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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-06106
Pioneer Mid Cap Value Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: October 31
Date of reporting period: November 1, 2002 through October 31, 2003
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
PIONEER
---------------------
MID CAP VALUE
FUND
Annual
Report
10/31/03
[LOGO] Pioneer
Investments
Table of Contents
- --------------------------------------------------------------------------------
Letter to Shareowners 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 8
Schedule of Investments 11
Financial Statements 18
Notes to Financial Statements 27
Report of Independent Auditors 34
Trustees, Officers and Service Providers 35
Programs and Services for Shareowners 42
Retirement Plans from Pioneer 44
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
LETTER TO SHAREOWNERS 10/31/03
- --------------------------------------------------------------------------------
Dear Shareowner,
- --------------------------------------------------------------------------------
The stock market rally that began last spring extended into late summer as signs
of an economic recovery accumulated. Gross domestic product, a tally of all
goods and services produced in the United States, expanded, thanks to increased
personal consumption, housing and business spending, low short-term interest
rates and lower taxes on individuals. While broader market indicators managed
small gains, the NASDAQ Composite rose sharply in the third quarter as investors
sensed that companies might soon boost technology outlays. September's dip in
consumer expectations linked to slow job creation, plus cutbacks in OPEC oil
production, drove markets off their highest levels. Investors also kept an eye
on the news, as U.S. troops came under daily fire in Iraq and tensions elsewhere
remained.
As the economy appeared to strengthen, investors who had sought safety in U.S.
Treasury issues grew less risk-averse. As a result, corporate bonds moved
broadly higher and the Treasury bond rally stalled. Some of the biggest gains
were recorded among lower-rated, high-yield bonds whose issuers often depend on
a strong economy to boost earnings. Bonds in emerging and developed markets also
did well, as economies stabilized and currencies rose against the slumping U.S.
dollar.
Stocks and bonds, bonds and stocks
Over the past few years, investor sentiment has swung from stocks to bonds and
back again, from U.S. government securities to corporate and international
issues. Each sector has spent time in the spotlight or backstage, delivering
periods of stronger or weaker performance relative to one another.
With sectors constantly moving in and out of favor, how can you increase your
chances of holding investments that are performing well? By owning several kinds
of securities, not just one or two. Through a process called asset allocation,
you can create an investment mix that reflects your needs, taking into account
such factors as your age, your financial goals and their timing, and, of course,
your comfort level where risk is concerned.
Asset allocation is only one area in which a qualified investment professional
can serve you well. Ask your advisor to review how shifting markets may have
affected your asset allocation recently. And if you've never thought about asset
allocation before, now is the best time to start.
Like everyone at Pioneer, I appreciate your continued confidence in our products
and services.
[BEGINNING OF CALLOUT]
Pioneer's new president
Osbert Hood was recently named Chief Executive Officer and President of Pioneer
Investments U.S.A. Mr. Hood, formerly Pioneer's Chief Operating Officer and a
key member of the senior management committee, joined Pioneer in 2000 from John
Hancock Financial Services, where he had held senior financial positions. "I am
excited and honored to have the opportunity to lead Pioneer as it continues to
grow," Mr. Hood said. "As CEO I look forward to furthering Pioneer's strategic
goals, including developing new products that can meet the wider needs of
investors and the advisers who serve them."
[END OF CALLOUT]
Respectfully,
/s/ Osbert Hood
- ---------------
Osbert Hood, President and Chief Executive Officer
Pioneer Investment Management, Inc.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
1
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY 10/31/03
- --------------------------------------------------------------------------------
Portfolio Diversification
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 94.0%
Temporary Cash Investments 4.8%
Depositary Receipts for International Stocks 1.2%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Financials 21.1%
Industrials 16.9%
Comsumer Discretionary 13.5%
Health 12.6%
Materials 9.1%
Energy 8.4%
Information Technology 6.7%
Comsumer Staples 4.8%
Utilities 3.7%
Telecommunication Services 3.2%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
- ---------------------------------------------------------
1. Foot Locker, Inc. 2.41%
- ---------------------------------------------------------
2. Telephone & Data Systems, Inc. 2.38
- ---------------------------------------------------------
3. CIGNA Corp. 2.37
- ---------------------------------------------------------
4. American Standard Companies, Inc. 2.32
- ---------------------------------------------------------
5. Phelps Dodge Corp. 2.24
- ---------------------------------------------------------
6. Freeport-McMoRan Copper & Gold, Inc. 2.14
- ---------------------------------------------------------
7. CVS Corp. 2.13
- ---------------------------------------------------------
8. Triad Hospitals, Inc. 2.12
- ---------------------------------------------------------
9. The PMI Group, Inc. 2.11
- ---------------------------------------------------------
10. NCR Corp. 1.99
*This list excludes temporary cash and derivative investments. Fund holdings
will vary for other periods.
2
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/03 CLASS A SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 10/31/03 10/31/02
$22.25 $16.93
Net
Distributions per Share Investment Short-Term Long-Term
(11/01/02 - 10/31/03) Income Capital Gains Capital Gains
$ - $ - $
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Value Fund at public offering price, compared
to that of the Russell Midcap Value Index.
Average Annual Total Returns
(As of October 31, 2003)
Net Asset Public Offering
Period Value Price*
10 Years 11.57% 10.91%
5 Years 10.69 9.38
1 Year 31.42 23.89
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of the maximum 5.75% sales charge at the beginning of the
period.
[BEGINNING MOUNTAIN CHART]
Value of $10,000 Investment
Pioneer Mid Cap Value Fund* Russell Midcap Value Index
"10/93" 9425 10000
11216 10208
"10/95" 13383 12500
15139 15145
"10/97" 18571 20061
16948 21215
"10/99" 18647 22425
22378 25083
"10/01" 22792 24741
21426 24004
"10/03" 28159 32038
[END MOUNTAIN CHART]
The Russell Midcap Value Index measures the performance of those Russell Midcap
companies with lower price-to-book and lower forecasted growth values. Index
returns assume reinvestment of dividends and, unlike Fund returns, do not
reflect any fees, expenses or sales charges. You cannot invest directly in the
Index.
Past performance does not guarantee future results. Returns and principal values
fluctuate, and your shares, when redeemed, may be worth more or less than
original cost.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
3
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/03 CLASS B SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 10/31/03 10/31/02
$20.48 $15.72
Net
Distributions per Share Investment Short-Term Long-Term
(11/01/02 - 10/31/03) Income Capital Gains Capital Gains
$ - $ - $ -
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Value Fund, compared to that of the Russell
Midcap Value Index.
Average Annual Total Returns
(As of October 31, 2003)
If If
Period Held Redeemed*
Life-of-Class
(4/4/94) 10.88% 10.88%
5 Years 9.77 9.63
1 Year 30.28 26.28
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of the maximum applicable contingent deferred sales
charge (CDSC) at the end of the period. The maximum CDSC of 4% declines to
zero over six years.
[BEGINNING MOUNTAIN CHART]
Value of $10,000 Investment+
Pioneer Mid Cap Value Fund* Russell Midcap Value Index
"4/30/1994" $10,000 $10,000
$11,154 $10,260
"10/31/1995" $13,209 $12,563
$14,829 $15,222
"10/31/1997" $18,047 $20,163
$16,356 $21,323
"10/31/1999" $17,847 $22,538
$21,246 $25,211
"10/31/2001" $21,461 $24,866
$20,011 $24,126
"10/31/2003" $26,071 $32,199
[END MOUNTAIN CHART]
+ Index comparison begins 4/30/94. The Russell Midcap Value Index measures
the performance of those Russell Midcap companies with lower price-to-book
and lower forecasted growth values. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or
sales charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Return and principal value
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
4
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/03 CLASS C SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 10/31/03 10/31/02
$20.34 $15.61
Net
Distributions per Share Investment Short-Term Long-Term
(11/01/02 - 10/31/03) Income Capital Gains Capital Gains
$ - $ - $ -
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Value Fund at public offering price, compared
to that of the Russell Midcap Value Index.
Average Annual Total Returns
(As of October 31, 2003)
Net Asset Public Offering
Period Value Price/CDSC*
Life-of-Class
(1/31/96) 8.12% 7.98%
5 Years 9.70 9.48
1 Year 30.30 28.98
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of the 1% sales charge at the beginning of the period. The
1% contingent deferred sales charge (CDSC) applies to redemptions made within
one year of purchase.
[BEGINNING MOUNTAIN CHART]
Value of $10,000 Investment
Pioneer Mid Cap Value Fund* Russell Midcap Value Index
"1/96" 9900 10000
10344 11094
"10/97" 12593 14696
11411 15541
"10/99" 12441 16427
14795 18374
"10/01" 14937 18123
13913 17584
"10/03" 18129 23470
[END MOUNTAIN CHART]
The Russell Midcap Value Index measures the performance of those Russell Midcap
companies with lower price-to-book and lower forecasted growth values. Index
returns assume reinvestment of dividends and, unlike Fund returns, do not
reflect any fees, expenses or sales charges. You cannot invest directly in the
Index.
Past performance does not guarantee future results. Returns and principal values
fluctuate, and your shares, when redeemed, may be worth more or less than
original cost.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
5
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/03 CLASS R SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 10/31/03 4/1/03***
$22.25 $16.81
Net
Distributions per Share Investment Short-Term Long-Term
(4/1/03 - 10/31/03) Income Capital Gains Capital Gains
$ - $ - $ -
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Value Fund at public offering price, compared
to that of the Russell Midcap Value Index.
Average Annual Total Returns**
(As of October 31, 2003)
If If
Period Held Redeemed*
10 Years 11.07% 11.07%
5 Years 10.31 10.31
1 Year 31.42 30.42
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of the 1% CDSC. Shares sold within 18 months of purchase
may be subject to the CDSC.
Value of $10,000 Investment
[BEGINNING MOUNTAIN CHART]
Pioneer Mid Cap Value Fund* Russell Midcap Value Index
"10/93" 10000 10000
11681 10208
"10/95" 14159 12500
15854 15145
"10/97" 19320 20061
17484 21215
"10/99" 19089 22425
22798 25083
"10/01" 23132 24741
21733 24004
"10/03" 28562 32038
[END MOUNTAIN CHART]
** Class R shares which have no front-end load, may be subject to a back-end
load and are available to certain retirement plans. The performance of
Class R shares for the period prior to the public offering of Class R
shares on April 1, 2003 is based on the performance of Class A shares,
reduced to reflect the higher distribution and service fees of Class R
shares. You do not pay a sales charge on purchases of Class R shares, but
will pay a CDSC if you sell your shares within 18 months of purchase,
unless you qualify for a waiver.
*** Class R shares were first publicly offered on April 1, 2003.
The Russell Midcap Value Index measures the performance of those Russell
Midcap companies with lower price-to-book and lower forecasted growth
values. Index returns assume reinvestment of dividends and, unlike Fund
returns, do not reflect any fees, expenses or sales charges. You cannot
invest directly in the Index.
Past performance does not guarantee future results. Returns and principal
values fluctuate, and your shares, when redeemed, may be worth more or less
than original cost.
The performance table and graph do not reflect the deduction of taxes that
a shareowner would pay on Fund distributions or the redemption of Fund
shares.
6
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 10/31/03 CLASS Y SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 10/31/03 10/31/02
$22.73 $17.21
Net
Distributions per Share Investment Short-Term Long-Term
(11/01/02 - 10/31/03) Income Capital Gains Capital Gains
$ - $ - $ -
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Mid Cap Value Fund, compared to that of the Russell
Midcap Value Index.
Average Annual Total Returns*
(As of October 31, 2003)
If If
Period Held Redeemed
Life-of-Class
(7/2/98) 6.66% 6.66%
5 Years 11.22 11.22
1 Year 32.07 32.07
* All returns reflect reinvestment of distributions at net asset value.
Value of $10,000 Investment+
[BEGINNING MOUNTAIN CHART]
Pioneer Mid Cap Value Fund* Russell Midcap Value Index
"7/98" 10000 10000
8861 9685
"10/99" 9795 10237
11809 11451
"10/01" 12088 11295
11418 10959
"10/03" 15081 14624
[END MOUNTAIN CHART]
+ Index comparison begins 7/31/98. The Russell Midcap Value Index measures
the performance of those Russell Midcap companies with lower price-to-book
and lower forecasted growth values. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or
sales charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Return and principal
value fluctuate, and your shares, when redeemed, may be worth more or less
than their original cost.
The performance table and graph do not reflect the deduction of taxes that
a shareowner would pay on Fund distributions or the redemption of Fund
shares.
7
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 10/31/03
- --------------------------------------------------------------------------------
After suffering through declines for three years, stock prices began climbing
during the 12 months ended October 31, 2003, with mid-cap stocks outperforming
the overall market. In the following discussion, Rod Wright, who is responsible
for day-to-day portfolio supervision for Pioneer Mid Cap Value Fund, provides an
update on the Fund, its investment strategies and the economic environment
during the 12-month period ended October 31, 2003.
Q: How did Pioneer Mid Cap Value Fund perform?
A: In a strong year for equities, the Fund outperformed both the overall market
and the benchmark for mid-cap value stocks. The Fund's Class A shares had a
total return of 31.42% at net asset value for the 12 months ended October
31, 2003. Class B shares returned 30.28%, Class C shares 30.30% and Class R
shares 31.42%, all at net asset value. During the same period, the Standard
& Poor's 500 Index, the benchmark for large-cap stocks, rose by 19.72% while
the Russell Midcap Value Index gained 30.29%.
Q: What was the investment environment like during the period?
A: Stocks prices rose substantially, especially during the final six months,
after an uneven start during the first half of the fiscal period. In early
2003, investors grew more confident because of early signs of a quick
military victory in Iraq. At the same time, they began seeing evidence that
domestic economic growth finally was beginning to accelerate and corporate
profits were improving. The U.S. Federal Reserve gave assurances that it
planned to continue to keep short-term interest rates low, and new tax cuts
added more economic stimulus. With all these encouraging signs that a
sustained economic rebound was becoming more likely, investors again were
attracted by the growth potential of equities.
Q: What types of investments proved to have a major impact on Fund performance?
A: Our investments in the basic materials, health care and specialty retail
industries proved to be particularly successful during the 12 months.
8
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The largest single contributor to performance was a basic materials company,
Freeport-McMoRan, a major copper and gold mining company. Similarly,
performance received strong support from Phelps-Dodge, a copper producer and
Newmont Mining, a gold producer.
Among health-care stocks, we had strong performance from: Guidant, which
produces medical devices used for the treatment of cardiac and vascular
diseases; Sybron Dental Specialties, which manufactures products used in
dental and orthopedic treatment; and CIGNA, a leading provider of
health-care insurance and other employee benefit plans. Investments in
specialty and generic-drug manufacturers IVAX and Mylan also helped.
In the specialty-retail area, several investments appreciated sharply,
including Yum! Brands (formerly Tricon Global Restaurants), which operates
the Pizza Hut, KFC and Taco Bell chains; Outback Steakhouse; Footlocker; and
Blockbuster.
Our investment strategy focuses primarily on stock-picking and fundamental
analysis, rather than on top-down sector decisions based on macroeconomic
analysis. We try to find good companies selling at attractive valuations. We
don't buy stocks because of our expectations for a particular sector or
industry.
Q: Were there any areas that proved disappointing during the period?
A: The fact that we did not have a major position in the technology industry
detracted from performance. We thought many technology companies were
selling at high valuations. Nevertheless, many of these companies, in
particular semiconductor manufacturers and semiconductor equipment
producers, posted strong gains. While we followed the companies closely, we
thought they never were priced reasonably enough for us to invest in them,
and so we missed their rally. One of the technology-related holdings the
Fund owned that helped performance was Amdocs, a transaction and billing
processor specializing in the telecommunications services industry. However,
CSG Systems International, which provides very similar services to cable
television companies, fell hard after losing a contract dispute with a
customer. BISYS Group, another transaction processor, declined after both
its' chief financial and
9
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 10/31/03 (continued)
- --------------------------------------------------------------------------------
chief executive officers resigned and the company reported disappointing
earnings.
We were overweighted in energy, attracted by opportunities created by high
oil and natural gas prices. This sector of the market has underperformed
year to date, despite high energy prices. We still believe there are
opportunities in the energy industry as the economy expands, and we continue
to be overweighted in that area at the start of the new fiscal year.
Q: What is your investment outlook?
A: Although mid-cap value stocks performed very well during the past 12 months,
we believe there still are attractive values among the more than 1,000
companies from which we can choose. Some parts of the market, especially
among technology companies, may be overvalued, but we are encouraged by the
outlook for continued economic growth and its implications on corporate
profitability.
We believe this is a good environment for a stock-picking strategy such as
ours, although it is probably unrealistic to expect a repeat of the
performance of the last year.
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.
10
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/03
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 95.6%
Energy - 8.0%
Integrated Oil & Gas - 0.9%
375,000 Occidental Petroleum Corp. $ 13,222,500
------------
Oil & Gas Drilling - 3.1%
450,000 ENSCO International, Inc. $ 11,857,500
325,000 Nabors Industries, Inc.* 12,285,000
625,000 Transocean Offshore, Inc.* 11,993,750
325,000 Weatherford International, Inc.* 11,293,750
------------
$ 47,430,000
------------
Oil & Gas Exploration & Production - 2.1%
248,400 Devon Energy Corp. $ 12,047,400
750,000 Pioneer Natural Resources Co.* 19,837,500
------------
$ 31,884,900
------------
Oil & Gas Refining Marketing & Transportation - 1.9%
350,000 Sun Company, Inc. $ 15,316,000
325,000 Valero Energy Corp. 13,877,500
------------
$ 29,193,500
------------
Total Energy $121,730,900
------------
Materials - 8.7%
Commodity Chemicals - 1.1%
375,000 Air Products & Chemicals, Inc. $ 17,028,750
------------
Diversified Chemicals - 1.4%
375,000 PPG Industries, Inc. $ 21,618,750
------------
Diversified Metals & Mining - 4.2%
800,000 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 31,000,000
525,000 Phelps Dodge Corp.* 32,413,500
------------
$ 63,413,500
------------
Metal & Glass Containers - 0.9%
225,000 Ball Corp. $ 12,645,000
------------
Precious Metals & Minerals - 1.1%
375,000 Newmont Mining Corp. $ 16,417,500
------------
Total Materials $131,123,500
------------
Capital Goods - 8.1%
Aerospace & Defense - 0.8%
138,300 General Dynamics Corp. $ 11,575,710
------------
The accompanying notes are an integral part of these financial statements.
11
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/03 (continued)
- --------------------------------------------------------------------------------
Shares Value
Electrical Component & Equipment - 2.9%
550,000 American Power Conversion Corp. $ 11,126,500
350,000 Cooper Industries Ltd. 18,515,000
1,150,000 Symbol Technologies, Inc. 14,363,500
------------
$ 44,005,000
------------
Industrial Conglomerates - 2.9%
350,000 American Standard Companies, Inc.* $ 33,495,000
162,500 ITT Industries, Inc. 11,048,375
------------
$ 44,543,375
------------
Industrial Machinery - 1.5%
100,000 Deere & Co. $ 6,062,000
275,000 Ingersoll-Rand Co. 16,610,000
------------
$ 22,672,000
------------
Total Capital Goods $122,796,085
------------
Commercial Services & Supplies - 5.4%
Data Processing Services - 0.7%
425,000 Equifax Inc. $ 10,387,000
------------
Commercial Printing - 2.5%
765,100 John H. Harland Co. $ 20,833,673
650,000 R.R. Donnelly & Sons Co., Inc. 16,900,000
------------
$ 37,733,673
------------
Diversified Commercial Services - 0.9%
300,000 H & R Block, Inc. $ 14,127,000
------------
Environmental Services - 1.3%
825,000 Republic Services, Inc. $ 19,181,250
------------
Total Commercial Services & Supplies $ 81,428,923
------------
Transportation - 1.8%
Airlines - 0.6%
450,000 Southwest Airlines Co. $ 8,730,000
------------
Railroads - 1.2%
300,000 Canadian National Railway Co. $ 18,060,000
------------
Total Transportation $ 26,790,000
------------
Consumer Durables & Apparel - 2.6%
Apparel, Accessories & Luxury Goods - 1.1%
900,000 The Limited Brands, Inc. $ 15,840,000
------------
The accompanying notes are an integral part of these financial statements.
12
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Leisure Products - 1.5%
1,200,000 Mattel, Inc. $ 23,232,000
--------------
Total Consumer Durables & Apparel $ 39,072,000
--------------
Hotels, Restaurants & Leisure - 3.0%
Restaurants - 3.0%
300,000 Brinker International, Inc.* $ 9,549,000
250,000 Outback Steakhouse, Inc. 10,500,000
750,000 Yum! Brands, Inc.* 25,605,000
--------------
Total Hotels, Restaurants & Leisure $ 45,654,000
--------------
Media - 1.5%
Advertising - 0.6%
100,000 The Interpublic Group of Companies, Inc. $ 1,488,000
90,000 Omnicom Group 7,182,000
--------------
$ 8,670,000
--------------
Movies & Entertainment - 0.9%
650,000 Regal Entertainment Group $ 13,325,000
--------------
Total Media $ 21,995,000
--------------
Retailing - 5.9%
Apparel Retail - 1.3%
550,000 Jones Apparel Group, Inc.* $ 18,975,000
--------------
General Merchandise Stores - 1.8%
525,000 Sears, Roebuck and Co. $ 27,630,750
--------------
Specialty Stores - 2.8%
400,000 Blockbuster, Inc. $ 7,708,000
1,950,000 Foot Locker, Inc. 34,905,000
--------------
$ 42,613,000
--------------
Total Retailing $ 89,218,750
--------------
Food & Drug Retailing - 4.6%
Drug Retail - 2.0%
875,000 CVS Corp. $ 30,782,500
--------------
Food Retail - 1.8%
350,000 Albertson's, Inc. $ 7,101,500
825,000 ConAgra, Inc. 19,668,000
--------------
$ 26,769,500
--------------
The accompanying notes are an integral part of these financial statements.
13
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/03 (continued)
- --------------------------------------------------------------------------------
Shares Value
Hypermarkets & Supercenters - 0.8%
475,000 BJ'S Wholesale Club, Inc.* $ 12,202,750
--------------
Total Food & Drug Retailing $ 69,754,750
--------------
Health Care Equipment & Services - 11.4%
Health Care Equipment - 3.2%
800,000 Apogent Technologies, Inc.* $ 17,560,000
600,000 Becton, Dickinson & Co. 21,936,000
375,000 Sybron Dental Specialties* 8,625,000
--------------
$ 48,121,000
--------------
Health Care Facilities - 3.7%
750,000 Manor Care, Inc. $ 24,960,000
1,000,000 Triad Hospitals, Inc.* 30,730,000
--------------
$ 55,690,000
--------------
Health Care Services - 1.2%
514,300 Laboratory Corp. of America Holdings* $ 18,231,935
--------------
Managed Health Care - 3.3%
600,000 CIGNA Corp. $ 34,230,000
185,000 Wellpoint Health Networks, Inc.* 16,446,500
--------------
$ 50,676,500
--------------
Total Health Care Equipment & Services $ 172,719,435
--------------
Pharmaceuticals & Biotechnology - 0.6%
Pharmaceuticals - 0.6%
500,000 IVAX* $ 9,630,000
--------------
Total Pharmaceuticals & Biotechnology $ 9,630,000
--------------
Banks - 10.6%
Diversified Banks - 0.9%
425,000 Charter One Financial, Inc. $ 13,583,000
--------------
Regional Banks - 5.5%
350,000 Boston Private Financial Holdings, Inc. $ 8,914,500
600,000 KeyCorp 16,950,000
250,000 Marshall & Ilsley Corp. 8,955,000
200,000 North Fork Bancorporation, Inc. 7,796,000
375,000 SouthTrust Corp. 11,943,750
300,000 TCF Financial Corp. 15,654,000
200,000 Zions Bancorporation 12,258,000
--------------
$ 82,471,250
--------------
The accompanying notes are an integral part of these financial statements.
14
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Thrifts & Mortgage Finance - 4.2%
225,000 Countrywide Financial Corp. $ 23,652,000
300,000 GreenPoint Financial Corp. 9,345,000
800,000 The PMI Group, Inc. 30,584,000
--------------
$ 63,581,000
--------------
Total Banks $ 159,635,250
--------------
Diversified Financials - 4.3%
Consumer Finance - 1.4%
50,000 White Mountains Insurance Group Ltd. $ 21,200,000
--------------
Asset Management & Custody Banks - 1.0%
550,000 Federated Investors, Inc. $ 15,207,500
--------------
Investment Banking & Brokerage - 1.9%
400,000 A.G. Edwards, Inc. $ 16,200,000
625,000 Investment Technology Group, Inc.* 12,412,500
--------------
$ 28,612,500
--------------
Total Diversified Financials $ 65,020,000
--------------
Insurance - 5.3%
Insurance Brokers - 1.7%
400,000 Platinum Underwriter Holdings Ltd. $ 11,496,000
400,000 Willis Group Holdings Ltd. 13,320,000
--------------
$ 24,816,000
--------------
Life & Health Insurance - 1.0%
325,000 Jefferson - Pilot Corp. $ 15,515,500
--------------
Property & Casualty Insurance - 2.6%
225,000 Ambac Financial Group, Inc. $ 15,916,500
100,000 Renaissance RE Holdings Ltd. 4,498,000
525,000 Safeco Corp. 19,267,500
--------------
$ 39,682,000
--------------
Total Insurance $ 80,013,500
--------------
Software & Services - 2.4%
Application Software - 0.5%
400,000 Autodesk, Inc. $ 7,700,000
--------------
The accompanying notes are an integral part of these financial statements.
15
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 10/31/03 (continued)
- --------------------------------------------------------------------------------
Shares Value
Data Processing & Outsourced Services - 1.9%
900,000 The BISYS Group, Inc.* $ 12,870,000
575,000 SunGard Data Systems, Inc.* 16,128,750
--------------
$ 28,998,750
--------------
Total Software & Services $ 36,698,750
--------------
Technology Hardware & Equipment - 4.8%
Communications Equipment - 0.7%
1,500,000 Tellabs, Inc.* $ 11,295,000
--------------
Computer Hardware - 1.9%
800,000 NCR Corp.* $ 28,752,000
--------------
Computer Storage & Peripherals - 0.9%
550,000 Storage Technology Corp.* $ 13,255,000
--------------
Electronic Equipment & Instruments - 1.3%
425,000 W.W. Grainger, Inc. $ 19,456,500
--------------
Total Technology Hardware & Equipment $ 72,758,500
--------------
Telecommunication Services - 3.1%
Integrated Telecom Services - 3.1%
250,000 Alltel Corp. $ 11,817,500
550,000 Telephone & Data Systems, Inc. 34,430,000
--------------
Total Telecommunication Services $ 46,247,500
--------------
Utilities - 3.5%
Electric Utilities - 2.5%
350,000 Constellation Energy Group $ 12,729,500
275,000 DTE Energy Co. 10,142,000
275,000 Entergy Corp. 14,822,500
--------------
$ 37,694,000
--------------
Gas Utilities - 1.0%
450,000 KeySpan Energy Corp. $ 15,736,500
--------------
Total Utilities $ 53,430,500
--------------
TOTAL COMMON STOCKS
(Cost $1,142,100,762) $1,445,717,343
--------------
The accompanying notes are an integral part of these financial statements.
16
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal
Amount Value
TEMPORARY CASH INVESTMENTS - 4.8%
Repurchase Agreement - 3.7%
$55,600,000 UBS Warburg, Inc., 0.97%, dated 10/31/03,
repurchase price of $55,600,000 plus accrued
interest on 11/3/03 collateralized by $56,775,000
U.S. Treasury Bill, 0.94%, 11/28/03. $ 55,600,000
--------------
Time Deposits - 1.1%
12,009,668 Dresdner Bank AG, 1.05%, 11/1/03 $ 12,009,668
5,147,001 Wachovia Bank of Georgia NA, 1.00%, 11/1/03 5,147,001
--------------
$ 17,156,669
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $72,756,669) $ 72,756,669
--------------
TOTAL INVESTMENT IN SECURITIES - 100.4%
(Cost $1,214,857,431)(a) $1,518,474,012
--------------
OTHER ASSETS AND LIABILITIES - (0.4)% $ (6,477,813)
--------------
TOTAL NET ASSETS - 100.0% $1,511,996,199
--------------
* Non-income producing security.
(a) At October 31, 2003, the net unrealized gain on investments based on cost for
federal income tax purposes of $1,217,195,919 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $309,520,083
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (8,241,990)
------------
Net unrealized gain $301,278,093
------------
Purchases and sales of securities (excluding temporary cash investments) for the
year ended October 31, 2003 aggregated $708,213,032 and $753,847,551,
respectively.
The accompanying notes are an integral part of these financial statements.
17
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 10/31/03
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities, at value (including securities
loaned of $16,527,028) (cost $1,214,857,431) $1,518,474,012
Cash 5,765
Receivables -
Investment securities sold 19,497,048
Fund shares sold 7,794,810
Dividends and interest 899,504
Other 15,572
--------------
Total assets $1,546,686,711
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 13,987,563
Fund shares repurchased 1,397,462
Upon return of securities loaned 17,156,669
Due to affiliates 1,862,953
Accrued expenses 285,865
--------------
Total liabilities $ 34,690,512
--------------
NET ASSETS:
Paid-in capital $1,176,139,657
Accumulated undistributed net investment income 446,628
Accumulated net realized gain on investments and foreign
currency transactions 31,793,333
Net unrealized gain on investments 303,616,581
--------------
Total net assets $1,511,996,199
--------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,208,400,381/54,317,938 shares) $ 22.25
--------------
Class B (based on $241,312,599/11,780,423 shares) $ 20.48
--------------
Class C (based on $53,982,403/2,654,102 shares) $ 20.34
--------------
Class R (based on $39,509/1,776 shares) $ 22.25
--------------
Class Y (based on $8,261,307/363,444 shares) $ 22.73
--------------
MAXIMUM OFFERING PRICE:
Class A ($22.25 [divided by] 94.25%) $ 23.61
--------------
Class C ($20.34 [divided by] 99.00%) $ 20.55
--------------
The accompanying notes are an integral part of these financial statements.
18
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended 10/31/03
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $27,291) $19,776,583
Interest 579,293
Income from securities loaned, net 41,413
-----------
Total investment income $ 20,397,289
------------
EXPENSES:
Management fees
Basic fee $8,444,155
Performance adjustment 1,242,126
Transfer agent fees
Class A 2,880,954
Class B 985,447
Class C 184,774
Class Y 1,231
Distribution fees
Class A 2,440,686
Class B 2,464,883
Class C 404,257
Class R 35
Administrative fees 294,461
Custodian fees 95,973
Registration fees 106,777
Printing 116,840
Professional fees 97,451
Miscellaneous 42,510
Fees and expenses of nonaffiliated trustees 45,742
-----------
Total expenses $ 19,848,302
Less fees paid indirectly (34,476)
------------
Net expenses $ 19,813,826
------------
Net investment income $ 583,463
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain from:
Investments $37,690,631
Other assets and liabilities denominated in foreign
currencies (136,834) $ 37,553,797
-----------
Change in net unrealized gain on investments $317,467,900
------------
Net gain on investments and foreign currency transactions $355,021,697
------------
Net increase in net assets resulting from operations $355,605,160
------------
The accompanying notes are an integral part of these financial statements.
19
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Years Ended 10/31/03 and 10/31/02, respectively
Year Ended Year Ended
10/31/03 10/31/02
FROM OPERATIONS:
Net investment income (loss) $ 583,463 $ (4,229,052)
Net realized gain (loss) on investments and foreign
currency transactions 37,553,797 (72,238)
Change in net unrealized gain (loss) on investments 317,467,900 (87,157,976)
-------------- --------------
Net increase (decrease) in net assets resulting
from operations $ 355,605,160 $ (91,459,266)
-------------- --------------
DISTRIBUTIONS TO SHAREOWNERS:
Net realized gain:
Class A ($0.00 and $1.37 per share, respectively) $ - $ (65,338,533)
Class B ($0.00 and $1.37 per share, respectively) - (24,922,005)
Class C ($0.00 and $1.37 per share, respectively) - (2,256,570)
Class Y ($0.00 and $1.37 per share, respectively) - (253,152)
-------------- --------------
Total distributions to shareowners $ - $ (92,770,260)
-------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 267,527,996 $ 330,084,087
Reinvestment of distributions - 83,158,589
Cost of shares repurchased (307,796,399) (317,778,908)
-------------- --------------
Net increase (decrease) in net assets resulting from
fund share transactions $ (40,268,403) $ 95,463,768
-------------- --------------
Net increase (decrease) in net assets $ 315,336,757 $ (88,765,758)
NET ASSETS:
Beginning of year 1,196,659,442 1,285,425,200
-------------- --------------
End of year (including accumulated undistributed
net investment income of $446,628 and $0,
respectively) $1,511,996,199 $1,196,659,442
-------------- --------------
The accompanying notes are an integral part of these financial statements.
20
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
For the Years Ended 10/31/03 and 10/31/02, respectively
'03 Shares '03 Amount '02 Shares '02 Amount
CLASS A
Shares sold 11,143,948 $ 212,727,487 12,304,750 $ 237,313,372
Reinvestment of distributions - - 3,142,409 60,397,080
Less shares repurchased (9,451,400) (173,777,134) (10,583,103) (195,228,487)
---------- -------------- ----------- --------------
Net increase 1,692,548 $ 38,950,353 4,864,056 $ 102,481,965
---------- -------------- ----------- --------------
CLASS B
Shares sold 1,805,444 $ 31,685,061 3,632,016 $ 65,272,357
Reinvestment of distributions - - 1,164,794 20,943,004
Less shares repurchased (6,876,382) (119,092,518) (6,188,895) (107,434,068)
---------- -------------- ----------- --------------
Net decrease (5,070,938) $ (87,407,457) (1,392,085) $ (21,218,707)
---------- -------------- ----------- --------------
CLASS C
Shares sold 1,273,436 $ 22,294,515 1,305,262 $ 23,389,488
Reinvestment of distributions - - 88,474 1,581,028
Less shares repurchased (835,571) (14,080,793) (815,154) (14,291,308)
---------- -------------- ----------- --------------
Net increase 437,865 $ 8,213,722 578,582 $ 10,679,208
---------- -------------- ----------- --------------
CLASS R*
Shares sold 1,798 $ 36,915
Reinvestment of distributions - -
Less shares repurchased (22) (462)
---------- --------------
Net increase 1,776 $ 36,453
---------- --------------
CLASS Y
Shares sold 42,036 $ 784,020 211,074 $ 4,108,870
Reinvestment of distributions - - 12,216 237,477
Less shares repurchased (45,759) (845,492) (42,886) (825,045)
---------- -------------- ----------- --------------
Net increase (decrease) (3,723) $ (61,472) 180,404 $ 3,521,302
---------- -------------- ----------- --------------
*Class R shares were first publicly offered on April 1, 2003.
The accompanying notes are an integral part of these financial statements.
21
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended
CLASS A 10/31/03 10/31/02
Net asset value, beginning of period $ 16.93 $ 19.29
---------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.04 $ (0.02)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 5.28 (0.97)
---------- -------
Net increase (decrease) from investment operations $ 5.32 $ (0.99)
Distributions to shareowners:
Net investment income - -
Net realized gain - (1.37)
---------- -------
Net increase (decrease) in net asset value $ 5.32 $ (2.36)
---------- -------
Net asset value, end of period $ 22.25 $ 16.93
---------- -------
Total return* 31.42% (5.99)%
Ratio of net expenses to average net assets+ 1.37% 1.30%
Ratio of net investment income (loss) to average net assets+ 0.24% (0.09)%
Portfolio turnover rate 58% 65%
Net assets, end of period (in thousands) $1,208,400 $890,856
Ratios with reduction for fees paid indirectly:
Net expenses 1.37% 1.30%
Net investment income (loss) 0.24% (0.09)%
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended
CLASS A 10/31/01 10/31/00 10/31/99
Net asset value, beginning of period $ 20.83 $ 19.90 $ 19.02
-------- -------- ----------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.01) $ 0.11 $ 0.12
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 0.34 3.46 1.70
-------- -------- ----------
Net increase (decrease) from investment operations $ 0.33 $ 3.57 $ 1.82
Distributions to shareowners:
Net investment income - - (0.02)
Net realized gain (1.87) (2.64) (0.92)
-------- -------- ----------
Net increase (decrease) in net asset value $ (1.54) $ 0.93 $ 0.88
-------- -------- ----------
Net asset value, end of period $ 19.29 $ 20.83 $ 19.90
-------- -------- ----------
Total return* 1.85% 20.00% 10.02%
Ratio of net expenses to average net assets+ 1.24% 1.13% 1.18%
Ratio of net investment income (loss) to average net assets+ 0.01% 0.27% 0.37%
Portfolio turnover rate 95% 70% 75%
Net assets, end of period (in thousands) $921,310 $945,583 $1,067,562
Ratios with reduction for fees paid indirectly:
Net expenses 1.22% 1.11% 1.16%
Net investment income (loss) 0.03% 0.29% 0.39%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
22
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS B 10/31/03 10/31/02 10/31/01 10/31/00 10/31/99
Net asset value, beginning of period $ 15.72 $ 18.14 $ 19.85 $ 19.22 $ 18.52
-------- -------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.13) $ (0.18) $ (0.10) $ (0.20) $ (0.18)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 4.89 (0.87) 0.26 3.47 1.80
-------- -------- -------- -------- --------
Net increase (decrease) from investment operations $ 4.76 $ (1.05) $ 0.16 $ 3.27 $ 1.62
Distributions to shareowners:
Net realized gain - (1.37) (1.87) (2.64) (0.92)
-------- -------- -------- -------- --------
Net increase (decrease) in net asset value $ 4.76 $ (2.42) $ (1.71) $ 0.63 $ 0.70
-------- -------- -------- -------- --------
Net asset value, end of period $ 20.48 $ 15.72 $ 18.14 $ 19.85 $ 19.22
-------- -------- -------- -------- --------
Total return* 30.28% (6.75)% 1.01% 19.04% 9.17%
Ratio of net expenses to average net assets+ 2.22% 2.10% 2.03% 1.91% 2.00%
Ratio of net investment loss to average net assets+ (0.61)% (0.89)% (0.78)% (0.52)% (0.44)%
Portfolio turnover rate 58% 65% 95% 70% 75%
Net assets, end of period (in thousands) $241,313 $264,881 $330,926 $336,301 $412,116
Ratios with reduction for fees paid indirectly:
Net expenses 2.22% 2.10% 2.01% 1.90% 1.99%
Net investment loss (0.61)% (0.89)% (0.76)% (0.51)% (0.43)%
The accompanying notes are an integral part of these financial statements.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
23
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS C 10/31/03 10/31/02 10/31/01 10/31/00 10/31/99
Net asset value, beginning of period $ 15.61 $ 18.04 $ 19.76 $ 19.16 $ 18.49
------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.10) $ (0.16) $ 0.03 $ (0.26) $ (0.21)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 4.83 (0.90) 0.12 3.50 1.80
------- ------- ------- ------- -------
Net increase (decrease) from investment operations $ 4.73 $ (1.06) $ 0.15 $ 3.24 $ 1.59
Distributions to shareowners:
Net realized gain - (1.37) (1.87) (2.64) (0.92)
------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ 4.73 $ (2.43) $ (1.72) $ 0.60 $ 0.67
------- ------- ------- ------- -------
Net asset value, end of period $ 20.34 $ 15.61 $ 18.04 $ 19.76 $ 19.16
------- ------- ------- ------- -------
Total return* 30.30% (6.85)% 0.96% 18.92% 9.02%
Ratio of net expenses to average net assets+ 2.28% 2.20% 2.11% 2.01% 2.09%
Ratio of net investment loss to average net assets+ (0.68)% (0.99)% (0.86)% (0.61)% (0.52)%
Portfolio turnover rate 58% 65% 95% 70% 75%
Net assets, end of period (in thousands) $53,982 $34,605 $29,547 $24,495 $32,373
Ratios with reduction for fees paid indirectly:
Net expenses 2.28% 2.20% 2.09% 1.98% 2.07%
Net investment loss (0.68)% (0.99)% (0.84)% (0.58)% (0.50)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
24
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
4/1/03 to
10/31/03
CLASS R (a)
Net asset value, beginning of period $ 16.81
--------
Increase from investment operations:
Net investment income $ -
Net realized and unrealized gain on investments and foreign
currency transactions 5.44
--------
Net increase from investment operations $ 5.44
--------
Net increase in net asset value $ 5.44
--------
Net asset value, end of period $ 22.25
--------
Total return* 32.36%
Ratio of net expenses to average net assets+ 1.31%**
Ratio of net investment loss to average net assets+ (0.08)%**
Portfolio turnover rate 58%
Net assets, end of period (in thousands) $ 40
Ratios with reduction for fees paid indirectly:
Net expenses 1.31%**
Net investment loss (0.08)%**
(a) Class R shares were first publicly offered on April 1, 2003.
* Assumes initial investment at net asset value at the beginning of the
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of the period.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
25
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
CLASS Y 10/31/03 10/31/02 10/31/01 10/31/00 10/31/99
Net asset value, beginning of period $ 17.21 $ 19.50 $ 20.94 $ 19.91 $ 19.06
-------- ------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income $ 0.15 $ 0.06 $ 0.07 $ 0.20 $ 0.19
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 5.37 (0.98) 0.36 3.47 1.72
-------- ------- ------- ------- -------
Net increase (decrease) from investment operations $ 5.52 $ (0.92) $ 0.43 $ 3.67 $ 1.91
Distributions to shareowners:
Net investment income - - - - (0.14)
Net realized gain - (1.37) (1.87) (2.64) (0.92)
-------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ 5.52 $ (2.29) $ (1.44) $ 1.03 $ 0.85
-------- ------- ------- ------- -------
Net asset value, end of period $ 22.73 $ 17.21 $ 19.50 $ 20.94 $ 19.91
-------- ------- ------- ------- -------
Total return* 32.07% (5.54)% 2.36% 20.56% 10.54%
Ratio of net expenses to average net assets+ 0.84% 0.84% 0.76% 0.63% 0.66%
Ratio of net investment income to average net assets+ 0.76% 0.37% 0.49% 0.77% 0.88%
Portfolio turnover rate 58% 65% 95% 70% 75%
Net assets, end of period (in thousands) $ 8,261 $ 6,318 $ 3,642 $ 3,376 $ 3,976
Ratios with reduction for fees paid indirectly:
Net expenses 0.84% 0.83% 0.75% 0.61% 0.65%
Net investment income 0.76% 0.38% 0.50% 0.79% 0.89%
* Assumes initial investment at net asset value at the beginning of each period,
reinvestment of all distributions, and the complete redemption of the
investment at net asset value at the end of each period.
+ Ratios with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
26
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/03
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Mid Cap Value Fund (the Fund), is a Delaware statutory trust registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to seek capital
appreciation by investing in a diversified portfolio of securities consisting
primarily of common stocks.
The Fund offers five classes of shares - Class A, Class B, Class C, Class R and
Class Y shares. 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 the level of transfer agent
and distribution fees may differ among classes. Class A, Class B, Class C and
Class R shareowners have exclusive voting rights with respect to the
distribution plan for each class. There is no distribution plan for Class Y
shareowners.
The Fund's financial statements have been prepared in conformity with accounting
principles generally accepted in the United States of America that require the
management of the Fund to, among other things, make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of income, expenses and gains and losses on investments
during the reporting year. Actual results could differ from those estimates. The
following is a summary of significant accounting policies consistently followed
by the Fund, which are in conformity with those generally accepted in the
investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value is
computed once daily, on each day the New York Stock Exchange is open, as of
the close of regular trading on the Exchange. In computing the net asset
value, securities are valued at the last sale price on the principal
exchange where they are traded. Securities that have not traded on the date
of valuation, or securities for which sale prices are not generally
reported, are valued at the mean between the last bid and asked prices.
Securities for which market quotations are not readily available are valued
at their fair values as determined by, or under the direction of, the Board
of Trustees. Dividend income is recorded on the ex-dividend
27
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/03 (continued)
- --------------------------------------------------------------------------------
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, including interest on income bearing cash accounts, is
recorded on the accrual basis. Dividend and interest income are reported net
of unrecoverable foreign taxes withheld at the applicable country rates.
Temporary cash investments are valued at amortized cost.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. 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 characterization of distributions to shareowners for financial reporting
purposes is determined in accordance with federal income tax rules.
Therefore, the source of the Fund's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
paid-in capital, depending on the type of book/tax differences that may
exist.
The tax character of distributions paid during the years ended October 31,
2003, and 2002 were as follows:
- -------------------------------------------------------
2003 2002
- -------------------------------------------------------
Distributions paid from:
Ordinary income $ - $ -
Long-term capital gain - 92,770,260
------ -----------
Total $ - $92,770,260
------ -----------
- -------------------------------------------------------
28
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The following shows components of distributable earnings on a fed eral
income tax basis at October 31, 2003.
- ------------------------------------------------------
2003
- ------------------------------------------------------
Undistributed ordinary income $ 12,778,412
Undistributed long-term gain 21,800,037
Unrealized appreciation 301,278,093
------------
Total $335,856,542
------------
- ------------------------------------------------------
The difference between book-basis and tax-basis unrealized appre ciation is
attributable to the tax deferral of losses on wash sales.
At October 31, 2003, the Fund reclassified $136,835 to increase accumulated
net realized gain on investments and foreign currency transactions and
$136,835 to decrease undistributed net investment income, to reflect
permanent book/tax differences. This reclassification has no impact on the
net assets of the Fund and presents the Fund's capital accounts on a tax
basis.
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredito Italiano S.p.A.
(UniCredito Italiano), earned $177,799 in underwriting commissions on the
sale of Fund shares during the year ended October 31, 2003.
D. Class Allocations
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B, Class C and Class R shares of the Fund,
respectively. Class Y shares are not subject to a distribution plan.
Shareowners of each class share all expenses and fees paid to the transfer
agent, Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for
its services, which are allocated based on the number of accounts in each
class and the ratable allocation of related out-of-pocket expenses (see Note
3). Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to
29
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/03 (continued)
- --------------------------------------------------------------------------------
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, if any, with respect to each class of shares
are calculated in the same manner, at the same time and in the same amount,
except that Class A, Class B, Class C, Class R and Class Y shares can bear
different transfer agent and distribution fees.
E. Securities Lending
The Fund lends securities in its portfolio to certain broker-dealers or
other institutional investors, with the Fund's custodian acting as the
lending agent. When entering into a loan, the Fund receives collateral,
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Fund also continues to receive interest or
dividends on the securities loaned. Gain or loss on the fair value of the
loaned securities that may occur during the term of the loan will be for the
account of the Fund. The loans are secured by collateral of at least 102%,
at all times, of the fair value of the securities loaned. The amount of the
collateral will be adjusted daily to reflect any price fluctuation in the
value of the loaned securities. The Fund has the right under the lending
agreements to recover the securities on loan from the borrower on demand.
The Fund invests cash collateral in the Time Deposits which are managed by
Brown Brothers Harriman & Co., the Fund's custodian.
F. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value of
the underlying securities (collateral), including accrued interest received
from counterparties, is required to be at least equal to or in excess of the
value of the repurchase agreement at the time of purchase. The collateral
for all repurchase agreements is held in safekeeping in the customer-only
account of the Fund's custodian, or subcustodians. The Fund's investment
adviser, Pioneer Investment Management, Inc. (PIM), is responsible for
determining that the value of the collateral remains at least equal to the
repurchase price.
30
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. Management Agreement
PIM manages the Fund's portfolio and is a wholly owned indirect subsidiary of
UniCredito Italiano. PIM receives a basic fee that is calculated at the annual
rate of 0.70% of the Fund's average daily net assets up to $500 million; 0.65%
of the next $500 million; and 0.625% of the excess over $1 billion. The basic
fee is subject to a performance adjustment up to a maximum of - 0.10% based on
the Fund's investment performance as compared with the Russell Midcap Value
Index. Pursuant to a shareowner vote on April 17, 2003 the benchmark was changed
from the Lipper Growth Funds Index effective May 1, 2003; however the Lipper
Growth Funds Index will be used for monthly periods prior to May 1, 2003 until
it is eventually phased out. The performance comparison is made for a rolling
36-month period. For the year ended October 31, 2003, the aggregate performance
adjustment resulted in an increase to the basic fee of $1,242,126. The
management fee was equivalent to 0.76% of the average daily net assets for the
period ended October 31, 2003.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At October 31, 2003, $970,049 was payable to PIM
related to management fees, administrative fees and certain others services, and
is included in due to affiliates.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in due to affiliates is $388,498 in transfer agent
fees payable to PIMSS at October 31, 2003.
4. Distribution and Service Plans
The Fund adopted Plans of Distribution with respect to Class A, Class B, Class C
and Class R shares (Class A Plan, Class B Plan, Class C Plan and Class R Plan)
in accordance with Rule 12b-1 of the Investment Company Act of 1940. Pursuant to
the Class A Plan, the Fund pays PFD a service fee of up to 0.25% of the average
daily net assets attributable to Class A shares in reimbursement of its actual
expenditures to finance activities primarily intended to result in the
31
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 10/31/03 (continued)
- --------------------------------------------------------------------------------
sale of Class A shares. Pursuant to the Class B Plan and the Class C Plan, the
Fund pays PFD 1.00% of the average daily net assets attributable to each class
of shares. The fee consists of a 0.25% service fee and a 0.75% distribution fee
paid as compensation for personal services and/or account maintenance services
or distribution services with regard to Class B and Class C shares. Pursuant to
the Class R Plan, the Fund pays PFD 0.50% of the average daily net assets
attributable to Class R shares for distribution services. Included in due to
affiliates is $504,406 in distribution fees payable to PFD at October 31, 2003.
The Fund also has adopted a separate service plan for Class R shares (Service
Plan). The Service Plan authorizes the Fund to pay securities dealers, plan
administrators or other service organizations that agree to provide certain
services to retirement plans or plan participants holding shares of the Fund a
service fee of up to 0.25% of the Fund's average daily net assets attributable
to Class R shares held by such plans.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on certain net asset value purchases of Class A shares that are redeemed
within one year of purchase. Class B shares that are redeemed within six years
of purchase are subject to a CDSC at declining rates beginning at 4.00%, based
on the lower of cost or market value of shares being redeemed. Redemptions of
Class C shares within one year of purchase are subject to a CDSC of 1.00%.
Redemptions of Class R shares within 18 months of purchase may be subject to a
CDSC of 1.00%. Proceeds from the CDSCs are paid to PFD. For the year ended
October 31, 2003, CDSCs in the amount of $248,501 were paid to PFD.
5. Expense Offsets
The Fund has entered into certain directed brokerage and expense offset
arrangements with PIMSS resulting in a reduction in the Fund's total expenses,
due to interest earned on cash held by PIMSS. For the year ended October 31,
2003, the Fund's expenses were reduced by $34,476 under such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $50 million committed,
32
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
unsecured revolving line of credit facility. Borrowings are used solely for
temporary or emergency purposes. The Fund may borrow up to the lesser of $50
million or the limits set by its prospectus for borrowings. Interest on
collective borrowings is payable at the Federal Funds Rate plus 1/2% on an
annualized basis. The Funds pay an annual commitment fee for this facility. The
commitment fee is allocated among such Funds based on their respective borrowing
limits. For the year ended October 31, 2003, the Fund had no borrowings under
this agreement.
33
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
To the Board of Trustees and Shareowners of
Pioneer Mid Cap Value Fund
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Mid Cap Value Fund (the "Fund") as of
October 31, 2003, and the related statement of operations for the year then
ended, and the statements of changes in net assets and the financial highlights
for each of the two years in the period then ended. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The financial highlights for each of
the three years in the period ended October 31, 2001 were audited by other
auditors who have ceased operations and whose report, dated December 7, 2001,
expressed an unqualified opinion on those financial highlights.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of securities as of October 31, 2003, by correspondence with the
custodian and brokers or by other appropriate auditing procedures where replies
from brokers were not received. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Mid Cap Value Fund at October 31, 2003, the results of its operations
for the year then ended, and the changes in its net assets and the financial
highlights for each of the two years in the period then ended in conformity
with accounting principles generally accepted in the United States.
/s/ Ernst & Young LLP
Boston, Massachusetts
December 12, 2003
34
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Auditors
Ernst & Young LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Trustees and Officers
The Fund's Board of Trustees provides broad supervision over the Fund's affairs.
The officers of the Fund are responsible for the Fund's operations. The Fund's
Trustees and officers are listed below, together with their principal
occupations during the past five years. Trustees who are interested persons of
the Fund within the meaning of the Investment Company Act of 1940 are referred
to as Interested Trustees. Trustees who are not interested persons of the Fund
are referred to as Independent Trustees. Each of the Trustees serves as a
trustee of each of the 50 U.S. registered investment portfolios for which
Pioneer Investment Management, Inc. ("Pioneer") serves as investment adviser
(the "Pioneer Funds"). The address for all Interested Trustees and all officers
of the Fund is 60 State Street, Boston, Massachusetts 02109.
The Fund's statement of additional information provides more detailed
information regarding the Fund's Trustees and is available upon request, without
charge, by calling 1-800-225-6292.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). This information
is also available at pioneerfunds.com.
35
- -------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
- -------------------------------------------------------------------------------------------------------------------------
Name and Age Positions Held With the Fund Term of Office and Length of Service
John F. Cogan, Jr. (77)* Chairman of the Board, Since 1990.
Trustee and President Serves until a successor
trustee is elected or earlier
retirement or removal.
*Mr. Cogan is an Interested Trustee because he is an officer or director of Pioneer and certain of
its affiliates.
- -------------------------------------------------------------------------------------------------------------------------
Osbert M. Hood (51)** Trustee and Since June, 2003.
Executive Vice President Serves until a successor
trustee is elected or earlier
retirement or removal.
**Mr. Hood is an Interested Trustee because he is an officer or director of Pioneer and certain of
its affiliates.
- -------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- -------------------------------------------------------------------------------------------------------------------------
Name, Age and Address Positions Held With the Fund Term of Office and Length of Service
Mary K. Bush (55) Trustee Since 1997.
3509 Woodbine Street, Serves until a successor trustee is
Chevy Chase, MD 20815 elected or earlier retirement or removal.
- -------------------------------------------------------------------------------------------------------------------------
Richard H. Egdahl, M.D. (77) Trustee Since 1992.
Boston University Healthcare Serves until a successor trustee is
Entrepreneurship Program, elected or earlier retirement or removal.
53 Bay State Road,
Boston, MA 02215
- -------------------------------------------------------------------------------------------------------------------------
36
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Principal Occupation During Past Five Years Other Directorships Held by this Trustee
Deputy Chairman and a Director of Pioneer Global Director of Harbor Global Company,
Asset Management S.p.A. ("PGAM"); Non-Executive Ltd.
Chairman and a Director of Pioneer Investment
Management USA Inc. ("PIM-USA"); Chairman and a
Director of Pioneer; Director of Pioneer
Alternative Investment Management Limited
(Dublin); President and a Director of Pioneer
Alternative Investment Management (Bermuda)
Limited and affiliated funds; President and
Director of Pioneer Funds Distributor, Inc.
("PFD"); President of all of the Pioneer Funds;
and Of Counsel (since 2000, partner prior to
2000), Hale and Dorr LLP (counsel to PIM-USA and
the Pioneer Funds)
- -------------------------------------------------------------------------------------------------------------------------
President and Chief Executive Officer, PIM-USA since None
May, 2003 (Director since January, 2001); President
and Director of Pioneer since May, 2003; Chairman
and Director of Pioneer Investment Management
Shareholder Services, Inc. ("PIMSS") since May, 2003;
Executive Vice President of all of the Pioneer Funds
since June, 2003; Executive Vice President and Chief
Operating Officer of PIM-USA, November 2000 to May
2003; Executive Vice President, Chief Financial Officer
and Treasurer, John Hancock Advisers, L.L.C., Boston,
MA, November 1999 to November 2000; Senior Vice
President and Chief Financial Officer, John Hancock
Advisers, L.L.C., April 1997 to November 1999
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Principal Occupation During Past Five Years Other Directorships Held by this Trustee
President, Bush International (international financial Director of Brady Corporation
advisory firm) (industrial identification and
specialty coated material products
manufacturer), Millennium
Chemicals, Inc. (commodity
chemicals), Mortgage Guaranty
Insurance Corporation, and R.J.
Reynolds Tobacco Holdings, Inc.
(tobacco)
- -------------------------------------------------------------------------------------------------------------------------
Alexander Graham Bell Professor of Health Care None
Entrepreneurship, Boston University; Professor
of Management, Boston University School of
Management; Professor of Public Health, Boston
University School of Public Health; Professor of Surgery,
Boston University School of Medicine; and University
Professor, Boston University
- -------------------------------------------------------------------------------------------------------------------------
37
- --------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------
Name, Age and Address Positions Held With the Fund Term of Office and Length of Service
Margaret B.W. Graham (56) Trustee Since 1990.
1001 Sherbrooke Street West, Serves until a successor trustee is
Montreal, Quebec, Canada elected or earlier retirement or removal.
H3A 1G5
- -------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (55) Trustee Since 1990.
One Boston Place, 28th Floor, Serves until a successor trustee is Boston, MA
02108 elected or earlier retirement or removal.
- -------------------------------------------------------------------------------------------------------------------------
Stephen K. West (75) Trustee Since 1993.
125 Broad Street, Serves until a successor trustee is
New York, NY 10004 elected or earlier retirement or removal.
- -------------------------------------------------------------------------------------------------------------------------
John Winthrop (67) Trustee Since 1990.
One North Adgers Wharf, Serves until a successor trustee is Charleston, SC
29401 elected or earlier retirement or removal.
- -------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FUND OFFICERS
- --------------------------------------------------------------------------------
Name and Age Positions Held With the Fund Term of Office and Length of Service
Dorothy E. Bourassa (55) Secretary Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------------
Christopher J. Kelley (39) Assistant Secretary Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------------
David C. Phelan (46) Assistant Secretary Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------------
Vincent Nave (58) Treasurer Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------------
Luis I. Presutti (38) Assistant Treasurer Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------------
38
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal Occupation During Past Five Years Other Directorships Held by this
Trustee
Founding Director, The Winthrop Group, Inc. (consulting None
firm); Professor of Management, Faculty of Management,
McGill University
- -----------------------------------------------------------------------------------------------------
President and Chief Executive Officer, Newbury, Piret & None
Company, Inc. (investment banking firm)
- -----------------------------------------------------------------------------------------------------
Senior Counsel, Sullivan & Cromwell (law firm) Director, The Swiss Helvetia
Fund, Inc. (closed-end investment
company) and AMVESCAP PLC
(investment managers)
- -----------------------------------------------------------------------------------------------------
President, John Winthrop & Co., Inc. None
(private investment firm)
- -----------------------------------------------------------------------------------------------------
Principal Occupation During Past Five Years Other Directorships Held by this
Officer
Secretary of PIM-USA: Senior Vice President-Legal of None
Pioneer; and Secretary/Clerk of most of PIM-USA's
subsidiaries since October 2000; Secretary of all of the
Pioneer Funds since September 2003 (Assistant
Secretary from November 2000 to September 2003);
and Senior Counsel, Assistant Vice President and Director
of Compliance of PIM-USA from April 1998 through
October 2000
- -----------------------------------------------------------------------------------------------------
Assistant Vice President and Senior Counsel of Pioneer None
since July 2002; Vice President and Senior Counsel of
BISYS Fund Services, Inc. (April 2001 to June 2002);
Senior Vice President and Deputy General Counsel of
Funds Distributor, Inc. (July 2000 to April 2001; Vice
President and Associate General Counsel from July 1996
to July 2000); Assistant Secretary of all of the Pioneer
Funds since September 2003
- -----------------------------------------------------------------------------------------------------
Partner, Hale and Dorr LLP; Assistant Secretary of all of None
Pioneer Funds since September 2003
- -----------------------------------------------------------------------------------------------------
Vice President-Fund Accounting, Administration and Custody None
Services of Pioneer (Manager from September 1996 to February
1999); and Treasurer of all of the Pioneer Funds (Assistant
Treasurer from June 1999 to November 2000)
- -----------------------------------------------------------------------------------------------------
Assistant Vice President-Fund Accounting, Administration None
and Custody Services of Pioneer (Fund Accounting Manager
from 1994 to 1999); and Assistant Treasurer of all of the
Pioneer Funds since November 2000
- -----------------------------------------------------------------------------------------------------
39
- --------------------------------------------------------------------------------
FUND OFFICERS
- --------------------------------------------------------------------------------
Name and Age Positions Held With the Fund Term of Office and Length of Service
Gary Sullivan (45) Assistant Treasurer Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------------
Katherine Kim Sullivan (30) Assistant Treasurer Serves at the discretion of board.
- -----------------------------------------------------------------------------------------------------
40
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal Occupation During Past Five Years Other Directorships Held by this
Officer
Fund Accounting Manager-Fund Accounting, Administration None
and Custody Services of Pioneer; and Assistant Treasurer of
all of the Pioneer Funds since May 2002
- -----------------------------------------------------------------------------------------------------
Fund Administration Manager-Fund Accounting, None
Administration and Custody Services since June 2003;
Assistant Vice President-Mutual Fund Operations of
State Street Corporation from June 2002 to June 2003
(formerly Deutsche Bank Asset Management); Pioneer
Fund Accounting, Administration and Custody Services
(Fund Accounting Manager from August 1999 to May 2002,
Fund Accounting Supervisor from 1997 to July 1999);
Assistant Treasurer of all of the Pioneer Funds since
September 2003
- -----------------------------------------------------------------------------------------------------
41
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
- --------------------------------------------------------------------------------
Your investment professional can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-8O0-225-6292.
FactFone(SM)
Our automated account information service, available to you 24 hours a day,
seven days a week. FactFone gives you a quick and easy way to check fund share
prices, yields, dividends and distributions, as well as information about your
own account. Simply call 1-800-225-4321. For specific account information, have
your 10-digit account number, your three-digit fund number and your four-digit
personal identification number at hand.
6-Month Reinstatement Privilege (for Class A and Class B Shares) Enables you to
reinvest all or a portion of the money you redeem from your Pioneer account -
without paying a sales charge - within 6 months of your redemption. You have the
choice of investing in any Pioneer fund provided the account has the exact same
registration and meets the fund's minimum investment requirement. Reinstated
accounts may only purchase Class A fund shares.
Investomatic Plan
An easy and convenient way for you to invest on a regular basis. All you need to
do is authorize a set amount of money to be moved out of your bank account into
the Pioneer fund of your choice. Investomatic also allows you to change the
dollar amount, frequency and investment date right over the phone. By putting
aside affordable amounts of money regularly, you can build a long-term
investment - without sacrificing your current standard of living.
Payroll Investment Program (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All that's
involved is for your employer to fill out an authorization form allowing Pioneer
to deduct from participating employees' paychecks. You specify the dollar amount
you want to invest into the Pioneer fund(s) of your choice.
42
Pioneer Mid Cap Value Fund
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Automatic Exchange Program
A simple way to move money from one Pioneer fund to another over a period of
time. Just invest a lump sum in one fund, and select the other Pioneer funds you
wish to invest in. You choose the amounts and dates for Pioneer to sell shares
of your original fund and use the proceeds to buy shares of the other funds you
have chosen. Over time, your investment will be shifted out of the original
fund. (Automatic Exchange is available for originating accounts with a balance
of $5,000 or more.)
Directed Dividends
Lets you invest cash dividends from one Pioneer fund to an account in another
Pioneer fund with no sales charge or fee. Simply fill out the applicable
information on a Pioneer Account Options Form. (This program is available for
dividend payments only; capital gains distributions are not eligible at this
time.)
Direct Deposit
Lets you move money into your bank account using electronic funds transfer
(EFT). EFT moves your money faster than you would receive a check, eliminates
unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer
Direct Deposit Form, giving your instructions.
Systematic Withdrawal Plan (SWP)
Lets you establish automatic withdrawals from your account at set intervals. You
decide the frequency and the day of the month. Pioneer will send the proceeds by
check to the address you designate, or electronically to your bank account. You
also can authorize Pioneer to make the redemptions payable to someone else.
(SWPs are available for accounts with a value of $10,000 or more.)
43
- --------------------------------------------------------------------------------
RETIREMENT PLANS FROM PIONEER
- --------------------------------------------------------------------------------
Pioneer has a long history of helping people work toward their retirement goals,
offering plans suited to the individual investor and businesses of all sizes.
For more information on Pioneer retirement plans, contact your investment
professional, or call Pioneer at 1-800-622-0176.
Individual Retirement Accounts (IRAs)
Traditional IRA*
For anyone under age 70-1/2 earning income. Individuals can contribute up to
$3,000 annually. Earnings are tax-deferred, and contributions may be
tax-deductible.
Roth IRA*
Available to single individuals earning less than $110,000 in income annually,
and married couples with joint income less than $160,000. Contributions of up to
$3,000 a year are not tax-deductible, but all earnings are tax-free for
qualified withdrawals. Distributions are tax and penalty-free if certain
conditions are met.
Employer-Sponsored Plans
Uni-K Plan*
A 401(k) plan designed specifically for any business that employs only owners
and their spouses. Participants can make salary deferral contributions up to
$11,000 per year. In addition, each year the business may contribute up to 25%
of pay.
401(k) Plan*
Allows employees to make pre-tax contributions through payroll deduction, up to
$11,000 per year. Employers' contributions are discretionary. The 401(k) offers
companies maximum flexibility.
SIMPLE IRA Plan*
The Savings Incentive Match PLan for Employees (SIMPLE) is designed for
employers with 100 or fewer eligible employees. Employees can decide whether to
contribute. Employers must contribute.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
44
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
403(b) Plan*
Also known as a Tax-Sheltered Account (TSA), this plan lets employees of public
schools, non-profit hospitals and other tax-exempt organizations make pre-tax
contributions through payroll deduction.
SEP-IRA
The Simplified Employee Pension (SEP) plan lets self-employed people and
small-business owners make tax-deductible contributions of up to 25% of income,
while maintaining complete contribution flexibility each year.
Profit Sharing Plan
Companies can decide each year whether - and how much - to contribute to
participants, up to 25% of each participant's pay. Can include vesting schedules
that are not available with a SEP-IRA.
Age-Based Profit Sharing Plan
Employer contributions are flexible, but are based on a formula using age and
salary. Each year, a business can contribute up to 25% of the total eligible
payroll.
Money Purchase Pension Plan (MPP)
Allows employer contributions, up to 25% of pay annually. Companies must
contribute a fixed percentage of pay each year.
Defined Benefit Pension Plan
Requires a business to contribute enough each year to fund a specific future
benefit. Most beneficial to older employees who need to accumulate assets
rapidly.
* Special Catch-Up Provisions are available to individuals age 50 and older to
contribute additional amounts to their retirement accounts. For more
information, call our Retirement Plans Information line at 1-800-622-0176.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
45
HOW TO CONTACT PIONEER
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
PIMSS, 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 website: www.pioneerfunds.com
This report must be preceded or accompanied by a current Fund prospectus.
[LOGO] PIONEER Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, Massachusetts 02109
www.pioneerfunds.com
14483-00-1203
(C) 2003 Pioneer Funds Distributor, Inc.
Underwriter of Pioneer mutual funds, Member SIPC
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
Not applicable; to be answered on annual submissions after December 15, 2003.
ITEMS 5-6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's certifying officers have determined that the registrant's
disclosure controls and procedures are effective based on our evaluation of
these controls and procedures as of a date within 90 days prior to the filing
date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the registrant's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
ITEM 10. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
Filed herewith.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Mid Cap Value Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date December XX, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date December XX, 2003
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date December XX, 2003
* Print the name and title of each signing officer under his or her signature.