unaudited) (continued)
- --------------------------------------------------------------------------------
7. Merger Information
On December 8, 2004, beneficial owners of Safeco Multi-Cap Core Fund (one of
the Series that comprised Safeco Common Stock Trust) approved a proposed
Agreement and Plan of Reorganization that provided for the merger listed below.
This tax-free reorganization was accomplished on December 10, 2004, by
exchanging all of Safeco's net assets for Investor Class shares, based on the
Fund's Class A shares' ending net asset value. The following charts show the
details of the reorganizations as of that closing date ("Closing Date"):
- ----------------------------------------------------------------------------------------------
Pioneer Mid Cap Safeco Multi-Cap Pioneer Mid Cap
Value Fund Core Fund Value Fund
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- ----------------------------------------------------------------------------------------------
Net Assets $2,043,704,410 $74,855,245 $2,118,559,655
Shares
Outstanding 86,855,098 3,678,154 89,974,067
Investor Class
Shares Issued 3,118,969
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Unrealized Accumulated
Appreciation on Gain on
Closing Date Closing Date
- ----------------------------------------------------------------------------------------------
Safeco Multi-Cap Core Fund $14,789,843 $21,589,835
- ----------------------------------------------------------------------------------------------
42
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT
- --------------------------------------------------------------------------------
The Investment Company Act of 1940 requires that both the Board of Trustees and
a majority of the Independent Trustees (collectively "the Trustees") vote
separately annually to approve the Fund's management contract (the "Management
Contract"). The Trustees have determined that the terms of the Management
Contract are fair and reasonable and that renewal of the contract will enable
the Fund to receive quality investment advisory services at a cost deemed
reasonable and in the best interests of the Fund and its shareholders. In
making such determinations, the Independent Trustees relied upon the assistance
of counsel to the Independent Trustees and counsel to the Fund.
Throughout the year, the Independent Trustees regularly met in executive
session separately from the Interested Trustees of the Fund and any officer of
Pioneer Investment Management, Inc., the Fund's adviser (the "Investment
Adviser"), or its affiliates. While the Trustees, including the Independent
Trustees, act on all major matters relating to the Fund, a significant portion
of the activities of the Board of Trustees (including certain of those
described herein) is conducted through committees, the members of which are
comprised exclusively of Independent Trustees. Such committee meetings are
attended by officers of the Fund or the Investment Adviser to the extent
requested by the members of the committee.
In evaluating the Management Contract, the Trustees conducted a review that was
specifically focused upon the renewal of the Management Contract, and relied
upon their knowledge, resulting from their meetings throughout the year, of the
Investment Adviser, its services and the Fund. Both in meetings specifically
dedicated to renewal of the Management Contract and at other meetings during
the course of the year, the Trustees, including the Independent Trustees,
received materials relating to the Investment Adviser's investment and
management services under the Management Contract. These materials included (i)
information on the investment performance of the Fund, a peer group of funds
and two indices, in each case selected by the Independent Trustees for this
purpose, (ii) sales and redemption data in respect to the Fund, (iii) the
general investment outlook in the markets in which the Fund invests, (iv)
arrangements in respect of the distribution of the Fund's shares, (v) the
procedures employed to determine the value of each of the Fund's assets, (vi)
the Investment Adviser's management of the relationships with the Fund's
unaffiliated service providers, (vii) the record of compliance with the
43
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT (continued)
- --------------------------------------------------------------------------------
Fund's investment policies and restrictions and with the Fund's Code of Ethics
and the structure and responsibilities of the Investment Adviser's compliance
department, (viii) the nature, cost and character of non-investment management
services provided by the Investment Adviser and its affiliates and (ix) the
disclosures included in the Fund's prospectuses and reports to shareholders.
Specifically in connection with the Independent Trustees' review of the
Management Contract, the Independent Trustees requested and the Investment
Adviser provided additional information in order to evaluate the quality of the
Investment Adviser's services and the reasonableness of the fee under the
Management Contract. Among other items, this information included data or
analyses of (1) investment performance for one, three and five year periods for
the Fund and a peer group selected by the Independent Trustees for this
purpose, (2) management fees incurred by a peer group of funds selected by the
Independent Trustees for this purpose, (3) the advisory fees of comparable
portfolios of other clients of the Investment Adviser, (4) expense ratios for
the Fund and a peer group of funds selected by the Independent Trustees for
this purpose, (5) the overall organization of the Investment Adviser, (6) the
Investment Adviser's financial results and condition, including its and certain
of its affiliates profitability from services performed for the Fund, (7)
transfer agency fees and administrative reimbursements paid to the Investment
Adviser or affiliates, (8) investment management staffing, and (9) operating
expenses paid to third parties. The Trustees also reviewed information
regarding the potential for the Fund and the Investment Adviser to benefit from
further economies of scale in the management of the Fund in light of reasonable
growth expectations for the Fund and certain of the Fund's expenses that are
not incurred as fees based on a percentage of net assets.
The following summarizes matters considered by the Trustees in connection with
their renewal of the Fund's Management Contract. The Trustees did not identify
any single factor as all-important or controlling, and the summary does not
detail all the matters that were considered.
A. Ancillary Benefits to Shareholders. The Trustees considered the benefits to
shareholders of investing in a Fund that is part of a large number of
investment companies offering a variety of
44
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
investment disciplines and providing for a large variety of Fund and
shareholder services.
B. Compliance and Investment Performance. The Trustees determined that the
Investment Adviser had policies and systems reasonably designed to achieve
compliance with the Fund's investment objectives and regulatory
requirements. The Trustees also reviewed the Fund's investment performance
based upon total return, as well as the Fund's performance compared to both
the performance of a peer group and an index, in each case selected by the
Independent Trustees for this purpose. The Fund's performance based upon
total return was in the second quintile of the peer group for the 12 months
ended June 30, 2004, the third quintile of the peer group for the three
years ended June 30, 2004, and the third quintile for the five years ended
June 30, 2004. (In all quintile rankings referred to throughout this
discussion first quintile is most favorable to the Fund's shareholders.
Thus, highest relative performance would be first quintile and lowest
relative expenses also would be first quintile.) The Trustees concluded that
the performance of the Fund supported the continuation of the Management
Contract.
C. The Investment Adviser's Personnel and Methods. The Trustees reviewed the
background of members of the team responsible for the daily management of
the Fund and the Fund's investment objective and discipline. The Independent
Trustees also have had discussions with senior management of the Investment
Adviser responsible for investment operations and the senior management of
the Investment Adviser's equities group. Among other things, the Trustees
considered the number, education and experience of the Investment Adviser's
investment staff and their use of technology and emphasis on analytics in
view of the risk profile of securities in which the Fund invests. The
Trustees concluded that the Investment Adviser had the quality and depth of
personnel and the well-developed methods essential to performing its duties
under the Management Contract.
D. Nature and Quality of Other Services. The Trustees considered the nature,
quality, cost and extent of other services provided to shareholders of the
Fund, including administrative and shareholder services performed by the
Investment Adviser under the Management Contract. The Trustees also
considered the reasonableness of the
45
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT (continued)
- --------------------------------------------------------------------------------
arrangements for reimbursement of the Investment Adviser's out-of-pocket
costs and expenses, including overhead, for certain administrative
services that the Investment Adviser is not required to provide under the
Management Contract. The Trustees also considered the nature and extent of
the other services provided by the Investment Adviser's affiliates under
other contracts and its supervision of third party service providers.
Based on these considerations, the Trustees concluded that the nature,
quality, cost and extent of such services are satisfactory and reliable
and serve the shareholders of the Fund well.
E. Management Fee and Expenses. The Trustees considered the Investment
Adviser's fee under the Management Contract relative to the management fees
charged by a peer group of funds selected by the Independent Trustees for
this purpose using data provided by an independent third party. The Fund's
management fee for the 12 months ended June 30, 2004 was in the fourth
quintile relative to the management fees paid by the other funds in that
peer group for the comparable period. The Trustees also considered that the
performance fee structure aligned the interest of shareholders and the
Investment Adviser. The Trustees noted that Pioneer was currently waiving
the floor on the performance fee but evaluated the performance fee
arrangement assuming the floor continued to be applied. The Trustees
determined that the fee under the Management Contract was reasonable and
fair in light of both the overall nature and quality of services provided by
the Investment Adviser and the fees charged by the funds in the peer group.
The Trustees also considered the Fund's expense ratio and expense ratios of
a peer group of funds selected by the Independent Trustees for this purpose.
The Fund's expense ratio for the 12 months ended June 30, 2004 was in the
second quintile of the applicable peer group for the most recent fiscal year
of the peer group for the comparable period. The Trustees concluded that the
Fund's overall expense ratio was lower than that of comparable funds.
F. Profitability. The Trustees considered the level of the Investment Adviser's
profits with respect to the management of the Pioneer Funds, including
details with respect to the Fund. This consideration included a review of
the Investment Adviser's methodology in allocating certain of its costs to
the management of each Fund. The Trustees also considered the financial
results realized by the Investment Adviser in connection with the operation
of the Fund.
46
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
They further considered the profits realized by the Investment Adviser and
its affiliates from non-fund businesses that may benefit from or be
related to the Fund's business. The Trustees considered the Investment
Adviser's profit margins in comparison with the limited available industry
data. The Trustees concluded that the Investment Adviser's profits from
management of the Pioneer Funds, including the financial results derived
from the Fund, bear a reasonable relationship to the services rendered and
are fair for the management of the Fund.
G. Economies of Scale. The Trustees considered the economies of scale with
respect to the management of the Fund, whether the Fund had appropriately
benefited from any economies of scale, and whether there was potential for
realization of any further economies of scale. Because of break points in
the management fee, the Trustees concluded that any perceived or potential
economies of scale would be shared at future asset levels in a reasonable
manner as the Fund grows in size between Fund's shareholders and the
Investment Adviser.
H. Other Benefits to the Investment Adviser. The Trustees also considered the
character and amount of fees paid by the Fund, other than under the
Management Contract, for services provided by the Investment Adviser and
affiliates, including fees for services such as shareholder services. The
Trustees also considered the receipt of sales loads and payments under Rule
12b-1 plans in respect to the Pioneer Funds (including the Fund), and
benefits to the Investment Adviser from the use of "soft" commission dollars
to pay for research and brokerage services. The Trustees further considered
the revenues and profitability of the Investment Adviser's businesses other
than the fund business, including the Investment Adviser's institutional
investment advisory business. The Trustees considered the intangible
benefits that accrue to the Investment Adviser and its affiliates by virtue
of its relationship with the Fund and the Pioneer Funds as a group. The
Trustees concluded that all these types of benefits accruing to the
Investment Adviser were reasonable in the context of the overall
relationship between the Investment Adviser and the Fund.
Conclusion. The Trustees, in light of the Investment Adviser's overall
performance, considered it appropriate to continue to retain the management
services of the Investment Adviser. Based on their evalu-
47
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT (continued)
- --------------------------------------------------------------------------------
ation of all material factors deemed relevant and the advice of independent
counsel, the Trustees concluded that the Management Contract with the Fund is
fair and reasonable and voted to approve the continuation of the Management
Contract for another year.
48
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
David R. Bock Osbert M. Hood, Executive
Mary K. Bush Vice President
Margaret B.W. Graham Vincent Nave, Treasurer
Osbert M. Hood Dorothy E. Bourassa, Secretary
Marguerite A. Piret
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Wilmer Cutler Pickering Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 6-month period ended August 31, 2004 is publicly available to
shareowners at www.pioneerfunds.com. This information is also available on the
Securities and Exchange Commission's web site at http://www.sec.gov.
49
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50
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This page for your notes.
51
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This page for your notes.
52
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HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvest.com
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
Please consider the Fund's investment objectives, risks, charges and expenses
carefully before investing. The prospectus contains this and other information
about the Fund and should be read carefully before you invest or send money. To
obtain a prospectus and for other information on any Pioneer fund, call
1-800-225-6292 or visit our web site www.pioneerfunds.com.
The Fund files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
N/A
(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.
N/A
(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.
N/A
(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.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The Fund's independent auditor, Ernst & Young
LLP ("E&Y"), has advised the Securities
and Exchange Commission, the Public Company
Accounting Oversight Board, and the Audit
Committee of the Fund's Board of Trustees that
certain non-audit work performed by E&Y's China
affiliate raised questions regarding E&Y's
independence with respect to its performance of
audit services for the Fund. In July 2004, E&Y
became aware that member firms in China ("E&Y
China") provided certain tax services to offices of
UniCredito Italiano, S.p.A. ("UCI"), a member of
the Fund's Investment Company Complex. The
services included receipt and disbursement of
monies transferred to E&Y China by UCI in
payment of individual expatriate income taxes due
on returns prepared by E&Y China for certain UCI
employees located in China from October 1998 to
May 2003. E&Y became auditors of the Fund in
May 2002. These expatriate tax services were
discontinued in May 2003. The fees received by
E&Y China for all such services totaled $3,685.
The Fund's Audit Committee and E&Y have
discussed the matter, including the nature of the
services provided, the personnel involved in
providing the services and the fees received by
E&Y for performing the services. E&Y has informed
the Audit Committee that based on its internal reviews
and the de minimis nature of the services provided and
fees received, it does not believe its independence
with respect to the Fund has been impaired.
N/A
(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.
N/A
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 principal executive officer and principal financial
officer have concluded, that the registrant's disclosure controls and
procedures are effective based on their evaluation of these controls and
procedures as of a date within 90 days of the filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the registrant's internal 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.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Mid Cap Value Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date June 28, 2005
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 June 28, 2005
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date June 28, 2005
* Print the name and title of each signing officer under his or her signature.