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PIONEER
Pioneer
Growth Shares
SEMIANNUAL REPORT 6/30/97
<PAGE>
Table of Contents
- --------------------------------------------------------------------------------
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 6
Schedule of Investments 10
Financial Statements 13
Notes to Financial Statements 19
Report of Independent Public Accountants 22
Trustees, Officers and Service Providers 23
Programs and Services for Pioneer Shareowners 26
The Pioneer Family of Mutual Funds 29
<PAGE>
Pioneer Growth Shares
LETTER FROM THE CHAIRMAN 6/30/97
Dear Shareowner,
- ----------------------------------------------------------------------------
Welcome to Pioneer Growth Shares' semiannual report, covering the extraordinary
six months ended June 30, 1997. I thank you for your interest, and for the
opportunity to comment briefly on the Fund and today's investing environment.
This was an exciting and rewarding period for your Fund and its investment
management team. Trends that fueled a record stock market in 1996 continued
with only a few brief pauses. Money poured into financial markets; over the six
months, $277 billion entered the stock market through mutual funds alone. The
bulk was directed toward stocks of large, familiar companies, and the Dow Jones
Industrial Average repeatedly pushed on to new highs, gaining 20% over the six
months. Your Fund's concentrated portfolio of large, growth-oriented stocks
returned 26% and outpaced even the Dow. It was a tremendous run, given that
stocks have returned an average of 16% a year over the past 20 years.
As time passes, it seems realistic to expect the stock market's unprecedented
surge to slow or even backtrack. Your Fund's portfolio is concentrated in what
we call "fortress" firms - large companies that dominate their fast-growing
industries and are committed to remaining well ahead of their competition. That
strategy, combined with our ongoing and rigorous search for new investment
opportunities, gives us confidence that your Fund is well-positioned to
flourish if the current environment continues, and to hold up well if the
market turns.
I encourage you to read on to learn more about your Fund. Please contact your
investment professional, or Pioneer at 1-800-225-6292, if you have questions
about Pioneer Growth Shares.
Respectfully,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.,
Chairman and President
1
<PAGE>
Pioneer Growth Shares
PORTFOLIO SUMMARY 6/30/97
P o r t f o l i o D i v e r s i f i c a t i o n
- ----------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[pie chart]
U.S. Common Stocks 98%
Depositary Receipts for International Stocks 1%
Short-Term Cash Equivalents 1%
S e c t o r D i s t r i b u t i o n
- ----------------------------------------------------------------------------
(As a percentage of equity holdings)
[pie chart]
Technology 33%
Consumer Non-Durables 25%
Financial 16%
Services 10%
Basic Industries 10%
Capital Goods 3%
Consumer Durables 3%
1 0 L a r g e s t H o l d i n g s
- ----------------------------------------------------------------------------
(As a percentage of equity holdings)
1. Dell Computer Corp. 6.14% 6. Smith's Food & Drug, Inc. 4.19%
(Class B)
2. Intel Corp. 5.45 7. Wrigley (WM) Jr., Co. 3.87
3. Microsoft Corp. 5.39 8. Pioneer Hi-Bred 3.84
International, Inc.
4. Monsanto Co. 5.01 9. Franklin Resources Inc. 3.79
5. Applied Materials, Inc. 4.23 10. Gillette Co. 3.57
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Growth Shares
PERFORMANCE UPDATE 6/30/97 CLASS A SHARES
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- ----------------------------------------------------------------------------
Net Asset Value
per Share 6/30/97 12/31/96
$14.80 $11.71
Distributions per Share Income Short-Term Long-Term
(12/31/96-6/30/97) Dividends Capital Gains Capital Gains
- - -
I n v e s t m e n t R e t u r n s
- ----------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment
made in Pioneer Growth Shares at public offering price, compared to the growth
of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of June 30, 1997)
Net Asset Public Offering
Period Value Price*
10 Years 15.89% 15.20%
5 Years 22.09 20.66
1 Year 50.03 41.42
* Reflects deduction of the maximum 5.75% sales charge at the beginning of the
period and assumes reinvestment of distributions at net asset value.
[line chart]
Growth of $10,000
Pioneer Growth Shares* Standard & Poor's 500 Index
6/87 9425 10000
6/88 8894 9305
6/89 10892 11207
6/90 14766 13044
6/91 13891 14008
6/92 15181 15879
6/93 18946 18034
6/94 16564 18292
6/95 22786 23047
6/96 27450 29023
6/97 41182 39075
The Fund adopted its current name and investment adviser (Pioneering Management
Corp.) on December 1, 1993. Prior to that date, the Fund's name was Mutual of
Omaha Growth Fund, Inc., and its investment adviser was Mutual of Omaha Fund
Management Company.
The Standard & Poor's 500 Index is an unmanaged measure of 500 widely held
common stocks listed on the New York Stock Exchange, American Stock Exchange
and the Over-the-Counter market. 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 share price
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
3
<PAGE>
Pioneer Growth Shares
PERFORMANCE UPDATE 6/30/97 CLASS B SHARES
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- ----------------------------------------------------------------------------
Net Asset Value
per Share 6/30/97 12/31/96
$14.55 $11.55
Distributions per Share Income Short-Term Long-Term
(12/31/96-6/30/97) Dividends Capital Gains Capital Gains
- - -
I n v e s t m e n t R e t u r n s
- ----------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Growth Shares, compared to the growth of the Standard & Poor's 500
Index.
Average Annual Total Returns
(As of June 30, 1997)
If If
Period Held Redeemed*
Life-of-Fund 33.48% 32.49%
(4/28/95)
1 Year 48.89 44.89
* Reflects deduction of the maximum applicable contingent deferred sales
charge (CDSC) at the end of the period and assumes reinvestment of
distributions. The maximum CDSC of 4% declines over six years.
[line chart]
Growth of $10,000
Pioneer Growth Shares* Standard & Poor's 500 Index
4/95 10000 10000
6/96 10537 10654
9/95 12335 11498
12/95 11826 12188
3/96 12131 12841
6/96 12605 13416
9/96 13330 13828
12/96 14897 14979
3/97 15155 15383
6/97 18466 18062
The Standard & Poor's 500 Index is an unmanaged measure of 500 widely held
common stocks listed on the New York Stock Exchange, American Stock Exchange
and the Over-the-Counter market. 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 share price
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
4
<PAGE>
Pioneer Growth Shares
PERFORMANCE UPDATE 6/30/97 CLASS C SHARES
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- ----------------------------------------------------------------------------
Net Asset Value
per Share 6/30/97 12/31/96
$14.61 $11.55
Distributions per Share Income Short-Term Long-Term
(12/31/96-6/30/97) Dividends Capital Gains Capital Gains
- - -
I n v e s t m e n t R e t u r n s
- ----------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Growth Shares, compared to the growth of the Standard & Poor's 500
Index.
Average Annual Total Returns
(As of June 30, 1997)
If If
Period Held Redeemed*
Life-of-Fund 38.55% 38.55%
(1/31/96)
1 Year 49.65 49.65
* Assumes reinvestment of distributions. The 1% contingent deferred sales charge
(CDSC) applies to redemptions made within one year of purchase.
[line chart]
Growth of $10,000
Pioneer Growth Shares* Standard & Poor's 500 Index
1/96 10000 10000
10267 10069
3/96 10228 10203
10644 10340
10950 10577
6/96 10617 10660
9964 10172
10515 10364
9/96 11239 10987
11372 11274
12442 12101
12/96 12561 11902
13692 12632
13583 12706
3/97 12832 12223
14007 12937
15279 13695
6/97 15888 14352
The Standard & Poor's 500 Index is an unmanaged measure of 500 widely held
common stocks listed on the New York Stock Exchange, American Stock Exchange
and the Over-the-Counter market. 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 share price
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
5
<PAGE>
Pioneer Growth Shares
PORTFOLIO MANAGEMENT DISCUSSION 6/30/97
Dear Shareowner,
- ----------------------------------------------------------------------------
The U.S. stock market surged forth during the six months ended June 30, 1997,
and I am pleased to report that Pioneer Growth Shares was well in front of the
advance. In an environment of low inflation, low interest rates and strong
corporate earnings, the Fund's large, high-quality companies were clear
winners.
The Fund's Class A Shares posted a 26.39% total return (25.97% for Class B
Shares and 26.49% for Class C Shares) for the six months. The Fund beat its
comparative benchmark, the Standard & Poor's (S&P) 500 Index, which returned
20.59%, and the average 14.29% return of the 840 growth funds tracked by Lipper
Analytical Services, an independent research firm. For the 12 months ended June
30, the Fund ranked in the top 1% of the 758 funds Lipper tracked.* While we
are delighted with the Fund's performance, we want to remind you that this was
an extraordinary period for the stock market. You shouldn't expect stocks, or
the Fund, to continue moving up at this breathtaking pace.
Selecting America's Corporate Leaders
A glance at the Fund's holdings is like a look at a "Who's Who" of the largest
corporations in America. From Gillette to Microsoft, Wrigley to Walt Disney,
these companies are solid leaders in their respective industries, possessing
the size and expertise to shape the future of their businesses. There are also
some lesser-known but equally competitive companies with established track
records, strong financial resources and market dominance. All of these
companies have a superior product or business concept they bring to the
marketplace.
- --------------------------------------------------------------------------
*Lipper Analytical Services ranks funds according to total return performance.
Rankings vary over time and do not reflect the effects of sales charges. For
periods ended 6/30/97, Class A Shares ranked 4 out of 758, 21 out of 280 and 18
out of 174 funds for 1-, 5- and 10-year performance, respectively; Class B and
Class C Shares ranked 6 and 5, respectively, out of 758 funds for 1-year
performance and were not ranked over longer periods. Past performance does not
guarantee future results.
6
<PAGE>
Pioneer Growth Shares
The Fund is highly concentrated, invested in just over 30 rapidly growing
companies we believe demonstrate the best opportunities for long-term growth at
any given time. We look for companies with an earnings growth rate of 15% per
year over the next decade, as well as the ability to reinvest capital at a very
profitable rate, often overseas. Should a new stock come to our attention, its
growth potential must be compelling enough to warrant the sale of an existing
holding to make room for it in the portfolio.
Record-Setting Pace on Wall Street
To date, 1997 has been a record-breaking year in the U.S. stock market. The Dow
Jones Industrial Average passed the milestone 7000 mark on February 13. In
barely five months, just following the close of the Fund's semiannual period,
this widely followed market indicator crossed the 8000 barrier on July 16. In
less than two and one-half years, the Dow has doubled in value. Stock investors
are clearly pleased with the breadth and pace of economic growth.
This meteoric rise has not been without its setbacks, however. Technology
stocks - approximately one-third of the portfolio - suffered a reversal in
March, then rebounded until June, when several computer giants announced that
weak demand and slower European sales would result in lower-than-expected
profits. Intel, the maker of the new Pentium II microprocessor and one of the
Fund's largest holdings, was hit during the correction. However, our outlook
for the company remains very positive. The powerful new chip, unveiled on May
7, is viewed by industry analysts as Intel's most significant new product since
the launch of the original Pentium in 1993. The chip will be the engine of the
company's future earnings growth, invigorating sales for leading personal
computer makers such as Dell Computer - the Fund's largest holding.
7
<PAGE>
Pioneer Growth Shares
PORTFOLIO MANAGEMENT DISCUSSION 6/30/97(continued)
Financial stocks, which are benefiting from cost savings arising out of
technologically driven productivity gains, represent 16% of equity assets. This
sector experienced a setback in the weeks leading up to the Federal Reserve's
interest rate increase on March 25. Financial stocks are typically
interest-rate sensitive, since higher interest rates can pinch profits.
However, this sector resumed its climb as evidence of real inflation -
generally a precursor to higher interest rates - was non-existent. Charles
Schwab and Wells Fargo are companies benefiting from babyboomers' penchant for
retirement savings and investment.
Building Open-Ended Growth in Overseas Markets
The largest increase in any one sector came in consumer non-durables - from 15%
at the start of the period to 25% by June 30, thanks both to price appreciation
and additional investments. Many of these holdings are benefiting from
established overseas operations, where they are dominant and competition is
often less intense. Corporations such as Wrigley, Nike and McDonald's - which
we added during the period, using proceeds from the sale of LM Ericsson
Telephone, Airtouch Communications and Central European Media - are growing
their share of the global marketplace, building a foundation for what we
believe is essentially open-ended growth.
Chewing gum manufacturer Wrigley has a hold on about 50% of the U.S. market,
but more than 70% of international markets such as China, Britain and Germany.
Nike is building its visibility in soccer - the world's most popular sport -
stepping outside its core basketball and running-shoe franchises and
sports-fashion apparel. McDonald's, while suffering in the short term from its
ill-fated "Campaign 55" promotion, remains a dominant franchise with long-term
growth potential. With more than 70% of its planned capital expenditures
earmarked for overseas expansion, the company is expected to do 75% of its
business abroad in five years, making its highly-competitive domestic business
less important.
8
<PAGE>
Pioneer Growth Shares
A New Generation of Blue Chips
We remain enthusiastic about the Fund's strategy and its prospects for long-
term growth. The painful restructuring of the late 1980s benefited U.S.
corporations, enabling them to thrive in the competitive, cost-conscious
environment of today's world economy. As Business Week said, more than ever,
American companies are "lean, boast global brands, and give lots of value." A
whole new class of large enterprises has emerged on the world stage, and we
believe Pioneer Growth Shares is well-positioned to catch a rising tide of
corporate growth.
Respectfully,
/s/ Jeffrey B. Poppenhagen
Jeffrey B. Poppenhagen,
Portfolio Manager
9
<PAGE>
Pioneer Growth Shares
SCHEDULE OF INVESTMENTS 6/30/97
Shares Value
COMMON STOCKS - 98.6%
Basic Industries - 10.1%
Chemicals - 7.1%
545,000 Monsanto Co. $ 23,469,062
309,100 OM Group, Inc. 10,238,937
-------------
$ 33,707,999
-------------
Metals & Mining - 3.0%
385,000 Minerals Technologies, Inc. $ 14,437,500
-------------
Total Basic Industries $ 48,145,499
-------------
Capital Goods - 3.0%
Producer Goods - 2.2%
205,000 Briggs & Stratton Corp. $ 10,250,000
-------------
Telecommunications - 0.8%
100,000 Ascend Communication, Inc.* $ 3,937,500
-------------
Total Capital Goods $ 14,187,500
-------------
Consumer Durables - 2.5%
195,000 Magna International, Inc. $ 11,736,562
-------------
Total Consumer Durables $ 11,736,562
-------------
Consumer Non-Durables - 25.1%
Agriculture & Food - 3.8%
225,000 Pioneer Hi-Bred International, Inc. $ 18,000,000
-------------
Cosmetics - 3.5%
176,760 Gillette Co. $ 16,748,010
-------------
Home Products - 2.2%
150,000 Home Depot, Inc. $ 10,359,375
-------------
Retail Food - 7.9%
365,877 Smith's Food & Drug, Inc. (Class B) $ 19,620,154
270,000 Wrigley (WM) Jr. Co. 18,157,500
-------------
$ 37,777,654
-------------
Retail Non-Food - 7.7%
190,000 Barnes & Noble* $ 8,170,000
265,000 Nike, Inc. 15,469,375
240,000 Walgreen Co. 12,870,000
-------------
$ 36,509,375
-------------
Total Consumer Non-Durables $119,394,414
-------------
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
Pioneer Growth Shares
Shares Value
Financial - 15.6%
Commercial Bank - 1.9%
34,000 Wells Fargo & Co. $ 9,163,000
------------
Misc. Finance - 6.1%
360,000 Countrywide Credit Industries, Inc. $11,227,500
245,000 Franklin Resources, Inc. 17,777,812
------------
$29,005,312
------------
Insurance-General - 4.5%
108,000 American International Group $16,132,500
255,000 20th Century Industries 5,355,000
------------
$21,487,500
------------
Investments - 3.1%
360,000 Schwab (Charles) Corp. $14,647,500
------------
Total Financial $74,303,312
------------
Services - 9.5%
Health Services & Personal Care - 4.5%
257,500 Columbia/HCA Healthcare Corp. $10,122,969
220,000 United Healthcare Corp. 11,440,000
------------
$21,562,969
------------
Hotels/Restaurants - 3.2%
315,000 McDonald's Corp. $15,218,438
------------
Broadcasting & Media - 1.8%
105,000 The Walt Disney Co. $ 8,281,875
------------
Total Services $45,063,282
------------
Technology - 32.8%
Computer Software/Services - 15.1%
245,000 Dell Computer Corp.* $28,772,188
335,000 First Data Corp. 14,719,063
200,000 Microsoft Corp.* 25,275,000
90,000 Seagate Technology, Inc.* 3,166,875
------------
$71,933,126
------------
Electronics - 17.7%
280,000 Applied Materials, Inc.* $19,827,500
220,000 Cisco System, Inc.* 14,767,500
135,000 Etec Systems, Inc.* 5,788,125
180,000 Intel Corp. 25,526,250
150,000 Motorola, Inc. 11,400,000
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
Pioneer Growth Shares
SCHEDULE OF INVESTMENTS 6/30/97 (continued)
Shares Value
Electronics - (continued)
90,000 Nokia Corp. (A.D.R.) $ 6,637,500
-------------
$ 83,946,875
-------------
Total Technology $155,880,001
-------------
TOTAL COMMON STOCKS
(Cost $329,186,996) $468,710,570
-------------
Principal
Amount
TEMPORARY CASH INVESTMENT - 1.4%
Commercial Paper - 1.4%
$6,553,000 Ford Motor Credit Co., 6.11%, 7/1/97 $ 6,553,000
-------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $6,553,000) $ 6,553,000
-------------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $335,739,996)(a) $475,263,570
=============
* Non-income producing security.
(a) At June 30, 1997, the net unrealized gain on investments, based on cost for
federal income tax purposes of $335,739,996, was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 141,354,220
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value $ (1,830,646)
-------------
Net unrealized gain $ 139,523,574
=============
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended June 30, 1997 aggregated $132,258,918 and $54,058,763,
respectively.
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
BALANCE SHEET 6/30/97
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash investment
of $6,553,000) (cost $335,739,996) $ 475,263,570
Receivables -
Fund shares sold 3,001,886
Dividends and interest 165,380
Other 23,519
-------------
Total assets $ 478,454,355
-------------
LIABILITIES:
Payables -
Investment securities purchased $ 2,088,275
Fund shares repurchased 210,245
Due to affiliates 540,642
Accrued expenses 29,658
-------------
Total liabilities $ 2,868,820
-------------
NET ASSETS:
Paid-in capital $ 327,842,143
Accumulated net investment loss (690,711)
Accumulated undistributed net realized gain on investments 8,910,529
Net unrealized gain on investments 139,523,574
-------------
Total net assets $ 475,585,535
=============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $397,979,310/26,889,809 shares) $ 14.80
=============
Class B (based on $70,233,275/4,826,784 shares) $ 14.55
=============
Class C (based on $7,372,950/504,533 shares) $ 14.61
=============
MAXIMUM OFFERING PRICE:
Class A $ 15.70
=============
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Growth Shares
STATEMENT OF OPERATIONS
For the Six Months Ended 6/30/97
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $21,264) $1,141,129
Interest 264,061
-----------
Total investment income $ 1,405,190
-----------
EXPENSES:
Management fees 900,835
Transfer agent fees
Class A 382,701
Class B 53,805
Class C 4,191
Distribution fees
Class A 396,931
Class B 222,765
Class C 18,483
Accounting 41,971
Custodian fees 26,877
Registration fees 30,330
Professional fees 13,563
Printing 12,646
Fees and expenses of nonaffiliated trustees 8,150
Miscellaneous 15,656
-----------
Total expenses $ 2,128,904
Less fees paid indirectly (33,003)
-----------
Net expenses $ 2,095,901
-----------
Net investment loss $ (690,711)
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $ 4,567,632
Change in net unrealized gain on investments 85,239,647
-----------
Net gain on investments 89,807,279
-----------
Net increase in net assets resulting from operations $89,116,568
===========
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
STATEMENTS OF CHANGES IN NET ASSETS
For the Six Months Ended 6/30/97 and the Year Ended 12/31/96
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
6/30/97 12/31/96
<S> <C> <C>
FROM OPERATIONS:
Net investment loss $ (690,711) $ (323,136)
Net realized gain on investments 4,567,632 23,888,859
Change in net unrealized gain on investments 85,239,647 40,558,913
------------- -------------
Net increase in net assets resulting from operations $ 89,116,568 $ 64,124,636
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($0.00 and $1.07 per share, respectively) $ - $(23,357,095)
Class B ($0.00 and $1.07 per share, respectively) - (2,408,390)
Class C ($0.00 and $1.07 per share, respectively) - (107,390)
------------- -------------
Total distributions to shareholders $ - $(25,872,875)
------------- -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 119,320,455 $ 88,005,542
Reinvestment of distributions -- 25,187,073
Cost of shares repurchased (43,089,459) (70,788,997)
------------- -------------
Net increase in net assets resulting from fund share
transactions $ 76,230,996 $ 42,403,618
------------- -------------
Net increase in net assets $ 165,347,564 $ 80,655,379
NET ASSETS:
Beginning of period 310,237,971 229,582,592
------------- -------------
End of period (including accumulated net investment loss
of $690,711 and $0, respectively) $ 475,585,535 $310,237,971
============= =============
</TABLE>
<TABLE>
<CAPTION>
CLASS A '97 Shares '97 Amount '96 Shares '96 Amount
<S> <C> <C> <C> <C>
Shares sold 5,879,787 $ 77,487,142 6,170,753 $ 65,424,973
Reinvestment of distributions -- -- 2,040,720 22,875,363
Less shares repurchased (2,698,629) (34,489,637) (5,796,578) (61,289,863)
------------ -------------- ------------ --------------
Net increase 3,181,158 $ 42,997,505 2,414,895 $ 27,010,473
============ ============== ============ ==============
CLASS B
Shares sold 2,694,151 $ 35,151,546 1,951,888 $ 20,692,598
Reinvestment of distributions -- -- 199,188 2,220,411
Less shares repurchased (575,481) (7,071,968) (834,440) (8,797,032)
------------ -------------- ------------ --------------
Net increase 2,118,670 $ 28,079,578 1,316,636 $ 14,115,977
============ ============== ============ ==============
CLASS C*
Shares sold 509,313 $ 6,681,767 169,294 $ 1,887,971
Reinvestment of distributions -- -- 8,096 91,299
Less shares repurchased (122,058) (1,527,854) (60,112) (702,102)
------------ -------------- ------------ --------------
Net increase 387,255 $ 5,153,913 117,278 $ 1,277,168
============ ============== ============ ==============
</TABLE>
*Class C shares were first publicly offered on January 31, 1996.
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Growth Shares
FINANCIAL HIGHLIGHTS 6/30/97
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
6/30/97 12/31/96
<S> <C> <C>
CLASS A
Net asset value, beginning of period $ 11.71 $ 10.12
-------- ---------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.02) $ (0.01)
Net realized and unrealized gain (loss) on investments 3.11 2.67
-------- ---------
Net increase (decrease) from investment operations $ 3.09 $ 2.66
Distributions to shareholders:
Net investment income - -
Net realized gain - (1.07)
From paid-in capital - -
-------- ---------
Net increase (decrease) in net asset value $ 3.09 $ 1.59
-------- ---------
Net asset value, end of period $ 14.80 $ 11.71
======== =========
Total return* 26.39% 26.95%
Ratio of net expenses to average net assets 1.05%**+ 1.15%+
Ratio of net investment income (loss) to average net assets (0.29%)**+ (0.08%)+
Portfolio turnover rate 30%** 96%
Average commission rate paid(1) $ 0.0592 $ 0.0568
Net assets, end of period (in thousands) $397,979 $277,598
Ratios assuming no waiver of management fees and assumption
of expenses by PMC and no reduction for fees paid indirectly:
Net expenses - -
Net investment income (loss) - -
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.03%** 1.13%
Net investment income (loss) (0.27%)** (0.06%)
<CAPTION>
Year Ended Year Ended Year Ended Year Ended
12/31/95 12/31/94 12/31/93(a) 12/31/92
<S> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 8.85 $ 12.62 $ 12.42 $ 12.27
---------- ---------- ---------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.03 $ (0.06) $ (0.07) $ 0.00
Net realized and unrealized gain (loss) on investments 2.58 (0.38) 1.10 0.15
---------- ---------- ---------- --------
Net increase (decrease) from investment operations $ 2.61 $ (0.44) $ 1.03 $ 0.15
Distributions to shareholders:
Net investment income (0.03) - - -
Net realized gain (1.31) (3.32) (0.83) -
From paid-in capital - (0.01) - -
---------- ---------- ---------- --------
Net increase (decrease) in net asset value $ 1.27 $ (3.77) $ 0.20 $ 0.15
---------- ---------- ---------- --------
Net asset value, end of period $ 10.12 $ 8.85 $ 12.62 $ 12.42
========== ========== ========== ========
Total return* 29.82% (2.60%) 8.52% 1.22%
Ratio of net expenses to average net assets 1.23%+ 1.46% 1.20% 1.15%
Ratio of net investment income (loss) to average net assets 0.28%+ (0.53%) (0.60%) 0.00%
Portfolio turnover rate 158% 161% 29% 25%
Average commission rate paid(1) - - - -
Net assets, end of period (in thousands) $215,564 $132,476 $134,546 $120,847
Ratios assuming no waiver of management fees and assumption
of expenses by PMC and no reduction for fees paid indirectly:
Net expenses - - 1.21% 1.25%
Net investment income (loss) - - (0.62%) 0.10%
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.21% - - -
Net investment income (loss) 0.30% - - -
</TABLE>
(a) Prior to assumption of management agreement on December 1, 1993 by PMC, the
Fund was advised by Mutual of Omaha Management Company.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
(1) Amount represents the rate of commission paid per share on the Fund's
exchange listed securities transactions.
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
FINANCIAL HIGHLIGHTS 6/30/97
<TABLE>
<CAPTION>
Six Months
Ended Year Ended 4/28/95 to
6/30/97 12/31/96 12/31/95
<S> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 11.55 $ 10.07 $ 9.68
------- -------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.05) $ (0.05) $ -
Net realized and unrealized gain on investments 3.05 2.60 1.73
------- -------- -------
Net increase from investment operations $ 3.00 $ 2.55 $ 1.73
Distributions to shareholders:
Net investment income - - (0.03)
Net realized gain - (1.07) (1.31)
------- -------- -------
Net increase in net asset value $ 3.00 $ 1.48 $ 0.39
------- -------- -------
Net asset value, end of period $ 14.55 $ 11.55 $ 10.07
======= ======== =======
Total return* 25.97% 25.97% 18.26%
Ratio of net expenses to average net assets 1.80%**+ 1.86%+ 1.90%**+
Ratio of net investment loss to average net assets (1.04%)**+ (0.83%)+ (0.25%)**+
Portfolio turnover rate 30%** 96% 158%
Average commission rate paid(1) $0.0592 $0.0568 -
Net assets, end of period (in thousands) $70,233 $31,286 $14,019
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.79%** 1.84% 1.84%**
Net investment loss (1.03%)** (0.82%) (0.19%)**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
(1) Amount represents the rate of commission paid per share on the Fund's
exchange listed securities transactions.
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
Pioneer Growth Shares
FINANCIAL HIGHLIGHTS 6/30/97
<TABLE>
<CAPTION>
Six Months
Ended 1/31/96 to
6/30/97 12/31/96
<S> <C> <C>
CLASS C
Net asset value, beginning of period $ 11.55 $ 10.10
------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.04) $ (0.05)
Net realized and unrealized gain on investments 3.10 2.57
------- -------
Net increase from investment operations $ 3.06 $ 2.52
Distributions to shareholders:
Net realized gain - (1.07)
------- -------
Net increase in net asset value $ 3.06 $ 1.45
------- -------
Net asset value, end of period $ 14.61 $ 11.55
------- -------
Total return* 26.49% 25.61%
Ratio of net expenses to average net assets 1.78%**+ 1.89%**+
Ratio of net investment loss to average net assets (1.01%)**+ (1.01%)**+
Portfolio turnover rate 30%** 96%
Average commission rate paid(1) $0.0592 $0.0568
Net assets, end of period (in thousands) $ 7,373 $ 1,354
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.74%** 1.87%**
Net investment loss (0.97%)** (0.99%)**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
(1) Amount represents the rate of commission paid per share on the Fund's
exchange listed securities transactions.
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
NOTES TO FINANCIAL STATEMENTS 6/30/97
1. Organization and Significant Accounting Policies
Pioneer Growth Shares (the Fund) is a Delaware business 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
appreciation of capital.
The Fund offers three classes of shares - Class A, Class B, and Class C shares.
The shares of Class A, Class B, and Class C each represent an interest in the
same portfolio of investments of the Fund and have equal rights to voting,
redemptions, dividends, and liquidation, except that each class of shares can
bear different transfer agent and distribution fees and have exclusive voting
rights with respect to the distribution plans that have been adopted by Class
A, Class B, and Class C shareholders, respectively.
The Fund's financial statements have been prepared in conformity with generally
accepted accounting principles that require the management of the Fund to,
among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods. 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 on trade date. Each day, 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 date and interest income is recorded on
the accrual basis. 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. It
is the Fund's practice to first select for sale those securities that have
the highest cost and also qualify for long-term capital gain or loss
treatment for tax purposes.
19
<PAGE>
Pioneer Growth Shares
NOTES TO FINANCIAL STATEMENTS 6/30/97(continued)
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
shareholders. Therefore, no federal income tax provision is required.
C. Fund Shares
The Fund records sales and repurchases of its shares on trade date. Net
losses, if any, as a result of cancellations are absorbed by Pioneer Funds
Distributor, Inc. (PFD), the principal underwriter for the Fund and an
indirect subsidiary of The Pioneer Group, Inc. (PGI). PFD earned $149,890 in
underwriting commissions on the sale of fund shares during the period ended
June 30, 1997.
D. Class Allocations
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B, and Class C shares of the Fund,
respectively. Shareholders of each class share all expenses and fees paid to
the transfer agent, Pioneering Services Corporation (PSC), for their
services, which are allocated based on the number of accounts in each class
and the ratable allocation of related out-of-pocket expenses (see Note 3).
Income, common expenses, and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on the respective percentage of adjusted net assets at the beginning of
the day.
Distributions to shareholders are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B, and Class C shares can bear different transfer
agent and distribution fees.
2. Management Agreement
Pioneering Management Corporation (PMC), the Fund's investment adviser, manages
the Fund's portfolio and is a wholly owned subsidiary of PGI. Management fees
are calculated daily at the annual rate of 0.50% of the Fund's average daily
net assets up to $250 million; 0.48% of the next $50 million; and 0.45% of the
excess over $300 million.
In addition, under the management agreement, certain other services and costs,
including accounting, regulatory reporting, and insurance premiums,
20
<PAGE>
Pioneer Growth Shares
are paid by the Fund. At June 30, 1997, $192,454 was payable to PMC related to
management fees and certain other services.
3. Transfer Agent
PSC, a wholly owned subsidiary of PGI, provides substantially all transfer
agent and shareholder services to the Fund at negotiated rates. Included in due
to affiliates is $76,109 in transfer agent fees payable to PSC at June 30,
1997.
4. Distribution Plans
The Fund adopted a Plan of Distribution for each Class of shares (Class A Plan,
Class B Plan, and Class C Plan) in accordance with Rule 12b-1 of the Investment
Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service
fee of up to 0.25% of the Fund's average daily net assets in reimbursement of
its actual expenditures to finance activities primarily intended to result in
the sale of Class A shares. Pursuant to Class B Plan and Class C Plan, the Fund
pays PFD 1.00% of the average daily net assets attributable to each class of
shares. The fee consists of a 0.25% service fee and a 0.75% distribution fee
paid as compensation for personal services and/or account maintenance services
or distribution services with regard to Class B and Class C shares. Included in
due to affiliates is $272,079 in distribution fees payable to PFD at June 30,
1997.
In addition, redemptions of each class of shares may be subject to a contingent
deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of
certain net asset value purchases of Class A shares within 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 4.0%, 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%. Proceeds from the
CDSC are paid to PFD. For the six months ended June 30, 1997, CDSCs in the
amount of $45,946 were paid to PFD.
5. Expense Reductions
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the six
months ended June 30, 1997, the Fund's expenses were reduced by $33,003 under
such arrangements.
21
<PAGE>
Pioneer Growth Shares
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Shareholders and the Board of Trustees of Pioneer Growth Shares:
We have audited the accompanying balance sheet of Pioneer Growth Shares,
including the schedule of investments, as of June 30, 1997, and the related
statement of operations, and statements of changes in net assets for the
periods presented and financial highlights for the six months ended June 30,
1997 and the three years ended December 31, 1996. 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 two years ended December 31, 1993, were audited by other auditors whose
report dated February 22, 1994 expressed an unqualified opinion.
We conducted our audits in accordance with generally accepted auditing
standards. 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. Our procedures included confirmation of securities owned as of June
30, 1997 by correspondence with the custodian. 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 Growth Shares as of June 30, 1997, the results of its operations, and
the changes in its net assets for the periods presented and financial
highlights for the six months ended June 30, 1997 and the three years ended
December 31, 1996, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 1, 1997
22
<PAGE>
Pioneer Growth Shares
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
Trustees Officers
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Richard H. Egdahl, M.D. President
Margaret B.W. Graham David D. Tripple, Executive Vice
John W. Kendrick President
Marguerite A. Piret Jeffrey B. Poppenhagen, Vice President
David D. Tripple William H. Keough, Treasurer
Stephen K. West Joseph P. Barri, Secretary
John Winthrop
Investment Adviser
Pioneering Management Corporation
Custodian
Brown Brothers Harriman & Co.
Independent Public Accountants
Arthur Andersen LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneering Services Corporation
23
<PAGE>
This page for your notes.
24
<PAGE>
This page for your notes.
25
<PAGE>
PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
Your investment representative 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 1-800-225-6292.
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 13-digit account number and four-digit personal identification number at
hand.
90-Day Reinstatement Privilege (for Class A Shares)
Enables you to reinvest all or a portion of the money you redeem from your
Pioneer account - without paying a sales charge - within 90 days of your
redemption. You have the choice of investing in any Pioneer fund, as long as
you meet its minimum investment requirement.
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.
26
<PAGE>
Automatic Exchange Program
A simple way to move money from a money market or bond fund into a stock fund
over a period of time. Just invest a lump sum in a Pioneer money market fund or
bond fund. Then, select the Pioneer equity fund or funds you wish to invest in,
and choose the amounts and dates for Pioneer to sell shares of your money
market or bond fund and use the proceeds to buy shares of the Pioneer equity
fund you have chosen. Over time, your original investment will be shifted to
your Pioneer equity fund.
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 you want. 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 only for accounts with a value of $10,000 or
more.)
27
<PAGE>
This page for your notes.
28
<PAGE>
THE PIONEER FAMILY OF MUTUAL FUNDS
For information about any Pioneer mutual fund, please contact your investment
representative, or call Pioneer at 1-800-225-6292. Ask for a free fund
information kit, which includes a fund prospectus. Please read the prospectus
carefully before you invest or send money.
Growth Funds
Global/International
Pioneer Emerging Markets Fund
Pioneer Europe Fund
Pioneer Gold Shares
Pioneer India Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
United States
Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer Micro-Cap Fund*
Pioneer Mid-Cap Fund
Pioneer Small Company Fund
Growth and Income Funds
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Fund
Pioneer Real Estate Shares
Pioneer II
Income Funds
Taxable
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer Short-Term Income Trust*
Tax-Exempt
Pioneer Intermediate Tax-Free Fund
Pioneer Tax-Free Income Fund
Money Market Fund
Pioneer Cash Reserves Fund
*Offers Class A and B Shares only
29
<PAGE>
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:
Pioneering Services Corporation
60 State Street
Boston, Massachusetts 02109
Our toll-free fax 1-800-225-4240
Our Internet e-mail address [email protected]
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
This report must be preceded or accompanied by a current
Fund prospectus.
[logo]
Pioneer Funds Distributor, Inc.
60 State Street
Boston, Massachusetts 02109
0897-4366
(C) Pioneer Funds Distributor, Inc.
(recycle symbol) Printed on Recycled Paper
