[PIONEER LOGO]
Pioneer
Growth Shares
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ANNUAL REPORT 12/31/98
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<PAGE>
Table of Contents
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<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 27
Programs and Services for Pioneer Shareowners 28
</TABLE>
<PAGE>
Pioneer Growth Shares
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LETTER FROM THE CHAIRMAN 12/31/98
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Dear Shareowner,
- --------------------------------------------------------------------------------
I am pleased to introduce this annual report for Pioneer Growth Shares,
covering the year ended December 31, 1998. On behalf of your investment team, I
thank you for your interest and this opportunity to comment on today's
investing environment.
The roller coaster ride that was 1998 ended with smiles on the faces of some
investors, while others climbed out of the year not feeling so well. The
precipitous ups and downs of most major market sectors across the year left
almost all of us in 1998 rubbing our necks. Volatility was back, and with it an
investor awareness of risk.
We are rightfully proud of Pioneer Growth Shares' investment team and the
Fund's outperformance of its peers and the Standard & Poor's 500 Index in 1998.
However, it would be imprudent for any of us to expect returns above 30% every
year. It is important for investors, especially those who left 1998 smiling, to
remember that risk walks hand in hand with reward. The 1990s have not redefined
investing, nor is any sector of the market ready for the moniker of "sure bet."
A healthy dose of diversification in your personal portfolio is still the best
way to balance risk and reward and move forward toward your investment goals.
This is the perfect time of year to reconnect with your investment goals,
understand your current portfolio and look forward - not just into 1999, but
further into the future. 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,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President
1
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Pioneer Growth Shares
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PORTFOLIO SUMMARY 12/31/98
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P o r t f o l i o D i v e r s i f i c a t i o n
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(As a percentage of total investment portfolio)
[BEGIN DESCRIPTION OF PIE CHART]
U.S. Common Stocks 93%
Short-Term Cash Equivalents 4%
Depositary Receipts for International Stocks 2%
International Preferred Stocks 1%
[END DESCRIPTION OF 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 DESCRIPTION OF PIE CHART]
Consumer Staples 32%
Financial 20%
Technology 13%
Healthcare 11%
Capital Goods 9%
Basic Materials 8%
Consumer Cyclicals 7%
[END DESCRIPTION OF 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. Berkshire Hathaway, Inc. 8.00% 6. McDonald's Corp. 4.58%
(Class A)
2. Monsanto Co. 6.76 7. Infinity Broadcasting Corp. 4.30
3. The Gillette Co. 5.58 8. American International 4.13
Group, Inc.
4. Progressive Corp. 5.30 9. Comcast Corp. (Non-voting) 4.09
5. Sealed Air Corp. 5.26 10. Pioneer Hi-Bred 3.85
International, Inc.
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Growth Shares
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PERFORMANCE UPDATE 12/31/98 CLASS A SHARES
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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
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<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 12/31/98 12/31/97
$ 20.34 $ 16.35
Distributions per Share Income Short-Term Long-Term
(12/31/97-12/31/98) Dividends Capital Gains Capital Gains
- - $1.376
</TABLE>
I n v e s t m e n t R e t u r n s
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The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Growth Shares at public offering price, compared to the growth of
the Standard & Poor's 500 Index.
- --------------------------------------------
Average Annual Total Returns
(As of December 31, 1998)
<TABLE>
<CAPTION>
Net Asset Public Offering
Period Value Price*
<S> <C> <C>
10 Years 21.01% 20.29%
5 Years 25.25 23.78
1 Year 33.54 25.85
</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 DESCRIPTION OF MOUNTAIN CHART]
Pioneer Growth Shares* Standard & Poor's 500 Index
12/88 9425 10000
12596 13163
12/90 11541 12755
18739 16632
12/92 18968 17899
20584 19701
12/94 20049 19958
26027 27447
12/96 33043 33738
47510 44987
12/98 63448 57911
[END DESCRIPTION OF MOUNTAIN CHART]
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
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PERFORMANCE UPDATE 12/31/98 CLASS B SHARES
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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 12/31/98 12/31/97
$ 19.70 $ 16.00
Distributions per Share Income Short-Term Long-Term
(12/31/97-12/31/98) Dividends Capital Gains Capital Gains
- - $1.376
</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.
- -----------------------------------------------------
Average Annual Total Returns
(As of December 31, 1998)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 32.50% 32.12%
(4/28/95)
1 Year 32.46 28.46
</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 DESCRIPTION OF MOUNTAIN CHART]
Pioneer Growth Shares* Standard & Poor's 500 Index
4/95 10000 10000
6/95 10537 10640
12335 11485
12/95 11825 12175
12131 12828
6/96 12604 13402
13330 13815
12/96 14897 14966
15155 15369
6/97 18766 18048
20959 19398
12/97 21265 19956
25434 22738
6/98 26222 23491
23046 21158
12/98 27868 25689
[END DESCRIPTION OF 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
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PERFORMANCE UPDATE 12/31/98 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>
<S> <C> <C> <C>
Net Asset Value
per Share 12/31/98 12/31/97
$ 19.82 $ 16.08
Distributions per Share Income Short-Term Long-Term
(12/31/97-12/31/98) Dividends Capital Gains Capital Gains
- - $1.376
</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.
- -----------------------------------------------------
Average Annual Total Returns
(As of December 31, 1998)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 34.73% 34.73%
(1/31/96)
1 Year 32.55 32.55
</TABLE>
- -----------------------------------------------------
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
[BEGIN DESCRIPTION OF MOUNTAIN CHART]
Pioneer Growth Shares* Standard & Poor's 500 Index
1/96 10000 10000
10228 10190
6/96 10627 10646
11239 10974
12/96 12561 11888
12833 12208
6/97 15889 14336
17748 15408
12/97 18017 15851
20784 18061
6/98 22219 18659
19541 15806
12/98 23881 20405
[END DESCRIPTION OF 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
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Pioneer Growth Shares
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PERFORMANCE UPDATE 12/31/98 CLASS Y SHARES
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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
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<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 12/31/98 4/30/98
$ 20.41 $ 19.73
Distributions per Share Income Short-Term Long-Term
(4/30/98-12/31/98) Dividends Capital Gains Capital Gains
- - $1.376
</TABLE>
I n v e s t m e n t R e t u r n s
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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.
- -----------------------------------------
Cumulative Total Returns
(As of December 31, 1998)
<TABLE>
<CAPTION>
Period If Held If Redeemed
<S> <C> <C>
Life-of-Fund 11.02% 11.02%
(4/30/98)
</TABLE>
- -----------------------------------------
* Assumes reinvestment of distributions.
[BEGIN DESCRIPTION OF MOUNTAIN CHART]
Pioneer Growth Shares* Standard & Poor's 500 Index
4/98 10000 10000
9869 9828
6/98 10269 10227
10106 10119
8/98 8713 8656
9052 9211
10/98 9833 9959
10319 10563
12/98 11102 11184
[END DESCRIPTION OF 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
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PORTFOLIO MANAGEMENT DISCUSSION 12/31/98
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Pioneer Growth Shares rode out 1998's tumultuous stock market to finish with a
flourish, outperforming the Standard & Poor's 500 Index by almost five
percentage points. Although late summer seemed to signal the end of the United
States' historic bull run, interest rate cuts in the United States and the
International Monetary Fund's attempts to stabilize emerging markets overseas
brought the bull roaring back in the last quarter of the year.
Following is an interview with your Fund's portfolio manager, Jeffrey B.
Poppenhagen, providing a detailed account of the factors and events that
influenced your Fund's performance over the past 12 months.
Q: How did the Fund perform over the last year?
A: It was a very successful year. The Fund's Class A Shares generated a total
return of 33.54% at net asset value for the year, outperforming the S&P
500's 28.73% return for the same period. The 978 growth funds tracked by
Lipper, Inc. had an average return of 22.97%. (Lipper is an independent
research firm that tracks mutual fund performance.)
Q: What do you attribute the Fund's outperformance to versus the S&P 500 and
the average of its peers?
A: Although most growth stocks did well this year, we believe our significant
outperformance of the S&P 500 and our Lipper category average was based on
our investment discipline.
We examine many facets of a business before committing shareowners' money to
a stock. To us the most important factors are a business's competitive
advantages, its growth prospects and the quality and honesty of its
management.
In assessing competitive advantage, we look for trademark attributes or
resources of a company that become a barrier to competition from other
companies within an industry. These advantages make potential competition
hesitate because they understand that their chance of success against the
entrenched player is low. Two of the Fund's holdings, Microsoft, with its
dominant Windows software and Coca-Cola, with a global bottling
infrastructure and brand identity, illustrate the type of competitive
advantage we look for.
7
<PAGE>
Pioneer Growth Shares
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PORTFOLIO MANAGEMENT DISCUSSION 12/31/98 (continued)
- -------------------------------------------------------------------------------
The length of time a company can sustain a high rate of return is also of
great importance to us. Compound growth has often been described as the
"eighth great wonder of the world" and for good reason. A company that can
grow its bottom line 15% per year winds up growing 300% over a 10-year
period. For a business to grow 15% per year over that many years, it needs
a large potential market. Before investing, we consider the market's size
and potential for many years to come.
Finally, management talent and integrity are as important as any other
criteria. Without these qualities, a company will not be able to maximize
its competitive advantage and growth potential for the benefit of its
stockholders.
Q: Do you invest exclusively in large companies?
A: While most of our investments are in larger companies, we don't go out of
our way to solely invest in them. What interests us are companies that have
a distinct competitive advantage in the marketplace. Large companies may
often have certain advantages that we like, including economies of scale
that allow them to price competitively and an established consumer base for
their products. However, many smaller companies in our portfolio possess
these characteristics as well. Minerals Technologies is a fine example.
Despite a market capitalization of just over $1 billion, it dominates the
market for precipitated calcium carbonate, a less expensive filler than
wood pulp for the paper industry. It also improves the quality of the paper
being manufactured. We respect its management and believe the industry
could grow to be five or six times its current size.
We select each stock individually, not because it belongs to a certain
industry group or market segment. However, a fair amount of the Fund's
portfolio is invested in consumer staples, financials and technology.
Q: Despite the Fund's overall success, its investments in many consumer stocks
such as Coca-Cola and Gillette had a difficult year in 1998. Do you expect
this to change in 1999?
A: Economic problems in emerging markets, combined with an incredibly strong
dollar throughout most of 1998, led to difficulties for some
8
<PAGE>
Pioneer Growth Shares
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- -------------------------------------------------------------------------------
multinational companies. We think the worst may be over in many foreign
economies, although some difficulties undoubtedly remain - especially in
Brazil. The dollar is starting to weaken against many other currencies,
which should improve earnings for many of the holdings with multinational
operations.
The high quality companies in the portfolio can benefit from periods of
economic difficulty. Dominant businesses use others' uncertainty to widen
their competitive lead and continue to invest and develop their business
when their smaller rivals cannot. This often leaves them stronger and more
prepared when these markets turn for the better.
Q: The Internet now plays a major role on Wall Street. What are the
implications for Pioneer Growth Shares?
A: Almost certainly, 1998 will be remembered as the year the Internet became a
major technology and media platform. It is another important example of
technology driving efficiency, and its impact will be widespread throughout
the economy. We're looking for Internet investments but only if they meet
our criteria. Currently, the Fund has a position in America Online.
We also believe, investors should place higher valuations on companies who
are relatively immune to the rapid changes the Internet can bring to
product lines or a competitive environment. For instance, people won't be
shaving differently because of the Internet nor will they chew gum
differently. Businesses like Fund holdings, Coca-Cola, Gillette and
Wrigley, may become increasingly valuable because their business models are
less likely to be affected by the Internet's transforming technology.
Q: What's in store for 1999?
A: We must remember that the returns we've seen over the past several years -
both for the Fund and large stocks - are unlikely to continue. Research and
common sense tell us that the economy is incapable of growing at a pace
that can sustain 30% returns forever.
In fact, conviction about near-term share price is not what Pioneer Growth
Shares is about. For this Fund, we are interested in high-quality growth
businesses that can remain in the portfolio for an extended period of time.
This is the strategy we believe can provide solid returns over the long
term.
9
<PAGE>
Pioneer Growth Shares
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SCHEDULE OF INVESTMENTS 12/31/98
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
INVESTMENT IN SECURITIES - 96.2%
PREFERRED STOCK - 1.3%
63,500 SAP AG $ 30,296,572
------------
Total Preferred Stock $ 30,296,572
(Cost $19,894,845) ------------
COMMON STOCKS - 94.9%
Basic Materials - 7.3%
Agricultural Products - 3.7%
3,088,000 Pioneer Hi-Bred International, Inc. $ 83,376,000
------------
Chemicals (Specialty) - 3.6%
1,976,000 Minerals Technologies, Inc.+ $ 80,892,500
------------
Total Basic Materials $164,268,500
------------
Capital Goods - 9.2%
Aerospace/Defense - 2.0%
850,000 Gulfstream Aerospace Corp.* $ 45,262,500
------------
Electrical Equipment - 2.1%
290,000 Molex Inc. $ 11,056,250
1,130,000 Molex Inc. (Non-voting) 36,018,750
------------
$ 47,075,000
------------
Manufacturing (Specialized) - 5.1%
2,231,100 Sealed Air Corp.* $113,925,544
------------
Total Capital Goods $206,263,044
------------
Consumer Cyclicals - 6.9%
Building Materials - 1.2%
619,000 Fastenal Co. $ 27,236,000
------------
Gaming, Lottery & Parimutuel Companies - 1.0%
1,560,000 Mirage Resorts, Inc.* $ 23,302,500
------------
Retail (General Merchandise) - 3.3%
1,223,340 Fred Meyer, Inc.* $ 73,706,235
------------
Services (Commercial & Consumer) - 1.4%
445,000 Cintas Corp. $ 31,344,688
------------
Total Consumer Cyclicals $155,589,423
------------
Consumer Staples - 30.3%
Beverages (Non-Alcoholic) - 3.6%
1,202,000 The Coca-Cola Co. $ 80,383,750
------------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Broadcasting (Television/Radio/Cable) - 8.1%
1,510,000 Comcast Corp. (Non-voting) $ 88,618,125
3,400,000 Infinity Broadcasting Corp.* 93,075,000
------------
$181,693,125
------------
Foods - 3.1%
789,000 Wrigley (Wm.) Jr. Co. $ 70,664,812
------------
Household Products (Non-Durables) - 3.0%
750,000 Procter & Gamble Co. $ 68,484,375
------------
Personal Care - 5.4%
2,500,000 The Gillette Co. $120,781,250
------------
Restaurants - 4.4%
1,295,000 McDonald's Corp. $ 99,229,375
------------
Retail (Drug Stores) - 2.7%
1,060,000 Walgreen Co. $ 62,076,250
------------
Total Consumer Staples $683,312,937
------------
Financial - 19.0%
Financial (Diversified) - 7.7%
2,474 Berkshire Hathaway, Inc. (Class A)* $173,180,000
15 Berkshire Hathaway, Inc. (Class B)* 35,250
------------
$173,215,250
------------
Insurance (Multi-Line) - 4.0%
926,500 American International Group, Inc. $ 89,523,062
------------
Insurance (Property/Casualty) - 5.1%
678,000 Progressive Corp. $114,836,250
------------
Investment Bank/Brokerage - 2.2%
880,000 Charles Schwab Corp. $ 49,445,000
------------
Total Financial $427,019,562
------------
Healthcare - 11.1%
Biotechnology - 6.5%
3,080,200 Monsanto Co. $146,309,500
------------
Healthcare (Drugs/Major Pharmaceuticals) - 4.6%
295,000 Merck & Co., Inc. $ 43,567,813
475,000 Pfizer, Inc. 59,582,812
------------
$103,150,625
------------
Total Healthcare $249,460,125
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 12/31/98 (continued)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Technology - 11.1%
Computers (Hardware) - 2.2%
670,000 Dell Computer Corp.* $ 49,035,625
--------------
Computers (Networking) - 2.3%
560,000 Cisco Systems, Inc.* $ 51,975,000
--------------
Computers (Software & Services) - 5.9%
200,000 America Online, Inc.* $ 32,000,000
465,000 Microsoft Corp.* 64,489,687
1,015,000 SAP AG (A.D.R.) 36,603,438
--------------
$ 133,093,125
--------------
Electronics (Semiconductors) - 0.7%
130,000 Intel Corp. $ 15,413,125
--------------
Total Technology $ 249,516,875
--------------
Total Common Stocks
(Cost $1,671,502,438) $2,135,430,466
--------------
TOTAL INVESTMENT IN SECURITIES
(Cost $1,691,397,283) $2,165,727,038
--------------
Principal
Amount
TEMPORARY CASH INVESTMENTS - 3.8%
Commercial Paper - 3.8%
$41,409,000 American Express Credit Corp., 5.85%, 1/4/99 $ 41,409,000
43,655,000 Chevron USA, Inc., 4.9%, 1/5/99 43,655,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $85,064,000) $ 85,064,000
--------------
TOTAL INVESTMENT IN SECURITIES AND
TEMPORARY CASH INVESTMENTS - 100%
(Cost $1,776,461,283) (a) $2,250,791,038
==============
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
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- -------------------------------------------------------------------------------
* Non-income producing security.
+ Investment held by the Fund representing 5% or more of the outstanding
voting stock of such company.
(a) At December 31, 1998, the net unrealized gain on investments, based on cost
for federal income tax purposes of $1,776,660,312, was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which there
is an excess of value over tax cost $500,083,371
Aggregate gross unrealized loss for all investments in which there
is an excess of tax cost over value (25,952,645)
------------
Net unrealized gain $474,130,726
============
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for
the year ended December 31, 1998 aggregated $1,418,999,418 and $396,051,303,
respectively.
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
BALANCE SHEET 12/31/98
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value (including temporary cash
investments of $85,064,000) (cost $1,776,461,283) $2,250,791,038
Receivables -
Investment securities sold 1,778,116
Fund shares sold 36,718,334
Dividends and interest 804,516
Other 2,202
--------------
Total assets $2,290,094,206
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 11,984,905
Fund shares repurchased 5,706,716
Due to bank 2,356,618
Due to affiliates 1,976,153
Accrued expenses 124,859
--------------
Total liabilities $ 22,149,251
--------------
NET ASSETS:
Paid-in capital $1,798,917,995
Accumulated net realized loss on investments (5,302,795)
Net unrealized gain on investments 474,329,755
--------------
Total net assets $2,267,944,955
==============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,408,252,191/69,228,180 shares) $ 20.34
==============
Class B (based on $669,496,227/33,980,469 shares) $ 19.70
==============
Class C (based on $184,909,362/9,327,714 shares) $ 19.82
==============
Class Y (based on $5,287,175/259,083 shares) $ 20.41
==============
MAXIMUM OFFERING PRICE:
Class A $ 21.58
==============
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------
For the Year Ended 12/31/98
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends (net of foreign taxes withheld of $9,334) $6,851,562
Interest 4,201,060
----------
Total investment income $ 11,052,622
------------
EXPENSES:
Management fees $6,484,820
Transfer agent fees
Class A 1,766,082
Class B 895,323
Class C 201,424
Class Y 324
Distribution fees
Class A 2,296,119
Class B 3,908,589
Class C 978,984
Accounting 248,265
Custodian fees 122,192
Registration fees 238,569
Professional fees 57,230
Printing 54,771
Fees and expenses of nonaffiliated trustees 30,032
Miscellaneous 11,059
----------
Total expenses $ 17,293,783
Less fees paid indirectly (408,405)
------------
Net expenses $ 16,885,378
------------
Net investment loss $ (5,832,756)
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $127,826,484
Change in net unrealized gain on investments 283,362,478
------------
Net gain on investments $411,188,962
------------
Net increase in net assets resulting from operations $405,356,206
------------
</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 Years Ended 12/31/98 and 12/31/97
<TABLE>
<CAPTION>
Year Ended Year Ended
FROM OPERATIONS: 12/31/98 12/31/97
<S> <C> <C>
Net investment loss $ (5,832,756) $ (1,878,986)
Net realized gain on investments 127,826,484 24,440,249
Change in net unrealized gain on investments 283,362,478 136,683,350
--------------- ------------
Net increase in net assets resulting from operations $ 405,356,206 $159,244,613
--------------- ------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($1.38 and $0.49 per share, respectively) $ (85,405,831) $(16,028,550)
Class B ($1.38 and $0.49 per share, respectively) (41,966,929) (4,596,476)
Class C ($1.38 and $0.49 per share, respectively) (11,536,214) (980,576)
Class Y ($1.38 and $0.00 per share, respectively) (326,738) -
--------------- ------------
Total distributions to shareholders $ (139,235,712) $(21,605,602)
--------------- ------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $1,709,346,324 $439,838,081
Reinvestment of distributions 118,722,177 19,890,442
Cost of shares repurchased (591,625,079) (142,224,466)
--------------- ------------
Net increase in net assets resulting from fund
share transactions $1,236,443,422 $317,504,057
--------------- ------------
Net increase in net assets $1,502,563,916 $455,143,068
NET ASSETS:
Beginning of year 765,381,039 310,237,971
--------------- ------------
End of year (including accumulated undistributed net
investment income of $0 and $0, respectively) $2,267,944,955 $765,381,039
=============== ============
</TABLE>
<TABLE>
<CAPTION>
CLASS A '98 Shares '98 Amount '97 Shares '97 Amount
<S> <C> <C> <C> <C>
Shares sold 50,599,844 $ 960,396,288 16,994,243 $259,260,803
Reinvestment of distributions 4,031,378 75,507,150 947,412 15,461,488
Less shares repurchased (20,085,860) (384,992,157) (6,967,488) (104,255,907)
----------- -------------- ---------- -------------
Net increase 34,545,362 $ 650,911,281 10,974,167 $170,466,384
=========== ============== ========== =============
CLASS B
Shares sold 27,401,351 $ 510,023,299 9,251,604 $140,282,436
Reinvestment of distributions 1,908,567 34,640,005 235,329 3,757,908
Less shares repurchased (5,575,738) (102,526,187) (1,948,758) (28,743,764)
----------- -------------- ---------- -------------
Net increase 23,734,180 $ 442,137,117 7,538,175 $115,296,580
=========== ============== ========== =============
CLASS C
Shares sold 12,383,572 $ 233,807,982 2,580,171 $ 40,294,842
Reinvestment of distributions 451,825 8,250,190 41,778 671,046
Less shares repurchased (5,640,282) (103,770,282) (606,628) (9,224,795)
----------- -------------- ---------- -------------
Net increase 7,195,115 $ 138,287,890 2,015,321 $ 31,741,093
=========== ============== ========== =============
CLASS Y*
Shares sold 259,760 $ 5,118,755
Reinvestment of distributions 17,287 324,832
Less shares repurchased (17,964) (336,453)
----------- --------------
Net increase 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>
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 12/31/98
- -------------------------------------------------------------------------------
Pioneer Growth Shares
<TABLE>
<CAPTION>
Year Ended Year Ended
12/31/98 12/31/97
<S> <C> <C>
CLASS A
Net asset value, beginning of year $ 16.35 $ 11.71
---------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.03) $ (0.03)
Net realized and unrealized gain (loss) on investments 5.40 5.16
---------- --------
Net increase (decrease) from investment operations $ 5.37 $ 5.13
Distributions to shareholders:
Net investment income - -
Net realized gain (1.38) (0.49)
Paid-in capital - -
---------- --------
Net increase (decrease) in net asset value $ 3.99 $ 4.64
---------- --------
Net asset value, end of year $ 20.34 $ 16.35
========== ========
Total return* 33.54% 43.78%
Ratio of net expenses to average net assets 0.95%+ 0.99%+
Ratio of net investment income (loss) to average net assets (0.18)%+ (0.25)%+
Portfolio turnover rate 30% 28%
Net assets, end of year (in thousands) $1,408,252 $567,126
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.93% 0.97%
Net investment income (loss) (0.16)% (0.23)%
<CAPTION>
Year Ended Year Ended Year Ended
12/31/96 12/31/95 12/31/94
<S> <C> <C> <C>
CLASS A
Net asset value, beginning of year $ 10.12 $ 8.85 $ 12.62
-------- ------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.01) $ 0.03 $ (0.06)
Net realized and unrealized gain (loss) on investments 2.67 2.58 (0.38)
-------- ------- --------
Net increase (decrease) from investment operations $ 2.66 $ 2.61 $ (0.44)
Distributions to shareholders:
Net investment income - (0.03) -
Net realized gain (1.07) (1.31) (3.32)
Paid-in capital - - (0.01)
-------- ------- --------
Net increase (decrease) in net asset value $ 1.59 $ 1.27 $ (3.77)
-------- ------- --------
Net asset value, end of year $ 11.71 $ 10.12 $ 8.85
======== ======= ========
Total return* 26.95% 29.82% (2.60)%
Ratio of net expenses to average net assets 1.15%+ 1.23%+ 1.46%
Ratio of net investment income (loss) to average net assets (0.08)%+ 0.28%+ (0.53)%
Portfolio turnover rate 96% 158% 161%
Net assets, end of year (in thousands) $277,598 $215,564 $132,476
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.13% 1.21% -
Net investment income (loss) (0.60)% 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.
+Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 12/31/98
- -------------------------------------------------------------------------------
Pioneer Growth Shares
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended 4/28/95 to
12/31/98 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 $ (0.07) $ (0.15) $ (0.05) $ -
Net realized and unrealized gain on investments 5.15 5.09 2.60 1.73
-------- -------- -------- -------
Net increase from investment operations $ 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 $ 3.70 $ 4.45 $ 1.48 $ 0.39
-------- -------- -------- -------
Net asset value, end of period $ 19.70 $ 16.00 $ 11.55 $ 10.07
======== ======== ======== =======
Total return* 32.46% 42.75% 25.97% 18.26%
Ratio of net expenses to average net assets 1.74%+ 1.76%+ 1.86%+ 1.90%**+
Ratio of net investment loss to average net assets (0.95)%+ (1.01)%+ (0.83)%+ (0.25)%**+
Portfolio turnover rate 30% 28% 96% 158%
Net assets, end of period (in thousands) $669,496 $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 (0.92)% (0.97)% (0.81)% (0.19)%**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each period,
reinvestment of distributions, the complete redemption of the investment at
net asset value at the end of each period, and no sales charges. Total return
would be reduced if sales charges were taken into account.
**Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 18
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 12/31/98
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended Year Ended 1/31/96 to
CLASS C 12/31/98 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 $ (0.08) $ (0.14) $ (0.05)
Net realized and unrealized gain on investments 5.20 5.16 2.57
-------- -------- -------
Net increase from investment operations $ 5.12 $ 5.02 $ 2.52
Distributions to shareholders:
Net realized gain (1.38) (0.49) (1.07)
-------- -------- -------
Net increase in net asset value $ 3.74 $ 4.53 $ 1.45
-------- -------- -------
Net asset value, end of period $ 19.82 $ 16.08 $ 11.55
======== ======== =======
Total return* 32.55% 43.44% 25.61%
Ratio of net expenses to average net assets 1.71%+ 1.69%+ 1.89%**+
Ratio of net investment loss to average net assets (0.92)%+ (0.93)%+ (1.01)%**+
Portfolio turnover rate 30% 28% 96%
Net assets, end of period (in thousands) $184,909 $ 34,300 $ 1,354
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.67% 1.63% 1.87%**
Net investment loss (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 12/31/98
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
4/30/98 to
CLASS Y(a) 12/31/98
<S> <C>
Net asset value, beginning of period $ 19.73
--------
Increase from investment operations:
Net investment income $ 0.03
Net realized and unrealized gain on investments 2.03
--------
Net increase from investment operations $ 2.06
Distributions to shareholders:
Net realized gain (1.38)
--------
Net increase in net asset value $ 0.68
--------
Net asset value, end of period $ 20.41
=======
Total return* 11.02%
Ratio of net expenses to average net assets 0.51%**+
Ratio of net investment income to average net assets 0.29%**+
Portfolio turnover rate 30%
Net assets, end of period (in thousands) $ 5,287
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.51%**
Net investment income 0.29%**
</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.
+ Ratio assuming no reduction for fees paid indirectly.
20 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 12/31/98
- -------------------------------------------------------------------------------
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 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 12/31/98 (continued)
- -------------------------------------------------------------------------------
Settlements from litigation and class action suits are recognized when the
Fund acquires an enforceable right to such awards. Included in net realized
gain on investments is $15,818 of class action settlements received by the
Fund during the year ended December 31, 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.
At December 31, 1998, the Fund reclassified $5,832,756 and $655 from paid-in
capital to accumulated net investment loss and accumulated net realized loss
on investments, respectively. The reclassification has no impact on the net
asset value of the Fund and is designed to present the Fund's capital
accounts on a tax basis.
In order to comply with federal income tax regulations, the Fund has
designated $133,947,407 as a capital gain dividend for purposes of the
dividend paid deduction.
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 $1,622,650
in underwriting commissions on the sale of fund shares during the year ended
December 31, 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
22
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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.
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) (formerly Pioneering Management
Corp.), 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 administration agreements, certain other
services and costs, including accounting, regulatory reporting, and insurance
premiums, are paid by the Fund. At December 31, 1998, $816,273 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 $229,571 in transfer agent fees payable to PSC at December 31,
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
23
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 12/31/98 (continued)
- -------------------------------------------------------------------------------
maintenance services or distribution services with regard to Class B and Class
C shares. Included in due to affiliates is $930,309 in distribution fees
payable to PFD at December 31, 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 purchases of Class A shares
within one year of purchase. Class B shares that are redeemed within six years
of purchase are subject to a CDSC at declining rates beginning at 4.0%, based
on the lower of cost or market value of shares being redeemed. Redemptions of
Class C shares within one year of purchase are subject to a CDSC of 1.00%.
Proceeds from the CDSCs are paid to PFD. For the year ended December 31, 1998,
CDSCs in the amount of $921,262 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
year ended December 31, 1998, the Fund's expenses were reduced by $408,405
under such arrangements.
6. Line Of Credit Facility
Effective April 14, 1998, 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 period
ended December 31, 1998, 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 December 31, 1998:
<TABLE>
<CAPTION>
Dividend
Purchases Sales Income Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Minerals Technologies, Inc. $86,638,780 $ - $150,550 $80,892,500
</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 December 31, 1998, 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
December 31, 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 December 31, 1998, 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
February 12, 1999
25
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETINGS
- -------------------------------------------------------------------------------
On April 21, 1998, Pioneer Growth Shares held a special meeting of shareowners.
Proposals 2, 3 and 4 were passed by shareowner vote.
The remaining proposal, Proposal 1, was adjourned to subsequent shareowner
meetings on June 18, 1998 and July 21, 1998, and did not receive shareowner
approval. These are the detailed results of the votes.
Proposal 1 -- To approve a new Management Contract with Pioneering Management
Corporation, including a performance-based management fee.
June 18, 1998
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
22,135,163.299 9,851,789.285 1,865,790.768
</TABLE>
July 21, 1998
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
22,192,870.485 9,868,957.028 1,842,360.222
</TABLE>
26
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- -------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Mary K. Bush President
Richard H. Egdahl, M.D. David D. Tripple, Executive Vice
Margaret B.W. Graham President
John W. Kendrick Jeffrey B. Poppenhagen, Vice President
Marguerite A. Piret John A. Boynton, Treasurer
David D. Tripple Joseph P. Barri, Secretary
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
27
<PAGE>
- --------------------------------------------------------------------------------
PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
- --------------------------------------------------------------------------------
Your investment representative can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-800-225-6292.
FactFone(SM)
Our automated account information service, available to you 24 hours a day,
seven days a week. FactFone gives you a quick and easy way to check fund share
prices, yields, dividends and distributions, as well as information about your
own account. Simply call 1-800-225-4321. For specific account information, have
your 13-digit account number and four-digit personal identification number at
hand.
90-Day Reinstatement Privilege (for Class A Shares)
Enables you to reinvest all or a portion of the money you redeem from your
Pioneer account - without paying a sales charge - within 90 days of your
redemption. You have the choice of investing in any Pioneer fund, as long as
you meet its minimum investment requirement.
Investomatic Plan
An easy and convenient way for you to invest on a regular basis. All you need
to do is authorize a set amount of money to be moved out of your bank account
into the Pioneer fund of your choice. Investomatic also allows you to change
the dollar amount, frequency and investment date right over the phone. By
putting aside affordable amounts of money regularly, you can build a long-term
investment - without sacrificing your current standard of living.
Payroll Investment Program (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All that's
involved is for your employer to fill out an authorization form allowing
Pioneer to deduct from participating employees' paychecks. You specify the
dollar amount you want to invest into the Pioneer fund(s) of your choice.
28
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.)
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 Investment Management, Inc.
60 State Street 0299-6101
Boston, Massachusetts 02109 (C) Pioneer Funds Distributor, Inc.
www.pioneerfunds.com [Recycle logo] Printed on
Recycled Paper
