-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FVcl3MpmjYinRepEG66xNpw2xrR9NO8igW7kuvEW+EY66FgZ8Yjb289FwFynEIH8 OHKCFh8MectcvXrmElGGdg== 0001016964-01-500132.txt : 20010824 0001016964-01-500132.hdr.sgml : 20010824 ACCESSION NUMBER: 0001016964-01-500132 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010823 EFFECTIVENESS DATE: 20010831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER MID CAP VALUE FUND CENTRAL INDEX KEY: 0000863334 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043091159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-34801 FILM NUMBER: 1722047 BUSINESS ADDRESS: STREET 1: 60 STATE ST - 19TH FL CITY: BOSTON STATE: MA ZIP: 02109-1820 BUSINESS PHONE: 6177427825 MAIL ADDRESS: STREET 1: 60 STATE ST STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER CAPITAL GROWTH FUND /MA/ DATE OF NAME CHANGE: 19980630 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER GROWTH TRUST DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER MID CAP VALUE FUND CENTRAL INDEX KEY: 0000863334 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043091159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-06106 FILM NUMBER: 1722048 BUSINESS ADDRESS: STREET 1: 60 STATE ST - 19TH FL CITY: BOSTON STATE: MA ZIP: 02109-1820 BUSINESS PHONE: 6177427825 MAIL ADDRESS: STREET 1: 60 STATE ST STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER CAPITAL GROWTH FUND /MA/ DATE OF NAME CHANGE: 19980630 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER GROWTH TRUST DATE OF NAME CHANGE: 19920703 485BPOS 1 mdv082301485b.txt PEA 20/AMEND. 21 TO REGISTRATION STATEMENT File Nos. 33-34801 811-06106 As filed with the Securities and Exchange Commission on August 23, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X / --- Pre-Effective Amendment No. __ /___/ Post-Effective Amendment No. 20 / X / --- and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X / --- Amendment No. 21 / X / --- (Check appropriate box or boxes) PIONEER MID-CAP VALUE FUND (Exact Name of Registrant as Specified in Charter) 60 State Street, Boston, Massachusetts 02109 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (617) 742-7825 Joseph P. Barri, Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109 (Name and Address of Agent for Service) It is proposed that this filing will become effective (check appropriate box): ___ immediately upon filing pursuant to paragraph (b) X on August 31, 2001 pursuant to paragraph (b) --- ___ 60 days after filing pursuant to paragraph (a)(1) ___ on [date] pursuant to paragraph (a)(1) ___ 75 days after filing pursuant to paragraph (a)(2) ___ on [date] pursuant to paragraph (a)(2)of Rule 485. If appropriate, check the following box: X This post-effective amendment designates a new effective date for a --- previously filed post-effective amendment. STATEMENT OF INCORPORATION BY REFERENCE The following documents are incorporated herein by reference in their entirety: As filed with Document the SEC on Accession Number - ---------------------------------- ---------------- -------------------- Prospectuses dated 3/1/01 3/1/01 0001016964-01-000040 Prospectus supplement dated 7/30/01 7/30/01 0001016964-01-500088 Statement of additional informa- tion dated 3/1/01 3/1/01 0001016964-01-000040 Statement of additional informa- tion supplement dated 7/30/01 7/30/01 0000276776-01-500009 4/30/01 semiannual report 6/21/01 0000863334-01-500002 PRELIMINARY SUPPLEMENT TO THE PROSPECTUSES FOR PIONEER MID-CAP VALUE FUND DATED MARCH 1, 2001. THE CHANGE IN PERFORMANCE FEE INDEX DISCLOSED IN THIS SUPPLEMENT HAS NOT YET BEEN APPROVED BY THE BOARD OF TRUSTEES OF THE FUND. THERE CAN BE NO ASSURANCE THAT THE TRUSTEES WILL APPROVE THE SUCCESSOR INDEX OR AS TO THE TIMING OF ANY SUCH APPROVAL. _______, 2001 SUPPLEMENT TO THE PROSPECTUSES FOR PIONEER MID-CAP VALUE FUND, DATED MARCH 1, 2001, AS SUPPLEMENTED ______, 2001 As described below, the management fee paid by Pioneer Mid-Cap Value Fund (the "fund") to Pioneer Investment Management, Inc. ("Pioneer") as a percentage of the fund's average daily net assets increases or decreases based on the relative performance of the fund compared to a benchmark index. Currently and until [October __, 2001], the fund's performance is compared to the Lipper Growth Funds Index (the "current index"). The fund's Management Contract permits the fund's Trustees to replace the current index as the fund's performance benchmark if the Trustees determine that use of another index is more appropriate. Lipper Inc. has announced that it is phasing out the current index as part of Lipper's gradual introduction of a new classification system for U.S. equity funds. The Trustees have approved the Lipper Mid-Cap Value Funds Index as the fund's performance fee index (the "successor index") for performance periods commencing on or after [October __], 2001. Lipper's new classification system is based on a fund's investment style and market capitalization rather than on the investment objective disclosed in an equity fund's prospectus. The successor index will be substituted for the current index in prospectively calculating the performance-based adjustment to the basic fee as explained below. The calculation of the performance adjustment for any portion of the performance period prior to the adoption of the successor index would still be based upon the fund's performance compared to the current index. The following supplements the information presented in the prospectus: MANAGEMENT FEE The fund pays Pioneer a fee for managing the fund and to cover the cost of providing certain services to the fund. Pioneer's fee varies based on: |X| The fund's assets; Pioneer earns an annual basic fee equal to 0.70% of the fund's average daily net assets up to $500 million, 0.65% of the next $500 million and 0.625% on assets over $1 billion. |X| The investment performance of the fund compared to a performance index. The Lipper Growth Funds Index, which measures the investment performance of mutual funds with a growth investment objective, is the performance index for periods through [October __], 2001 and the Lipper Mid-Cap Value Funds Index, which measures the investment performance of mutual funds with a mid-cap value style, is used for periods commencing on or after [October __], 2001. The basic fee can increase or decrease by a maximum of 0.10%, depending on the performance of the fund's Class A shares relative to the index. The performance comparison is made for a rolling 36-month period. Pioneer's fee increases or decreases depending upon whether the fund's performance is up and down more or less than that of the applicable index. Each percentage point of difference between the performance of the Class A shares and the index (to a maximum of +/- 10) is multiplied by a performance rate adjustment of 0.01%. As a result, the maximum annualized rate adjustment is +/- 0.10%. This performance comparison is made at the end of each month. An appropriate percentage of this rate (based on the number of days in the current month) is then applied to the fund's average net assets for the entire performance period, giving a dollar amount that will be added to (or subtracted from) the basic fee. xxxxx-00-0601 (C) Pioneer Funds Distributor, Inc. Underwriter of Pioneer mutual funds PRELIMINARY SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION FOR PIONEER MID-CAP VALUE FUND DATED MARCH 1, 2001. THE CHANGE IN PERFORMANCE FEE INDEX DISCLOSED IN THIS SUPPLEMENT HAS NOT YET BEEN APPROVED BY THE BOARD OF TRUSTEES OF THE FUND. THERE CAN BE NO ASSURANCE THAT THE TRUSTEES WILL APPROVE THE SUCCESSOR INDEX OR AS TO THE TIMING OF ANY SUCH APPROVAL. ________, 2001 SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION PIONEER MID-CAP VALUE FUND, DATED MARCH 1, 2001, AS SUPPLEMENTED ________, 2001 The following supplements the information presented under "Investment Adviser": ADVISORY FEE. As compensation for its management services and expenses incurred, the fund pays Pioneer a management fee that is comprised of two components, a basic fee (the "Basic Fee") and a performance fee adjustment. The Basic Fee is the following percentage of the fund's average daily net assets: 0.70% up to $500 million, 0.65% of the next $500 million and 0.625% of the excess over $1 billion. An appropriate percentage of the Basic Fee rate (based upon the number of days in the current month) is multiplied by the fund's average daily net assets for the current month, giving a dollar amount which is the monthly Basic Fee. PERFORMANCE FEE ADJUSTMENT. The Basic Fee is subject to an upward or downward adjustment, depending on whether, and to what extent, the investment performance of the Class A shares of the fund for the relevant performance period exceeds, or is exceeded by, the record of a securities index (the "Index"). For the period from May 1, 1998 through [______], 2001, the fund's investment performance is compared to the Lipper Growth Funds Index. For performance periods commencing on or after [______], 2001, the fund's investment performance is compared to the Lipper Mid-Cap Value Funds Index. The Basic Fee is computed and accrued daily, the performance fee adjustment is calculated once each month and the entire management fee is paid monthly. The performance period consists of the current month and the prior 35 months ("performance period"). Each percentage point of difference (up to a maximum of +/-10) between the performance of the fund's Class A shares and the applicable Index is multiplied by a performance adjustment rate of 0.01%. The maximum annualized adjustment rate is +/-0.10%. This performance comparison is made at the end of each month. An appropriate percentage of this rate (based upon the number of days in the current month) is then applied to the average net assets attributable to the fund's Class A shares for the entire performance period, giving a dollar amount that is added to (or subtracted from) the Basic Fee. The monthly performance adjustment is further adjusted to the extent necessary in order to insure that the total annual adjustment to the Basic Fee does not exceed +/-0.10% of the average daily net assets for that year. The fund's performance is calculated based on the net asset value of the fund's Class A shares. For purposes of calculating the performance adjustment, any dividends or capital gain distributions paid by the fund are treated as if reinvested in fund shares at the net asset value as of the record date for payment. The records for each Index are based on change in value and any cash distributions from the mutual funds comprising the Index. From time to time, the Trustees may determine that another securities index is a more appropriate benchmark than the Index for purposes of evaluating the performance of the fund. In such event, a successor index may be substituted for the Index. Similarly, the Trustees may determine that another class of shares is more appropriate for comparing the performance of the fund and may be substituted for the performance of Class A shares. However, the calculation of the performance adjustment for any portion of the performance period prior to the adoption of the successor index or class would still be based upon the fund's performance compared to the Index or Class A shares. APPLICATION OF PERFORMANCE ADJUSTMENT. The application of the performance adjustment is illustrated by the following hypothetical example, assuming that the net asset value of the fund's Class A shares and the level of the Index were $10 and 100, respectively, on the first day of the performance period.
INVESTMENT PERFORMANCE* CUMULATIVE CHANGE FIRST DAY END OF PERIOD ABSOLUTE PERCENTAGE POINTS Fund $ 10 $ 13 +$ 3 + 30% Index 100 123 + 23 + 23%
* Reflects performance at net asset value. Any dividends or capital gains distributions paid by the fund are treated as if reinvested in shares of the fund at net asset value as of the payment date and any dividends paid by funds which comprise the Index are treated as if reinvested on the ex-dividend date. The difference in relative performance for the performance period is +7 percentage points. Accordingly, the annualized management fee rate for the last month of the performance period would be calculated as follows: an appropriate percentage of the Basic Fee rate (based upon the number of days in the month) of 0.70% (assuming fund assets of up to $500 million) would be multiplied by the fund's average daily net assets for the month resulting in a dollar amount. The +7 percentage point difference is multiplied by the performance adjustment rate of 0.01% producing a rate of 0.07%. An appropriate percentage of this rate (based upon the number of days in the month) is then multiplied by the average daily net assets of the fund over the performance period resulting in a dollar amount which is added to the dollar amount of the Basic Fee. The management fee paid is the Basic Fee adjusted by the dollar amount of the performance adjustment calculated for the performance period. If the investment performance of the Index during the performance period exceeded the performance record of the fund, the dollar amount of the performance adjustment would be deducted from the Basic Fee. Because the adjustment to the Basic Fee is based on the comparative performance of the fund and the record of the Index, the controlling factor is not whether fund performance is up or down, but whether it is up or down more or less than the record of the Index. Moreover, the comparative investment performance of the fund is based solely on the relevant performance period without regard to the cumulative performance over a longer or shorter period of time. Prior to May 1, 1998, as compensation for its management services and expenses incurred, Pioneer was entitled to a management fee equal to 0.65% per annum of the fund's average daily net assets up to $300 million, 0.60% of the next $200 million, 0.50% of the next $500 million and 0.45% of the excess over $1 billion. The fee was computed and accrued daily and paid monthly. See the table in Appendix A for management fees paid to Pioneer during recently completed fiscal years. The following supplements the information presented under "Comparative Performance Index Descriptions": LIPPER GROWTH FUNDS INDEX. The Index represents an arithmetic mean performance (i.e., equally weighted) of the thirty largest funds with a growth objective. LIPPER MID-CAP VALUE FUNDS INDEX. The index includes funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 300% of the dollar-weighted median market capitalizations of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Mid-cap value funds typically have a below-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P MidCap 400 Index. PART C - OTHER INFORMATION Item 23. Exhibits Amended Form N-1A Exhibit Reference (a) 1.1. Agreement and Declaration of Trust(1) (a) 1.2. Certificate of Trust(1) (a) 1.3. Establishment and Designation of Class A, Class B, Class C and Class Y Shares of Beneficial Interest(1) (a) 1.4. Certificate of Amendment to Agreement and Declaration of Trust(4) (a) 1.5. Certificate of Amendment to Certificate of Trust(4) (b) 2. Restated By-Laws(5) (c) 4. Specimen Share Certificate(1) (d) 5. Management Contract(5) (e) 6.1. Underwriting Agreement(5) (e) 6.2. Updated Dealer Sales Agreement(5) (f) 7. None (g) 8. Custodian Agreement(5) (h) 9.1. Investment Company Service Agreement(5) (h) 9.2. Form of Agreement and Plan of Reorganization(1) (h) 9.3. Administration Agreement(3) (i) 10. Opinion of Counsel(1) (j) 11. Consent of Arthur Andersen LLP(6) (k) 12. None (l) 13. None (m) 15.1. Class A Distribution Plan(1) (m) 15.2. Form of Class B Distribution Plan(2) (m) 15.3. Class C Distribution Plan(1) (n) 18. Form of Multiclass Plan Pursuant to Rule 18f-3(1) (o) 19. Not applicable (p) 20. Code of Ethics(5) N/A 21. Powers of Attorney(5) - ------------------ (1) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 11 to the Registration Statement (File Nos. 33-34801; 811-06106) as filed with the Securities and Exchange Commission (the "SEC") on June 30, 1998 (Accession No. 0001016964-98-000074). (2) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 12 to the Registration Statement as filed with the SEC on October 30, 1998 (Accession No. 0000950146-98-001816). (3) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 13 to the Registration Statement as filed with the SEC on December 21, 1998 (Accession No. 0000950146-98-002121). (4) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 15 to the Registration Statement as filed with the SEC on February 28, 2000 (Accession No. 0001016964-00-000032). (5) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 16 to the Registration Statement as filed with the SEC on March 1, 2001 (Accession No. 0001016964-01-000040). (6) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 17 to the Registration Statement as filed with the SEC on June 11, 2001 (Accession No. 0001016964-01-500056). C-1 Item 24. Persons Controlled by or Under Common Control with the Fund None. Item 25. Indemnification Except for the Agreement and Declaration of Trust (the "Declaration"), dated January 8, 1998, establishing the Fund as a business trust under Delaware law, there is no contract, arrangement or statute under which any Trustee, officer, underwriter or affiliated person of the Fund is insured or indemnified. The Declaration provides that every person who is, or has been, a Trustee or an officer, employee or agent of the Fund shall be indemnified by the Fund or the appropriate Fund series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee, officer, employee or agent and against amounts paid or incurred by him in the settlement thereof. Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the "1933 Act"), may be available to Trustees, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a Trustee, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. Item 26. Business and Other Connections of Investment Adviser Pioneer Investment Management, Inc. ("Pioneer Investments") is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and is an indirect, majority owned subsidiary of UniCredito Italiano S.p.A. ("UniCredito"). Pioneer Investments manages investment companies, pension and profit sharing plans, trusts, estates or charitable organizations and other corporations or business entities. To the knowledge of the Fund, none of Pioneer Investments' directors or executive officers is or has been during their employment with Pioneer Investments engaged in any other business, profession, vocation or employment of a substantial nature for the past two fiscal years, except as noted below. Certain directors and officers, however, may hold or may have held various positions with, and engage or have engaged in business for, the investment companies that Pioneer Investments manages and/or other UniCredito subsidiaries. OTHER BUSINESS, PROFESSION, VOCATION OR EMPLOYMENT OF SUBSTANTIAL NATURE WITHIN LAST TWO NAME OF DIRECTOR/OFFICER FISCAL YEARS John F. Cogan, Jr. Of Counsel, Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109 Item 27. Principal Underwriters (a) See "Management of the Fund" in the Statement of Additional Information. (b) Directors and officers of Pioneer Funds Distributor, Inc.: C-2 POSITIONS AND OFFICES WITH POSITIONS AND OFFICES WITH NAME UNDERWRITER FUND David D. Tripple Director and Chairman Executive Vice President and Trustee Steven M. Graziano Director and President None Daniel Dart Executive Vice President None Bruce R. Speca Senior Vice President None Marcy L. Supovitz Senior Vice President None Jennifer Brountas Senior Vice President None Philip Haley Senior Vice President None Barry Knight Senior Vice President None William A. Misata Senior Vice President None Natale Algiere Senior Vice President None Michael B. Glenn Senior Vice President None Sherwood L. Harris Senior Vice President None Marc Rappaport Senior Vice President None Jeffrey Saunders Senior Vice President None Gail Smyth Senior Vice President None Kristine Swanson Senior Vice President None Elizabeth A. Watson Vice President, Compliance None I-ling Lu Treasurer None Dorothy E. Bourassa Clerk Assistant Secretary The principal business address of each of these individuals is 60 State Street, Boston, Massachusetts 02109-1820. (c) Not applicable. Item 28. Location of Accounts and Records The accounts and records are maintained at the Fund's office at 60 State Street, Boston, Massachusetts 02109; contact the Treasurer. Item 29. Management Services Not applicable. Item 30. Undertakings Not applicable. C-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Fund has certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston and The Commonwealth of Massachusetts on the 23rd day of August, 2001. PIONEER MID-CAP VALUE FUND By: /s/ David D. Tripple David D. Tripple Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated: Signature Title John F. Cogan, Jr.* Chairman of the Board ) John F. Cogan, Jr. and President ) (Principal Executive ) Officer) ) ) ) Vincent Nave* Chief Financial Officer ) Vincent Nave and Treasurer (Principal ) Financial and Accounting ) Officer) ) ) ) Trustees: ) ) ) Mary K. Bush* ) Mary K. Bush ) ) ) John F. Cogan, Jr.* ) John F. Cogan, Jr. ) ) ) ) Richard H. Egdahl* ) Richard H. Egdahl ) ) ) Margaret BW Graham* ) Margaret B. W. Graham ) ) ) Marguerite A. Piret* ) Marguerite A. Piret ) ) ) /s/ David D. Tripple ) David D. Tripple ) ) ) Stephen K. West* ) Stephen K. West ) ) ) John Winthrop* ) John Winthrop ) ) ) *By: /s/ David D. Tripple Dated: August 23, 2001) David D. Tripple Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----