RULE 24F-2 NOTICE
1. Name and address of issuer:
Pioneer Growth Shares
60 State Street
Boston, MA 02109-1820
2. Name of each series or class of funds for which this notice is filed:
Pioneer Growth Shares-Class A Shares
Pioneer Growth Shares-Class B Shares
Pioneer Growth Shares-Class C Shares
3. Investment Company Act File Number: 811-1604;
Securities Act File Number: 2-28274
4. Last day of fiscal year for which this notice is filed: December 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the fiscal year but before termination of the issuer's 24f-2 declar-
ation. N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:-0-
9. Number and aggregate sale price of securities sold during the fiscal year.
Shares: 8,291,935 Aggregate sale price: $88,500,518
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Shares: 8,291,935 Aggregate sale price: $88,500,518
11 Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Shares: 2,248,004 Aggregate sale price: $25,187,073
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):` $88,500,518
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + $25,187,073
(iii)Aggregate price of shares redeemed or repurchas-
ed during the fiscal year (if applicable): - $70,788,997
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): -0-
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less
line (iii) plus line (iv)] (if applicable): $42,898,594
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): 1/3300
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: $12,999.57
Instruction: Issuers should complete line (ii), (iii), and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year: See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lock-
box depository: February 26, 1997
SIGNATURES
This report has been signed below the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)
/s/Robert P. Nault
Assistant Secretary
Date: February 27, 1997
February 21, 1997
Pioneer Growth Shares
60 State Street
Boston, Massachusetts 02109
Re: Pioneer Growth Shares
Ladies and Gentlemen:
We have acted as special Delaware counsel to Pioneer Growth
Shares, a Delaware business trust (the "Trust"), in connection with certain
matters relating to the formation of the Trust and the issuance of Shares of
beneficial interest in the Trust. Capitalized terms used herein and not
otherwise herein defined are used as defined in the Agreement and Declaration of
Trust of the Trust dated June 16, 1994 (the "Governing Instrument").
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, the Trust registered an indefinite
number of Shares under the Securities Act of 1933, as amended. We further
understand that the Trust is about to file with the Securities and Exchange
Commission a notice pursuant to Rule 24f-2 under the 1940 Act (the "Notice")
making definite the registration of 8,291,935 Shares sold in reliance upon Rule
24f-2 during the period from January 1, 1996 through December 31, 1996.
In rendering this opinion, we have examined copies of the
following documents, each in the form provided to us: the Certificate of Trust
of the Trust as filed in the Office of the Secretary of State of the State of
Delaware (the "Recording Office") on June 20, 1994 (the "Certificate"); the
Governing Instrument; the By-laws of the Trust; certain resolutions of the
Trustees of the Trust; the Trust's Adoption of and Amendment to Notification of
Registration Filed Pursuant to Section 8(a) of the Investment Company Act of
1940 on Form N-8A filed with the Securities and Exchange Commission on June 24,
1994 by which the Trust adopted the Notification of Registration of Pioneer
Growth Shares, Inc.; Post-Effective Amendment No. 52 to Pioneer Growth Shares,
Inc.'s Registration Statement on Form N-1A as filed with the Securities and
Exchange Commission on June 24, 1994 by which the Trust adopted the Registration
Statement of Pioneer Growth Shares, Inc.; the Notice; an Officer's Certificate
of the Trust dated February 18, 1997; and a certification of good standing of
the Trust obtained as of a recent date from the Recording Office. In such
examinations, we have assumed the genuineness of all signatures, the conformity
to original documents of all documents submitted to us as copies or drafts of
documents to be executed, and the legal capacity of natural persons to complete
the execution of documents. We have further assumed for the purpose of this
opinion: (i) the due authorization, execution and delivery by, or on behalf of,
each of the parties thereto of the above-referenced instruments, certificates
and other documents, and of all documents contemplated by the Governing
Instrument, the By-laws and applicable resolutions of the Trustees to be
executed by investors desiring to become Shareholders; (ii) the payment of
consideration for Shares, and the application of such consideration, as provided
in the Governing Instrument, and compliance with the other terms, conditions and
restrictions set forth in the Governing Instrument and all applicable
resolutions of the Trustees of the Trust in connection with the issuance of
Shares (including, without limitation, the taking of all appropriate action by
the Trustees to designate Series of Shares and the rights and preferences
attributable thereto as contemplated by the Governing Instrument); (iii) that
appropriate notation of the names and addresses of, the number of Shares held
by, and the consideration paid by, Shareholders will be maintained in the
appropriate registers and other books and records of the Trust in connection
with the issuance, redemption or transfer of Shares; (iv) that no event has
occurred subsequent to the filing of the Certificate that would cause a
termination or reorganization of the Trust under Section 4 or Section 5 of
Article IX of the Governing Instrument; (v) that the activities of the Trust
have been and will be conducted in accordance with the terms of the Governing
Instrument and the Delaware Business Trust Act, 12 Del. C. ss.ss. 3801 et seq.
(the "Delaware Act"); and (vi) that each of the documents examined by us is in
full force and effect and has not been modified, supplemented or otherwise
amended. No opinion is expressed herein with respect to the requirements of, or
compliance with, federal or state securities or blue sky laws. Further, we
express no opinion on the sufficiency or accuracy of any registration or
offering documentation relating to the Trust or the Shares. As to any facts
material to our opinion, other than those assumed, we have relied without
independent investigation on the above-referenced documents and on the accuracy,
as of the date hereof, of the matters therein contained.
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Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
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Pioneer Growth Shares
February 21, 1997
Page 3
1. The Trust is a duly organized and validly existing
business trust in good standing under the laws of the State of Delaware.
2. The Shares subject to the Notice constitute legally
issued, fully paid and non-assessable Shares of beneficial interest in the
Trust.
3. Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will be entitled to
the same limitation of personal liability as that extended to stockholders of
private corporations for profit organized under the general corporation law of
the State of Delaware; provided, however, that we express no opinion with
respect to the liability of any Shareholder who is, was or may become a named
Trustee of the Trust. Neither the existence nor exercise of the voting rights
granted to Shareholders under the Governing Instrument will, of itself, cause a
Shareholder to be deemed a trustee of the Trust under the Delaware Act.
Notwithstanding the foregoing or the opinion expressed in paragraph 2 above, we
note that, pursuant to Section 2 of Article VIII of the Governing Instrument,
the Trustees have the power to cause Shareholders, or Shareholders of a
particular Series, to pay certain custodian, transfer, servicing or similar
agent charges by setting off the same against declared but unpaid dividends or
by reducing Share ownership (or by both means).
We hereby consent to the filing of a copy of this opinion with
the Securities and Exchange Commission together with the Notice. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder. Except as provided in this paragraph, the opinion set forth above is
expressed solely for the benefit of the addressee hereof and may not be relied
upon by, or filed with, any other person or entity for any purpose without our
prior written consent.
Sincerely,
/s/MORRIS, NICHOLS, ARSHT & TUNNELL
