[PIONEER LOGO]
Pioneer
Growth Shares
SEMIANNUAL REPORT 6/30/98
<PAGE>
Table of Contents
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 7
Schedule of Investments 10
Financial Statements 14
Notes to Financial Statements 21
Report of Independent Public Accountants 25
Results of Shareowner Meetings 26
Trustees, Officers and Service Providers 28
The Pioneer Family of Mutual Funds 29
</TABLE>
<PAGE>
Pioneer Growth Shares
LETTER FROM THE CHAIRMAN 6/30/98
Dear Shareowner,
- --------------------------------------------------------------------------------
I am pleased to introduce this semiannual report for Pioneer Growth Shares,
covering the six months ended June 30, 1998. On behalf of your investment team,
I would like to welcome those of you who have joined the Fund with our new
Class Y Shares. Thank you for your interest and this opportunity to comment on
today's investing environment.
Economic news in the United States has continued to be positive. Although the
effects of Asia's financial crisis showed more frequently in the earnings
reports of many U.S. companies, strong employment and low inflation kept
consumer confidence at record highs. Investors, on the other hand, showed
concern over Asia's economic woes and their impact on the global economy by
moving toward the safety of U.S. blue-chip stocks. The Dow Jones Industrial
Average, an index of 30 of this country's largest companies, returned over 14%.
It became more apparent, the further we moved along this historic bull market,
that its field had narrowed significantly to a select few.
While your Fund benefited from this "flight to quality" over the past six
months, we believe there is more to its success than current investor fancy.
Research directed your investment team to the companies we call "fortress"
franchises before the current environment because they show a competitive edge,
not just on Wall Street but within their industries and across economic cycles.
Efficiencies of size, international presence and quality management are just a
few of the factors we think make these companies worthwhile investments for the
long term, not just the current investment trend.
I encourage you to read on to learn more about Pioneer Growth Shares. If you
have questions, please contact your investment professional, or Pioneer at
1-800-225-6292.
Respectfully,
[Signature of John F. Cogan, Jr.]
John F. Cogan, Jr.,
Chairman and President
1
<PAGE>
Pioneer Growth Shares
PORTFOLIO SUMMARY 6/30/98
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)
[BEGIN PIE CHART]
U.S. Common Stocks 94%
Short-Term Cash Equivalents 3%
International Preferred Stocks 3%
[END PIE CHART]
S e c t o r D i s t r i b u t i o n
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[BEGIN PIE CHART]
Comsumer Staples 25%
Technology 22%
Financial 13%
Consumer Cyclicals 12%
Healthcare 12%
Basic Materials 11%
Capital Goods 5%
[END PIE CHART]
1 0 L a r g e s t H o l d i n g s
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C> <C> <C>
1. Monsanto Co. 6.36% 6. Wrigley (Wm.) Jr. Co. 4.10%
2. Pioneer Hi-Bred 5.83 7. McDonald's Corp. 3.97
International, Inc.
3. Dell Computer Corp. 5.74 8. The Coca-Cola Co. 3.96
4. Progressive Corp. 4.80 9. Nike, Inc. (Class B) 3.88
5. Minerals Technologies Inc. 4.76 10. American International 3.70
Group, Inc.
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Growth Shares
PERFORMANCE UPDATE 6/30/98 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
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 6/30/98 12/31/97
$ 20.25 $ 16.35
Income Short-Term Long-Term
Distributions per Share
(12/31/97-6/30/98) Dividends Capital Gains Capital Gains
- - -
</TABLE>
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.
<TABLE>
<CAPTION>
Average Annual Total Returns
(As of June 30, 1998)
Net Asset Public Offering
Period Value Price*
<S> <C> <C>
10 Years 20.63% 19.92%
5 Years 25.09 23.61
1 Year 40.90 32.82
</TABLE>
* Reflects deduction of the maximum 5.75% sales charge at the beginning of
the period and assumes reinvestment of distributions at net asset value.
[BEGIN MOUNTAIN CHART]
<TABLE>
<CAPTION>
Growth of $10,000
Standard
& Poor's Pioneer
500 Growth
Index Shares*
<S> <C> <C>
6/88 10,000 9,425
6/89 12,044 11,543
6/90 14,018 15,648
6/91 15,054 14,721
6/92 17,065 16,088
6/93 19,381 20,077
6/94 19,658 17,553
6/95 24,768 24,147
6/96 31,191 29,090
6/97 41,993 43,642
6/98 54,628 61,492
</TABLE>
[END MOUNTAIN CHART]
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 6/30/98 CLASS B SHARES
<TABLE>
<CAPTION>
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
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value
per Share 6/30/98 12/31/97
$ 19.73 $ 16.00
Income Short-Term Long-Term
Distributions per Share
(12/31/97-6/30/98) Dividends Capital Gains Capital Gains
- - -
</TABLE>
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.
<TABLE>
<CAPTION>
Average Annual Total Returns
(As of June 30, 1998)
If If
Period Held Redeemed*
Life-of-Fund 35.41% 34.92%
(4/28/95)
<S> <C> <C>
3 Year 35.51 34.97
1 Year 39.73 35.73
</TABLE>
* 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.
[BEGIN MOUNTAIN CHART]
<TABLE>
<CAPTION>
Growth of $10,000
Standard
Pioneer & Poor's
Growth 500
Shares* Index
<S> <C> <C>
4/95 10,000 10,000
6/95 10,537 10,654
12,335 11,498
11,826 12,188
12,131 12,841
12,605 13,416
13,330 13,827
14,897 14,979
15,155 15,383
18,766 18,062
20,959 19,413
21,265 19,969
24,534 22,748
6/98 25,922 23,497
</TABLE>
[END MOUNTAIN CHART]
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 6/30/98 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
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Net Asset Value
per Share 6/30/98 12/31/97
<S> <C> <C> <C>
$ 19.83 $ 16.08
Income Short-Term Long-Term
Distributions per Share
(12/31/97-6/30/98) Dividends Capital Gains Capital Gains
- - -
</TABLE>
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.
<TABLE>
Average Annual Total Returns
(As of June 30, 1998)
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 39.27% 39.27%
(1/31/96)
1 Year 39.84 39.84
</TABLE>
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
[BEGIN MOUNTAIN CHART]
<TABLE>
<CAPTION>
Growth of $10,000
Standard
Pioneer & Poor's
Growth 500
Shares* Index
<S> <C> <C>
1/96 10,000 10,000
10,228 10,203
10,627 10,660
11,239 10,987
12,561 11,902
12,832 12,223
15,888 14,352
17,748 15,426
18,017 15,867
20,784 18,076
6/98 22,229 18,671
</TABLE>
[END MOUNTAIN CHART]
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
PERFORMANCE UPDATE 6/30/98 CLASS Y 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
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Net Asset Value
per Share 6/30/98 4/30/98
<S> <C> <C> <C>
$ 20.26 $ 19.73
Income Short-Term Long-Term
Distributions per Share
(4/30/98-6/30/98) Dividends Capital Gains Capital Gains
- - -
</TABLE>
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.
<TABLE>
<CAPTION>
Cumulative Total Returns
(As of June 30, 1998)
Period If Held If Redeemed
<S> <C> <C>
Life-of-Fund 2.69% 2.69%
(4/30/98)
</TABLE>
[BEGIN MOUNTAIN CHART]
<TABLE>
<CAPTION>
Growth of $10,000
Standard
Pioneer & Poor's
Growth 500
Shares* Index
<S> <C> <C>
4/88 10,000 10,000
5/98 9,868 9,812
6/98 10,269 10,236
</TABLE>
[END MOUNTAIN CHART]
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.
6
<PAGE>
Pioneer Growth Shares
PORTFOLIO MANAGEMENT DISCUSSION 6/30/98
The longest-running bull market in U.S. history wrote another successful
chapter over the six months ended June 30, 1998, with the broad-based Standard
& Poor's (S&P) 500 Index rising 17.67%. The lowest unemployment rate in three
decades helped fuel steady growth and send consumer confidence soaring. Even
the Asian crisis, which caused intermittent jitters about U.S. corporate
earnings, failed to dampen investors' spirits. In fact, the currency and
economic fallout in Southeast Asia is largely credited with keeping interest
rates and, in turn, inflation low.
Many large-capitalization blue-chip stocks outperformed the broader market for
the six months, as the bull market narrowed to include mostly America's larger,
high-quality companies. Pioneer Growth Shares was well positioned to capture
its share of rising stock prices. The following discussion with your Fund's
portfolio manager, Jeffrey B. Poppenhagen, provides a detailed account of the
factors and events that influenced your Fund's performance over the past six
months.
Q: How did the Fund perform during the six months ended June 30?
A: It was a terrific period. The Fund's Class A Shares posted a 23.85% total
return at net asset value (23.31% for Class B Shares and 23.32% for Class C
Shares). The Fund placed well ahead of the 15.10% average for the 1,012
growth funds tracked by Lipper Analytical Services. While we're pleased
with this performance, we encourage shareowners to temper their
expectations in this prolonged rally. Market volatility is an inherent risk
in equity investments.
Q: The Fund is well diversified across industry sectors, but it is invested in
just 33 companies. What makes these holdings so attractive?
A: I like to think the Fund captures the very best in corporate America. We
prefer large, well-established companies with dominant franchises.
Management must be focused and forward thinking. Not only are we looking
for companies capable of committing significant resources to build an edge
in their respective industries, but also those that can withstand market
downturns better than their smaller counterparts due to their lower
relative costs. Just as important, we like businesses that are well
positioned to supplement their domestic strategy with foreign operations.
There are not many companies that meet these high standards.
7
<PAGE>
Pioneer Growth Shares
PORTFOLIO MANAGEMENT DISCUSSION 6/30/98 (continued)
Even though holding less than 50 stocks may make the portfolio more
sensitive to stock price changes, I believe it's more efficient for me to
know 30 or 40 stocks well, rather than follow hundreds more superficially.
Nearly all the companies in the portfolio are household names and are
producers of products we see every day. Microsoft, Pfizer and Nike are just
a few examples.
Q: Why do you find a company's ability to expand overseas so attractive?
A: We look for companies that can expand earnings at 15% or more a year over
the next decade. To fuel future earnings, many companies are turning to
overseas markets, where they can reinvest capital at a very profitable
rate. Often, competition is less intense - paving the way for faster
growth. Fast food legend McDonald's is a good example of a company turning
to international markets to boost earnings. Faced with slipping sales at
home, McDonald's has successfully built a formidable international business
on the strength of its brand name. Today, the company reaps 60% of its
business from overseas.
Q: Has Asia's economic turmoil had an impact on the multinational companies in
the portfolio?
A: National boundaries are giving way to the market realities of a global
economy, and nowhere is this more evident than in Southeast Asia. The
region's currency devaluations have made U.S. products more expensive there
- lowering demand and the bottom line for U.S.-based corporations that
translate foreign earnings back into U.S. dollars.
However, the crisis also represents an opportunity for multinational
businesses with the resources and brand recognition to expand
internationally. Investing prudently overseas during periods of economic
uncertainty can increase global market share dramatically. Fund holdings -
such as Wrigley, Coca-Cola and insurer American International Group - stand
to benefit as weaker rivals go out of business. Furthermore, with local
currencies worth much less, assets are cheap - making the cost of doing
business more economical.
8
<PAGE>
Pioneer Growth Shares
Q: Which stocks were the biggest contributors to the Fund's performance?
A: Generally speaking, the Fund's emphasis on large-company stocks helped the
portfolio's favorable performance. Even so, many companies stand out.
Monsanto, the Fund's largest holding, announced it would merge with
American Home Products, which distributes products such as Robitussin and
Advil. The company is also benefiting from a new anti-inflammatory drug
called Celebra, which doesn't have any of the gastrointestinal side effects
associated with other products on the market. Monsanto's decision to
consolidate its agricultural-biotech business has also been well received
by investors. Pfizer is another very successful pharmaceutical holding,
riding the tide of its launch of Viagra. The drug, which treats impotence,
is scheduled for introduction in Europe by the end of this year and in
Japan during 1999.
Within the technology sector, Dell Computer - the Fund's third largest
holding - had a strong influence, delivering a more than 100% gain for the
six months. This personal computer-maker is keeping costs low through its
build-to-order, direct sales approach and continues to dramatically
increase its market share. Microsoft stock rose on news of some key court
victories. With the most important antitrust suit in two decades set to
begin in September, many legal experts are surmising that the Justice
Department and the coalition of 20 state attorneys suing the software giant
may achieve little more than a hollow victory.
A disappointment for the Fund this period was the packaging company Sealed
Air. Down 40%, Sealed Air had difficulties integrating the recently
acquired Cryovac, the former packaging unit of W.R. Grace.
Q: What is your outlook for the balance of the fiscal year?
A: Several factors bode well for the holdings in the Fund - particularly the
strength of the U.S. economy and low inflation. For the multinationals in
the portfolio, increasing foreign demand for American goods - from soft
drinks to movies to razors - should provide plenty of buying power for U.S.
goods in the short term and for years to come.
9
<PAGE>
Pioneer Growth Shares
SCHEDULE OF INVESTMENTS 6/30/98
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
INVESTMENT IN SECURITIES - 96.4%
PREFERRED STOCK - 2.7%
58,000 SAP AG $ 39,404,359
------------
Total Preferred Stock $ 39,404,359
------------
(Cost $16,239,878)
COMMON STOCKS - 93.7%
Basic Materials - 11.0%
Agricultural Products - 5.6%
2,005,000 Pioneer Hi-Bred International, Inc. $ 82,956,875
------------
Chemicals (Specialty) - 5.4%
1,332,000 Minerals Technologies Inc.+ $ 67,765,500
294,100 OM Group, Inc. 12,131,625
------------
$ 79,897,125
------------
Total Basic Materials $162,854,000
------------
Capital Goods - 4.8%
Electrical Equipment - 2.0%
330,000 Molex Inc. $ 8,250,000
925,000 Molex Inc. (Non-voting) 21,621,875
------------
$ 29,871,875
------------
Manufacturing (Specialized) - 2.8%
1,105,000 Sealed Air Corp.* $ 40,608,750
------------
Total Capital Goods $ 70,480,625
------------
Consumer Cyclicals - 12.0%
Building Materials - 2.4%
774,000 Fastenal Co. $ 35,942,625
------------
Retail (General Merchandise) - 3.1%
1,072,840 Fred Meyer, Inc.* $ 45,595,700
------------
Retail (Specialty) - 1.4%
550,000 Barnes & Noble, Inc.* $ 20,590,625
------------
Services (Commercial & Consumer) - 1.3%
385,800 Cintas Corp. $ 19,675,800
------------
Textiles (Apparel) - 3.8%
1,135,000 Nike, Inc. (Class B) $ 55,260,312
------------
Total Consumer Cyclicals $177,065,062
------------
10 The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
Pioneer Growth Shares
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Consumer Staples - 24.2%
Beverages (Non-Alcoholic) - 3.8%
660,000 The Coca-Cola Co. $ 56,430,000
------------
Broadcasting (Television/Radio/Cable) - 2.2%
785,000 Comcast Corp. (Non-voting) $ 31,866,094
------------
Entertainment - 1.2%
170,000 The Walt Disney Co. $ 17,860,625
------------
Foods - 4.0%
596,000 Wrigley (Wm.) Jr. Co. $ 58,408,000
------------
Household Products (Non-Durables) - 3.0%
495,000 Procter & Gamble Co. $ 45,075,938
------------
Personal Care - 3.1%
820,000 Gillette Co. $ 46,483,750
------------
Restaurants - 3.8%
820,000 McDonald's Corp. $ 56,580,000
------------
Retail (Drug Stores) - 3.1%
1,105,000 Walgreen Co. $ 45,650,313
------------
Total Consumer Staples $358,354,720
------------
Financial - 12.5%
Insurance (Multi-Line) - 3.6%
361,000 American International Group, Inc. $ 52,706,000
------------
Insurance (Property/Casualty) - 5.2%
485,000 Progressive Corp. $ 68,385,000
275,000 20th Century Industries 7,889,062
------------
$ 76,274,062
------------
Investment Bank/Brokerage - 2.0%
915,000 Charles Schwab Corp. $ 29,737,500
------------
Investment Management - 1.7%
470,000 Franklin Resources, Inc. $ 25,380,000
------------
Total Financial $184,097,562
------------
Healthcare - 11.3%
Healthcare (Drugs/Major Pharmaceuticals) - 11.3%
250,000 Merck & Co., Inc. $ 33,437,500
1,620,000 Monsanto Co. 90,517,500
389,200 Pfizer, Inc. 42,301,175
------------
Total Healthcare $166,256,175
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Growth Shares
SCHEDULE OF INVESTMENTS 6/30/98 (continued)
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Technology - 17.9%
Computers (Hardware) - 5.5%
880,000 Dell Computer Corp.* $ 81,675,000
--------------
Computers (Networking) - 2.2%
355,000 Cisco Systems, Inc.* $ 32,682,187
--------------
Computers (Software & Services) - 3.2%
440,000 Microsoft Corp.* $ 47,685,000
--------------
Electronics (Semiconductors) - 2.5%
505,000 Intel Corp. $ 37,433,125
--------------
Equipment (Semiconductors) - 1.2%
575,000 Applied Materials, Inc.* $ 16,962,500
--------------
Services (Data Processing) - 3.3%
1,470,000 First Data Corp. $ 48,969,375
--------------
Total Technology $ 265,407,187
--------------
Total Common Stocks
(Cost $1,010,621,766) $1,384,515,331
--------------
TOTAL INVESTMENT IN SECURITIES
(Cost $1,026,861,644) $1,423,919,690
--------------
Principal
Amount
TEMPORARY CASH INVESTMENTS - 3.6%
Commercial Paper - 3.6%
$33,417,000 Household Finance Corp., 6.05%, 7/1/98 $ 33,417,000
20,481,000 Norwest Financial Inc., 6.03%, 7/1/98 20,481,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $53,898,000) $ 53,898,000
--------------
TOTAL INVESTMENT IN SECURITIES AND
TEMPORARY CASH INVESTMENTS - 100%
(Cost $1,080,759,644) (a) $1,477,817,690
==============
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
* Non-income producing security.
+ Investment held by the Fund representing 5% or more of the outstanding
voting stock of such company.
(a) At June 30, 1998, the net unrealized gain on investments, based on cost
for federal income tax purposes of $1,080,809,967, was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $432,248,610
Aggregate gross unrealized loss for all investments
in which there is an excess of tax cost over value (35,240,887)
------------
Net unrealized gain $397,007,723
============
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended June 30, 1998 aggregated $531,588,357 and $62,742,878,
respectively.
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Growth Shares
BALANCE SHEET 6/30/98
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash
investments of $53,898,000) (cost $1,080,759,644) $1,477,817,690
Receivables -
Investment securities sold 1,031,278
Fund shares sold 22,099,599
Dividends and interest 621,467
Other 1,275
--------------
Total assets $1,501,571,309
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 11,276,336
Fund shares repurchased 4,153,152
Due to affiliates 1,716,518
Accrued expenses 133,938
--------------
Total liabilities $ 17,279,944
--------------
NET ASSETS:
Paid-in capital $1,067,882,477
Accumulated net investment loss (2,634,309)
Accumulated undistributed net realized gain on investments 21,985,151
Net unrealized gain on investments 397,058,046
--------------
Total net assets $1,484,291,365
==============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $952,592,027/47,048,252 shares) $ 20.25
==============
Class B (based on $416,336,005/21,097,785 shares) $ 19.73
==============
Class C (based on $111,452,107/5,618,966 shares) $ 19.83
==============
Class Y (based on $3,911,226/193,014 shares) $ 20.26
==============
MAXIMUM OFFERING PRICE:
Class A $ 21.49
==============
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
STATEMENT OF OPERATIONS
For the Six Months Ended 6/30/98
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends (net of foreign taxes withheld of $9,334) $2,456,879
Interest 1,346,570
----------
Total investment income $ 3,803,449
------------
EXPENSES:
Management fees $2,521,505
Transfer agent fees
Class A 688,076
Class B 287,318
Class C 42,889
Class Y 11
Distribution fees
Class A 936,707
Class B 1,394,843
Class C 301,548
Accounting 37,290
Custodian fees 70,411
Registration fees 135,345
Professional fees 24,072
Printing 20,547
Fees and expenses of nonaffiliated trustees 9,561
Miscellaneous 15,984
----------
Total expenses $ 6,486,107
Less fees paid indirectly (48,349)
------------
Net expenses $ 6,437,758
------------
Net investment loss $ (2,634,309)
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $ 15,879,373
Change in net unrealized gain on investments 206,090,769
------------
Net gain on investments $221,970,142
------------
Net increase in net assets resulting from operations $219,335,833
============
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Growth Shares
STATEMENTS OF CHANGES IN NET ASSETS
For the Six Months Ended 6/30/98 and the Year Ended 12/31/97
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
FROM OPERATIONS: 6/30/98 12/31/97
<S> <C> <C>
Net investment loss $ (2,634,309) $ (1,878,986)
Net realized gain on investments 15,879,373 24,440,249
Change in net unrealized gain on investments 206,090,769 136,683,350
-------------- ------------
Net increase in net assets resulting from operations $ 219,335,833 $159,244,613
-------------- ------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($0.00 and $0.49 per share, respectively) $ - $(16,028,550)
Class B ($0.00 and $0.49 per share, respectively) - (4,596,476)
Class C ($0.00 and $0.49 per share, respectively) - (980,576)
-------------- ------------
Total distributions to shareholders $ - $(21,605,602)
-------------- ------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 677,607,140 $439,838,081
Reinvestment of distributions - 19,890,442
Cost of shares repurchased (178,032,647) (142,224,466)
-------------- ------------
Net increase in net assets resulting from fund
share transactions $ 499,574,493 $317,504,057
-------------- ------------
Net increase in net assets $ 718,910,326 $455,143,068
NET ASSETS:
Beginning of period 765,381,039 310,237,971
-------------- ------------
End of period (including accumulated net investment
loss of $2,634,309 and $0, respectively) $1,484,291,365 $765,381,039
============== ============
</TABLE>
<TABLE>
<CAPTION>
CLASS A '98 Shares '98 Amount '97 Shares '97 Amount
<S> <C> <C> <C> <C>
Shares sold 19,480,659 $ 364,723,825 16,994,243 $ 259,260,803
Reinvestment of distributions - - 947,412 15,461,488
Less shares repurchased (7,115,225) (133,631,757) (6,967,488) (104,255,907)
---------- ------------- ---------- ------------
Net increase 12,365,434 $ 231,092,068 10,974,167 $170,466,384
========== ============= ========== ============
CLASS B
Shares sold 12,313,761 $ 225,246,374 9,251,604 $140,282,436
Reinvestment of distributions - - 235,329 3,757,908
Less shares repurchased (1,462,265) (26,837,276) (1,948,758) (28,743,764)
---------- ------------- ---------- ------------
Net increase 10,851,496 $ 198,409,098 7,538,175 $115,296,580
========== ============= ========== ============
CLASS C
Shares sold 4,475,471 $ 83,796,468 2,580,171 $ 40,294,842
Reinvestment of distributions - - 41,778 671,046
Less shares repurchased (989,104) (17,535,940) (606,628) (9,224,795)
---------- ------------- ---------- ------------
Net increase 3,486,367 $ 66,260,528 2,015,321 $ 31,741,093
========== ============= ========== ============
CLASS Y*
Shares sold 194,408 $ 3,840,473
Less shares repurchased (1,394) (27,674)
---------- -------------
Net increase 193,014 $ 3,812,799
========== =============
</TABLE>
*Class Y shares were first publicly offered on April 30, 1998.
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
Pioneer Growth Shares
FINANCIAL HIGHLIGHTS 6/30/98
Six Months
Ended Year Ended
6/30/98 12/31/97
CLASS A
<S> <C> <C>
Net asset value, beginning of period $ 16.35 $ 11.71
-------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.02) $ (0.03)
Net realized and unrealized gain (loss) on investments 3.92 5.16
-------- --------
Net increase (decrease) from investment operations $ 3.90 $ 5.13
Distributions to shareholders:
Net investment income - -
Net realized gain - (0.49)
Paid-in capital - -
-------- --------
Net increase (decrease) in net asset value $ 3.90 $ 4.64
-------- --------
Net asset value, end of period $ 20.25 $ 16.35
======== ========
Total return* 23.85% 43.78%
Ratio of net expenses to average net assets 0.95%**+ 0.99%+
Ratio of net investment income (loss) to average net assets (0.26)%**+ (0.25)%+
Portfolio turnover rate 12%** 28%
Net assets, end of period (in thousands) $952,592 $567,126
Ratios assuming no waiver of management fees and
assumption of expenses by PMC and no reduction for
fees paid indirectly:
Net expenses 0.95%** 0.99%
Net investment income (loss) (0.26)%** (0.25)%
Ratios assuming reductions for fees paid indirectly:
Net expenses 0.94%** 0.97%
Net investment income (loss) (0.25)%** (0.23)%
<CAPTION>
Year Ended Year Ended Year Ended Year Ended
12/31/96 12/31/95 12/31/94 12/31/93(a)
<S> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 10.12 $ 8.85 $ 12.62 $ 12.42
-------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.01) $ 0.03 $ (0.06) $ (0.07)
Net realized and unrealized gain (loss) on investments 2.67 2.58 (0.38) 1.10
-------- -------- -------- --------
Net increase (decrease) from investment operations $ 2.66 $ 2.61 $ (0.44) $ 1.03
Distributions to shareholders:
Net investment income - ( 0.03) - -
Net realized gain (1.07) ( 1.31) (3.32) ( 0.83)
Paid-in capital - - (0.01) -
-------- -------- -------- --------
Net increase (decrease) in net asset value $ 1.59 $ 1.27 $ (3.77) $ 0.20
-------- -------- -------- --------
Net asset value, end of period $ 11.71 $ 10.12 $ 8.85 $ 12.62
======== ======== ======== ========
Total return* 26.95% 29.82% (2.60)% 8.52%
Ratio of net expenses to average net assets 1.15%+ 1.23%+ 1.46% 1.20%
Ratio of net investment income (loss) to average net assets (0.08)%+ 0.28%+ (0.53)% (0.60)%
Portfolio turnover rate 96% 158% 161% 29%
Net assets, end of period (in thousands) $277,598 $215,564 $132,476 $134,546
Ratios assuming no waiver of management fees and
assumption of expenses by PMC and no reduction for
fees paid indirectly:
Net expenses 1.15% 1.23% - 1.21%
Net investment income (loss) (0.08)% 0.28% - (0.62)%
Ratios assuming reductions for fees paid indirectly:
Net expenses 1.13% 1.21% - -
Net investment income (loss) (0.06)% 0.30% - -
</TABLE>
(a) Prior to the assumption of the management agreement on December 1, 1993 by
Pioneering Management Corporation, 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.
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
<TABLE>
<CAPTION>
Pioneer Growth Shares
FINANCIAL HIGHLIGHTS 6/30/98
Six Months
Ended Year Ended Year Ended 4/28/95 to
6/30/98 12/31/97(a) 12/31/96 12/31/95
<S> <C> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 16.00 $ 11.55 $ 10.07 $ 9.68
-------- -------- ------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.04) $ (0.15) $ (0.05) $ -
Net realized and unrealized gain on investments 3.77 5.09 2.60 1.73
-------- -------- ------- -------
Net increase from investment operations $ 3.73 $ 4.94 $ 2.55 $ 1.73
Distributions to shareholders:
Net investment income - - - (0.03)
Net realized gain - (0.49) (1.07) (1.31)
-------- -------- ------- -------
Net increase in net asset value $ 3.73 $ 4.45 $ 1.48 $ 0.39
-------- -------- ------- -------
Net asset value, end of period $ 19.73 $ 16.00 $ 11.55 $ 10.07
======== ======== ======= =======
Total return* 23.31% 42.75% 25.97% 18.26%
Ratio of net expenses to average net assets 1.72%**+ 1.76%+ 1.86%+ 1.90%**+
Ratio of net investment loss to average net assets (1.02)%**+ (1.01)%+ (0.83)%+ (0.25)%**+
Portfolio turnover rate 12%** 28% 96% 158%
Net assets, end of period (in thousands) $416,336 $163,955 $31,286 $14,019
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.71%** 1.72% 1.84% 1.84%**
Net investment loss (1.01)%** (0.97)% (0.81)% (0.19)%**
</TABLE>
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* 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.
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
FINANCIAL HIGHLIGHTS 6/30/98
<TABLE>
<CAPTION>
Six Months
Ended Year Ended 1/31/96 to
CLASS C 6/30/98 12/31/97(a) 12/31/96
<S> <C> <C> <C>
Net asset value, beginning of period $ 16.08 $ 11.55 $ 10.10
------- -------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.04) $ (0.14) $ (0.05)
Net realized and unrealized gain on investments 3.79 5.16 2.57
------- ------- -------
Net increase from investment operations $ 3.75 $ 5.02 $ 2.52
Distributions to shareholders:
Net realized gain - (0.49) (1.07)
------- ------- -------
Net increase in net asset value $ 3.75 $ 4.53 $ 1.45
------- ------- -------
Net asset value, end of period $ 19.83 $ 16.08 $ 11.55
======= ======= =======
Total return* 23.32% 43.44% 25.61%
Ratio of net expenses to average net assets 1.65%**+ 1.69%+ 1.89%**+
Ratio of net investment loss to average net assets (0.95)%**+ (0.93)%+ (1.01)%**+
Portfolio turnover rate 12%** 28% 96%
Net assets, end of period (in thousands) $111,452 $34,300 $ 1,354
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.64%** 1.63% 1.87%**
Net investment loss (0.94)%** (0.87)% (0.99)%**
</TABLE>
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* 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.
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
Pioneer Growth Shares
FINANCIAL HIGHLIGHTS 6/30/98
<TABLE>
<CAPTION>
4/30/98 to
CLASS Y(a) 6/30/98
<S> <C>
Net asset value, beginning of period $ 19.73
-------
Increase from investment operations:
Net investment income $ 0.01
Net realized and unrealized gain on investments 0.52
-------
Net increase in net asset value $ 0.53
-------
Net asset value, end of period $ 20.26
=======
Total return* 2.69%
Ratio of net expenses to average net assets 0.52%**
Ratio of net investment income to average net assets 0.20%**
Portfolio turnover rate 12%**
Net assets, end of period (in thousands) $ 3,911
</TABLE>
(a) Class Y shares were first publicly offered on April 30, 1998.
* Assumes initial investment at net asset value at the beginning of the
period, reinvestment of distributions and the complete redemption of the
investment at net asset value at the end of the period.
** Annualized.
20 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
NOTES TO FINANCIAL STATEMENTS 6/30/98
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 four classes of shares - Class A, Class B, Class C, and Class Y
shares. Class Y shares were first publicly offered on April 30, 1998. 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 and Class C shareholders have exclusive
voting rights with respect to the distribution plan for each class. There is no
distribution plan for Class Y shares.
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
21
<PAGE>
Pioneer Growth Shares
NOTES TO FINANCIAL STATEMENTS 6/30/98 (continued)
that have the highest cost and also qualify for long-term capital gain or
loss treatment for tax purposes.
Settlements from litigation and class action suits are recognized when the
Fund acquires an enforceable right to such awards. Included in net realized
gain from investments is $13,148 of class action settlements received by the
Fund during the six months ended June 30, 1998.
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.
The characterization of distributions to shareholders 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.
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 $787,725 in
underwriting commissions on the sale of fund shares during the six months
ended June 30, 1998.
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. Class Y shares are not subject to a distribution plan.
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 expense (see Note 3). Income, common
expenses and realized and unrealized gains and losses are calculated at the
Fund level and allocated daily to all classes of shares based on their
respective percentage of adjusted net assets at the beginning of the day.
22
<PAGE>
Pioneer Growth Shares
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, Class C, and Class Y 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, are paid by
the Fund. At June 30, 1998, $567,100 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 $201,443 in transfer agent fees payable to PSC at June 30,
1998.
4. Distribution Plans
The Fund adopted Plans of Distribution with respect to Class A, Class B and
Class C 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 the
Class B Plan and the Class C Plan, the Fund pays PFD 1.00% of the average daily
net assets attributable to each class of shares. The fee consists of a 0.25%
service fee and a 0.75% distribution fee paid as compensation for personal
services and/or account maintenance services or distribution services with
regard to Class B and Class C shares. Included in due to affiliates is $947,975
in distribution fees payable to PFD at June 30, 1998.
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 redemptions of certain net asset value pur-
23
<PAGE>
Pioneer Growth Shares
NOTES TO FINANCIAL STATEMENTS 6/30/98 (continued)
chases 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 CDSCs are paid to PFD. For the six months
ended June 30, 1998, CDSCs in the amount of $201,797 were paid to PFD.
5. Expense Offsets
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, 1998, the Fund's expenses were reduced by $48,349 under
such arrangements.
6. Line of Credit Facility
Effective April 14, 1998, the Fund, along with certain others in the Pioneer
Family of Funds (the "Funds"), collectively participate in a $50 million
committed, unsecured revolving line of credit facility. Borrowings are used
solely for temporary or emergency purposes. The Fund may borrow up to the
lesser of $50 million or the limits set by its prospectus for borrowings.
Interest on collective borrowings of up to $25 million is payable at the
Federal Funds Rate plus 3/8% on an annualized basis, or at the Federal Funds
Rate plus 1/2% if the borrowings exceed $25 million at any one time. 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 period
ended June 30, 1998, there were no borrowings under this agreement.
7. Affiliated Companies
The Fund's investments in certain companies exceed 5% of the outstanding voting
stock. Such companies are deemed affiliates of the Fund for financial reporting
purposes. The following summarizes transactions with affiliates of the Fund as
of June 30, 1998:
<TABLE>
<CAPTION>
Dividend
Purchases Sales Income Value
<S> <C> <C> <C> <C>
Minerals Technologies Inc. $28,174,194 $ - $54,940 $67,765,500
</TABLE>
24
<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, 1998, and the related
statement of operations, the statements of changes in net assets for the
periods presented and financial highlights for the six months ended June 30,
1998 and for each of the four years ended December 31, 1997. 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 the year 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, 1998 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, 1998, the results of its operations, the
changes in its net assets for the periods presented and financial highlights
for the six months ended June 30, 1998 and for each of the four years ended
December 31, 1997, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 7, 1998
25
<PAGE>
Pioneer Growth Shares
RESULTS OF SHAREOWNER MEETINGS
On April 21, 1998, Pioneer Growth Shares held a special meeting of shareowners.
The following proposals were passed by shareowner vote. Here are the detailed
results of the votes.
Proposal 2 -- To elect Trustees.
<TABLE>
<CAPTION>
Nominee Affirmative Withheld
<S> <C> <C>
Mary K. Bush 31,903,615.247 1,010,349.614
John F. Cogan, Jr. 31,920,713.678 993,251.183
Richard H. Egdahl, M.D. 31,886,870.900 1,027,093.961
Margaret B.W. Graham 31,908,303.998 1,005,660.863
John W. Kendrick 31,911,696.179 1,002,268.682
Marguerite A. Piret 31,938,612.502 975,352.359
David D. Tripple 31,904,173.040 1,009,791.821
Stephen K. West 31,929,356.918 984,607.943
John Winthrop 31,935,169.702 978,795.159
</TABLE>
Proposal 3 -- To approve an amendment, elimination or addition of the Fund's
fundamental investment restriction regarding:
Proposal 3(a) -- Underwriting
Affirmative Against Abstain
23,203,892.767 1,512,411.037 2,827,506.057
Proposal 3(b) -- Commodities
Affirmative Against Abstain
22,997,194.446 1,725,075.358 2,821,540.057
Proposal 3(c) -- "Unseasoned" Issuers
Affirmative Against Abstain
23,019,054.840 1,685,637.964 2,839,117.057
Proposal 3(d) -- Affiliates of Affiliates
Affirmative Against Abstain
23,040,321.137 1,672,257.667 2,831,231.057
Proposal 3(e) -- Investment Companies
Affirmative Against Abstain
23,146,271.283 1,564,979.521 2,832,559.057
Proposal 3(f) -- Loans
Affirmative Against Abstain
23,088,814.441 1,617,252.363 2,837,743.057
26
<PAGE>
Pioneer Growth Shares
Proposal 3(g) -- Borrowing
Affirmative Against Abstain
23,054,418.434 1,649,730.370 2,839,661.057
Proposal 3(h) -- "Senior Securities"
Affirmative Against Abstain
23,221,697.701 1,493,734.094 2,828,378.057
Proposal 3(i) -- Joint Transactions
Affirmative Against Abstain
23,159,612.664 1,532,655.140 2,851,524.057
Proposal 3(j) -- Transactions with Affiliates
Affirmative Against Abstain
23,048,595.538 1,658,202.266 2,837,012.057
Proposal 4 -- To ratify the selection of Arthur Anderson LLP as the Fund's
independent public accountants for the fiscal year ending December 31, 1998.
Affirmative Against Abstain
30,738,822.389 449,745.257 1,725,397.206
The remaining proposal up for shareowner approval, Proposal 1, was adjourned to
subsequent shareowner meetings on June 18, 1998 and July 21, 1998.
Proposal 1 -- To approve a new Management Contract with Pioneering Management
Corporation, including a performance-based management fee.
27
<PAGE>
Pioneer Growth Shares
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
Officers Trustees
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Mary K. Bush President
Richard H. Egdahl, M.D. David D. Tripple, Executive Vice President
Margaret B.W. Graham Jeffrey B. Poppenhagen, Vice President
John W. Kendrick William H. Keough, Treasurer
Marguerite A. Piret Joseph P. Barri, Secretary
David D. Tripple
Stephen K. West
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
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 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
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.
[Pioneer Logo]
Pioneer Funds Distributor, Inc.
60 State Street
0898-5430
Boston, Massachusetts 02109 [copyright] Pioneer Funds
www.pioneerfunds.com Distributor, Inc.
[Recycle logo] Printed on Recycled Paper
