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[LOGO]
PIONEER
GROWTH SHARES
SEMIANNUAL REPORT 6/30/99
<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
Trustees, Officers and Service Providers 26
The Pioneer Family of Mutual Funds 27
Programs and Services for Pioneer Shareowners 28
</TABLE>
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
LETTER FROM THE CHAIRMAN 6/30/99
DEAR SHAREOWNER,
- ---------------------------------------------------------------
I am pleased to introduce this semiannual report for Pioneer Growth Shares,
covering the period ended June 30, 1999. On behalf of your investment team, I
thank you for your interest and this opportunity to comment on today's investing
environment. I would also like to thank those of you who owned shares on July
19, 1999 for exercising your shareowner rights and voting in this summer's
important proxy ballot.
As we mentioned in our last report, the 1990s have not completely remade
financial markets, nor is any sector of the stock market ready for the moniker
of "sure bet." And so, with six months left in this decade, it was refreshing to
see a broadening in the stock market. Smaller company stocks handily
outperformed large company stocks in the last quarter of the period. Stocks of
Real Estate Investment Trusts (REITs) returned to investor's radar screen and
the value stocks in the Standard & Poor's 500 Index outperformed growth over the
last six months.
The change is, I believe, an indication of the inherent good sense of the open
marketplace. The large "blue chip" stocks that dominated the market place for
several years have reached such high price levels that some investors are
looking elsewhere. What they're seeing is a variety of stocks with strong
fundamentals, low prices and some real potential. For long-term investors,
quality companies at good prices is a simple and reliable philosophy that makes
sense regardless of the type of stocks in favor. It's a philosophy that Pioneer
has lived by for more than 70 years. As a part of that legacy, let me assure you
that your Fund's focus on growth stocks is predicated not on market
capitalization or price momentum but on the solid underpinnings of winning
business fundamentals. We call our investments in Pioneer Growth Shares
"franchise stocks" for our belief in their industry dominance.
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. You can also reach us for information or service at our website,
www.pioneerfunds.com.
Respectfully,
/s/ John F. Cogan
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
PIONEER GROWTH SHARES
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PORTFOLIO SUMMARY 6/30/99
PORTFOLIO DIVERSIFICATION
- ---------------------------------------------------------------
(As a percentage of total investment portfolio)
[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
<TABLE>
<S> <C>
U.S. Common Stocks 93%
Short-Term Cash Equivalents 5%
International Preferred Stocks 1%
Depositary Receipts for International Stocks 1%
</TABLE>
SECTOR DISTRIBUTION
- ---------------------------------------------------------------
(As a percentage of equity holdings)
[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
<TABLE>
<S> <C>
Consumer Staples 37%
Financial 20%
Technology 15%
Capital Goods 10%
Consumer Cyclicals 7%
Healthcare 6%
Basic Materials 4%
Communication Services 1%
</TABLE>
10 LARGEST HOLDINGS
- ---------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<C> <S> <C> <C> <C> <C>
1. Progressive Corp. 6.74% 6. Comcast Corp. (Non-voting) 5.31
2. Berkshire Hathaway, Inc. 6.45 7. McDonald's Corp. 5.15
3. Infinity Broadcasting Corp. 5.90 8. The Coca-Cola Co. 4.95
4. Sealed Air Corp. 5.71 9. American International Group, Inc. 4.52
5. Dollar General Corp. 5.32 10. Wrigley (Wm.) Jr. Co. 4.34
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
PERFORMANCE UPDATE 6/30/99 CLASS A SHARES
SHARE PRICES AND DISTRIBUTIONS
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 6/30/99 12/31/98
<S> <C> <C> <C>
$22.48 $20.34
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(12/31/98-6/30/99) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - -
</TABLE>
INVESTMENT RETURNS
- ---------------------------------------------------------------
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, 1999)
NET ASSET PUBLIC OFFERING
PERIOD VALUE PRICE*
<S> <C> <C>
10 Years 20.30% 19.59%
5 Years 33.08 31.51
1 Year 19.17 12.29
</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.
[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
<TABLE>
<CAPTION>
GROWTH OF $10,000
PIONEER GROWTH STANDARD & POOR'S 500 INDEX
SHARES*
<S> <C> <C>
6/89 $9,425 $10,000
6/90 $12,774 $11,646
6/91 $12,017 $12,503
6/92 $13,133 $14,177
6/93 $16,390 $16,107
6/94 $14,330 $16,334
6/95 $19,732 $20,584
6/96 $23,747 $25,928
6/97 $35,627 $34,916
6/98 $50,199 $45,445
6/99 $59,822 $55,664
</TABLE>
The Fund adopted its current name and investment adviser (Pioneering
Investment Management, Inc.) 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
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PIONEER GROWTH SHARES
- -------------------------------------------
PERFORMANCE UPDATE 6/30/99 CLASS B SHARES
SHARE PRICES AND DISTRIBUTIONS
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 6/30/99 12/31/98
<S> <C> <C> <C>
$21.68 $19.70
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(12/31/98-6/30/99) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - -
</TABLE>
INVESTMENT RETURNS
- ---------------------------------------------------------------
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, 1999)
IF IF
PERIOD HELD REDEEMED*
<S> <C> <C>
Life-of-Fund 31.08% 30.88%
(4/28/95)
1 Year 18.22 14.22
</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.
[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
<TABLE>
<CAPTION>
GROWTH OF $10,000
PIONEER GROWTH STANDARD & POOR'S
SHARES* 500 INDEX
<S> <C> <C>
4/95 $10,000 $10,000
6/95 $10,537 $10,640
$12,335 $11,485
$11,825 $12,175
$12,131 $12,828
6/96 $12,604 $13,402
$13,330 $13,815
$14,897 $14,966
$15,155 $15,369
6/97 $18,766 $18,048
$20,959 $19,398
$21,265 $19,956
$24,534 $22,738
6/98 $26,222 $23,491
$23,046 $19,838
$28,168 $25,660
$30,613 $27,238
6/99 $30,799 $28,836
</TABLE>
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 6/30/99 CLASS C SHARES
SHARE PRICES AND DISTRIBUTIONS
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 6/30/99 12/31/98
<S> <C> <C> <C>
$21.83 $19.82
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(12/31/98-6/30/99) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - -
</TABLE>
INVESTMENT RETURNS
- ---------------------------------------------------------------
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, 1999)
IF IF
PERIOD HELD REDEEMED*
<S> <C> <C>
Life-of-Fund 32.79% 32.79%
(1/31/96)
1 Year 18.32 18.32
</TABLE>
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
<TABLE>
<CAPTION>
GROWTH OF $10,000
PIONEER STANDARD & POOR'S
GROWTH SHARES* 500 INDEX
<S> <C> <C>
1/96 $10,000 $10,000
$10,228 $10,190
6/96 $10,627 $10,646
$11,239 $10,974
12/96 $12,561 $11,888
$12,833 $12,208
6/97 $15,889 $14,336
$17,748 $15,408
12/97 $18,017 $15,851
$20,784 $18,061
6/98 $22,219 $18,659
$19,541 $16,806
12/98 $23,881 $20,382
$25,954 $21,635
6/99 $26,303 $22,913
</TABLE>
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 6/30/99 CLASS Y SHARES
SHARE PRICES AND DISTRIBUTIONS
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSET VALUE
PER SHARE 6/30/99 12/31/98
<S> <C> <C> <C>
$22.59 $20.41
<CAPTION>
DISTRIBUTIONS PER SHARE INCOME SHORT-TERM LONG-TERM
(12/31/98-6/30/99) DIVIDENDS CAPITAL GAINS CAPITAL GAINS
<S> <C> <C> <C>
- - -
</TABLE>
INVESTMENT RETURNS
- ---------------------------------------------------------------
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, 1999)
IF IF
PERIOD HELD REDEEMED
<S> <C> <C>
Life-of-Fund 19.26% 19.26%
(4/30/98)
1 Year 19.67 19.67
</TABLE>
* Assumes reinvestment of distributions.
[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
<TABLE>
<CAPTION>
GROWTH OF $10,000
PIONEER GROWTH STANDARD & POOR'S
SHARES* 500 INDEX
<S> <C> <C>
4/98 $10,000 $10,000
$9,868 $9,828
6/98 $10,269 $10,227
$10,106 $10,119
$8,713 $8,656
9/98 $9,052 $9,211
$9,833 $9,959
$10,319 $10,563
12/98 $11,102 $11,171
$11,434 $11,638
$11,244 $11,276
3/99 $12,092 $11,858
$12,223 $12,317
$11,913 $12,026
6/99 $12,562 $12,694
</TABLE>
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 6/30/99
Stock market trends shifted in the first half of 1999. Small-cap stocks
outperformed large-cap stocks, and the long-ignored value stocks outperformed
growth stocks. The following is an interview with Jeffrey B. Poppenhagen, the
Portfolio manager for Pioneer Growth Shares and leader of the Fund's investment
team. Mr. Poppenhagen discusses the events and factors that influenced your
Fund's performance over the recent six month period.
Q: HOW DID THE FUND PERFORM?
A: In absolute terms, the Fund's performance for the first half of the year was
good. Class A shares returned 10.52% at net asset value, while Class B
returned 10.05%, Class C 10.14% and Class Y 10.68%. However, relative to the
11.65% average of the 1,170 growth funds tracked by Lipper, Inc. and the
12.38% return of the Standard & Poor's 500 Index, the Fund underperformed.
(Lipper is an independent firm that tracks mutual fund performance.)
Q: DID DEVELOPMENTS OVERSEAS PLAY A ROLE IN THE FUND'S SLOWER GROWTH?
A: Yes. The Fund had substantial holdings in consumer-staples; especially
multinational companies such as GILLETTE and COCA-COLA. Gillette, down nearly
14% for the period, represents almost 4% of the portfolio as of June 30,
1999. The company issued a profit warning for the second quarter, announcing
that it expected earnings per share to be down 20%, not the 10% previously
reported. We believe that Gillette's earnings will improve following a
rebound in the emerging market economies, and as their new Mach 3 razor
continues to gain market share. Coke's net income dropped 21% in the second
quarter as a contamination scare in Europe and weak sales in other overseas
markets hurt their bottom line. While these multinational giants hurt the
Fund's short-term performance, we believe their long-term roles as leaders in
their respective industries will remain unchanged. Another reason for the
Fund's underperformance was our strategy to gradually sell off some of the
portfolio's big-name
7
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 6/30/99 (CONTINUED)
technology stocks, such as Dell Computers, and our general underweighting in
this sector versus the index and our peers.
Q: WHY SELL TECHNOLOGY STOCKS NOW?
A: We are concerned about the quality of reported earnings from many technology
companies. Increasingly, companies are issuing stock options to employees as
part of their compensation. Issuing stock options is not a particularly
troubling issue in and of itself. However, because stock options are not
counted as an expense against revenue like all other forms of compensation,
accounting for these stock options is becoming a very large issue. We believe
that this methodology may be causing earnings to be overstated, especially in
high technology companies.
After looking at the returns on invested capital being generated by
technology companies, and adjusting for the expense of handing out options to
employees, we think that many technology stocks look less attractive today.
Consequently, we're more interested in telecommunications firms such as AT&T,
which rely less on options to reward employees and, we believe, have a
promising future in an increasingly networked world.
Q: WHY DO YOU OWN SO FEW INTERNET-BASED COMPANIES?
A: Perception in the investing community is that internet companies are more
efficient users of capital than traditional companies. This remains to be
proven. By and large, we believe internet companies are very capital
intensive. The maintenance of powerful e-commerce websites is not cheap and
these companies also raise capital by issuing stock options to employees
rather than through the capital markets. The use of options also leave
investors with the perception that internet companies don't require much
capital in order to grow their business. For example, we estimate that Yahoo!
issued stock options equal to three times their total revenue stream in 1998.
8
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
Q: SO HOW DOES THE USE OF OPTIONS TO PAY EMPLOYEES AFFECT STOCKHOLDERS LIKE THE
FUND?
A: In a knowledge-based economy, a company's value exists in its knowledge
workers. Employees now understand this. These workers are now able to ask for
a greater piece of certain types of businesses and get it.
If employees control a key asset of the company, that's a potential problem
for stockholders. Hiring and retaining key people is becoming incredibly
expensive in certain fields. Numerous examples exist where the most talented
workers in an enterprise were able to capture most of the wealth creation,
leaving less for stockholders. The film and entertainment industry has shown
that it is better to be Tom Cruise than Warner Brothers and the sports world
suggests that you are better off being able to throw a fastball 90 miles per
hour than to own the Seattle Mariners. In light of this, we are focusing our
investments where stockholders receive a greater portion of the company's
returns than do employees. A good example is new Fund holding DOLLAR GENERAL,
which is benefiting from increased profits and cost controls.
Q: ARE THERE ANY OTHER CHANGES OF NOTE TO THE PORTFOLIO?
A: Our concentration has increased. We have sold many of the stocks that
performed exceptionally well over the past few years. The proceeds have
largely been re-deployed in other holdings we think offer better return
potential going forward. For instance, while we have eliminated positions in
Intel and Dell and reduced the Fund's stake in AMERICA ONLINE, we have
increased holdings in INFINITY BROADCASTING and COMCAST.
Q: HOW DO YOU SEE THE REST OF THE YEAR UNFOLDING?
A: The difficulties inherent in economic forecasting aside, it seems that many
overseas economies are on the way back. This should benefit the multinational
consumer companies that we own. We believe they are among the finest
franchises in the world and have plenty of growth potential in the developing
markets throughout the world.
9
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/99
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
INVESTMENT IN SECURITIES-94.5%
PREFERRED STOCK-0.7%
63,500 SAP AG $ 25,353,049
---------------
TOTAL PREFERRED STOCK
(Cost $19,894,845) $ 25,353,049
---------------
COMMON STOCKS-93.8%
BASIC MATERIALS-3.4%
CHEMICALS (SPECIALTY)-3.4%
2,044,000 Minerals Technologies, Inc.+ $ 114,080,750
---------------
TOTAL BASIC MATERIALS $ 114,080,750
---------------
CAPITAL GOODS-9.3%
AEROSPACE/DEFENSE-2.4%
1,201,000 Gulfstream Aerospace Corp.* $ 81,142,562
---------------
ELECTRICAL EQUIPMENT-1.5%
290,000 Molex Inc. $ 10,730,000
1,243,000 Molex Inc. (Non-voting) 39,154,500
---------------
$ 49,884,500
---------------
MANUFACTURING (SPECIALIZED)-5.4%
2,785,100 Sealed Air Corp.* $ 180,683,362
---------------
TOTAL CAPITAL GOODS $ 311,710,424
---------------
COMMUNICATION SERVICES-0.6%
TELECOMMUNICATIONS (LONG DISTANCE)-0.6%
350,000 AT&T Corp. $ 19,534,375
---------------
TOTAL COMMUNICATION SERVICES $ 19,534,375
---------------
CONSUMER CYCLICALS-6.9%
GAMING, LOTTERY & PARIMUTUEL COMPANIES-0.7%
1,297,000 Mirage Resorts, Inc.* $ 21,724,750
---------------
RETAIL (DISCOUNTERS)-5.0%
5,807,500 Dollar General Corp. $ 168,417,500
---------------
SERVICES (COMMERCIAL & CONSUMER)-1.2%
584,000 Cintas Corp. $ 39,237,500
---------------
TOTAL CONSUMER CYCLICALS $ 229,379,750
---------------
CONSUMER STAPLES-34.8%
BEVERAGES (NON-ALCOHOLIC)-4.6%
2,504,000 The Coca-Cola Co. $ 156,500,000
---------------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
BROADCASTING (TELEVISION/RADIO/CABLE)-11.4%
4,375,000 Comcast Corp. (Non-voting) $ 168,164,063
6,275,000 Infinity Broadcasting Corp.* 186,681,250
350,000 MediaOne Group, Inc.* 26,031,250
---------------
$ 380,876,563
---------------
FOODS-4.1%
1,525,000 Wrigley (Wm.) Jr. Co. $ 137,250,000
---------------
PERSONAL CARE-4.0%
3,262,000 The Gillette Co. $ 133,742,000
---------------
RESTAURANTS-4.9%
3,946,000 McDonald's Corp. $ 163,019,125
---------------
RETAIL (DRUG STORES)-3.5%
3,971,000 Walgreen Co. $ 116,648,125
---------------
RETAIL STORES (FOOD CHAINS)-2.3%
2,764,680 Kroger Co.* $ 77,238,249
---------------
TOTAL CONSUMER STAPLES $ 1,165,274,062
---------------
FINANCIAL-19.4%
BANKS (MAJOR REGIONAL)-1.3%
650,000 Fifth Third Bancorp $ 43,265,625
---------------
FINANCIAL (DIVERSIFIED)-6.4%
2,962 Berkshire Hathaway, Inc. (Class A)* $ 204,081,800
5,501 Berkshire Hathaway, Inc. (Class B)* 12,371,749
---------------
$ 216,453,549
---------------
INSURANCE (MULTI-LINE)-4.3%
1,222,500 American International Group, Inc. $ 143,108,906
---------------
INSURANCE (PROPERTY/CASUALTY)-6.4%
1,471,500 Progressive Corp. $ 213,367,500
---------------
INVESTMENT BANK/BROKERAGE-1.0%
305,000 Charles Schwab Corp. $ 33,511,875
---------------
TOTAL FINANCIAL $ 649,707,455
---------------
HEALTHCARE-5.5%
BIOTECHNOLOGY-2.6%
2,183,200 Monsanto Co. $ 86,099,950
---------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/99 (CONTINUED)
<TABLE>
<CAPTION>
SHARES VALUE
<C> <S> <C>
HEALTHCARE (DRUGS/MAJOR PHARMACEUTICALS)-2.9%
604,000 Merck & Co., Inc. $ 44,696,000
472,000 Pfizer, Inc. 51,802,000
---------------
$ 96,498,000
---------------
TOTAL HEALTHCARE $ 182,597,950
---------------
TECHNOLOGY-13.9%
COMMUNICATIONS EQUIPMENT-1.5%
2,152,000 American Tower Corp.* $ 51,648,000
---------------
COMPUTERS (NETWORKING)-3.4%
1,783,000 Cisco Systems, Inc.* $ 115,003,500
---------------
COMPUTERS (PERIPHERALS)-3.3%
2,016,000 EMC Corp.* $ 110,880,000
---------------
COMPUTERS (SOFTWARE & SERVICES)-5.7%
118,000 America Online, Inc.* $ 13,039,000
1,490,000 Microsoft Corp.* 134,379,375
1,213,000 SAP AG (A.D.R.) 42,000,125
---------------
$ 189,418,500
---------------
TOTAL TECHNOLGY $ 466,950,000
---------------
TOTAL COMMON STOCKS
(Cost $2,587,156,257) $ 3,139,234,766
---------------
TOTAL INVESTMENT IN SECURITIES
(Cost $2,607,051,102) $ 3,164,587,815
---------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
<C> <S> <C>
TEMPORARY CASH INVESTMENTS-5.5%
COMMERCIAL PAPER-5.5%
$ 45,904,000 American Express Credit Corp., 4.95%, 7/1/99 $ 45,904,000
21,440,000 Commercial Credit Co., 5.26%, 7/7/99 21,440,000
39,014,000 Exxon Corp., 5.02%, 7/2/99 39,014,000
25,085,000 Ford Motor Credit Corp., 5.08%, 7/2/99 25,085,000
23,644,000 IBM Corp., 4.93%, 7/2/99 23,644,000
27,454,000 Prudential Funding Corp., 5.25%, 7/6/99 27,454,000
---------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $182,541,000) $ 182,541,000
---------------
TOTAL INVESTMENT IN SECURITIES AND TEMPORARY
CASH INVESTMENTS-100%
(Cost $2,789,592,102)(a) $ 3,347,128,815
---------------
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
* Non-income producing security.
+ Investments held by the Fund representing 5% or more of the outstanding
voting stock of such company.
(a) At June 30, 1999, the net unrealized gain on investments, based on cost for
federal income tax purposes of $2,791,398,083, was as follows:
<TABLE>
<CAPTION>
<S> <C>
Aggregate gross unrealized gain for all investments in which there
is an excess of value over tax cost $598,294,994
Aggregate gross unrealized loss for all investments in which there
is an excess of tax cost over value (42,564,262)
------------
Net unrealized gain $555,730,732
------------
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended June 30, 1999 aggregated $1,340,983,667 and $620,465,356
respectively.
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
BALANCE SHEET 6/30/99
<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value (including temporary cash
investments of $182,541,000) (cost $2,789,592,102) $3,347,128,815
Cash 125
Receivables -
Investment securities sold 22,463,196
Fund shares sold 16,937,346
Dividends and interest 875,029
Other 3,483
--------------
Total assets $3,387,407,994
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 8,521,200
Fund shares repurchased 4,432,022
Due to affiliates 3,419,830
Accrued expenses 435,317
--------------
Total liabilities $ 16,808,369
--------------
NET ASSETS:
Paid-in capital $2,634,018,802
Accumulated net investment loss (10,790,335)
Accumulated undistributed net realized gain on investments 189,834,445
Net unrealized gain on investments 557,536,713
--------------
Total net assets $3,370,599,625
--------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $2,032,735,553 / 90,444,296 shares) $ 22.48
--------------
Class B (based on $1,035,668,297 / 47,776,630 shares) $ 21.68
--------------
Class C (based on $295,152,068 / 13,523,577 shares) $ 21.83
--------------
Class Y (based on $7,043,707 / 311,802 shares) $ 22.59
--------------
MAXIMUM OFFERING PRICE:
Class A $ 23.85
--------------
</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 6/30/99
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $57,258) $4,320,878
Interest 2,946,808
----------
Total investment income $ 7,267,686
------------
EXPENSES:
Management fees $6,474,955
Transfer agent fees
Class A 1,805,838
Class B 1,150,807
Class C 211,369
Class Y 290
Distribution fees
Class A 2,168,113
Class B 4,299,993
Class C 1,218,649
Adminstrative fees 99,224
Custodian fees 90,249
Registration fees 734,524
Professional fees 53,298
Printing 65,415
Fees and expenses of nonaffiliated trustees 24,854
Miscellaneous 17,156
----------
Total expenses $ 18,414,734
Less fees paid indirectly (356,713)
------------
Net expenses $ 18,058,021
------------
Net investment loss $(10,790,335)
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $195,137,240
Change in net unrealized gain on investments 83,206,958
------------
Net gain on investments $278,344,198
------------
Net increase in net assets resulting from operations $267,553,863
------------
</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 6/30/99 AND THE YEAR ENDED 12/31/98
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
FROM OPERATIONS: 6/30/99 12/31/98
<S> <C> <C>
Net investment loss $ (10,790,335) $ (5,832,756)
Net realized gain on investments 195,137,240 127,826,484
Change in net unrealized gain on investments 83,206,958 283,362,478
----------------- ---------------
Net increase in net assets resulting from operations $ 267,553,863 $ 405,356,206
----------------- ---------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($0.00 and $1.38 per share, respectively) $ - $ (85,405,831)
Class B ($0.00 and $1.38 per share, respectively) $ - (41,966,929)
Class C ($0.00 and $1.38 per share, respectively) $ - (11,536,214)
Class Y ($0.00 and $1.38 per share, respectively) $ - (326,738)
----------------- ---------------
Total distributions to shareholders $ - $ (139,235,712)
----------------- ---------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $1,340,646,588 $ 1,709,346,324
Reinvestment of distributions - 118,722,177
Cost of shares repurchased (505,545,781) (591,625,079)
----------------- ---------------
Net increase in net assets resulting from fund share
transactions $ 835,100,807 $ 1,236,443,422
----------------- ---------------
Net increase in net assets $1,102,654,670 $ 1,502,563,916
NET ASSETS:
Beginning of period 2,267,944,955 765,381,039
----------------- ---------------
End of period (including accumulated net investment loss
of $10,790,335 and $0, respectively) $3,370,599,625 $ 2,267,944,955
----------------- ---------------
</TABLE>
<TABLE>
<CAPTION>
CLASS A '99 SHARES '99 AMOUNT '98 SHARES '98 AMOUNT
<S> <C> <C> <C> <C>
Shares sold 37,914,532 $ 820,478,426 50,599,844 $ 960,396,288
Reinvestment of distributions - - 4,031,378 75,507,150
Less shares repurchased (16,698,416) (360,507,086) (20,085,860) (384,992,157)
------------ ------------- -------------- --------------
Net increase 21,216,116 $ 459,971,340 34,545,362 $ 650,911,281
------------ ------------- -------------- --------------
CLASS B
Shares sold 18,714,765 $ 389,343,848 27,401,351 $ 510,023,299
Reinvestment of distributions - - 1,908,567 34,640,005
Less shares repurchased (4,918,604) (102,930,690) (5,575,738) (102,526,187)
------------ ------------- -------------- --------------
Net increase 13,796,161 $ 286,413,158 23,734,180 $ 442,137,117
------------ ------------- -------------- --------------
CLASS C
Shares sold 6,161,246 $ 129,084,477 12,383,572 $ 233,807,982
Reinvestment of distributions - - 451,825 8,250,190
Less shares repurchased (1,965,383) (41,499,978) (5,640,282) (103,770,282)
------------ ------------- -------------- --------------
Net increase 4,195,863 $ 87,584,499 7,195,115 $ 138,287,890
------------ ------------- -------------- --------------
CLASS Y*
Shares sold 80,081 $ 1,739,837 259,760 $ 5,118,755
Reinvestment of distributions - - 17,287 324,832
Less shares repurchased (27,362) (608,027) (17,964) (336,453)
------------ ------------- -------------- --------------
Net increase 52,719 $ 1,131,810 259,083 $ 5,107,134
------------ ------------- -------------- --------------
</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>
PIONEER GROWTH SHARES
- ------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 6/30/99
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED YEAR ENDED YEAR ENDED
6/30/99 12/31/98 12/31/97 12/31/96
<S> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 20.34 $ 16.35 $ 11.71 $ 10.12
-------------- ------------ ------------- ------------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.05) $ (0.03) $ (0.03) $ (0.01)
Net realized and unrealized gain (loss) on investments 2.19 5.40 5.16 2.67
-------------- ------------ ------------- ------------
Net increase (decrease) from investment operations $ 2.14 $ 5.37 $ 5.13 $ 2.66
Distributions to shareholders:
Net investment income - - - -
Net realized gain - (1.38) (0.49) (1.07)
Paid-in capital - - - -
-------------- ------------ ------------- ------------
Net increase (decrease) in net asset value $ 2.14 $ 3.99 $ 4.64 $ 1.59
-------------- ------------ ------------- ------------
Net asset value, end of period $ 22.48 $ 20.34 $ 16.35 $ 11.71
-------------- ------------ ------------- ------------
Total return* 10.52% 33.54% 43.78% 26.95%
Ratio of net expenses to average net assets 0.99%**+ 0.95%+ 0.99%+ 1.15%+
Ratio of net investment income (loss) to average net assets (0.48)%**+ (0.18)%+ (0.25)%+ (0.08)%+
Portfolio turnover rate 46%** 30% 28% 96%
Net assets, end of period (in thousands) $2,032,736 $1,408,252 $567,126 $277,598
Ratios assuming reductions for fees paid indirectly:
Net expenses 0.96%** 0.93% 0.97% 1.13%
Net investment income (loss) (0.45)%** (0.16)% (0.23)% (0.60)%
<CAPTION>
YEAR ENDED YEAR ENDED
12/31/95 12/31/94
<S> <C> <C>
CLASS A
Net asset value, beginning of period $ 8.85 $ 12.62
----------- -----------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.03 $ (0.06)
Net realized and unrealized gain (loss) on investments 2.58 (0.38)
----------- -----------
Net increase (decrease) from investment operations $ 2.61 $ (0.44)
Distributions to shareholders:
Net investment income (0.03) -
Net realized gain (1.31) (3.32)
Paid-in capital - (0.01)
----------- -----------
Net increase (decrease) in net asset value $ 1.27 $ (3.77)
----------- -----------
Net asset value, end of period $ 10.12 $ 8.85
----------- -----------
Total return* 29.82% (2.60)%
Ratio of net expenses to average net assets 1.23%+ 1.46%
Ratio of net investment income (loss) to average net assets 0.28%+ (0.53)%
Portfolio turnover rate 158% 161%
Net assets, end of period (in thousands) $215,564 $132,476
Ratios assuming reductions for fees paid indirectly:
Net expenses 1.21% -
Net investment income (loss) 0.30% -
</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.
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
PIONEER GROWTH SHARES
- ------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 6/30/99
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED YEAR ENDED YEAR ENDED 4/28/95 TO
6/30/99 12/31/98 12/31/97(a) 12/31/96 12/31/95
<S> <C> <C> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 19.70 $ 16.00 $ 11.55 $ 10.07 $ 9.68
----------------- ----------- ----------- ----------- -----------
Increase (decrease) from investment operations:
Net investment loss $ (0.09) $ (0.07) $ (0.15) $ (0.05) $ -
Net realized and unrealized gain on investments 2.07 5.15 5.09 2.60 1.73
----------------- ----------- ----------- ----------- -----------
Net increase from investment operations $ 1.98 $ 5.08 $ 4.94 $ 2.55 $ 1.73
Distributions to shareholders:
Net investment income - - - - (0.03)
Net realized gain - (1.38) (0.49) (1.07) (1.31)
----------------- ----------- ----------- ----------- -----------
Net increase in net asset value $ 1.98 $ 3.70 $ 4.45 $ 1.48 $ 0.39
----------------- ----------- ----------- ----------- -----------
Net asset value, end of period $ 21.68 $ 19.70 $ 16.00 $ 11.55 $ 10.07
----------------- ----------- ----------- ----------- -----------
Total return* 10.05% 32.46% 42.75% 25.97% 18.26%
Ratio of net expenses to average net assets 1.79%**+ 1.74%+ 1.76%+ 1.86%+ 1.90%**+
Ratio of net investment loss to average net assets (1.28)%**+ (0.95)%+ (1.01)%+ (0.83)%+ (0.25)%**+
Portfolio turnover rate 46%** 30% 28% 96% 158%
Net assets, end of period (in thousands) $1,035,668 $669,496 $163,955 $31,286 $14,019
Ratios assuming reduction for fees paid
indirectly:
Net expenses 1.77%** 1.71% 1.72% 1.84% 1.84%**
Net investment loss (1.26)%** (0.92)% (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.
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
PIONEER GROWTH SHARES
- ------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 6/30/99
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED YEAR ENDED 1/31/96 TO
6/30/99 12/31/98 12/31/97(a) 12/31/96
<S> <C> <C> <C> <C>
CLASS C
Net asset value, beginning of period $ 19.82 $ 16.08 $ 11.55 $10.10
----------------- ----------- ----------- -----------
Increase (decrease) from investment operations:
Net investment loss $ (0.09) $ (0.08) $ (0.14) $(0.05)
Net realized and unrealized gain on investments 2.10 5.20 5.16 2.57
----------------- ----------- ----------- -----------
Net increase from investment operations $ 2.01 $ 5.12 $ 5.02 $ 2.52
Distributions to shareholders:
Net realized gain - (1.38) (0.49) (1.07)
----------------- ----------- ----------- -----------
Net increase in net asset value $ 2.01 $ 3.74 $ 4.53 $ 1.45
----------------- ----------- ----------- -----------
Net asset value, end of period $ 21.83 $ 19.82 $ 16.08 $11.55
----------------- ----------- ----------- -----------
Total return* 10.14% 32.55% 43.44% 25.61%
Ratio of net expenses to average net assets 1.70%**+ 1.71%+ 1.69%+ 1.89%**+
Ratio of net investment loss to average net assets (1.19)%**+ (0.92)%+ (0.93)%+ (1.01)%**+
Portfolio turnover rate 46%** 30% 28% 96%
Net assets, end of period (in thousands) $295,152 $184,909 $34,300 $1,354
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.67%** 1.67% 1.63% 1.87%**
Net investment loss (1.16)%** (0.88)% (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 6/30/99
<TABLE>
<CAPTION>
SIX MONTHS ENDED 4/30/98 TO
6/30/99 12/31/98
<S> <C> <C>
CLASS Y
Net asset value, beginning of period $20.41 $19.73
------- -----------
Increase (decrease) from investment operations:
Net investment income (loss) $(0.02) $ 0.03
Net realized and unrealized gain on investments 2.20 2.03
------- -----------
Net increase from investment operations 2.18 2.06
Distributions to shareholders:
Net realized gain - (1.38)
------- -----------
Net increase in net asset value $ 2.18 $ 0.68
------- -----------
Net asset value, end of period $22.59 $20.41
------- -----------
Total return* 10.68% 11.02%
Ratio of net expenses to average net assets 0.54%**+ 0.51%**+
Ratio of net investment income (loss) to average net
assets (0.03)%**+ 0.29%**+
Portfolio turnover rate 46%** 30%
Net assets, end of period (in thousands) $7,044 $5,287
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.53%** 0.51%**
Net investment income (loss) (0.02)%** 0.29%**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/99
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. Each class of shares represent an interest in the same portfolio of
investments of the Fund and have 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. The net asset value is
computed once daily, on each day the New York Stock Exchange is open, as of
the close of regular trading on the Exchange. In computing the net asset
value, securities are valued at the last sale price on the principal exchange
where they are traded. Securities that have not traded on the date of
valuation, or securities for which sale prices are not generally reported, are
valued at the mean between the last bid and asked prices. Securities for which
market quotations are not readily available are valued at their fair values as
determined by, or under the direction of, the Board of Trustees. Dividend
income is recorded on the ex-dividend 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.
21
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/99 (CONTINUED)
Settlements from litigation and class action suits are recognized when the
Fund acquires an enforceable right to such awards, and are included in other
income to the extent that they are not identifiable with realized or
unrealized losses. Included in net realized gain from investments is $1,733 of
class action settlements received by the Fund during the six months ended June
30, 1999.
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 $1,081,803 in
underwriting commissions on the sale of fund shares during the six months
ended June 30, 1999.
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
Pioneer Investment Management, Inc. (PIM), 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 and administrative agreements, certain other
services and costs, including accounting, regulatory reporting, and insurance
premiums, are paid by the Fund. At June 30, 1999, $1,354,233 was payable to PIM
related to management fees, administrative 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 $515,532 in transfer agent fees payable to PSC at June 30, 1999.
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
$1,550,065 in distribution fees payable to PFD at June 30, 1999.
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 purchases of Class A shares
within one year of purchase. Class B shares
23
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/99 (CONTINUED)
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, 1999, CDSCs in the amount of $902,856 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, 1999, the Fund's expenses were reduced by $356,713 under
such arrangements.
6. LINE OF CREDIT FACILITY
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $50 million committed, 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 borrowing exceeds $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 six months ended June 30, 1999, the Fund had 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, 1999:
<TABLE>
<CAPTION>
DIVIDEND
AFFILIATE PURCHASES SALES INCOME VALUE
<S> <C> <C> <C> <C>
Minerals Technologies, Inc. $3,081,794 $ - $ 101,000 $ 114,080,750
</TABLE>
24
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE SHAREOWNERS AND THE BOARD OF TRUSTEES OF PIONEER GROWTH SHARES:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer Growth Shares, as of June 30, 1999, and the related
statement of operations, statements of changes in net assets, and the financial
highlights for the periods presented. 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.
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, 1999, 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, 1999, the results of its operations, the
changes in its net assets and the financial highlights for the periods
presented, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 6, 1999
25
<PAGE>
PIONEER GROWTH SHARES
- -------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
TRUSTEES
John F. Cogan, Jr.
Mary K. Bush
Richard H. Egdahl, M.D.
Margaret B.W. Graham
John W. Kendrick
Marguerite A. Piret
David D. Tripple
Stephen K. West
John Winthrop
INVESTMENT ADVISER
Pioneer Investment Management, Inc.
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
OFFICERS
John F. Cogan, Jr., Chairman and
President
David D. Tripple, Executive Vice President
Jeffrey B. Poppenhagen, Vice President
Eric W. Reckard, Treasurer
Joseph P. Barri, Secretary
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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
UNITED STATES
Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer Micro-Cap Fund
Pioneer Mid-Cap Fund
Pioneer Small Company Fund
INTERNATIONAL / GLOBAL
Pioneer Emerging Markets Fund
Pioneer Europe Fund
Pioneer Indo-Asia Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
GROWTH AND INCOME FUNDS
Pioneer Fund
Pioneer II
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Real Estate Shares
INCOME FUNDS
TAXABLE
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer Short-Term Income Trust
Pioneer Strategic Income Fund
TAX-FREE
Pioneer Tax-Free Income Fund
MONEY MARKET FUND
Pioneer Cash Reserves Fund
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PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
Your investment professional can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-800-225-6292.
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.
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AUTOMATIC EXCHANGE PROGRAM
A simple way to move money from one Pioneer fund to another over a period of
time. Just invest a lump sum in one fund, and select the other Pioneer funds you
wish to invest in. You choose the amounts and dates for Pioneer to sell shares
of your original fund and use the proceeds to buy shares of the other funds you
have chosen. Over time, your investment will be shifted out of the original
fund. (Automatic Exchange is available for originating accounts with a balance
of $5,000 or more.)
DIRECTED DIVIDENDS
Lets you invest cash DIVIDENDS from one Pioneer fund to an account in another
Pioneer fund with no sales charge or fee. Simply fill out the applicable
information on a Pioneer Account Options Form. (This program is available for
dividend payments only; capital gains distributions are not eligible at this
time.)
DIRECT DEPOSIT
Lets you move money into your bank account using electronic funds transfer
(EFT). EFT moves your money faster than you would receive a check, eliminates
unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer
Direct Deposit Form, giving your instructions.
SYSTEMATIC WITHDRAWAL PLAN (SWP)
Lets you establish automatic withdrawals from your account at set intervals. You
decide the frequency and the day of the month 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 for accounts with a value of $10,000 or more.)
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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.
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PIONEER INVESTMENT MANAGEMENT, INC.
60 STATE STREET 0899-6909
BOSTON, MASSACHUSETTS 02109 -C- PIONEER FUNDS DISTRIBUTOR, INC.
[LOGO] WWW.PIONEERFUNDS.COM [LOGO] PRINTED ON RECYCLED PAPER
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