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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 811-07525
Pioneer Mid Cap Growth Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: September 30
Date of reporting period: October 1, 2005 through March 31, 2006
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
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PIONEER
-----------------------
MID CAP
GROWTH
FUND
Semiannual
Report
3/31/06
[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 23
Notes to Financial Statements 31
Factors Considered by the Independent Trustees in Approving
the Management Contract 38
Trustees, Officers and Service Providers 44
President's
Dear Shareowners,
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There's a conundrum seen when observing the U.S. economy. In spite of sky high
oil prices and real estate prices starting to soften, the U.S. economy was on a
tear in the first quarter of 2006. Sizzling, roaring, and surging are terms
used recently in headlines to describe the current state of our economy.
Our nation's gross domestic product (GDP), the broadest measure of the
economy's strength, rose at an annual rate of 4.8% in the first quarter, the
fastest growth rate since the third quarter of 2003. Part of this growth is a
rebound from a soft fourth quarter, but there is also real underlying growth.
Business spending is up 14.3% as the caution of previous years is being
overcome by the need for equipment and technology. Consumers are doing their
part by pushing the sales of consumer durables up 20.6% through the purchase of
new household goods and luxury items.
It is difficult to project how long this growth will last, but most economists
tend to agree that it can do so as long as business and consumer demand
continues and inflation remains low.
Foreign markets are also faring well, benefiting from growth-oriented economic
policies, and world economic growth is becoming more broadly based. The
Japanese economy is expanding, and there are signs of a sustained recovery in
Europe. Growth in the emerging economies and developing nations remains solid,
with tremendous strength in China, India and Russia. Looking forward, we expect
strong growth to continue, yet we remain cautious.
Investor confidence, a favorable economic climate and healthy corporate
profitability and cash flow have helped global stock markets continue their
strong performance in 2006.
The broad U.S. stock market is doing extremely well thus far in 2006. Investors
seem to have grown accustomed to companies generally delivering on their
earnings promises, lessening anxiety in the marketplace. Investors are feeling
confident with stocks, especially those of mid-sized and small companies, which
have far outpaced large-cap stocks.
Yet, the Federal Reserve response to the strong economy in the first quarter
has been cautious, weighing whether further interest hikes are necessary.
2
Letter
This concerns some in the financial markets, who have grown accustomed to the
Fed confidently determining the movement of rates in the past.
The Treasury-bond market ended the first quarter with short- and long-term bond
yields almost equal - a flat yield curve. Although municipal-bond yields are
not quite flat, the difference between short- and long-term interest rates is
the smallest it has been since 1989. Even if the Fed's interest rate hikes end
soon, intermediate and long interest rates are still low relative to inflation.
In summary, the economy and financial markets in the U.S. are prospering and
the fundamentals remain, in our view, healthy going forward. However, there are
no guarantees in investing: we know from a long-view of history that sudden
shifts can occur with little warning. We need only look to the natural
disasters and political upheavals of 2005. As such, we continue to pursue our
philosophy in stock and bond portfolio management: global resources dedicated
to fundamental research in the pursuit of opportunities that offer an
attractive balance of risk and reward to help our shareowners grow their
assets.
Respectfully,
/s/ Osbert M. Hood
Osbert M. Hood, President
Pioneer Investment Management, Inc.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
3
Pioneer Mid Cap Growth Fund
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/06
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Investors continued to favor stocks over the past six months despite the
shadows cast by rising interest rates and high energy prices. In the pages that
follow, co-managers Christopher M. Galizio and Stephen A. Balter describe the
market background and the factors that affected performance during the first
half of the Fund's fiscal year.
Q: Please describe market conditions over the past six months and how they
affected mid-cap stocks.
A: Following last fall's decline, oil prices rebounded to near-record levels,
much to the consternation of motorists, homeowners and energy-intensive
companies. At the same time, the impact of the Federal Reserve Board's
repeated hikes in short-term interest rates is being felt in various
segments of the economy, and the red-hot housing market appears to be
cooling. Nevertheless, the continued expansion of the U.S. economy fueled
further corporate earnings growth, helping to push stock prices higher.
Mid-cap growth stocks, represented by the Russell Midcap Growth Index,
delivered strong results over the past six months, once again
outperforming large-cap growth issues, as measured by the performance of
the Russell 1000 Growth Index.
Q: How did the Fund perform against that background?
A: Pioneer Mid Cap Growth Fund's Class A shares had a total return of 9.04%,
at net asset value, for the six months ended March 31, 2006. The Russell
Midcap Growth Index, the Fund's benchmark, had a return of 11.32% for the
same period. During the period the average return of the 591 funds in
Lipper's Mid-Cap Growth category was 12.64%.
Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted 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 of your investment strategies most affected results?
A: For most of the period, the portfolio's energy holdings were significantly
underweighted, compared to our benchmark, accounting for much of the
Fund's performance shortfall compared to the index.
4
Pioneer Mid Cap Growth Fund
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To increase exposure in this sector, we added to energy holdings as
valuations became attractive. Massey Energy, a major coal producer appears
well-positioned to increase production as utilities, facing increased
costs for natural gas, elect to burn more coal. We also made opportunistic
purchases of oilfield services companies, including BJ Services, Patterson
Energy and Helmerich and Payne, when energy prices dipped temporarily.
Thus far, Massey has made a small contribution to results while shares of
Patterson have slipped. And when narrowing profit margins for refiners put
pressure on their stock prices, we purchased shares of Texas-based Tesoro
Petroleum, a large, independent refiner and marketer of petroleum
products.
Even after these moves, the portfolio's energy exposure remains below that
of the benchmark, reflecting our view that current high prices may be
unsustainable over the longer term. Housing issues helped performance
modestly over this period, despite rising mortgage rates.
Q: Which stocks contributed favorably over the period?
A: Vertex Pharmaceutical was the period's strongest contributor. Shares rose
on news of positive Phase II test results for VX 680, a new formulation
aimed at treating hepatitis C. Home Depot's acquisition of Fund holding
Hughes Supply, which services building contractors, also boosted results.
Mexican brewer Femsa Cerveza continued to benefit from its distribution
arrangement with the large European brewer Heineken.
In technology, shares of Webex Communications, makers of software for
interactive videoconferences, moved higher when Microsoft cancelled
previously announced plans to enter its business. Performance also
benefited from a rise in Macrovision, where new leadership is refining
product offerings. Investor perception of Macrovision has improved as the
company's anti-piracy software gains wider acceptance in the world of
digital media, including downloads of songs, movies and printed material.
Amdocs was another strong contributor. Amdocs, whose billing and support
services are designed to help telecom companies maintain good customer
relationships, has recently won some large contracts. Converging
communications technologies such as Internet TV may offer additional
business opportunities.
5
Pioneer Mid Cap Growth Fund
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/06 (continued)
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Q: What were some of the period's disappointments?
A: We eliminated Endo Pharmaceutical after a court reopened a patent case
challenging Endo's right to manufacture a generic version of pain-reliever
Oxycontin. We also sold Fossil, which designs and markets fashion-focused
watches and accessories through retail stores, and brands products for
private-label offerings. Sales in Europe continued to disappoint and
currency issues had a negative impact on earnings. We also dropped Avaya
from the portfolio. Avaya designs and builds corporate communications
networks and is active in Internet telephony. Increased sales and marketing
costs undercut expectations of widening profit margins.
And we sold long-time fund holding Symantec, makers of the Norton
Antivirus and other software for personal computers. Profits on software
to defend against viruses are shrinking as Internet providers offer these
services free to subscribers.
Q: What is your outlook for the economy and for mid-cap stocks in the months
ahead?
A: Long-term supply and demand projections do not appear to justify current
energy price levels, but for now expensive oil constitutes a threat to
corporate earnings. The same is true of higher interest rates and rising
costs for metals and other industrial commodities. While this scenario
presents a more challenging environment for investors, we continue to find
good investment possibilities through our bottom-up, company-by-company
approach to stock selection. As a result of that value-focused process, we
now hold heavier positions, compared to our index, in healthcare, a
traditional defensive sector, in consumer staples and in technology, where
several of our holdings are riding long-term trends. An example is Internet
television and telephony, both of which require large bandwidth and vastly
greater numbers of switches and routers compared to more static uses of the
Internet. We are also somewhat overweight among semiconductor makers.
Conversely, we are avoiding retail and other sectors where earnings tend to
wax and wane with the economy. Viewed more broadly, mid-cap stocks, because
they pursue narrower business goals, have historically been less vulnerable
to swings in the economy than large companies have been, with their wide,
sometimes global, exposure.
6
Pioneer Mid Cap Growth Fund
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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. The portfolio invests in
REIT securities, the value of which can fall for a variety of reasons such as
declines in rental income, poor property management, environmental liabilities,
uninsured damage, increased competition or changes in real estate tax laws.
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 3/31/06
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Portfolio Diversification
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(As a percentage of total investment portfolio)
U.S. Common Stocks 87.6%
Tempory Cash Investment 7.2%
Depositary Receipts for International Stocks 5.2%
Sector Distribution
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(As a percentage of equity holdings)
Information Technology 24.5%
Consumer Discretionary 21.4%
Health Care 21.4%
Industrials 10.5%
Energy 7.5%
Financials 6.5%
Consumer Staples 6.3%
Materials 1.3%
Utilities 0.9%
10 Largest Holdings
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(As a percentage of equity holdings)*
1. Macrovision Corp. 3.30%
2. Cooper Companies, Inc. 2.65
3. Fomento Economico Mexicano SA de CV 2.29
4. TJX Companies, Inc. 2.24
5. Juniper Networks, Inc. 2.16
6. American Standard Companies, Inc. 2.15
7. Abercrombie & Fitch Co. 2.02
8. The Timberland Co. 2.00
9. Liz Claiborne, Inc. 1.97
10. L-3 Communications Holdings, Inc. 1.83
*This list excludes temporary cash and derivative instruments. The portfolio is
actively managed, and current holdings may be different.
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 3/31/06 9/30/05
------- --------- --------
A $16.12 $15.34
B $13.76 $13.26
C $14.28 $13.72
Y $16.19 $15.37
Distributions Per Share
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10/1/05 - 3/31/06
---------------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
------- ---------- --------------- --------------
A $ - $0.0964 $0.4630
B $ - $0.0964 $0.4630
C $ - $0.0964 $0.4630
Y $ - $0.0964 $0.4630
9
Pioneer Mid Cap Growth Fund
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PERFORMANCE UPDATE 3/31/06 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.
Average Annual Total Returns
(As of March 31, 2006)
Public
Net Asset Offering
Period Value Price
10 Years 5.15% 4.53%
5 Years 4.58 3.34
1 Year 13.48 6.95
[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL.]
Value of $10,000 Investment
Mar-96 9425 10000
9235 10635
Mar-98 13204 15137
12012 16485
Mar-00 18515 29212
12453 15945
Mar-02 13123 16694
9454 12336
Mar-04 13645 18460
13729 19993
Mar-06 15579 24525
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Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
NAV results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. POP returns
reflect deduction of maximum 5.75% sales charge. All results are historical
and assume the reinvestment of dividends and capital gains. Other share
classes are available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during
the periods shown. Without such waivers Fund performance would be lower.
Waivers may not be in effect for all funds. Certain fee waivers are
contractual through a specified period. Otherwise, fee waivers can be
rescinded at any time. See the prospectus and financial statements for more
information.
The performance table and graph do not reflect the deduction of fees and
taxes that a shareowner would pay on Fund distributions or the redemption
of Fund shares.
The Russell Midcap 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 3/31/06 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.
Average Annual Total Returns
(As of March 31, 2006)
Period If Held If Redeemed
10 Years 3.88% 3.88%
5 Years 3.22 3.22
1 Year 12.04 8.04
[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL.]
Value of $10,000 Investment
Mar-96 10000 10000
9709 10635
Mar-98 13695 15137
12328 16485
Mar-00 18804 29212
12493 15945
Mar-02 12992 16694
9232 12336
Mar-04 13155 18460
13064 19993
Mar-06 14637 24525
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Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
"If Held" results represent the percent change in net asset value per
share. Returns would have been lower had sales charges been reflected. "If
Redeemed" returns reflect the deduction of applicable contingent deferred
sales charge (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.pioneerfunds.com/bshares.
All results are historical and assume the reinvestment of dividends and
capital gains. Other share classes are available for which performance and
expenses will differ.
Performance results reflect any applicable expense waivers in effect during
the periods shown. Without such waivers Fund performance would be lower.
Waivers may not be in effect for all funds. Certain fee waivers are
contractual through a specified period. Otherwise, fee waivers can be
rescinded at any time. See the prospectus and financial statements for more
information.
The performance table and graph do not reflect the deduction of fees and
taxes that a shareowner would pay on Fund distributions or the redemption
of Fund shares.
The Russell Midcap 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 3/31/06 CLASS C SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Growth Fund compared to that of the
Russell Midcap Growth Index.
Average Annual Total Returns
(As of March 31, 2006)
Period If Held If Redeemed
10 Years 4.07% 4.07%
5 Years 3.19 3.19
1 Year 12.25 12.25
[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL.]
Value of $10,000 Investment
Mar-96 10000 10000
9735 10635
Mar-98 13887 15137
12530 16485
Mar-00 19145 29212
12736 15945
Mar-02 13196 16694
9371 12336
Mar-04 13356 18460
13276 19993
Mar-06 14903 24525
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Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Class 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 3/31/06 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, 2006)
Period If Held If Redeemed
10 Years 5.20% 5.20%
5 Years 4.67 4.67
1 Year 13.88 13.88
[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL.]
Value of $10,000 Investment
Mar-96 10000 10000
9797 10635
Mar-98 14007 15137
12743 16485
Mar-00 19641 29212
13210 15945
Mar-02 13922 16694
10029 12336
Mar-04 14475 18460
14574 19993
Mar-06 16597 24525
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Call 1-800-225-6292 or visit www.pioneerfunds.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Performance for periods prior to the inception of Y shares reflects the NAV
performance of the Fund's A share. The performance dos not reflect
differences in expenses, including the Rule 12b-1 fees applicable to A
shares. Since the fees for A share are generally higher than those of Y
shares, the performances shown for Y Shares prior to their inception
(2/1/05) would have been higher. Class Y shares are not subject to sales
charges and are available for limited groups of eligible investors,
including institutional investors, All result in historical and assume the
reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during
the periods shown. Without such waivers Fund performance would be lower.
Waivers may not be in effect for all funds. Certain fee waivers are
contractual through a specified period. Otherwise, fee waivers can be
rescinded at any time. See the prospectus and financial statements for more
information.
The performance table and graph do not reflect the deduction of fees and
taxes that a shareowner would pay on Fund distributions or the redemption
of Fund shares.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap
growth stocks. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or
sales charges. You cannot invest directly in an index.
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, 2005 through March 31, 2006.
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 10/1/05
Ending Account Value $1,090.40 $1,083.30 $1,084.90 $1,092.90
On 3/31/06
Expenses Paid During Period* $ 4.79 $ 11.79 $ 10.76 $ 2.56
* Expenses are equal to the Fund's annualized expense ratio of 0.92%, 2.27%,
2.07% and 0.49% for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 182/365 (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, 2005 through March 31, 2006.
Share Class A B C Y
- ----------------------------------------------------------------------------------------
Beginning Account Value $1,000.00 $1,000.00 $1,000.00 $1,000.00
On 10/1/05
Ending Account Value $1,020.34 $1,013.61 $1,014.61 $1,022.49
On 3/31/06
Expenses Paid During Period* $ 4.63 $ 11.40 $ 10.40 $ 2.47
* Expenses are equal to the Fund's annualized expense ratio of 0.92%, 2.27%,
2.07% and 0.49% for Class A, Class B, Class C and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 182/365 (to reflect the one-half year period).
15
Pioneer Mid Cap Growth Fund
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SCHEDULE OF INVESTMENTS 3/31/06 (unaudited)
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 99.3%
Energy - 7.4%
Coal & Consumable Fuels - 1.4%
222,400 Massey Energy Co. $ 8,021,968
------------
Oil & Gas Drilling - 2.4%
105,600 Helmerich & Payne, Inc.* $ 7,372,992
206,900 Patterson Energy, Inc.* 6,612,524
------------
$ 13,985,516
------------
Oil & Gas Equipment & Services - 1.0%
158,900 BJ Services Co.* $ 5,497,940
------------
Oil & Gas Exploration & Production - 1.5%
198,800 Noble Affiliates, Inc.* $ 8,731,296
------------
Oil & Gas Refining & Marketing - 1.1%
91,300 Tesoro Petroleum Corp. $ 6,239,442
------------
Total Energy $ 42,476,162
------------
Materials - 1.3%
Diversified Metals & Mining - 1.3%
59,700 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 3,568,269
45,600 Phelps Dodge Corp. 3,672,168
------------
$ 7,240,437
------------
Total Materials $ 7,240,437
------------
Capital Goods - 8.3%
Aerospace & Defense - 1.8%
121,200 L-3 Communications Holdings, Inc. $ 10,397,748
------------
Building Products - 2.1%
284,500 American Standard Companies, Inc. $ 12,193,670
------------
Industrial Machinery - 4.4%
126,900 Dover Corp. $ 6,162,264
158,200 ITT Industries, Inc. 8,894,004
124,100 Parker Hannifin Corp. 10,003,701
------------
$ 25,059,969
------------
Total Capital Goods $ 47,651,387
------------
16 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Commercial Services & Supplies - 0.8%
Diversified Commercial Services - 0.8%
60,000 The Dun & Bradstreet Corp.* $ 4,600,800
------------
Total Commercial Services & Supplies $ 4,600,800
------------
Transportation - 1.3%
Airlines - 1.3%
421,800 Southwest Airlines Co. $ 7,588,182
------------
Total Transportation $ 7,588,182
------------
Consumer Durables & Apparel - 7.9%
Apparel, Accessories & Luxury Goods - 3.1%
117,800 Columbia Sportswear Co.*(b) $ 6,282,274
273,300 Liz Claiborne, Inc. 11,199,834
------------
$ 17,482,108
------------
Footwear - 2.0%
332,100 The Timberland Co.* $ 11,367,783
------------
Housewares & Specialties - 1.5%
105,900 Fortune Brands, Inc.* $ 8,538,717
------------
Leisure Products - 1.3%
141,400 Polaris Industries, Inc. $ 7,714,784
------------
Total Consumer Durables & Apparel $ 45,103,392
------------
Consumer Services - 3.9%
Education Services - 1.4%
211,200 Career Education Corp.* $ 7,968,576
------------
Restaurants - 2.5%
187,900 Rare Hospitality International, Inc.* $ 6,544,557
29,892 Tim Hortons, Inc.* 793,633
142,200 Tricon Global Restaurants, Inc. 6,947,892
------------
$ 14,286,082
------------
Total Consumer Services $ 22,254,658
------------
Media - 2.3%
Advertising - 1.0%
66,900 Omnicom Group $ 5,569,425
------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Publishing - 1.3%
138,100 Meredith Corp.* $ 7,704,599
------------
Total Media $ 13,274,024
------------
Retailing - 7.1%
Apparel Retail - 7.1%
197,000 Abercrombie & Fitch Co. $ 11,485,100
271,800 American Eagle Outfitters, Inc. 8,115,948
288,922 Ross Stores, Inc. 8,433,633
514,000 TJX Companies, Inc. 12,757,480
------------
$ 40,792,161
------------
Total Retailing $ 40,792,161
------------
Food & Drug Retailing - 1.6%
Hypermarkets & Supercenters - 1.6%
297,600 BJ'S Wholesale Club, Inc.* $ 9,377,376
------------
Total Food & Drug Retailing $ 9,377,376
------------
Food, Beverage & Tobacco - 3.5%
Distillers & Vintners - 1.2%
268,500 Constellation Brands, Inc.* $ 6,725,925
------------
Soft Drinks - 2.3%
142,200 Fomento Economico Mexicano SA de CV $ 13,034,052
------------
Total Food, Beverage & Tobacco $ 19,759,977
------------
Household & Personal Products - 1.2%
Personal Products - 1.2%
153,000 Alberto-Culver Co. (Class B) $ 6,767,190
------------
Total Household & Personal Products $ 6,767,190
------------
Health Care Equipment & Services - 12.6%
Health Care Equipment - 4.0%
278,900 Biomet, Inc. $ 9,906,528
362,500 Boston Scientific Corp.* 8,355,625
101,200 Waters Corp.* 4,366,780
------------
$ 22,628,933
------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Health Care Services - 4.4%
161,600 DaVita, Inc.* $ 9,729,936
346,300 IMS Health, Inc. 8,924,151
122,000 Quest Diagnostics, Inc. 6,258,600
------------
$ 24,912,687
------------
Health Care Supplies - 2.6%
278,500 Cooper Companies, Inc. $ 15,047,355
------------
Managed Health Care - 1.6%
174,600 Coventry Health Care, Inc.* $ 9,424,908
------------
Total Health Care Equipment & Services $ 72,013,883
------------
Pharmaceuticals & Biotechnology - 8.3%
Biotechnology - 4.4%
149,400 Charles River Laboratories International, Inc.* $ 7,323,588
389,300 Cubist Pharmaceuticals, Inc.* 8,942,221
242,300 Vertex Pharmaceuticals, Inc.* 8,865,757
------------
$ 25,131,566
------------
Pharmaceuticals - 3.9%
81,700 Barr Laboratorie, Inc.* $ 5,145,466
266,183 Par Pharmaceutical Co., Inc.*(b) 7,501,037
240,721 Teva Pharmaceutical Industries, Ltd. (b) 9,912,891
------------
$ 22,559,394
------------
Total Pharmaceuticals & Biotechnology $ 47,690,960
------------
Banks - 2.0%
Regional Banks - 1.0%
202,300 Synovus Financial Corp.* $ 5,480,307
------------
Thrifts & Mortgage Finance - 1.0%
123,700 The PMI Group, Inc. $ 5,680,304
------------
Total Banks $ 11,160,611
------------
Diversified Financials - 2.9%
Asset Management & Custody Banks - 1.7%
50,600 Affiliated Managers Group, Inc.*(b) $ 5,394,466
56,800 T. Rowe Price Associates, Inc. 4,442,328
------------
$ 9,836,794
------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Investment Banking & Brokerage - 1.2%
250,600 E*TRADE Group, Inc.* $ 6,761,188
------------
Total Diversified Financials $ 16,597,982
------------
Insurance - 1.6%
Multi-Line Insurance - 1.0%
165,800 Genworth Financial, Inc. $ 5,542,694
------------
Reinsurance - 0.6%
127,400 Platinum Underwriter Holdings, Ltd. $ 3,707,340
------------
Total Insurance $ 9,250,034
------------
Software & Services - 7.3%
Application Software - 1.4%
228,700 Amdocs, Ltd.* $ 8,246,922
------------
Internet Software & Services - 1.4%
234,300 WebEx Communications, Inc.*(b) $ 7,888,881
------------
Systems Software - 4.5%
330,400 BMC Software, Inc.* $ 7,156,464
846,100 Macrovision Corp.* 18,741,115
------------
$ 25,897,579
------------
Total Software & Services $ 42,033,382
------------
Technology Hardware & Equipment - 9.2%
Communications Equipment - 6.3%
100,350 F5 Networks, Inc.* $ 7,274,372
156,100 Harris Corp.* 7,381,968
643,400 Juniper Networks, Inc.* 12,301,808
252,500 Plantronics, Inc. 8,946,075
------------
$ 35,904,223
------------
Computer Hardware - 1.8%
434,800 Palm, Inc.*(b) $ 10,069,968
------------
Electronic Manufacturing Services - 1.1%
1,578,800 Sanmina-SCI Corp.* $ 6,473,080
------------
Total Technology Hardware & Equipment $ 52,447,271
------------
Semiconductors - 7.8%
Semiconductor Equipment - 0.9%
125,600 Lam Research Corp.* $ 5,400,800
------------
20 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Semiconductors - 6.9%
271,500 Freescale Semiconductor, Inc.*(b) $ 7,550,415
64,800 Himax Technologies, Inc. (A.D.R.)* 567,000
848,300 LSI Logic Corp.* 9,806,348
192,900 Microchip Technology 7,002,270
271,300 National Semiconductor Corp.* 7,552,992
272,400 Xilinx, Inc.*(b) 6,935,304
------------
$ 39,414,329
------------
Total Semiconductors $ 44,815,129
------------
Utilities - 1.0%
Independent Power Producer & Energy Traders - 1.0%
121,800 TXU Corp. $ 5,451,768
------------
Total Utilities $ 5,451,768
------------
TOTAL COMMON STOCKS
(Cost $502,461,437) $568,346,766
------------
TEMPORARY CASH INVESTMENT - 7.7%
Security Lending Collateral - 7.7%
43,781,873 Securities Lending Investment Fund, 4.67% $ 43,781,873
------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $43,781,873) $ 43,781,873
------------
TOTAL INVESTMENT IN SECURITIES - 107.0%
(Cost $546,243,310)(a) $612,128,639
------------
OTHER ASSETS AND LIABILITIES - (7.0)% $(39,773,558)
------------
TOTAL NET ASSETS - 100.0% $572,355,081
============
* Non-income producing security
(A.D.R.) American Depositary Receipt
(a) At March 31, 2006, the net unrealized gain on investments based on cost
for federal income tax purposes of $546,940,796 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $75,473,937
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (10,286,094)
-----------
Net unrealized gain $65,187,843
===========
The accompanying notes are an integral part of these financial statements. 21
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
(b) At March 31, 2006, the following securities were out on loan:
Shares Security Value
48,000 Affiliated Managers Group, Inc.* $ 5,117,280
105,110 Columbia Sportswear Co.* 5,605,516
257,000 Freescale Semiconductor, Inc.* 7,147,170
286,636 Palm, Inc.* 6,638,490
243,910 Par Pharmaceutical Co., Inc.* 6,873,384
227,321 Teva Pharmaceutical Industries, Ltd. 9,361,079
17,500 WebEx Communications, Inc.* 589,225
63,785 Xilinx, Inc.* 1,623,966
-----------
Total $42,956,110
===========
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended March 31, 2006 aggregated $346,562,110 and $374,049,212,
respectively.
22 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 3/31/06 (unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities, at value (including securities
loaned of $42,956,110) (cost $546,243,310) $612,128,639
Cash 4,063,959
Receivables -
Investment securities sold 9,469,253
Fund shares sold 261,060
Dividends, interest and foreign taxes withheld 147,490
Other 17,318
------------
Total assets $626,087,719
------------
LIABILITIES:
Payables -
Investment securities purchased $ 9,441,450
Fund shares repurchased 281,154
Upon return of securities loaned 43,781,873
Due to affiliates 115,445
Accrued expenses 112,716
------------
Total liabilities $ 53,732,638
------------
NET ASSETS:
Paid-in capital $493,508,420
Distributions in excess of net investment income (1,002,331)
Accumulated net realized gain on investments 13,963,663
Net unrealized gain on investments 65,885,329
------------
Total net assets $572,355,081
============
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $508,692,898/31,553,571 shares) $ 16.12
============
Class B (based on $25,269,020/1,836,595 shares) $ 13.76
============
Class C (based on $12,108,685/848,082 shares) $ 14.28
============
Class Y (based on $26,284,478/1,623,404 shares) $ 16.19
============
MAXIMUM OFFERING PRICE:
Class A ($16.12 [divided by] 94.25% ) $ 17.10
============
The accompanying notes are an integral part of these financial statements. 23
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/06
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $2,784) $1,550,081
Interest 145,106
Income from securities loaned, net 17,895
----------
Total investment income $ 1,713,082
-----------
EXPENSES:
Management fees
Basic Fee $1,722,880
Performance Adjustment (559,002)
Transfer agent fees and expenses
Class A 525,605
Class B 95,903
Class C 33,314
Class Y 392
Distribution fees
Class A 542,681
Class B 123,277
Class C 57,274
Administrative reimbursements 51,672
Custodian fees 21,476
Registration fees 34,348
Professional fees 24,965
Printing expense 33,488
Fees and expenses of nonaffiliated trustees 8,736
Miscellaneous 6,105
----------
Total expenses $ 2,723,114
Less fees paid indirectly (7,701)
-----------
Net expenses $ 2,715,413
-----------
Net investment loss $(1,002,331)
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $24,302,877
Change in net unrealized gain on investments 25,045,119
-----------
Net gain on investments $49,347,996
-----------
Net increase in net assets resulting from operations $48,345,665
===========
24 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 3/31/06 and the Year Ended 9/30/05
Six Months
Ended
3/31/06 Year Ended
(unaudited) 9/30/05
FROM OPERATIONS:
Net investment loss $ (1,002,331) $ (1,260,005)
Net realized gain on investments 24,302,877 102,418,309
Change in net unrealized gain (loss) on investments 25,045,119 (38,193,212)
------------- --------------
Net increase in net assets resulting from
operations $ 48,345,665 $ 62,965,092
------------- --------------
DISTRIBUTIONS TO SHAREOWNERS:
Net realized gain:
Class A ($0.56 and $0.00 per share, respectively) $ (17,966,208) $ -
Class B ($0.56 and $0.00 per share, respectively) (1,043,154) -
Class C ($0.56 and $0.00 per share, respectively) (457,496) -
Class Y ($0.56 and $0.00 per share, respectively) (749,675) -
------------- --------------
Total distributions to shareowners $ (20,216,533) $ -
------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 34,146,809 $ 35,183,354
Reinvestment of distributions 18,952,516 -
Cost of shares repurchased (55,363,360) (110,244,258)
------------- --------------
Net decrease in net assets resulting from
Fund share transactions $ (2,264,035) $ (75,060,904)
------------- --------------
Net increase (decrease) in net assets $ 25,865,097 $ (12,095,812)
NET ASSETS:
Beginning of period $ 546,489,984 $ 558,585,796
------------- --------------
End of period (including distributions in excess of
net investment income of $(1,002,331) and
undistributed net investment income of $0) $ 572,355,081 $ 546,489,984
============= ==============
The accompanying notes are an integral part of these financial statements. 25
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
'06 Shares '06 Amount
(unaudited) (unaudited) '05 Shares '05 Amount
CLASS A
Shares sold 742,668 $ 11,394,029 1,487,206 $ 21,875,007
Reinvestment of distributions 1,135,330 16,871,000 - -
Less shares repurchased (3,159,673) (48,265,793) (6,399,310) (94,028,381)
---------- ------------- ---------- -------------
Net decrease (1,281,675) $ (20,000,764) (4,912,104) $ (72,153,374)
---------- ------------- ---------- -------------
CLASS B
Shares sold 154,521 $ 2,038,271 346,432 $ 4,413,363
Reinvestment of distributions 76,500 974,615 - -
Less shares repurchased (365,394) (4,795,352) (815,739) (10,388,568)
---------- ------------- ---------- -------------
Net decrease (134,373) $ (1,782,466) (469,307) $ (5,975,205)
---------- ------------- ---------- -------------
CLASS C
Shares sold 95,260 $ 1,295,443 268,165 $ 3,535,986
Reinvestment of distributions 31,778 419,791 - -
Less shares repurchased (119,222) (1,618,838) (428,694) (5,651,238)
---------- ------------- ---------- -------------
Net increase (decrease) 7,816 $ 96,396 (160,529) $ (2,115,252)
---------- ------------- ---------- -------------
CLASS Y
Shares sold 1,287,026 $ 19,419,066 346,059 $ 5,358,998
Reinvestment of distributions 46,115 687,110 - -
Less shares repurchased (44,301) (683,377) (11,495) (176,071)
---------- ------------- ---------- -------------
Net increase 1,288,840 $ 19,422,799 334,564 $ 5,182,927
---------- ------------- ---------- -------------
26 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/06 Year Ended Year Ended
(unaudited) 9/30/05 9/30/04
CLASS A
Net asset value, beginning of period $ 15.34 $ 13.69 $ 12.68
-------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.02) $ (0.02) $ (0.06)
Net realized and unrealized gain (loss) on investments 1.36 1.67 1.07
-------- -------- --------
Net increase (decrease) from investment operations $ 1.34 $ 1.65 $ 1.01
Distributions to shareowners:
Net realized loss (0.56) - -
-------- -------- --------
Net increase (decrease) in net asset value $ 0.78 $ 1.65 $ 1.01
-------- -------- --------
Net asset value, end of period $ 16.12 $ 15.34 $ 13.69
======== ======== ========
Total return* 9.04% 12.05% 7.97%
Ratio of net expenses to average net assets+ 0.92%** 0.90% 0.90%
Ratio of net investment loss to average net assets+ (0.30)%** (0.14)% (0.44)%
Portfolio turnover rate 127%** 115% 98%
Net assets, end of period (in thousands) $508,693 $503,683 $516,935
Ratios with reduction for fees paid indirectly:
Net expenses 0.92%** 0.90% 0.90%
Net investment loss (0.30)%** (0.14)% (0.44)%
Year Ended Year Ended Year Ended
9/30/03 9/30/02 9/30/01
CLASS A
Net asset value, beginning of period $ 9.65 $ 11.61 $ 23.15
-------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.05) $ (0.06) $ (0.03)
Net realized and unrealized gain (loss) on investments 3.08 (1.90) (8.39)
-------- -------- --------
Net increase (decrease) from investment operations $ 3.03 $ (1.96) $ (8.42)
Distributions to shareowners:
Net realized loss - - (3.12)
-------- -------- --------
Net increase (decrease) in net asset value $ 3.03 $ (1.96) $ (11.54)
-------- -------- --------
Net asset value, end of period $ 12.68 $ 9.65 $ 11.61
======== ======== ========
Total return* 31.40% (16.88)% (40.26)%
Ratio of net expenses to average net assets+ 0.97% 0.94% 0.87%
Ratio of net investment loss to average net assets+ (0.46)% (0.45)% (0.23)%
Portfolio turnover rate 52% 48% 65%
Net assets, end of period (in thousands) $522,269 $424,613 $569,070
Ratios with reduction for fees paid indirectly:
Net expenses 0.96% 0.93% 0.85%
Net investment loss (0.45)% (0.44)% (0.21)%
* 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.
The accompanying notes are an integral part of these financial statements. 27
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/06 Year Ended Year Ended
(unaudited) 9/30/05 9/30/04
CLASS B
Net asset value, beginning of period $ 13.26 $ 11.99 $ 11.24
------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.11) $ (0.20) $ (0.24)
Net realized and unrealized gain (loss) on investments 1.17 1.47 0.99
------- ------- -------
Net increase (decrease) from investment operations $ 1.06 $ 1.27 $ 0.75
Distributions to shareowners:
Net realized loss (0.56) - -
------- ------- -------
Net increase (decrease) in net asset value $ 0.50 $ 1.27 $ 0.75
------- ------- -------
Net asset value, end of period $ 13.76 $ 13.26 $ 11.99
======= ======= =======
Total return* 8.33% 10.59% 6.67%
Ratio of net expenses to average net assets+ 2.27%** 2.16% 2.18%
Ratio of net investment loss to average net assets+ (1.65)%** (1.41)% (1.72)%
Portfolio turnover rate 127%** 115% 98%
Net assets, end of period (in thousands) $25,269 $26,132 $29,247
Ratios with reduction for fees paid indirectly:
Net expenses 2.26%** 2.15% 2.17%
Net investment loss (1.64)%** (1.40)% (1.71)%
Year Ended Year Ended Year Ended
9/30/03 9/30/02 9/30/01
CLASS B
Net asset value, beginning of period $ 8.66 $ 10.58 $ 21.68
------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.16) $ (0.25) $ (0.22)
Net realized and unrealized gain (loss) on investments 2.74 (1.67) (7.76)
------- ------- -------
Net increase (decrease) from investment operations $ 2.58 $ (1.92) $ (7.98)
Distributions to shareowners:
Net realized loss - - (3.12)
------- ------- -------
Net increase (decrease) in net asset value $ 2.58 $ (1.92) $(11.10)
------- ------- -------
Net asset value, end of period $ 11.24 $ 8.66 $ 10.58
======= ======= =======
Total return* 29.79% (18.15)% (41.08)%
Ratio of net expenses to average net assets+ 2.30% 2.31% 2.01%
Ratio of net investment loss to average net assets+ (1.79)% (1.83)% (1.35)%
Portfolio turnover rate 52% 48% 65%
Net assets, end of period (in thousands) $31,392 $20,970 $30,143
Ratios with reduction for fees paid indirectly:
Net expenses 2.29% 2.29% 1.99%
Net investment loss (1.78)% (1.81)% (1.33)%
* 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.
28 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
3/31/06 Year Ended Year Ended
(unaudited) 9/30/05 9/30/04
CLASS C
Net asset value, beginning of period $ 13.72 $ 12.39 $ 11.60
------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.10) $ (0.18) $ (0.29)
Net realized and unrealized gain (loss) on investments 1.22 1.51 1.08
------- ------- -------
Net increase (decrease) from investment operations $ 1.12 $ 1.33 $ 0.79
Distributions to shareowners:
Net realized loss (0.56) - -
------- ------- -------
Net increase (decrease) in net asset value $ 0.56 $ 1.33 $ 0.79
------- ------- -------
Net asset value, end of period $ 14.28 $ 13.72 $ 12.39
======= ======= =======
Total return* 8.49% 10.73% 6.81%
Ratio of net expenses to average net assets+ 2.07%** 2.05% 1.95%
Ratio of net investment loss to average net assets+ (1.45)%** (1.29)% (1.48)%
Portfolio turnover rate 127%** 115% 98%
Net assets, end of period (in thousands) $12,109 $11,532 $12,405
Ratios with reduction for fees paid indirectly:
Net expenses 2.06%** 2.04% 1.95%
Net investment loss (1.44)%** (1.28)% (1.48)%
Year Ended Year Ended Year Ended
9/30/03 9/30/02 9/30/01
CLASS C
Net asset value, beginning of period $ 8.96 $ 10.96 $ 22.32
------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.10) $ (0.16) $ (0.22)
Net realized and unrealized gain (loss) on investments 2.74 (1.84) (8.02)
------- ------- -------
Net increase (decrease) from investment operations $ 2.64 $ (2.00) $ (8.24)
Distributions to shareowners:
Net realized loss - - (3.12)
------- ------- -------
Net increase (decrease) in net asset value $ 2.64 $ (2.00) $(11.36)
------- ------- -------
Net asset value, end of period $ 11.60 $ 8.96 $ 10.96
======= ======= =======
Total return* 29.46% (18.25)% (41.07)%
Ratio of net expenses to average net assets+ 2.26% 2.56% 2.18%
Ratio of net investment loss to average net assets+ (1.75)% (2.08)% (1.53)%
Portfolio turnover rate 52% 48% 65%
Net assets, end of period (in thousands) $18,155 $ 7,762 $ 5,641
Ratios with reduction for fees paid indirectly:
Net expenses 2.25% 2.50% 2.13%
Net investment loss (1.74)% (2.02)% (1.48)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period and no sales
charges.
Total return would be reduced if sales charges were taken into account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 29
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended 2/1/05 (a)
3/31/06 to
(unaudited) 9/30/05
CLASS Y
Net asset value, beginning of period $ 15.37 $ 14.72
------- -------
Increase from investment operations:
Net investment income $ 0.01 $ 0.01
Net realized and unrealized gain on investments 1.37 0.64
------- -------
Net increase from investment operations $ 1.38 $ 0.65
Distributions to shareowners:
Net realized loss (0.56) -
------- -------
Net increase in net asset value $ 0.82 $ 0.65
------- -------
Net asset value, end of period $ 16.19 $ 15.37
======= =======
Total return* 9.29% 4.42%(b)
Ratio of net expenses to average net assets+ 0.49%** 0.51%**
Ratio of net investment income to average
net assets+ 0.14%** 0.28%**
Portfolio turnover rate 127%** 115%(b)
Net assets, end of period (in thousands) $26,284 $ 5,143
Ratios with reduction for fees paid indirectly:
Net expenses 0.49%** 0.51%**
Net investment income 0.14%** 0.28%**
(a) Class Y shares were first publicly offered on February 1, 2005.
(b) Not annualized.
* 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.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
30 The accompanying notes are an integral part of these financial statements.
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/06 (unaudited)
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Mid Cap Growth Fund (the Fund) is a Delaware statutory trust registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to seek capital
growth.
The Fund offers 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. The
following is a summary of significant accounting policies followed by the Fund
in the preparation of its financial statements, which are consistent with those
policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value
of the Fund is computed once daily, on each day the New York Stock
Exchange (NYSE) is open, as of the close of regular trading on the NYSE.
In computing the net asset value, securities are valued at the last sale
price on the principal exchange where they are traded. Securities that
have not traded on the date of 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
31
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
NYSE. The values of such securities used in computing the net asset value
of the Fund's shares are determined as of such times. The Fund also may
use the fair value of a security including a non U.S. security when the
closing market price on the principal exchange where the security is
traded no longer reflects the value of the security. At March 31, 2006
there were no securities fair valued. Temporary cash investments are
valued at amortized cost.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in 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.
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making it more
susceptible to any economic, political or regulatory developments or other
risks affecting these industries or sectors. Information regarding the
Fund's principal investment risks is contained in the Fund's
prospectus(es). Please refer to those documents when considering the
Fund's investment risks.
B. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions represent,
among other things, the net realized gains and losses on foreign currency
contracts, disposition of foreign currencies and the difference between
the amount of income accrued and the U.S. dollars actually received.
Further, the effects of changes in foreign currency exchange rates on
investments are not segregated in the statement of operations from the
effects of changes in market price of those securities but are included
with the net realized and unrealized gain or loss on investment.
32
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
C. 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, 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, 2006, there were no open futures contracts.
D. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income and net realized capital gains, if
any, to its shareowners. Therefore, no federal income tax provision is
required.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Fund's distributions may
be shown in the accompanying financial statements as either from or in
excess of net investment income or net realized gain on investment
transactions, or from paid-in-capital, depending on the type of book/tax
differences that may exist.
The tax character of current year distributions will be determined at the
end of the current fiscal year. There were no distributions paid during
the year ended September 30, 2005.
33
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
The following shows the components of distributable earnings on a federal
income tax basis at September 30, 2005.
- -----------------------------------------------------------------------------
2005
- -----------------------------------------------------------------------------
Accumulated long-term gain $10,574,805
Unrealized appreciation 40,142,724
-----------
Total $50,717,529
===========
- -----------------------------------------------------------------------------
The difference between book-basis and tax-basis unrealized appre
ciation is attributable to the tax deferral of losses on wash sales.
E. 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 $21,086 in underwriting commissions on
the sale of Class A shares during the six months ended March 31, 2006.
F. Class Allocations
Distribution fees are calculated based on the average daily net asset
value attributable to Class A, Class B and Class C shares of the Fund,
respectively. Class Y shares are not subject to a distribution plan (see
Note 4). Shareowners of each class share all expenses and fees paid to the
transfer agent, Pioneer Investment Management Shareholder Services, Inc.
(PIMSS), for its services, which are allocated based on the number of
accounts in each class and the ratable allocation of related out-of-pocket
expenses (see Note 3). Income, common expenses and realized and unrealized
gains and losses are calculated at the Fund level and allocated daily to
each class of shares based on the respective percentage of adjusted net
assets at the beginning of the day.
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B and Class C shares can bear different
transfer agent and distribution fees.
34
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
G. Securities Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors, with the Fund's custodian acting as the
lending agent. When entering into a loan, the Fund receives collateral,
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Fund also continues to receive interest or
payments in lieu of dividends on the securities loaned. Gain or loss on
the fair value of the loaned securities that may occur during the term of
the loan will be for the account of the Fund. The loans are secured by
collateral of at least 102% at all times, of the fair value of the
securities loaned. The amount of collateral will be adjusted daily to
reflect any price fluctuation in the value of loaned securities. The Fund
has the right under the lending agreements to recover the securities on
loan from the borrower on demand. The Fund invests cash collateral in the
Securities Lending Investment Fund, which is sponsored by Brown Brothers
Harriman & Co., the Fund's custodian.
H. 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 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% (a "ceiling" and a
35
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
"floor") applied to average assets during the current month. Effective August
1, 2004 PIM commenced a voluntary waiver of the minimum fee provision (the
"floor"), but may reimpose it in the future. Pursuant to a shareowner vote on
April 17, 2003 the benchmark was changed from the Standard & Poor's (S&P)
MidCap 400 Index effective May 1, 2003; however the S&P MidCap 400 Index will
be used for monthly periods prior to May 1, 2003 until it is eventually phased
out. For the six months ended March 31, 2006, the aggregate performance
adjustment resulted in a reduction to the basic fee of $559,002. For the six
months ended March 31, 2006, the management fee was equivalent to a rate of
0.42% of average daily net assets.
In addition, under the management and administrative agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At March 31, 2006, $7,572 was payable to PIM
related to management fees, administrative costs and certain other services,
and is included in due to affiliates.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in due to affiliates is $103,783 in transfer agent
fees payable to PIMSS at March 31, 2006.
4. Distribution Plan
The Fund adopted a Plan of Distribution for each class of shares (Class A Plan,
Class B Plan and Class C Plan) in accordance with Rule 12b-1 of the Investment
Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service
fee of up to 0.25% of the Fund's average daily net assets attributable to Class
A shares in reimbursement of its actual expenditures to finance activities
primarily intended to result in the sale of Class A shares. Pursuant to the
Class B Plan and the Class C Plan, the Fund pays PFD 1.00% of the average daily
net assets attributable to each class of shares. The fee consists of a 0.25%
service fee and a 0.75% distribution fee paid as compensation for personal
services and/or account maintenance services or distribution services with
regard to Class B and Class C shares. Included in due to affiliates is $4,090
in distribution fees payable to PFD at March 31, 2006.
36
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). Effective February 1,
2004, a CDSC of 1.00% may be imposed on redemptions of certain net asset value
purchases of Class A shares within 18 months of purchase (12 months for shares
purchased prior to February 1, 2004). Class B shares subscribed on or after
December 1, 2004 that are redeemed within five years of purchase are subject to
a CDSC at declining rates beginning at 4.00%, based on the lower of cost or
market value of shares being redeemed. Shares purchased prior to December 1,
2004, remain subject to the CDSC in effect at the time those shares were
purchased. 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, 2006, CDSCs in the amount of $24,597 were paid to
PFD.
5. Commission Recapture and Expense Offset Arrangements
The Fund has entered into commission recapture arrangements with brokers with
whom PIM places trades on behalf of the Fund where they provide services to the
Fund in addition to trade execution. These services included payments of
certain expenses on behalf of the Fund. As of March 31, 2006, expenses have not
been reduced by this agreement. In addition, the Fund has entered into certain
expense offset arrangements with PIMSS resulting in a reduction in the Fund's
total expenses due to interest earned on cash held by PIMSS. For the six months
ended March 31, 2006, the Fund's expenses were reduced by $7,701 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 $50 million committed, unsecured
revolving line of credit facility. Borrowings are used solely for temporary or
emergency purposes. The Fund may borrow up to the lesser of $50 million or the
limits set by its prospectus for borrowings. Interest on collective borrowings
is payable at the Federal Funds Rate plus 1/2% on an annualized basis. The
Funds pay an annual commitment fee for this facility. The commitment fee is
allocated among such Funds based on their respective borrowing limits. For the
six months ended March 31, 2006, the Fund had no borrowings under this
agreement.
37
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT
- --------------------------------------------------------------------------------
The Investment Company Act of 1940 requires that both the Board of Trustees and
a majority of the Independent Trustees (collectively "the Trustees") voting
separately annually approve the Fund's management contract (the "Management
Contract"). The Trustees have determined that the terms of the Management
Contract are fair and reasonable and that renewal of the contract will enable
the Fund to receive quality investment advisory services at a cost deemed
reasonable and is in the best interests of the Fund and its shareholders. In
making such determinations, the Independent Trustees relied upon the assistance
of counsel to the Independent Trustees and counsel to the Fund.
Throughout the year, the Independent Trustees regularly met in executive
session separately from the Interested Trustees of the Fund and any officer of
Pioneer Investment Management, Inc., the Fund's adviser (the "Investment
Adviser"), or its affiliates. While the Trustees, including the Independent
Trustees, act on all major matters relating to the Fund, a significant portion
of the activities of the Board of Trustees (including certain of those
described herein) is conducted through committees, the members of which are
comprised exclusively of Independent Trustees. Such committee meetings are
attended by officers of the Fund or the Investment Adviser to the extent
requested by the members of the committee.
In evaluating the Management Contract, the Trustees conducted a review that was
specifically focused upon the renewal of the Management Contract, and relied
upon their knowledge, resulting from their meetings throughout the year, of the
Investment Adviser, its services and the Fund. Both in meetings specifically
dedicated to renewal of the Management Contract and at other meetings during
the course of the year, the Trustees, including the Independent Trustees,
received materials relating to the Investment Adviser's investment and
management services under the Management Contract. These materials included (i)
information on the investment performance of the Fund, a peer group of funds
and an index, in each case selected by the Independent Trustees for this
purpose, (ii) sales and redemption data in respect of the Fund, (iii) the
general investment outlook in the markets in which the Fund invests, (iv)
arrangements in respect of the distribution of the Fund's shares, (v) the
procedures employed to determine the value of each of the Fund's assets, (vi)
the Investment Adviser's management of the relationships with the Fund's
unaffiliated service providers, (vii) the record of compliance with the Fund's
investment policies and restrictions and with the Fund's Code of Ethics and
38
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the structure and responsibilities of the Investment Adviser's compliance
department, (viii) the nature, cost and character of non-investment management
services provided by the Investment Adviser and its affiliates and (ix) the
disclosures included in the Fund's prospectuses and reports to shareholders.
Specifically in connection with the Independent Trustees' review of the
Management Contract, the Independent Trustees requested and the Investment
Adviser provided additional information in order to evaluate the quality of the
Investment Adviser's services and the reasonableness of the fee under the
Management Contract. Among other items, this information included data or
analyses of (1) investment performance for one, three, five and ten year
periods for the Fund and a peer group selected by the Independent Trustees for
this purpose, (2) management fees incurred by a peer group of funds selected by
the Independent Trustees for this purpose, (3) the advisory fees of comparable
portfolios of other clients of the Investment Adviser, (4) expense ratios for
the Fund and a peer group of funds selected by the Independent Trustees for
this purpose, (5) the overall organization of the Investment Adviser, (6) the
Investment Adviser's financial results and condition, including its and certain
of its affiliates profitability from services performed for the Fund, (7)
transfer agency fees and administrative reimbursements paid to the Investment
Adviser or affiliates, (8) investment management staffing, and (9) operating
expenses paid to third parties. The Trustees also reviewed information
regarding the potential for each of the Fund and the Investment Adviser to
benefit from further economies of scale in the management of the Fund in light
of reasonable growth expectations for the Fund and certain of the Fund's
expenses that are not incurred as fees based on a percentage of net assets.
The following summarizes factors considered by the Trustees in connection with
reviewing the information described above and their renewal of the Fund's
Management Contract. The Trustees did not identify any single factor as
all-important or controlling, and the summary does not detail all the matters
that were considered.
A. Ancillary Benefits to Shareholders. The Trustees considered the benefits to
shareholders of investing in a Fund that is part of a large number of
investment companies offering a variety of investment disciplines and
providing for a large variety of Fund and shareholder services.
39
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT (continued)
- --------------------------------------------------------------------------------
B. Compliance and Investment Performance. The Trustees determined that the
Investment Adviser had policies and systems reasonably designed to achieve
compliance with the Fund's investment objective and regulatory
requirements. The Trustees also reviewed the Fund's investment
performance, as well as the Fund's performance based upon total return
compared to both the performance of a peer group and the results of an
index, in each case selected by the Independent Trustees for this purpose.
The Fund's performance based upon total return was in the fourth quintile
of the peer group for the 12 months ended June 30, 2005, the fifth
quintile of the peer group for the three years ended June 30, 2005, the
third quintile for the five years ended June 30, 2005 and the fifth
quintile for the ten year period ended June 30, 2005. (In all quintile
rankings referred to throughout this discussion first quintile is most
favorable to the Fund's shareholders. Thus, highest relative performance
would be first quintile and lowest relative expenses also would be first
quintile.)
C. The Investment Adviser's Personnel and Methods. The Trustees reviewed the
background of members of the team responsible for the daily management of
the Fund and the Fund's investment objective and discipline. The
Independent Trustees also have had discussions with senior management of
the Investment Adviser responsible for investment operations and the
senior management of the Investment Adviser's equities group. Among other
things, the Trustees considered the number, education and experience of
the Investment Adviser's investment staff and their use of technology and
emphasis on analytics in view of the risk profile of securities in which
the Fund invests. The Trustees concluded that the Investment Adviser had
the quality and depth of personnel and the well-developed methods
essential to per forming its duties under the Management Contract.
D. Nature and Quality of Other Services. The Trustees considered the nature,
quality, cost and extent of other services provided to shareholders of the
Fund, including administrative and shareholder services per formed by the
Investment Adviser under the Management Contract. The Trustees also
considered the reasonableness of the arrangements for reimbursement of the
Investment Adviser's out-of-pocket costs and expenses, including overhead,
for certain administrative services that the Investment Adviser is not
required
40
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
to provide under the Management Contract. The Trustees also considered the
nature and extent of the other services provided by the Investment
Adviser's affiliates under other contracts and its supervision of third
party service providers. Based on these considerations, the Trustees
concluded that the nature, quality, cost and extent of such services are
satisfactory and reliable and serve the shareholders of the Fund well.
E. Management Fee and Expenses. The Trustees considered the Investment
Adviser's fee under the Management Contract relative to the management fees
charged by a peer group of funds selected by the Independent Trustees for
this purpose using data provided by an independent third party. The Fund's
management fee for the 12 months ended June 30, 2005 was in the first
quintile relative to the management fees paid by the other funds in that
peer group for the comparable period. The Trustees also considered that the
performance fee structure aligned the interests of shareholders and the
Investment Adviser. The Trustee noted that the Investment Adviser was
waiving the floor on the management fee but did not take that into
consideration in evaluating the contract. The Trustees determined that the
fee under the Management Contract was reasonable and fair in light of both
the overall nature and quality of services provided by the Investment
Adviser and the fees charged by the funds in the peer group. The Trustees
also considered the Fund's expense ratio and expense ratios of a peer group
of funds selected by the Independent Trustees for this purpose. The Fund's
expense ratio for the 12 months ended June 30, 2005 was in the first
quintile of the applicable peer group for the most recent fiscal year of
the peer group for the comparable period. The Trustees concluded that the
Fund's overall expense ratio was lower than that of comparable funds.
F. Profitability. The Trustees considered the level of the Investment
Adviser's profits with respect to the management of the Pioneer Funds,
including details with respect to the Fund. This consideration included a
review of the Investment Adviser's methodology in allocating certain of its
costs to the management of each Fund. The Trustees also considered the
financial results realized by the Investment Adviser in connection with the
operation of the Fund. They further considered the profits realized by the
Investment Adviser and its affiliates from non-fund businesses that may
benefit from or
41
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN
APPROVING THE MANAGEMENT CONTRACT (continued)
- --------------------------------------------------------------------------------
be related to the Fund's business. The Trustees considered the Investment
Adviser's profit margins in comparison with the limited available industry
data. The Trustees concluded that the Investment Adviser's profits from
management of the Pioneer Funds, including the financial results derived
from the Fund, bear a reasonable relationship to the services rendered and
are fair for the management of the Fund.
G. Economies of Scale. The Trustees considered the economies of scale with
respect to the management of the Fund, whether the Fund had appropriately
benefited from any economies of scale, and whether there was potential for
realization of any further economies of scale. Because the performance
adjusted management fee was in the first quartile of the peer group, the
Trustees determined that break points were not needed at this time.
H. Other Benefits to the Investment Adviser. The Trustees also considered the
character and amount of fees paid by the Fund, other than under the
Management Contract, for services provided by the Investment Adviser and
affiliates, including fees for services such as shareholder services. The
Trustees also considered the receipt of sales loads and payments under
Rule 12b-1 plans in respect of the Pioneer Funds (including the Fund), and
benefits to the Investment Adviser from the use of "soft" commission
dollars to pay for research services. The Trustees further considered the
revenues and profitability of the Investment Adviser's businesses other
than the fund business, including the Investment Adviser's institutional
investment advisory business. The Trustees considered the intangible
benefits that accrue to the Investment Adviser and its affiliates by
virtue of its relationship with the Fund and the Pioneer Funds as a group.
The Trustees concluded that all these types of benefits accruing to the
Investment Adviser were reasonable in the context of the overall
relationship between the Investment Adviser and the Fund.
42
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Conclusion. The Trustees, in light of the Investment Adviser's overall
performance, considered it appropriate to continue to retain the management
services of the Investment Adviser. Based on their evaluation of all material
factors deemed relevant and the advice of independent counsel, the Trustees
concluded that the Management Contract with the Fund is fair and reasonable and
voted to approve the continuation of the Management Contract for another year.
43
Pioneer Mid Cap Growth Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
David R. Bock Osbert M. Hood, Executive
Mary K. Bush Vice President
Margaret B.W. Graham Vincent Nave, Treasurer
Osbert M. Hood Dorothy E. Bourassa, Secretary
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
Wilmer Cutler Pickering Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.pioneerfunds.com. This information is also available on the
Securities and Exchange Commission's web site at http://www.sec.gov.
44
- --------------------------------------------------------------------------------
HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvest.com
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.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 statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the
Commission's web site at http://www.sec.gov. The filed form may also be viewed
and copied at the Commission's Public Reference Room in Washington, DC.
Information regarding the operations of the Public Reference Room may be
obtained by calling 1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
N/A
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
N/A
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
N/A
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
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 independent auditor, Ernst &
Young LLP ("E&Y"), has advised the Audit
Committee of the Fund's Board of Trustees that
E&Ys Spanish affiliate (E&Y Spain) performed
certain non-audit work for Pioneer Global
Investments Limited ("PGIL"), an affiliate of the
Funds investment adviser. The services involved
the receipt and disbursement of monies transferred
to E&Y Spain by PGIL in payment of individual
payroll and related income tax withholdings due on
returns prepared by E&Y Spain for certain PGIL
employees located in Spain from February 2001 to
October 2005. E&Y became auditors of the Fund in
May 2002. These payroll and tax services were
discontinued in November 2005. The annual fee
received by E&Y Spain for all such services totaled
approximately 9,000 Euro per year. E&Y has informed
the Audit Committee that based on its internal
reviews and the de minimus nature of the services
provided and fees received, E&Y does not believe
its independence with respect to the Fund has been
impaired or that it is disqualified from acting as
independent auditors to the Fund.
N/A
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 controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
ITEM 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, 2006
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, 2006
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date May 30, 2006
* Print the name and title of each signing officer under his or her signature.