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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-03564
Pioneer Mid Cap Growth Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: September 30
Date of reporting period: October 1, 2007 through March 31, 2008
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
PIONEER
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MID CAP
GROWTH
FUND
PITHX
Ticker Symbol
Semiannual
Report
3/31/08
[LOGO] PIONEER
Investments(R)
Table of Contents
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Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Comparing Ongoing Fund Expenses 14
Schedule of Investments 16
Financial Statements 22
Notes to Financial Statements 30
Approval of Investment Advisory Agreement 37
Trustees, Officers and Service Providers 41
President's
Dear Shareowner,
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Staying diversified and keeping your portfolio invested in the markets are two
general investment principles that have served investors well over time. They
are particularly useful guides to keep in mind today, at a time when markets
around the globe are being buffeted by problems in the financial and real
estate industries and by concerns about a slowing economy.
After an extended period of steady growth with sustained low unemployment and
low inflation, the U.S. economy ran into difficulty as 2007 drew to a close.
Problems in the financial system tied to poor practices in the mortgage
financing industry and the end of home price appreciation have forced investors
and bankers to mark down the value of assets on their balance sheets. A
late-summer credit crunch forced central banks in the U.S. and Europe to assume
the role of "lender of last resort" to keep credit markets functioning as a
number of hedge funds faced margin calls and, in March, broker Bear Stearns
failed. As the repercussions of the credit crunch and falling home prices were
felt in the real economy, unemployment rose and consumer confidence fell.
Inflation concerns have moved temporarily to the back burner for the U.S.
Federal Reserve, which lowered interest rates, first gradually, then more
rapidly, as concern grew that falling home prices and disruptions in financial
markets posed a significant threat to economic growth.
Markets have reacted poorly to these developments, with fixed-income credit
spreads (the difference in rates between corporate and U.S. government bonds)
widening dramatically and stock markets declining, wiping out much of the
positive returns markets had delivered in the preceding year. For the 6 months
ending March 31, 2008, the Dow Jones Industrial Average fell 11%, the Standard
& Poor's 500 Index declined 12% and the NASDAQ Composite Index fell 16%. The
MSCI EAFE Developed Market Index of international stock markets fell 9%, and
the MSCI Emerging Markets Index fell 8% over the six-month period. The U.S.
investment-grade bond market, as measured by the Lehman Brothers Aggregate Bond
Index, was a solid performer over the six months ending March 31, 2008, rising
5%. The U.S. high-yield bond market, as measured by the Merrill Lynch High
Yield Bond Master II Index, fell approximately 4% as its higher coupon yields
could not offset a fall in bond prices triggered by widening credit spreads.
2
Letter
Looking forward, a growing number of economists are concerned about a
recession. As always, though, emotions can get ahead of reality. The U.S.
economy grew in the fourth quarter of 2007 and may have grown in the first
quarter of 2008. Higher mortgage defaults, a spreading of weakness to other
consumer sectors or to employment, and the possibility of a worsening of the
liquidity/credit crunch represent risks to the economy. Conversely, substantial
fiscal and monetary stimulus programs have been put in place, economic growth
in the rest of the world remains relatively positive, and a weak U.S. dollar
has significantly benefited U.S. companies competing in the global marketplace.
While falling risk tolerances and deleveraging may continue to depress asset
prices in the short term, equity and corporate bond valuations look reasonable
unless the U.S. economy falls into a severe recession.
Sudden swings in the markets are always to be expected. The history of the
stock market demonstrates that sharp market downturns are frequently followed
by strong recoveries, but they are also difficult to time. Just as staying
diversified and invested are important investment principles, it is also
important to pay attention to asset allocation. As always, we encourage you to
work closely with your financial advisor to find the mix of stocks, bonds and
money market assets that is best aligned to your particular risk tolerance and
investment objective.
Respectfully,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
3
Pioneer Mid Cap Growth Fund
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/08
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Markets were buffeted over the past six months amid recession fears and the
fallout from the credit crisis. In the following pages, co-managers Andrew
Acheson and Ken Winston describe how this challenging background affected their
investment strategies and outlook for the period ahead.
Q: Please describe market conditions over the six months ended March 31, 2008.
A: This six-month period encompasses much of the unfolding credit crisis, one
of the worst periods the financial system has undergone in many years.
After a sharp decline in early summer, markets recovered during the
mid-fall months as the credit crisis seemed to be contained. But bad news
only seemed to multiply. For the last several months, markets have become
exceptionally volatile, reacting sharply to each new report of problems
among banks, insurers and brokerage firms. Non-government-oriented
fixed-income markets were unable to move forward, and equity values sank
under recession fears.
We had positioned the portfolio for a scenario in which the Federal
Reserve Board would move with sufficient force and clarity to head off the
worst fallouts from the credit crisis. That assumption proved wrong, and
Fund performance suffered. The Federal Reserve later cut short-term
interest rates abruptly and took the unprecedented step of opening its
lending facilities to brokerage firms.
Q: How did the Fund perform in that environment?
A: Pioneer Mid Cap Growth Fund's Class A shares had a total return of -14.97%
at net asset value, for the six months ended March 31, 2008. The Russell
Mid Cap Growth Index, the Fund's benchmark, had a return of -12.46% for
the same period. During the six months, the average return of the 630
funds in Lipper's Mid Cap Growth category was -13.82%.
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most
recent month-end performance results. Current performance may be lower or
higher than the performance data quoted.
4
Pioneer Mid Cap Growth Fund
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The performance data quoted represent past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Q: Which sectors or stocks contributed favorably to the Fund's performance
over the period?
A: The Fund's overweight stance in energy compared to the benchmark aided
results as did having no exposure at all to the weak telecommunications
sector. Southwestern Energy, a mid-sized exploration and production
company, rose thanks to high energy prices and continued strong
production growth that appears likely to continue. Devon Energy, another
independent exploration firm, also contributed. Returns likewise
benefited from being underweight among consumer discretionary companies,
where stock selection was very beneficial. TJX showed good results in a
difficult retail environment. Makers of branded goods often use stores
like TJX to sell off inventory that sits unsold in higher-priced outlets.
TJX acquired large quantities of this better merchandise and offered it
at prices that dovetailed with consumer preferences. In technology, MEMC
Electronic Materials, makers of silicon for semiconductors, benefited
from the fast-expanding solar-panel industry and its need for specialized
semiconductors. And Israel's Teva Pharmaceutical, the leading maker of
generic drugs, continues to deliver exceptional results as patents expire
on brand-name products.
Q: What were some of the Fund's more disappointing investments during the
period?
A: The drop in shares of brokerage firm Bear Stearns accounts for all of the
Fund's underperformance over the period. Bear Stearns ran into a perfect
storm of rumors of pending failure and investors taking positions that
would profit if the stock fell. Although the Fund incurred a sizeable
loss, we eliminated the position ahead of the initial takeover offer by
JPMorgan Chase, engineered by the Federal Reserve.
Shares of F5 Networks, whose networking products help data centers manage
internet traffic, fell during the period because the beleaguered financial
services sector provides about 20% of its revenues. We believe F5's
current low valuation overstates the
5
Pioneer Mid Cap Growth Fund
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/08 (continued)
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problem. Biotech firm Vertex encountered further delays in introducing its
hepatitis C treatment, costing it potential sales and opening
opportunities for competitors. The Fund sold the shares at a gain.
ON Semiconductor also declined. A recent major acquisition is temporarily
diluting ON's earnings, but offers potential to boost earnings in the
future. We expanded the Fund's commitment because ON's valuation has
fallen more than seems reasonable, given its outlook. Concerns over a
recession have driven the volatile semiconductor segment down to
valuations not seen in many years.
Q: What is your outlook for the economy and for mid-cap stocks in the months
ahead?
A: Given the events of recent months, the U.S. economy is unlikely to escape a
recession. That downturn could be short, but a longer, deeper slowdown
could ensue. The overriding issue is banks' unwillingness to lend.
Without the ability to borrow on reasonable terms, people and companies
will be unable to spend or invest.
Our concerns notwithstanding, we are positioning the Fund for a better
market climate in the next year or two. We are now focusing on areas where
pessimism predominates and fear has depressed valuations to attractive
levels. For example, we have been adding selectively to our stake in
financial firms and in technology. We have also been increasing exposure
to materials and manufacturing stocks that could rebound in an economic
recovery. Less attractive are sectors that rely on consumer spending while
household access to capital is limited and discretionary spending is
hampered by high energy and other costs.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political or regulatory developments or other risks affecting these
industries or sectors. Investing in mid-sized companies may offer the potential
for higher returns, but is also subject to greater short-term price
fluctuations than larger, more-established companies.
6
Pioneer Mid Cap Growth Fund
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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.
7
Pioneer Mid Cap Growth Fund
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PORTFOLIO SUMMARY 3/31/08
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Portfolio Diversification
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(As of a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED DOCUMENT.]
U.S. Common Stocks 89.6%
Depositary Receipts for International Stocks 5.5%
Temporary Cash Investments 4.9%
Sector Distribution
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(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED DOCUMENT.]
Information Technology 22.5%
Energy 17.5%
Consumer Discretionary 14.3%
Industrials 13.8%
Financials 10.7%
Health Care 9.7%
Materials 7.1%
Consumer Staples 4.4%
10 Largest Holdings
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(As a percentage of equity holdings)*
1. Freeport-McMoRan Copper & Gold, Inc. (Class B) 4.67%
2. TJX Co., Inc. 4.64
3. Southwestern Energy Co. 3.66
4. Abercrombie & Fitch Co. 3.49
5. L-3 Communications Holdings, Inc. 3.21
6. Helmerich & Payne, Inc. 3.18
7. MEMC Electronic Materials, Inc. 2.94
8. Teva Pharmaceutical Industries, Ltd. (A.D.R.) 2.93
9. Lazard, Ltd. 2.88
10. Weatherford International, Inc. 2.83
* This list excludes temporary cash and derivative instruments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any security
listed.
8
Pioneer Mid Cap Growth Fund
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PRICES AND DISTRIBUTIONS
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Net Asset Value Per Share
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Class 3/31/08 9/30/07
----- ------- -------
A $14.05 $17.35
B $11.43 $14.35
C $11.96 $14.97
Y $14.24 $17.54
Distributions Per Share
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10/1/07 - 3/31/08
-----------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
----- ------ ------------- -------------
A $ - $0.1559 $0.6394
B $ - $0.1559 $0.6394
C $ - $0.1559 $0.6394
Y $ - $0.1559 $0.6394
9
Pioneer Mid Cap Growth Fund
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PERFORMANCE UPDATE 3/31/08 CLASS A SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund at public offering price,
compared to that of the Russell Midcap Growth Index.
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Average Annual Total Returns
(As of March 31, 2008)
Net Asset Public Offering
Period Value (NAV) Price (POP)
10 Years 1.44% 0.84%
5 Years 10.01 8.72
1 Year -6.69 -12.03
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Expense Ratio
(Per prospectus dated February 1, 2008)
Gross Net
0.89% 0.89%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED
DOCUMENT.]
Value of $10,000 Investment
Date Pioneer Mid Cap Growth Fund Russell Mid-Cap Growth
3/98 $9,425 $10,000
$8,576 $10,890
3/00 $13,218 $19,296
$8,890 $10,532
3/02 $9,369 $11,028
$6,749 $8,148
3/04 $9,741 $12,192
$9,801 $13,206
3/06 $11,122 $16,201
$11,655 $17,319
3/08 $10,876 $16,531
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. Index returns are calculated monthly, assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales charges.
You cannot invest directly in an index.
10
Pioneer Mid Cap Growth Fund
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PERFORMANCE UPDATE 3/31/08 CLASS B SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund, compared to that of the Russell
Midcap Growth Index.
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Average Annual Total Returns
(As of March 31, 2008)
If If
Period Held Redeemed
10 Years 0.19% 0.19%
5 Years 8.62 8.62
1 Year -7.76 -11.23
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Expense Ratio
(Per prospectus dated February 1, 2008)
Gross Net
2.16% 2.16%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED
DOCUMENT.]
Value of $10,000 Investment
Date Pioneer Mid Cap Growth Fund Russell Mid-Cap Growth
3/98 $10,000 $10,000
$9,002 $10,890
3/00 $13,731 $19,296
$9,122 $10,532
3/02 $9,487 $11,028
$6,741 $8,148
3/04 $9,606 $12,192
$9,539 $13,206
3/06 $10,688 $16,201
$11,052 $17,319
3/08 $10,194 $16,531
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). Effective December 1, 2004, the period during which a CDSC is applied
to withdrawals was shortened to 5 years. The maximum CDSC for Class B shares
continues to be 4%. For more complete information, please see the prospectus
for details. Note: Shares purchased prior to December 1, 2004 remain subject to
the CDSC in effect at the time you purchased those shares. For performance
information for shares purchased prior to December 1, 2004, please visit
www.pioneerinvestments.com/bshares.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses
will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. Index returns are calculated monthly, assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales charges.
You cannot invest directly in an index.
11
Pioneer Mid Cap Growth Fund
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PERFORMANCE UPDATE 3/31/08 CLASS C SHARES
Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund, compared to that of the Russell
Midcap Growth Index.
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Average Annual Total Returns
(As of March 31, 2008)
If If
Period Held Redeemed
10 Years 0.26% 0.26%
5 Years 8.75 8.75
1 Year -7.66 -7.66
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Expense Ratio
(Per prospectus dated February 1, 2008)
Gross Net
1.99% 1.99%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED
DOCUMENT.]
Value of $10,000 Investment
Date Pioneer Mid Cap Growth Fund Russell Mid-Cap Growth
3/98 $10,000 $10,000
$9,023 $10,890
3/00 $13,787 $19,296
$9,171 $10,532
3/02 $9,503 $11,028
$6,748 $8,148
3/04 $9,618 $12,192
$9,560 $13,206
3/06 $10,732 $16,201
$11,114 $17,319
3/08 $10,263 $16,531
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). The performance of Class C shares does not
reflect the 1% front-end sales charge in effect prior to February 1, 2004. If
you paid a 1% sales charge, your returns would be lower than those shown above.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. All results are
historical and assume the reinvestment of dividends and capital gains. Other
share classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. Index returns are calculated monthly, assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales charges.
You cannot invest directly in an index.
12
Pioneer Mid Cap Growth Fund
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PERFORMANCE UPDATE 3/31/08 CLASS Y SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund, compared to that of the Russell
Midcap Growth Index.
- --------------------------------------------------------------------------------
Average Annual Total Returns
(As of March 31, 2008)
If If
Period Held Redeemed
10 Years 1.57% 1.57%
5 Years 10.28 10.28
1 Year -6.31 -6.31
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Expense Ratio
(Per prospectus dated February 1, 2008)
Gross Net
0.49% 0.49%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED
DOCUMENT.]
Value of $10,000 Investment
Date Pioneer Mid Cap Growth Fund Russell Mid-Cap Growth
3/98 $10,000 $10,000
$9,098 $10,890
3/00 $14,022 $19,296
$9,431 $10,532
3/02 $9,939 $11,028
$7,160 $8,148
3/04 $10,334 $12,192
$10,405 $13,206
3/06 $11,849 $16,201
$12,467 $17,319
3/08 $11,680 $16,531
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Performance for periods prior to the inception of Class Y shares reflects the
NAV performance of the Fund's Class A shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to Class A
shares. Since the fees for Class A shares are generally higher than those of
Class Y shares, the performances shown for Class Y Shares prior to their
inception (2/1/05) would have been higher. Class Y shares are not subject to
sales charges and are available for limited groups of eligible investors,
including institutional investors, All results are historical and assume the
reinvestment of dividends and capital gains. Other share classes are available
for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers
may not be in effect for all funds. Certain fee waivers are contractual through
a specified period. Otherwise, fee waivers can be rescinded at any time. See
the prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. Index returns are calculated monthly, assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales charges.
You cannot invest directly in an index.
13
Pioneer Mid Cap Growth Fund
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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 [divided by] $1,000 = 8.6
2. Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Mid Cap Growth Fund
Based on actual returns from October 1, 2007 through March 31, 2008.
Share Class A B C Y
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Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00
On 10/1/07
Ending Account Value $ 850.30 $ 845.30 $ 845.70 $ 852.00
On 3/31/08
Expenses Paid During Period* $ 4.21 $ 9.41 $ 8.91 $ 2.45
* Expenses are equal to the Fund's annualized expense ratio of 0.91%, 2.04%,
1.93% and 0.53% for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 183/366 (to reflect the one-half year period).
14
Pioneer Mid Cap Growth Fund
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Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the
5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Mid Cap Growth Fund
Based on a hypothetical 5% return per year before expenses, reflecting the
period from October 1, 2007 through March 31, 2008.
Share Class A B C Y
- ----------------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00
On 10/1/07
Ending Account Value $1,020.45 $1,014.80 $1,015.35 $1,022.35
On 3/31/08
Expenses Paid During Period* $ 4.60 $ 10.28 $ 9.72 $ 2.68
* Expenses are equal to the Fund's annualized expense ratio of 0.91%, 2.04%,
1.93% and 0.53% for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 183/366 (to reflect the one-half year period).
15
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/08 (unaudited)
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 95.8%
Energy - 16.8%
Oil & Gas Drilling - 4.1%
70,000 ENSCO International, Inc. $ 4,383,400
280,100 Helmerich & Payne, Inc. 13,128,287
------------
$ 17,511,687
------------
Oil & Gas Equipment & Services - 2.7%
161,000 Weatherford International, Inc.* $ 11,667,670
------------
Oil & Gas Exploration & Production - 8.2%
86,800 Devon Energy Corp. $ 9,055,844
154,900 Noble Affiliates, Inc. 11,276,720
448,000 Southwestern Energy Co.* 15,093,120
------------
$ 35,425,684
------------
Oil & Gas Storage & Transporation - 1.8%
450,000 El Paso Corp. $ 7,488,000
------------
Total Energy $ 72,093,041
------------
Materials - 6.8%
Diversified Metals & Mining - 4.5%
200,125 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 19,256,028
------------
Industrial Gases - 1.6%
73,000 Air Products & Chemicals, Inc. $ 6,716,000
------------
Specialty Chemicals - 0.7%
429,200 Chemtura Corp.* $ 3,150,328
------------
Total Materials $ 29,122,356
------------
Capital Goods - 11.9%
Aerospace & Defense - 4.1%
127,600 Be Aerospace, Inc.* $ 4,459,620
121,200 L-3 Communications Holdings, Inc. 13,252,008
------------
$ 17,711,628
------------
Electrical Component & Equipment - 1.7%
19,000 First Solar, Inc.* $ 4,391,660
73,600 Suntech Power Holdings (A.D.R.)* 2,985,216
------------
$ 7,376,876
------------
16 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Industrial Machinery - 6.1%
126,900 Dover Corp. $ 5,301,882
158,200 ITT Corp. 8,196,342
143,650 Parker Hannifin Corp. 9,950,636
25,200 SPX Corp. 2,643,480
------------
$ 26,092,340
------------
Total Capital Goods $ 51,180,844
------------
Commercial Services & Supplies - 1.3%
Diversified Commercial Services - 1.3%
135,000 CoStar Group, Inc.* $ 5,805,000
------------
Total Commercial Services & Supplies $ 5,805,000
------------
Consumer Services - 4.5%
Casinos & Gaming - 2.1%
223,000 International Game Technology $ 8,966,830
------------
Restaurants - 2.4%
133,000 Darden Restaurants, Inc.* $ 4,329,150
161,600 Yum! Brands, Inc. 6,013,136
------------
$ 10,342,286
------------
Total Consumer Services $ 19,309,116
------------
Media - 1.4%
Broadcasting & Cable Television - 1.4%
266,000 Liberty Entertainment* $ 6,022,240
------------
Total Media $ 6,022,240
------------
Retailing - 7.8%
Apparel Retail - 7.8%
197,000 Abercrombie & Fitch Co. $ 14,408,580
579,200 TJX Co., Inc. 19,154,144
------------
$ 33,562,724
------------
Total Retailing $ 33,562,724
------------
Food, Beverage & Tobacco - 4.2%
Soft Drinks - 2.4%
147,600 Fomento Economico Mexicano SA de C.V. (A.D.R.) $ 6,166,728
116,200 Hansen Natural Corp.* 4,101,860
------------
$ 10,268,588
------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/08 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Tobacco - 1.8%
109,700 Loews Corp. Carolina Group $ 7,958,735
------------
Total Food, Beverage & Tobacco $ 18,227,323
------------
Health Care Equipment & Services - 2.6%
Health Care Equipment - 2.6%
139,932 Insulet Corp.* $ 2,015,021
11,400 Surgical Intuitive, Inc.* 3,697,590
380,000 Thoratec Corp.* 5,430,200
------------
$ 11,142,811
------------
Total Health Care Equipment & Services $ 11,142,811
------------
Pharmaceuticals & Biotechnology - 6.7%
Life Sciences Tools & Services - 3.9%
149,400 Charles River Laboratories International, Inc.* $ 8,805,636
140,000 Thermo Fisher Scientific, Inc.* 7,957,600
------------
$ 16,763,236
------------
Pharmaceuticals - 2.8%
262,121 Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 12,107,369
------------
Total Pharmaceuticals & Biotechnology $ 28,870,605
------------
Banks - 2.7%
Regional Banks - 2.0%
96,500 SunTrust Banks, Inc. $ 5,321,010
70,000 Zions Bancorporation 3,188,500
------------
$ 8,509,510
------------
Thrifts & Mortgage Finance - 0.7%
130,000 Freddie Mac $ 3,291,600
------------
Total Banks $ 11,801,110
------------
Diversified Financials - 7.1%
Asset Management & Custody Banks - 0.8%
84,300 Federated Investors, Inc.* $ 3,301,188
------------
Investment Banking & Brokerage - 3.8%
95,700 Investment Technology Group, Inc.* $ 4,419,426
310,800 Lazard, Ltd. 11,872,560
------------
$ 16,291,986
------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Specialized Finance - 2.5%
67,400 IntercontinentalExchange, Inc.* $ 8,795,700
22,700 Nymex Holdings, Inc. 2,057,301
------------
$ 10,853,001
------------
Total Diversified Financials $ 30,446,175
------------
Insurance - 0.5%
Reinsurance - 0.5%
66,800 Platinum Underwriter Holdings, Ltd. $ 2,168,328
------------
Total Insurance $ 2,168,328
------------
Software & Services - 6.6%
Application Software - 3.3%
142,400 Amdocs, Ltd.* $ 4,038,464
201,500 Citrix Systems, Inc.* 5,909,995
254,300 Nuance Communications, Inc.* 4,427,363
------------
$ 14,375,822
------------
Internet Software & Services - 3.3%
274,900 Akamai Technologies* $ 7,741,184
14,700 Google, Inc.* 6,474,909
------------
$ 14,216,093
------------
Total Software & Services $ 28,591,915
------------
Technology Hardware & Equipment - 8.8%
Semiconductor Equipment - 2.8%
171,300 MEMC Electronic Materials, Inc.* $ 12,145,170
------------
Communications Equipment - 4.5%
384,300 F5 Networks, Inc.* $ 6,982,731
300,860 Foundry Networks, Inc.* 3,483,959
174,600 Juniper Networks, Inc.* 4,365,000
193,500 Polycom, Inc.* 4,361,490
------------
$ 19,193,180
------------
Computer Storage & Peripherals - 1.5%
891,900 Brocade Communications Systems, Inc.* $ 6,510,870
------------
Total Technology Hardware & Equipment $ 37,849,220
------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/08 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Semiconductors - 6.1%
Semiconductor Equipment - 0.6%
130,000 Tessera Technologies, Inc.* $ 2,704,000
------------
Semiconductors - 5.5%
213,100 Broadcom Corp.* $ 4,106,437
400,000 Infineon Technologies (A.D.R.)* 2,808,000
210,700 Intersil Holding Corp. 5,408,667
227,800 Linear Technology Corp. 6,991,182
758,900 SGC Holding Corp.* 4,310,552
------------
$ 23,624,838
------------
Total Semiconductors $ 26,328,838
------------
TOTAL COMMON STOCKS
(Cost $376,720,621) $412,521,646
------------
Principal
Amount Value
TEMPORARY CASH INVESTMENTS - 5.0%
Repurchase Agreements - 5.0%
$10,670,000 Barclays Plc, 2.75%, dated 3/31/08, repurchase
price of $10,670,000 plus accrued interest on
4/1/08 collateralized by the following:
$3,925,539 Federal National Mortgage Associa-
tion, 5.5 - 6.5%, 2/1/23 - 1/1/48
$7,977,590 Federal National Mortgage Associa-
tion (ARM), 4.44 - 7.029%, 1/1/34 - 9/1/37
$1,321,820 Federal Home Loan Mortgage Corp.,
4.182 - 4.728%, 12/1/34 - 6/1/35
$797,851 Freddie Mac Giant, 4.0 - 6.0%,
2/1/23 - 5/1/37 $ 10,670,000
10,670,000 JP Morgan Chase & Co., 2.5%, dated 3/31/08,
repurchase price of $10,670,000 plus accrued
interest on 4/1/08 collateralized by
$13,773,374 Federal National Mortgage
Association, 5.0 - 10.0%, 10/1/14 - 3/1/38 10,670,000
------------
$ 21,340,000
------------
20 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal
Amount Value
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $21,340,000) $ 21,340,000
------------
TOTAL INVESTMENT IN SECURITIES - 100.8%
(Cost $398,060,621)(a) $433,861,646
------------
OTHER ASSETS AND LIABILITIES - (0.8)% $ (3,595,436)
------------
TOTAL NET ASSETS - 100.0% $430,266,210
============
(A.D.R.) American Depositary Receipt
* Non-income producing security.
(a) At March 31, 2008, the net unrealized gain on investments based on cost
for federal income tax purposes of $398,758,107 was as follows:
Aggregate gross unrealized gain for all investments in which there is
an excess of value over tax cost $63,044,393
Aggregate gross unrealized loss for all investments in which there is
an excess of tax cost over value (27,940,854)
-----------
Net unrealized gain $35,103,539
===========
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended March 31, 2008 aggregated $190,378,199 and $234,731,357,
respectively.
The accompanying notes are an integral part of these financial statements. 21
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 3/31/08 (unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities (cost $398,060,621) $433,861,646
Cash 784,342
Receivables -
Investment securities sold 3,967,017
Fund shares sold 61,927
Dividends and interest 116,807
Other 54,382
------------
Total assets $438,846,121
------------
LIABILITIES:
Payables -
Investment securities purchased $ 8,084,623
Fund shares repurchased 395,953
Due to affiliates 59,709
Accrued expenses 39,626
------------
Total liabilities $ 8,579,911
------------
NET ASSETS:
Paid-in capital $417,356,001
Undistributed net investment income 10,781
Accumulated net realized loss on investments (22,901,597)
Net unrealized gain on investments 35,801,025
------------
Total net assets $430,266,210
============
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $377,915,924/26,892,133 shares) $ 14.05
============
Class B (based on $14,516,371/1,269,883 shares) $ 11.43
============
Class C (based on $9,493,964/793,701 shares) $ 11.96
============
Class Y (based on $28,339,951/1,990,536 shares) $ 14.24
============
MAXIMUM OFFERING PRICE:
Class A ($14.05 [divided by] 94.25%) $ 14.91
============
22 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/08
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $9,829) $ 1,879,268
Interest 236,964
Income from securities loaned, net 267,380
------------
Total investment income $ 2,383,612
------------
EXPENSES:
Management fees
Basic Fee $ 1,530,224
Performance Adjustment (355,378)
Transfer agent fees and expenses
Class A 335,288
Class B 45,824
Class C 21,901
Class Y 90
Distribution fees
Class A 491,541
Class B 86,729
Class C 54,132
Administrative fees 55,460
Custodian fees 2,988
Registration fees 29,429
Professional fees 21,620
Printing expense 12,115
Fees and expenses of nonaffiliated trustees 6,372
Miscellaneous 10,679
------------
Total expenses $ 2,349,014
Less fees paid indirectly (13,557)
------------
Net expenses $ 2,335,457
------------
Net investment income $ 48,155
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) on:
Investments $(13,989,310)
Other assets and liabilities denominated in
foreign currencies 70,697 $(13,918,613)
------------ ------------
Change in net unrealized gain on investments $(64,256,233)
------------
Net loss on investments $(78,174,846)
------------
Net decrease in net assets resulting from operations $(78,126,691)
============
The accompanying notes are an integral part of these financial statements. 23
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/08 and the Year Ended 9/30/07, respectively
Six Months
Ended
3/31/08 Year Ended
(unaudited) 9/30/07
FROM OPERATIONS:
Net investment income (loss) $ 48,155 $ (1,138,568)
Net realized gain (loss) on investments (13,918,613) 19,204,894
Change in net unrealized gain (loss) on investments (64,256,233) 80,607,722
------------- -------------
Net increase (decrease) in net assets resulting
from operations $ (78,126,691) $ 98,674,048
------------- -------------
DISTRIBUTIONS TO SHAREOWNERS:
Net realized gain:
Class A ($0.80 and $1.06 per share, respectively) $ (21,362,055) $ (30,928,010)
Class B ($0.80 and $1.06 per share, respectively) (1,053,999) (1,695,217)
Class C ($0.80 and $1.06 per share, respectively) (620,250) (966,666)
Class Y ($0.80 and $1.06 per share, respectively) (1,609,179) (2,046,524)
------------- -------------
Total distributions to shareowners $ (24,645,483) $ (35,636,417)
------------- -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 10,709,759 $ 47,883,377
Reinvestment of distributions 23,316,059 33,763,337
Cost of shares repurchased (41,084,036) (120,177,490)
------------- -------------
Net decrease in net assets resulting from
Fund share transactions $ (7,058,218) $ (38,530,776)
------------- -------------
Captial Contribution+ $ - $ 1,240,204
------------- -------------
Net increase (decrease) in net assets $(109,830,392) $ 25,747,059
NET ASSETS:
Beginning of period 540,096,602 514,349,543
------------- -------------
End of period $ 430,266,210 $ 540,096,602
------------- -------------
Undistributed (distributions in excess of) net invest-
ment income $ 10,781 $ (37,374)
============= =============
+ Represents amount contrubuted to the Fund by PIM. For more information see
note 2 in the "Notes to Financial Statements".
24 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
'08 Shares '08 Amount '07 Shares '07 Amount
(unaudited) (unaudited)
CLASS A
Shares sold 408,772 $ 6,501,670 1,218,752 $ 19,875,074
Reinvestment of distributions 1,269,136 20,191,945 1,885,618 29,302,560.00
Less shares repurchased (2,111,042) (33,142,163) (5,295,060) (85,783,139.00)
---------- ------------ ---------- ---------------
Net decrease (433,134) $ (6,448,548) (2,190,690) $ (36,605,505)
========== ============ ========== ===============
CLASS B
Shares sold 102,744 $ 1,329,358 407,752 $ 5,608,826
Reinvestment of distributions 78,033 1,013,650 124,761 1,619,434
Less shares repurchased (263,401) (3,331,652) (711,997) (9,531,808)
---------- ------------ ---------- ---------------
Net decrease (82,624) $ (988,644) (179,484) $ (2,303,548)
========== ============ ========== ===============
CLASS C
Shares sold 106,227 $ 1,467,013 276,930 $ 3,937,360
Reinvestment of distributions 42,786 581,462 67,455 912,659
Less shares repurchased (125,475) (1,659,142) (376,270) (5,277,833)
---------- ------------ ---------- ---------------
Net increase (decrease) 23,538 $ 389,333 (31,885) $ (427,814)
========== ============ ========== ===============
CLASS Y
Shares sold 87,615 $ 1,411,718 1,167,500 $ 18,462,117
Reinvestment of distributions 95,028 1,529,002 123,160 1,928,684
Less shares repurchased (189,461) (2,951,079) (1,203,641) (19,584,710)
---------- ------------ ---------- ---------------
Net increase (decrease) (6,818) $ (10,359) 87,019 $ 806,091
========== ============ ========== ===============
The accompanying notes are an integral part of these financial statements. 25
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/08 Year Ended Year Ended Year Ended Year Ended Year Ended
(unaudited) 9/30/07 9/30/06 9/30/05 9/30/04 9/30/03
CLASS A
Net asset value, beginning of period $ 17.35 $ 15.38 $ 15.34 $ 13.69 $ 12.68 $ 9.65
-------- ------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ - $ (0.03) $ (0.03) $ (0.02) $ (0.06) $ (0.05)
Net realized and unrealized gain (loss) on investments (2.50) 3.02 0.63 1.67 1.07 3.08
-------- ------- ------- ------- ------- -------
Net increase (decrease) from investment operations $ (2.50) $ 2.99 $ 0.60 $ 1.65 $ 1.01 $ 3.03
Distributions to shareowners:
Net realized gain (0.80) (1.06) (0.56) - - -
-------- ------- ------- ------- ------- -------
Capital contribution - 0.04 - - - -
-------- ------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ (3.30) $ 1.97 $ 0.04 $ 1.65 $ 1.01 $ 3.03
-------- ------- ------- ------- ------- -------
Net asset value, end of period $ 14.05 $ 17.35 $ 15.38 $ 15.34 $ 13.69 $ 12.68
======== ======= ======= ======= ======= =======
Total return* (14.97)% 20.54%# 4.03% 12.05% 7.97% 31.40%
Ratio of net expenses to average net assets+ 0.92%** 0.89% 0.90% 0.90% 0.90% 0.97%
Ratio of net investment income (loss) to average net assets+ 0.05%** (0.18)% (0.21)% (0.14)% (0.44)% (0.46)%
Portfolio turnover rate 78%** 48% 96% 115% 98% 52%
Net assets, end of period (in thousands) $377,916 $474,138 $453,950 $503,683 $516,935 $522,269
Ratios with reduction for fees paid indirectly:
Net expenses 0.91%** 0.88% 0.90% 0.90% 0.90% 0.96%
Net investment income (loss) 0.06%** (0.17)% (0.21)% (0.14)% (0.44)% (0.45)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sale charges.
Total return would be reduced if sales charges were taken into account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
# Total return shown includes capital contribution by PIM. Without such
contributions, the total return would have been reduced by 0.28%.
The accompanying notes are an integral part of these financial statements.
26
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/08 Year Ended Year Ended Year Ended Year Ended Year Ended
(unaudited) 9/30/07 9/30/06 9/30/05 9/30/04 9/30/03
CLASS B
Net asset value, beginning of period $ 14.35 $ 13.04 $ 13.26 $ 11.99 $ 11.24 $ 8.66
--------- ------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.07) $ (0.21) $ (0.24) $ (0.20) $ (0.24) $ (0.16)
Net realized and unrealized gain (loss) on investments (2.05) 2.55 0.58 1.47 0.99 2.74
--------- ------- ------- ------- ------- -------
Net increase (decrease) from investment operations $ (2.12) $ 2.34 $ 0.34 $ 1.27 $ 0.75 $ 2.58
Distributions to shareowners:
Net realized gain (0.80) (1.06) (0.56) - - -
--------- ------- ------- ------- ------- -------
Captial contribution - 0.03 - - - -
--------- ------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ (2.92) $ 1.31 $ (0.22) $ 1.27 $ 0.75 $ 2.58
--------- ------- ------- ------- ------- -------
Net asset value, end of period $ 11.43 $ 14.35 $ 13.04 $ 13.26 $ 11.99 $ 11.24
========= ======= ======= ======= ======= =======
Total return* (15.47)% 19.07%# 2.66% 10.59% 6.67% 29.79%
Ratio of net expenses to average net assets+ 2.06%** 2.16% 2.25% 2.16% 2.18% 2.30%
Ratio of net investment loss to average net assets+ (1.10)%** (1.46)% (1.57)% (1.41)% (1.72)% (1.79)%
Portfolio turnover rate 78%** 48% 96% 115% 98% 52%
Net assets, end of period (in thousands) $ 14,516 $19,404 $19,972 $26,132 $29,247 $31,392
Ratios with reduction for fees paid indirectly:
Net expenses 2.04%** 2.12% 2.25% 2.15% 2.17% 2.29%
Net investment loss (1.08)%** (1.42)% (1.57)% (1.40)% (1.71)% (1.78)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charges were taken into account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
# Total return shown includes capital contribution by PIM. Without such
contributions, the total return would have been reduced by 0.25%.
The accompanying notes are an integral part of these financial statements.
27
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/08 Year Ended Year Ended Year Ended Year Ended Year Ended
(unaudited) 9/30/07 9/30/06 9/30/05 9/30/04 9/30/03
CLASS C
Net asset value, beginning of period $ 14.97 $ 13.54 $ 13.72 $ 12.39 $ 11.60 $ 8.96
--------- ------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.07) $ (0.19) $ (0.19) $ (0.18) $ (0.29) $ (0.10)
Net realized and unrealized gain (loss) on investments (2.14) 2.65 0.57 1.51 1.08 2.74
--------- ------- ------- ------- ------- -------
Net increase (decrease) from investment operations $ (2.21) $ 2.46 $ 0.38 $ 1.33 $ 0.79 $ 2.64
Distributions to shareowners:
Net realized gain (0.80) (1.06) (0.56) - - -
--------- ------- ------- ------- ------- -------
Capital contribution - 0.03 - - - -
--------- ------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ (3.01) $ 1.43 $ (0.18) $ 1.33 $ 0.79 $ 2.64
--------- ------- ------- ------- ------- -------
Net asset value, end of period $ 11.96 $ 14.97 $ 13.54 $ 13.72 $ 12.39 $ 11.60
========= ======= ======= ======= ======= =======
Total return* (15.43)% 19.26%# 2.87% 10.73% 6.81% 29.46%
Ratio of net expenses to average net assets+ 1.94%** 1.99% 2.07% 2.05% 1.95% 2.26%
Ratio of net investment loss to average net assets+ (0.97)%** (1.28)% (1.38)% (1.29)% (1.48)% (1.75)%
Portfolio turnover rate 78%** 48% 96% 115% 98% 52%
Net assets, end of period (in thousands) $ 9,494 $11,527 $10,858 $11,532 $12,405 $18,155
Ratios with reduction for fees paid indirectly:
Net expenses 1.93%** 1.97% 2.07% 2.04% 1.95% 2.25%
Net investment loss (0.96)%** (1.26)% (1.38)% (1.28)% (1.48)% (1.74)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charges were taken into account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
# Total return shown includes capital contribution by PIM. Without such
contributions, the total return would have been reduced by 0.24%.
The accompanying notes are an integral part of these financial statements.
28
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
For the Period
Six Months from 2/1/05
Ended (Commencement
3/31/08 Year Ended Year Ended of Operations)
(unaudited) 9/30/07 9/30/06 to 9/30/05
CLASS Y
Net asset value, beginning of period $ 17.54 $ 15.48 $ 15.37 $ 14.72
-------- ------- ------- --------
Increase (decrease) from investment operations:
Net investment income $ 0.04 $ 0.04 $ 0.03 $ 0.01
Net realized and unrealized gain (loss) on investments (2.54) 3.04 0.64 0.64
-------- ------- ------- --------
Net increase (decrease) from investment operations $ (2.50) $ 3.08 $ 0.67 $ 0.65
Distributions to shareowners:
Net realized gain (0.80) (1.06) (0.56) -
-------- ------- ------- --------
Capital contribution - 0.04 - -
-------- ------- ------- --------
Net increase (decrease) in net asset value $ (3.30) $ 2.06 $ 0.11 $ 0.65
-------- ------- ------- --------
Net asset value, end of period $ 14.24 $ 17.54 $ 15.48 $ 15.37
======== ======= ======= ========
Total return* (14.80)% 21.01%# 4.50% 4.42%++
Ratio of net expenses to average net assets+ 0.53%** 0.49% 0.48% 0.51%**
Ratio of net investment income to average net assets+ 0.43%** 0.23% 0.23% 0.28%**
Portfolio turnover rate 78%** 48% 96% 115%++
Net assets, end of period (in thousands) $ 28,340 $35,027 $29,569 $ 5,143
Ratios with reduction for fees paid indirectly:
Net expenses 0.53%** 0.49% 0.48% 0.51%**
Net investment income 0.43%** 0.23% 0.23% 0.28%**
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales charges.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
++ Not Annualized.
# Total return shown includes capital contribution by PIM. Without such
contributions, the total return would have been reduced by 0.28%.
The accompanying notes are an integral part of these financial statements.
29
Pioneer Mid Cap Growth Fund
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NOTES TO FINANCIAL STATEMENTS 3/31/08 (unaudited)
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1. Organization and Significant Accounting Policies
Pioneer Mid Cap Growth Fund (the Fund) is a Delaware statutory trust registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to seek capital
growth by investing in a diversified portfolio consisting primarily of common
stocks.
The Fund offers four classes of shares - Class A, Class B, Class C, and Class Y
shares. Class Y shares were first publicly offered on February 1, 2005. Each
class of shares represents an interest in the same portfolio of investments of
the Fund and has equal rights to voting, redemptions, dividends and
liquidation, except that each class of shares can bear different transfer agent
and distributions fees and has exclusive voting rights with respect to the
distribution plans that have been adopted by Class A, Class B, and Class C
shareowners, respectively. There is no distribution plan for Class Y shares.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Fund to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gains and losses on investments during the
reporting period. Actual results could differ from those estimates. At times,
the Fund's investments may represent industries or industry sectors that are
interrelated or have common risks, making it more susceptible to any economic,
political or regulatory developments or other risks affecting these industries
or sectors. The Fund's prospectuses contain information regarding the Fund's
principal risks. Please refer to those documents when considering the Fund's
risks.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
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
30
Pioneer Mid Cap Growth Fund
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are valued at the last sale price on the principal exchange where they are
traded. Securities that have not traded on the date of valuation, or
securities for which sale prices are not generally reported, are valued at
the mean between the last bid and asked prices. Securities for which
market quotations are not readily available are valued at their fair
values as determined by, or under the direction of, the Board of Trustees.
Trading in foreign securities is substantially completed each day at
various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. The Fund may also use the fair value of a
security including a non-U.S. security when the closing market price on
the principal exchange where the security is traded no longer reflects the
value of the security. At March 31, 2008 there were no securities fair
valued. Temporary cash investments are valued at amortized cost which
approximates market value.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in the exercise of reasonable diligence. Interest income is recorded
on the accrual basis. Dividend and interest income are reported net of
unrecoverable foreign taxes withheld at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Futures Contracts
The Fund may enter into futures transactions to hedge against changes in
interest rates, securities prices, and currency rates or to seek to
increase total return. Upon entering into a futures contract, the Fund is
required to deposit with a broker an amount of cash or securities equal to
the minimum "initial margin" requirements of the associated futures
exchange. Subsequent payments for futures contracts ("variation margin")
are received or paid by the Fund, depending on the daily fluctuation in
the value of the contracts, and are recorded by the Fund as unrealized
gains or losses, respectively. When the contract is closed, the Fund
realizes a gain or loss equal to the difference between the opening and
closing value of the contract. The use of futures contracts involves,
31
Pioneer Mid Cap Growth Fund
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NOTES TO FINANCIAL STATEMENTS 3/31/08 (unaudited) (continued)
- --------------------------------------------------------------------------------
to varying degrees, elements of market and counterparty risks, which may
exceed the amounts recognized by the Fund. Changes in value of the
contracts may not directly correlate to the changes in value of the
underlying securities. These risks may decrease the effectiveness of the
Fund's hedging strategies and potentially result in a loss.
At March 31, 2008, there were no open futures contracts.
C. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income and net realized capital gains, if
any, to its shareowners. Therefore, no federal income tax provision is
required. Tax years prior to 2004 are closed (not subject to examination
by tax authorities) due to the expiration of statute of limitations; all
other tax years are open.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Fund's distributions may
be shown in the accompanying financial statements as from or in excess of
net investment income or as from net realized gain on investment
transactions, or as from paid-in-capital, depending on the type of
book/tax differences that may exist.
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 September 30, 2007 was as follows:
- ------------------------------------------------------------------------------------
2007
- ------------------------------------------------------------------------------------
Ordinary income $17,477,854
Long-term capital gain 18,158,563
-----------
Total $35,636,417
===========
- ------------------------------------------------------------------------------------
The following shows the components of distributable earnings on a federal
income tax basis at September 30, 2007:
32
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
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2007
- ------------------------------------------------------------------------------------
Undistributed long-term gain $ 16,359,985
Post-October currency loss deferred (37,374)
Unrealized appreciation 99,359,772
------------
Total $115,682,383
============
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The difference between book-basis and tax-basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredito Italiano S.p.A.,
Inc. (UniCredito Italiano), earned $96,065 in underwriting commissions on
the sale of Class A shares during the six months ended March 31, 2008.
E. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on the respective percentage of adjusted net assets at the beginning
of the day. Distribution fees are calculated based on the average daily
net asset value attributable to Class A, Class B and Class C shares of the
Fund, respectively. Class Y shares are not subject to a distribution plan
(see Note 4). Shareowners of each class participate in all expenses and
fees paid to the transfer agent, Pioneer Investment Management Shareholder
Services, Inc. (PIMSS), for its services, which are allocated based on the
number of accounts in each class and the ratable allocation of related
out-of-pocket expenses (see Note 3).
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B and Class C shares can bear different
transfer agent and distribution expense rates.
33
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/08 (unaudited) (continued)
- --------------------------------------------------------------------------------
F. Securities Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a loan, the Fund
receives collateral and earns income in the form of negotiated lenders'
fees. The Fund also continues to receive interest or payments in lieu of
dividends on the securities loaned. Gain or loss on the fair value of the
loaned securities that may occur during the term of the loan will be for
the account of the Fund. The loans are secured by collateral which is
required to be at least 102% at all times, of the fair value of the
securities loaned. The amount of collateral is required to be adjusted
daily to reflect any price fluctuation in the value of loaned securities.
The Fund has the right under the lending agreements to recover the
securities on loan from the borrower on demand. The Fund invests cash
collateral in cash equivalent investments.
G. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value
of the underlying securities (collateral), including accrued interest
received from counterparties, is required to be at least equal to or in
excess of the value of the repurchase agreement at the time of purchase.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian or subcustodians. The Fund's
investment adviser, Pioneer Investment Management, Inc. (PIM), is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredito Italiano, manages the
Fund's portfolio. PIM receives a basic fee that is calculated at the annual
rate of 0.625% of the Fund's average daily net assets. The basic fee is subject
to a performance adjustment (limited to a maximum of -0.20% applied to average
assets during the measurement period) based on the Fund's Class A investment
performance as compared with the Russell Midcap Growth Index over a rolling
36-month period. In addition, the fee is further limited on an annual basis to
a maximum annualized rate adjustment of +0.20% of the average daily net assets
during the current month. On June 28, 2007 PIM made a voluntary capital
contribution of $1,240,204 to the Fund
34
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
to reflect a current revision in the management contract. For the six months
ended March 31, 2008, the aggregate performance adjustment resulted in a
reduction to the basic fee of $355,378. For the six months ended March 31,
2008, the management fee was equivalent to 0.45% of average daily net assets.
In addition, under the management and administrative agreements, certain other
services and costs, including accounting, regulatory and insurance premiums,
are paid by the Fund. Included in "Due to affiliates" reflected on the
Statement of Assets and Liabilities is $841 in management fees, administrative
costs and certain other services payable to PIM at March 31, 2008.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in "Due to affiliates" reflected on the Statement of
Assets and Liabilities is $49,187 in transfer agent fees payable to PIMSS at
March 31, 2008.
4. Distribution Plan
The Fund adopted a Plan of Distribution with respect to Class A, Class B and
Class C shares in accordance with Rule 12b-1 of the Investment Company Act of
1940. Currently under the Class A Plan, PFD is reimbursed for distribution
expenses in an amount of up to 0.25% of the Fund's average daily net assets
attributable to Class A shares. Pursuant to the Class B Plan and the Class C
Plan, the Fund pays PFD 1.00% of the average daily net assets attributable to
each class of shares. The fee consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class
C shares. Included in "Due to affiliates" reflected on the Statement of Assets
and Liabilities is $9,681 in distribution fees payable to PFD at March 31,
2008.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 18 months of purchase. Class B shares that are redeemed within five
years of purchase are subject to a CDSC at declining rates beginning at 4.00%,
based on the lower of cost or market value of shares being
35
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/08 (unaudited) (continued)
- --------------------------------------------------------------------------------
redeemed. Redemptions of Class C shares within one year of purchase are subject
to a CDSC of 1.00%. Proceeds from the CDSCs are paid to PFD. For the six months
ended March 31, 2008, CDSCs in the amount of $9,424 were paid to PFD.
5. Expense Offset Arrangements
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 March 31, 2008, the Fund's
expenses were reduced by $13,557 under such arrangements.
6. Line of Credit
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $200 million committed, unsecured
revolving line of credit facility. Borrowings are used solely for temporary or
emergency purposes. The Fund may borrow up to the lesser of $200 million or the
limits set by its prospectus for borrowings. Interest on collective borrowings
is payable at the Federal Funds Rate plus 1/2% on an annualized basis. The
Funds pay an annual commitment fee for this facility. The commitment fee is
allocated among such Funds based on their respective borrowing limits. For the
six months ended March 31, 2008, the Fund had no borrowings under this
agreement.
7. New Pronouncements
In September 2006, Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS 157), was issued and is effective for fiscal years
beginning after November 15, 2007. SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. Management is currently evaluating the impact the adoption of
SFAS 157 will have on the Fund's financial statement disclosures.
In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures
about Derivative Instruments and Hedging Activities (SFAS 161), was issued and
is effective for fiscal years beginning after November 15, 2008. SFAS 161
requires enhanced disclosures about an entity's derivative and hedging
activities. Management is currently evaluating the impact the adoption of SFAS
161 will have on the Fund's financial statement disclosures.
36
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
- --------------------------------------------------------------------------------
Pioneer Investment Management, Inc. (PIM) serves as the Fund's investment
adviser pursuant to an investment advisory agreement between PIM and the Fund.
The Trustees of the Fund, as required by law, determine annually whether to
continue the investment advisory agreement for the Fund.
In connection with their most recent consideration of the investment advisory
agreement for the Fund, the Trustees received and reviewed a substantial amount
of information provided by PIM in response to requests of the independent
Trustees and their independent legal counsel. The independent Trustees met on a
number of occasions with PIM and also separately with their independent legal
counsel to evaluate and discuss the information provided to them by PIM. At a
meeting held on November 13, 2007, based on their evaluation of the information
provided by PIM, the Trustees, including the independent Trustees voting
separately, unanimously approved the continuation of the investment advisory
agreement for another year.
In considering the continuation of the investment advisory agreement, the
Trustees considered various factors that they determined were relevant,
including the factors described below. The Trustees did not identify any single
factor as the controlling factor in determining to approve the continuation of
the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services provided
by PIM to the Fund, taking into account the investment objective and strategy
of the Fund and the information related to the Fund provided to the Trustees at
each quarterly meeting. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for
the Fund and its research process. The Trustees considered the resources of PIM
and the personnel of PIM who provide investment management services to the
Fund. They also considered PIM's compliance and legal resources and personnel.
In addition, the Trustees considered the other services that PIM provides to
the Fund under the investment advisory agreement and that, as administrator,
PIM is responsible for the administration of the Fund's business and other
affairs. It was noted that PIM supervises and monitors the performance of the
Fund's service providers and provides the Fund with personnel (including
officers) as are necessary
37
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (continued)
- --------------------------------------------------------------------------------
for the Fund's operations. The Trustees considered the fees paid to PIM for the
provision of such services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services provided by PIM to the Fund were satisfactory and
consistent with the terms of the investment advisory agreement.
Performance of the Fund
The Trustees considered the performance results of the Fund over various time
periods. They reviewed information comparing the Fund's performance with the
average performance of its peer group of funds as classified by Morningstar,
Inc. (Morningstar), an independent provider of investment company data, and
with the performance of the Fund's benchmark index. The Trustees considered
that the Fund's annualized total return was in the second quintile of its
Morningstar category for the one year period ended June 30, 2007 and in the
fifth quintile of its Morningstar category for the three and five year periods
ended June 30, 2007. (In all quintile rankings referred to throughout this
disclosure, first quintile is most favorable to the Fund's shareowners. Thus,
highest relative performance would be first quintile and lowest relative
expenses would also be first quintile.) The Trustees noted that investment
performance had improved and concluded that the investment performance of the
Fund was satisfactory.
Management Fee and Expenses
The Trustees considered information on the fees and expenses of the Fund in
comparison to the management fees of its peer group of funds as classified by
Morningstar and the expense ratios of a peer group of funds selected on the
basis of criteria determined by the independent Trustees for this purpose using
data provided by Strategic Insight Mutual Fund Research and Consulting, LLC
(Strategic Insight), an independent third party.
The Trustees considered that the Fund's management fee for the twelve months
ended June 30, 2007 was in the first quintile relative to the management fees
paid by other funds in its peer group Morningstar category for the comparable
period. The Trustees also considered that the Fund's expense ratio for the
twelve months ended June 30, 2007 was in the first quintile relative to its
Strategic Insight peer group. It was noted that PIM did not currently manage
any
38
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
accounts with an investment objective and strategies that were similar to the
Fund.
The Trustees concluded that the management fee payable by the Fund to PIM was
reasonable in relation to the nature and quality of services provided, taking
into account the fees charged by other advisers for managing comparable mutual
funds with similar strategies. The Trustees also concluded that the Fund's
expense ratio was reasonable, taking into account the size of the Fund, the
quality of services provided by PIM and the investment performance of the Fund.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Fund,
including the methodology used by PIM in allocating certain of its costs to the
management of the Fund. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Fund. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Fund in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
recognized that PIM should be entitled to earn a reasonable level of profit for
the services provided to the Fund. The Trustees concluded that PIM's
profitability with respect to the management of the Fund was not unreasonable.
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.
The Trustees considered that, although the Fund pays a management fee at a
fixed rate as a percentage of the Fund's net assets, without any breakpoints,
the management fee rate paid by the Fund for the twelve months ended June 30,
2007 was in the first quintile relative to the management fees paid by other
funds in its peer group Morningstar category for the comparable period and
that, on a hypothetical basis, such fee would remain in the first quintile
relative
39
Pioneer Mid Cap Growth Fund
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APPROVAL OF INVESTMENT ADVISORY AGREEMENT (continued)
- --------------------------------------------------------------------------------
to the peer group at higher asset levels. The Trustees concluded that, at
current and reasonably foreseeable asset levels, breakpoints in the management
fee were not currently necessary.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with
the Fund. The Trustees considered that affiliates of PIM serve as the Fund's
transfer agent and distributor. The Trustees considered the receipt by PIM and
its affiliates of sales loads and payments under Rule 12b-1 plans in respect of
the Fund and the other Pioneer funds and the benefits to PIM and its affiliates
from the use of "soft" commission dollars generated by the Fund to pay for
research and brokerage services. The Trustees further considered the intangible
benefits to PIM by virtue of its relationship with the Fund and the other
Pioneer funds. The Trustees concluded that the receipt of these benefits was
reasonable in the context of the overall relationship between PIM and the Fund.
Conclusion
After consideration of the factors described above as well as other factors,
the Trustees, including all of the independent Trustees, concluded that the
terms of the investment advisory agreement between PIM and the Fund, including
the fees payable thereunder, were fair and reasonable and voted to approve the
proposed continuation of the investment advisory agreement for the Fund.
40
Pioneer Mid Cap Growth Fund
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TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
David R. Bock Daniel K. Kingsbury, Executive
Mary K. Bush Vice President
Margaret B.W. Graham Mark E. Bradley, Treasurer
Daniel K. Kingsbury Dorothy E. Bourassa, Secretary
Thomas J. Perna
Marguerite A. Piret
Stephen K. West
John Winthrop
Investment Adviser and Administrator
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Bingham McCutchen 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 12-month period ended June 30 is publicly available to
shareowners at www.pioneerinvestments.com. This information is also available
on the Securities and Exchange Commission's web site at http://www.sec.gov.
41
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This page for your notes.
42
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This page for your notes.
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This page for your notes.
44
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HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: www.pioneerinvestments.com
Before investing consider the Fund's investment objectives, risks, charges and
expenses. Contact your advisor or Pioneer Investments for a prospectus
containing this information. Read it carefully.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the
Commission's web site at http://www.sec.gov. The filed form may also be viewed
and copied at the Commission's Public Reference Room in Washington, DC.
Information regarding the operations of the Public Reference Room may be
obtained by calling 1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
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.
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.
The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Mid Cap Growth Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date May 30, 2008
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 May 30, 2008
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date May 30, 2008
* Print the name and title of each signing officer under his or her signature.