<PAGE>
[PIONEER LOGO]
Pioneer
Growth Shares
- ----------------------
ANNUAL REPORT 12/31/99
- ----------------------
<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 13
Notes to Financial Statements 20
Report of Independent Public Accountants 25
Results of Shareowner Meeting 26
Trustees, Officers and Service Providers 27
Programs and Services for Pioneer Shareowners 28
</TABLE>
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
LETTER FROM THE CHAIRMAN 12/31/99
- --------------------------------------------------------------------------------
Dear Shareowner,
- --------------------------------------------------------------------------------
In an ever-changing investment environment, it can sometimes be difficult to be
disciplined enough to adhere to your investment goals. We are bombarded every
day with information and advice from a variety of sources. Magazine and
newspaper headlines create a frenzy by shouting - "Top 10 stocks for the year
2000" - sending many investors scrambling to adjust their holdings. But as
history often shows us, yesterday's winners are in no way tomorrow's sure
thing.
We know it's challenging to digest all of this information. But no one can know
with absolute certainty which stocks or bonds will have good performance. It is
important to keep sight of your own investment goals and to stick to them.
Jumping from one investment to another based upon the latest hot trend is
unlikely to help you reach your financial goals. We believe a well reasoned
investment plan will.
The first few months of the year are a practical time to take a step back to
revisit your investment goals and make appropriate adjustments in your personal
portfolio. Scheduling a review session with your financial professional is a
good starting point. A professional acquainted with your individual
circumstances can help you to distill information, examine your current
strategy and make informed decisions that can satisfy your long-term investment
needs.
Among the key topics to cover with your advisor is your retirement - including
the IRA options available to you. Now is the time to think about making a 1999
contribution to an IRA, if you haven't already. This year, you'll have until
April 17 to make your prior-year IRA contribution. And, to begin taking
advantage of tax-deferred growth, you might want to get a head start on your
year 2000 contribution.
I encourage you to read on to learn more about Pioneer Growth Shares. If you
have questions, please contact your investment professional. Visit our web site
at www.pioneerfunds.com for more information about your fund or Pioneer.
Respectfully,
/s/ John F. Cogan, Jr.
- ----------------------
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY 12/31/99
- --------------------------------------------------------------------------------
P o r t f o l i o D i v e r s i f i c a t i o n
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[PIE CHART PLOT POINTS]
U.S. Common
Stocks 95%
Short-Term Cash
Equivalents 5%
[END PLOT POINTS]
S e c t o r D i s t r i b u t i o n
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[PIE CHART PLOT POINTS]
<TABLE>
<S> <C>
Consumer Staples 52%
Communication Services 1%
Healthcare 3%
Basic Materials 5%
Consumer Cyclicals 6%
Technology 6%
Capital Goods 10%
Financial 17%
</TABLE>
[END PLOT POINTS]
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. Infinity Broadcasting Corp. 7.14% 6. Berkshire Hathaway, Inc. 5.40%
(Class A)
2. Comcast Corp. (Non-voting) 6.96 7. McDonald's Corp. 5.17
3. Walgreen Co. 5.86 8. The Gillette Co. 5.07
4. Sealed Air Corp. 5.70 9. MediaOne Group, Inc. 5.04
5. The Coca-Cola Co. 5.64 10. Wrigley (Wm.) Jr. Co. 4.78
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 12/31/99 CLASS A SHARES
- --------------------------------------------------------------------------------
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 12/31/99 12/31/98
$ 20.16 $ 20.34
Distributions per Share Income Short-Term Long-Term
(12/31/98-12/31/99) Dividends Capital Gains Capital Gains
- - $ 1.677
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Growth Shares at public offering price, compared to the growth of
the Standard & Poor's 500 Index.
- ------------------------------------------
Average Annual Total Returns
(as of December 31, 1999)
<TABLE>
<CAPTION>
Net Asset Public Offering
Period Value Price*
<S> <C> <C>
10 Years 18.39% 17.69%
5 Years 27.72 26.22
1 Year 7.40 1.23
</TABLE>
- ------------------------------------------
*Reflects deduction of the maximum
5.75% sales charge at the beginning
of the period and assumes reinvest-
ment of distributions at net asset
value.
[PLOT POINTS FOR MOUNTAIN CHART]
<TABLE>
<S> <C> <C>
Pioneer Standard
Growth & Poors
Shares* 500 Index
12/89 9425 10000
8632 9688
12/91 14016 12628
14188 13588
12/93 15396 14951
14996 15156
12/95 19467 20832
24715 25602
12/97 35536 34134
47457 43869
12/99 50968 53079
</TABLE>
[END PLOT POINTS]
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
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 12/31/99 CLASS B SHARES
- --------------------------------------------------------------------------------
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 12/31/99 12/31/98
$ 19.31 $ 19.70
Distributions per Share Income Short-Term Long-Term
(12/31/98-12/31/99) Dividends Capital Gains Capital Gains
- - $ 1.677
</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, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 26.47% 26.29%
(4/28/95)
1 Year 6.57 2.65
</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.
[PLOT POINTS FOR MOUNTAIN CHART]
<TABLE>
<S> <C> <C>
Pioneer Standard
Growth & Poors
Shares* 500 Index
4/95 10000 10000
6/95 10537 10653
12335 11497
12/95 11825 12186
12131 12839
6/96 12604 13414
13330 13826
12/96 14897 14977
15155 15381
6/97 18766 18060
20959 19412
12/97 21265 19968
24534 22747
6/98 26222 23497
23046 21164
12/98 28168 25663
30613 26938
6/99 30999 28830
27481 27033
12/99 29817 31050
</TABLE>
[END PLOT POINTS]
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 12/31/99 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 12/31/99 12/31/98
$ 19.45 $ 19.82
Distributions per Share Income Short-Term Long-Term
(12/31/98-12/31/99) Dividends Capital Gains Capital Gains
- - $ 1.677
</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, 1999)
<TABLE>
<S> <C> <C>
If If
Period Held Redeemed*
Life-of-Fund 26.93% 26.93%
(1/31/96)
1 Year 6.63 6.63
</TABLE>
- ----------------------------------------
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
[PLOT POINTS FOR MOUNTAIN CHART]
<TABLE>
<S> <C> <C>
Pioneer Standard
Growth & Poors
Shares* 500 Index
1/96 10000 10000
10228 10203
6/96 10627 10660
11239 10987
12/96 12561 11902
12833 12223
6/97 15889 14352
17748 15426
12/97 18017 15868
20784 18076
6/98 22219 18673
19541 16818
12/98 23881 20393
25954 21407
6/99 26303 22910
23315 21482
12/99 25464 24675
</TABLE>
[END PLOT POINTS]
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 12/31/99 CLASS Y SHARES
- --------------------------------------------------------------------------------
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 12/31/99 12/31/98
$ 20.37 $ 20.41
Distributions per Share Income Short-Term Long-Term
(12/31/98-12/31/99) Dividends Capital Gains Capital Gains
- - $ 1.677
</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, 1999)
<TABLE>
<S> <C> <C>
If If
Period Held Redeemed
Life-of-Fund 11.54% 11.54%
(4/30/98)
1 Year 8.08 8.08
- ------------------------------------------
</TABLE>
* Assumes reinvestment of distributions.
[PLOT POINTS FOR MOUNTAIN CHART]
<TABLE>
<S> <C> <C>
Pioneer Standard
Growth & Poors
Shares* 500 Index
4/98 10000 10000
9868 9812
6/98 10269 10237
10106 10118
8/98 8713 8643
9052 9220
10/98 9833 9961
10319 10549
12/98 11102 11180
11434 11639
11244 11263
3/99 12092 11736
12223 12180
11913 11876
6/99 12288 12560
11848 12158
11271 12081
9/99 10934 11777
11554 12513
11917 12752
12/99 12000 13527
</TABLE>
[END PLOT POINTS]
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 12/31/99
- --------------------------------------------------------------------------------
Stock market performance was increasingly limited to a narrow group of
technology and telecommunications companies as 1999 progressed. Investors
confined their enthusiasm almost entirely to growth prospects created by the
Internet and wireless communications. The following is an interview with
Jeffrey B. Poppenhagen, the portfolio manager for Pioneer Growth Shares. Mr.
Poppenhagen discusses the events and factors that influenced your Fund's
performance over the recent 12-month period.
Q: Why did the Fund's performance in 1999 fall short of the major market
indices?
A: The Fund avoided the extraordinary high valuations of most technology
company stocks because of concerns about the ability of these companies to
earn favorable rates of return on invested capital over the long term. As a
result, Fund performance fell behind the market indices, which were driven
by the upward momentum of technology stock prices. Class A shares returned
7.40% at net asset value, while Class B returned 6.57% and Class C 6.63%.
The average return of the 387 multi-cap core growth funds tracked by
Lipper, Inc. was 22.49%, while the Standard & Poor's 500 Index returned
20.99%. (Lipper is an independent firm that tracks mutual fund
performance.)
Q: Why did you maintain an underweighting in technology and telecommunications
stocks through most of the year, despite the unusually strong rally in
these industries?
A: We began selling most of our technology holdings, beginning in May. We
became concerned about the extremely high stock valuations of many
technology companies and the poor returns these companies were earning on
invested capital. The market has become very momentum oriented. Investors
have been buying technology stocks based upon expectations that the stock
prices inevitably would continue to rise. But that's not the way we invest.
We invest in stocks based upon our calculations of what a business is
worth. The problem with momentum investing is that it tends to miss the
inflection points - the points at which the trends change. In today's
market, missing the inflection point in technology stock momentum could be
very dangerous. No one is very good at timing changes in market trends and
we believe we are better off selling early than one day too late.
7
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 12/31/99 (continued)
- --------------------------------------------------------------------------------
Q: What are your specific objections to the current stock prices of technology
companies?
A: We see many companies that have very poor chances of earning rates of return
on invested capital that will exceed the cost of capital. One reason is
that many have issued very large amounts of stock options to employees -
worth anywhere from 50% to more than 400% of reported annual earnings at
many companies. Secondly, many technology companies have been addressing
their research and development needs by buying start-up companies. This has
meant that their research and development expenses tend not to be recorded
as they are incurred.
For example, we estimate that Cisco Systems has issued more than $20 billion
in new stock over the past six years to acquire more than 40 companies.
Cisco is also expected to issue between $3 billion and $3.5 billion worth
of stock options to employees during the next year. If you added the true
costs of the acquisitions together with the costs of stock options, the
combination would wipe out Cisco's expected earnings of $4.5 billion next
year. Other technology companies offer similar stories.
We are not against owning technology shares. The Fund was significantly
overweighted in technology, and Cisco Systems had been one of our major
holdings. But we reduced our holdings in this sector after becoming
concerned about the long-term opportunity for outside investors in these
companies. The employees are likely to get most of the benefits of the
growth of these companies. We expect that when investors finally realize
the risk in these stock prices, the prices may fall very fast.
Q: Where have you invested?
A: We maintained our discipline by investing in companies that are well
positioned to take advantage of market trends, have defensible competitive
advantages, and have demonstrated the ability to generate superior returns
on invested capital. We concentrated our investments in the companies in
which we have the greatest confidence. We have invested in a number of
leading consumer products companies that should prosper in the global
economic expansion, companies such as
8
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Coca-Cola, Gillette, McDonald's and Wrigley. The Fund's 17 largest
holdings, for example, account for more than 80% of assets. You should be
aware that a fund with a smaller number of stocks may experience greater
volatility than a fund with fewer holdings.
Q: Do you invest in companies that might not be household names?
A. We like to invest in companies that have sustainable competitive advantages.
A relatively recent investment is Dollar General, an operator of modestly
sized discount stores that has been very profitable. Another major holding
that may not be a household name is American Tower, the industry leader in
operating towers for wireless telephone service and satellite TV service.
We like Sealed Air, a highly profitable packaging company that is a leader
in designing new packaging systems and has an excellent record for
rewarding investors. We also have invested in Molex, a leading component
maker supplying the electronics industry.
Q: What do you see happening in 2000?
A: We have invested in good businesses that, we believe, should be able to pay
investors more in the future than what they are paying now. We keep a
long-term perspective and tend to hold stocks for three or four years. We
feel enthusiastic about companies like Coca-Cola and Sealed Air because
they are solid-growth companies with defensible and growing franchises.
They care about their shareholders and offer investors the best
opportunities to earn superior rates of return on invested capital. We
believe in these companies and in their long-term growth potential.
9
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 12/31/99
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS - 95.4%
Basic Materials - 4.7%
Chemicals (Diversified) - 2.2%
1,983,200 Monsanto Co. $ 70,651,500
------------
Chemicals (Specialty) - 2.5%
2,044,000 Minerals Technologies, Inc.+ $ 81,887,750
------------
Total Basic Materials $152,539,250
------------
Capital Goods - 9.3%
Aerospace/Defense - 0.7%
426,000 General Dynamics Corp. $ 22,471,500
------------
Electrical Equipment - 3.2%
2,258,000 Molex Inc. (Non-voting) $102,174,500
------------
Manufacturing (Specialized) - 5.4%
3,385,100 Sealed Air Corp.* $175,390,494
------------
Total Capital Goods $300,036,494
------------
Communication Services - 1.4%
Telecommunications (Long Distance) - 1.4%
900,000 AT&T Corp. $ 45,675,000
------------
Total Communication Services $ 45,675,000
------------
Consumer Cyclicals - 5.6%
Retail (Discounters) - 4.5%
6,447,000 Dollar General Corp. $146,669,250
------------
Services (Commercial & Consumer) - 1.1%
669,800 Cintas Corp. $ 35,583,125
------------
Total Consumer Cyclicals $182,252,375
------------
Consumer Staples - 49.7%
Beverages (Non-Alcoholic) - 5.4%
2,979,000 The Coca-Cola Co. $173,526,750
------------
Broadcasting (Television/Radio/Cable) - 21.8%
2,000,000 AT&T - Liberty Media Group* $113,500,000
4,240,000 Comcast Corp. (Non-voting) 214,385,000
6,075,000 Infinity Broadcasting Corp.* 219,839,063
2,020,000 MediaOne Group, Inc.* 155,161,250
------------
$702,885,313
------------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Foods - 4.6%
1,773,500 Wrigley (Wm.) Jr. Co. $ 147,089,656
--------------
Personal Care - 4.8%
3,787,000 The Gillette Co. $ 155,977,062
--------------
Restaurants - 4.9%
3,946,000 McDonald's Corp. $ 159,073,125
--------------
Retail (Drug Stores) - 5.6%
6,171,000 Walgreen Co. $ 180,501,750
--------------
Retail Stores (Food Chains) - 2.6%
4,414,680 Kroger Co.* $ 83,327,085
--------------
Total Consumer Staples $1,602,380,741
--------------
Financial - 15.8%
Banks (Major Regional) - 1.5%
650,000 Fifth Third Bancorp $ 47,693,750
--------------
Insurance (Multi-Line) - 3.9%
1,153,125 American International Group, Inc. $ 124,681,641
--------------
Insurance (Property/Casualty) - 10.2%
2,962 Berkshire Hathaway, Inc. (Class A)* $ 166,168,200
12,001 Berkshire Hathaway, Inc. (Class B)* 21,961,830
1,943,200 Progressive Corp. 142,096,500
--------------
$ 330,226,530
--------------
Investment Banking/Brokerage - 0.2%
160,000 Charles Schwab Corp. $ 6,140,000
--------------
Total Financial $ 508,741,921
--------------
Healthcare - 2.9%
Healthcare (Drugs/Major Pharmaceuticals) - 2.9%
679,000 Merck & Co., Inc. $ 45,535,438
1,516,000 Pfizer, Inc. 49,175,250
--------------
Total Healthcare $ 94,710,688
--------------
Technology - 6.0%
Communications Equipment - 4.4%
4,669,000 American Tower Corp.* $ 142,696,312
--------------
Computers (Peripherals) - 0.2%
41,000 EMC Corp.* $ 4,479,250
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 12/31/99 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Computers (Software & Services) - 1.4%
390,000 Microsoft Corp.* $ 45,532,500
--------------
Total Technology $ 192,708,062
--------------
TOTAL COMMON STOCKS
(Cost $2,812,758,681) $3,079,044,531
--------------
Principal
Amount
TEMPORARY CASH INVESTMENTS - 4.6%
Commercial Paper - 4.6%
$18,074,000 American Express Credit Corp., 6.5%, 1/4/00 $ 18,074,000
21,697,000 America General Finance Corp., 6.5%, 1/6/00 21,697,000
32,839,000 Ford Motor Credit Corp., 6.6%, 1/7/00 32,839,000
47,995,000 Household Finance Corp., 4.0%, 1/3/00 47,995,000
27,832,000 Prudential Funding Corp., 4.3%, 1/10/00 27,832,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $148,437,000) $ 148,437,000
--------------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,961,195,681) (a) $3,227,481,531
--------------
</TABLE>
<TABLE>
<S> <C>
* 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, 1999, the net unrealized gain on investments, based on cost for federal income tax
purposes of $2,963,900,611, was as follows:
Aggregate gross unrealized gain for all investments in which there
is an excess of value over tax cost $457,468,475
Aggregate gross unrealized loss for all investments in which there
is an excess of tax cost over value (193,887,555)
------------
Net unrealized gain $263,580,920
------------
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for the
year ended December 31, 1999 aggregated $2,112,544,041 and $1,388,311,703,
respectively.
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
BALANCE SHEET 12/31/99
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value (including temporary cash
investments of $148,437,000) (cost $2,961,195,681) $3,227,481,531
Cash 852
Receivables -
Investment securities sold 7,208,159
Fund shares sold 6,394,478
Dividends and interest 718,231
Other 33,187
--------------
Total assets $3,241,836,438
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 3,154,152
Fund shares repurchased 11,943,147
Due to affiliates 3,545,011
Accrued expenses 598,444
--------------
Total liabilities $ 19,240,754
--------------
NET ASSETS:
Paid-in capital $2,844,106,464
Accumulated undistributed net realized gain on investments 112,203,370
Net unrealized gain on investments 266,285,850
--------------
Total net assets $3,222,595,684
--------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,935,072,482/95,975,820 shares) $ 20.16
--------------
Class B (based on $991,817,944/51,364,091 shares) $ 19.31
--------------
Class C (based on $289,274,699/14,870,975 shares) $ 19.45
--------------
Class Y (based on $6,430,559/315,657 shares) $ 20.37
--------------
MAXIMUM OFFERING PRICE:
Class A $ 21.39
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended 12/31/99
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends (net of foreign taxes withheld of $57,258) $11,712,501
Interest 6,727,231
-----------
Total investment income $ 18,439,732
------------
EXPENSES:
Management fees $15,327,628
Transfer agent fees
Class A 3,617,047
Class B 2,325,527
Class C 507,171
Class Y 2,606
Distribution fees
Class A 4,591,493
Class B 9,352,392
Class C 2,607,476
Administrative fees 522,070
Custodian fees 182,788
Registration fees 1,008,140
Professional fees 97,190
Printing 170,707
Fees and expenses of nonaffiliated trustees 54,734
Miscellaneous 37,075
-----------
Total expenses $ 40,404,044
Less fees paid indirectly (603,324)
------------
Net expenses $ 39,800,720
------------
Net investment loss $(21,360,988)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments $397,120,031
Change in net unrealized gain on investments (208,043,905)
------------
Net gain on investments $189,076,126
------------
Net increase in net assets resulting from operations $167,715,138
------------
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Years Ended 12/31/99 and 12/31/98
<TABLE>
<CAPTION>
Year Ended Year Ended
12/31/99 12/31/98
<S> <C> <C>
FROM OPERATIONS:
Net investment loss $ (21,360,988) $ (5,832,756)
Net realized gain on investments 397,120,031 127,826,484
Change in net unrealized gain on investments (208,043,905) 283,362,478
----------------- ----------------
Net increase in net assets resulting from operations $ 167,715,138 $ 405,356,206
----------------- ----------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($1.68 and $1.38 per share, respectively) $ (151,347,954) $ (85,405,831)
Class B ($1.68 and $1.38 per share, respectively) (82,025,928) (41,966,929)
Class C ($1.68 and $1.38 per share, respectively) (24,051,724) (11,536,214)
Class Y ($1.68 and $1.38 per share, respectively) (827,272) (326,738)
----------------- ----------------
Total distributions to shareholders $ (258,252,878) $ (139,235,712)
----------------- ----------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 2,144,643,799 $1,709,346,324
Reinvestment of distributions 213,912,396 118,722,177
Cost of shares repurchased (1,313,367,726) (591,625,079)
----------------- ----------------
Net increase in net assets resulting from fund
share transactions $ 1,045,188,469 $1,236,443,422
----------------- ----------------
Net increase in net assets $ 954,650,729 $1,502,563,916
NET ASSETS:
Beginning of year 2,267,944,955 765,381,039
----------------- ----------------
End of year (including accumulated undistributed net
investment income of $0 and $0, respectively) $ 3,222,595,684 $2,267,944,955
----------------- ----------------
</TABLE>
<TABLE>
<CAPTION>
CLASS A '99 Shares '99 Amount '98 Shares '98 Amount
<S> <C> <C> <C> <C>
Shares sold 58,807,247 $1,257,591,854 50,599,844 $960,396,288
Reinvestment of distributions 6,407,419 128,532,957 4,031,378 75,507,150
Less shares repurchased (38,467,026) (816,919,754) (20,085,860) (384,992,157)
----------- -------------- ----------- -------------
Net increase 26,747,640 $ 569,205,057 34,545,362 $650,911,281
----------- -------------- ----------- -------------
CLASS B
Shares sold 28,316,480 $ 583,380,323 27,401,351 $510,023,299
Reinvestment of distributions 3,488,796 67,092,873 1,908,567 34,640,005
Less shares repurchased (14,421,654) (291,705,469) (5,575,738) (102,526,187)
----------- -------------- ----------- -------------
Net increase 17,383,622 $ 358,767,727 23,734,180 $442,137,117
----------- -------------- ----------- -------------
CLASS C
Shares sold 14,394,904 $ 297,000,746 12,383,572 $233,807,982
Reinvestment of distributions 903,733 17,507,340 451,825 8,250,190
Less shares repurchased (9,755,376) (198,630,094) (5,640,282) (103,770,282)
----------- -------------- ----------- -------------
Net increase 5,543,261 $ 115,877,992 7,195,115 $138,287,890
----------- -------------- ----------- -------------
CLASS Y*
Shares sold 315,110 $ 6,670,876 259,760 $ 5,118,755
Reinvestment of distributions 37,882 779,226 17,287 324,832
Less shares repurchased (296,418) (6,112,409) (17,964) (336,453)
----------- -------------- ----------- -------------
Net increase 56,574 $ 1,337,693 259,083 $ 5,107,134
----------- -------------- ----------- -------------
</TABLE>
*Class Y shares were first publicly offered on April 30, 1998.
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
<TABLE>
<CAPTION>
Pioneer Growth Shares
- -------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 12/31/99
- -------------------------------------------------------------------------------------------------
Year Ended Year Ended
12/31/99 12/31/98
<S> <C> <C>
CLASS A
Net asset value, beginning of year $ 20.34 $ 16.35
---------- ----------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.09) $ (0.03)
Net realized and unrealized gain on investments 1.59 5.40
---------- ----------
Net increase from investment operations $ 1.50 $ 5.37
Distributions to shareholders:
Net investment income - -
Net realized gain (1.68) (1.38)
---------- ----------
Net increase (decrease) in net asset value $ (0.18) $ 3.99
---------- ----------
Net asset value, end of year $ 20.16 $ 20.34
---------- ----------
Total return* 7.40% 33.54%
Ratio of net expenses to average net assets+ 1.02% 0.95%
Ratio of net investment income (loss) to average net assets+ (0.41)% (0.18)%
Portfolio turnover rate 48% 30%
Net assets, end of year (in thousands) $1,935,072 $1,408,252
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.00% 0.93%
Net investment income (loss) (0.39)% (0.16)%
<CAPTION>
Year Ended Year Ended Year Ended
12/31/97 12/31/96 12/31/95
<S> <C> <C> <C>
CLASS A
Net asset value, beginning of year $ 11.71 $ 10.12 $ 8.85
-------- -------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.03) $ (0.01) $ 0.03
Net realized and unrealized gain on investments 5.16 2.67 2.58
-------- -------- --------
Net increase from investment operations $ 5.13 $ 2.66 $ 2.61
Distributions to shareholders:
Net investment income - - (0.03)
Net realized gain (0.49) (1.07) (1.31)
-------- -------- ---------
Net increase (decrease) in net asset value $ 4.64 $ 1.59 $ 1.27
-------- -------- ---------
Net asset value, end of year $ 16.35 $ 11.71 $ 10.12
-------- -------- ---------
Total return* 43.78% 26.95% 29.82%
Ratio of net expenses to average net assets+ 0.99% 1.15% 1.23%
Ratio of net investment income (loss) to average net assets+ (0.25)% (0.08)% 0.28%
Portfolio turnover rate 28% 96% 158%
Net assets, end of year (in thousands) $567,126 $277,598 $215,564
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.97% 1.13% 1.21%
Net investment income (loss) (0.23)% (0.60)% 0.30%
</TABLE>
*Assumes initial investment at net asset value at the beginning of each period,
reinvestment of all 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.
+Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
Pioneer Growth Shares
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 12/31/99
- ----------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended 4/28/95 to
12/31/99 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 $ (0.19) $ (0.07) $ (0.15) $ (0.05) $ -
Net realized and unrealized gain on investments 1.48 5.15 5.09 2.60 1.73
------- ------- ------- ------- --------
Net increase from investment operations $ 1.29 $ 5.08 $ 4.94 $ 2.55 $ 1.73
Distributions to shareholders:
Net investment income - - - - (0.03)
Net realized gain (1.68) (1.38) (0.49) (1.07) (1.31)
------- ------- ------- ------- --------
Net increase (decrease) in net asset value $ (0.39) $ 3.70 $ 4.45 $ 1.48 $ 0.39
------- ------- ------- ------- --------
Net asset value, end of period $ 19.31 $ 19.70 $ 16.00 $ 11.55 $ 10.07
------- ------- ------- ------- --------
Total return* 6.57% 32.46% 42.75% 25.97% 18.26%
Ratio of net expenses to average net assets+ 1.82% 1.74% 1.76% 1.86% 1.90%* *
Ratio of net investment loss to average net assets+ (1.21)% (0.95)% (1.01)% (0.83)% (0.25)%**
Portfolio turnover rate 48% 30% 28% 96% 158%
Net assets, end of period (in thousands) $991,818 $669,496 $163,955 $31,286 $14,019
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.80% 1.71% 1.72% 1.84% 1.84%* *
Net investment loss (1.19)% (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 all 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.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
Pioneer Growth Shares
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 12/31/99
- ----------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended 1/31/96 to
12/31/99 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 $ (0.18) $ (0.08) $ (0.14) $ (0.05)
Net realized and unrealized gain on investments 1.49 5.20 5.16 2.57
-------- -------- ------- --------
Net increase from investment operations $ 1.31 $ 5.12 $ 5.02 $ 2.52
Distributions to shareholders:
Net realized gain (1.68) (1.38) ( 0.49) (1.07)
-------- -------- ------- --------
Net increase (decrease) in net asset value $ (0.37) $ 3.74 $ 4.53 $ 1.45
-------- -------- ------- --------
Net asset value, end of period $ 19.45 $ 19.82 $ 16.08 $ 11.55
-------- -------- ------- --------
Total return* 6.63% 32.55% 43.44% 25.61%
Ratio of net expenses to average net assets+ 1.77% 1.71% 1.69% 1.89%* *
Ratio of net investment loss to average net assets+ (1.16)% (0.92)% ( 0.93)% (1.01)%**
Portfolio turnover rate 48% 30% 28% 96%
Net assets, end of period (in thousands) $289,275 $184,909 $34,300 $ 1,354
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.74% 1.67% 1.63% 1.87%* *
Net investment loss (1.13)% ( 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 all 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.
+ Ratios 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 12/31/99
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended 4/30/98 to
<S> <C> <C>
CLASS Y 12/31/99(a) 12/31/98
Net asset value, beginning of period $ 20.41 $ 19.73
------- --------
Increase from investment operations:
Net investment income $ 0.01 $ 0.03
Net realized and unrealized gain on investments 1.63 2.03
------- --------
Net increase from investment operations $ 1.64 $ 2.06
Distributions to shareholders:
Net realized gain (1.68) (1.38)
------- --------
Net increase (decrease) in net asset value $ (0.04) $ 0.68
-------- --------
Net asset value, end of period $ 20.37 $ 20.41
-------- --------
Total return* 8.08% 11.02%
Ratio of net expenses to average net assets+ 0.61% 0.51%**
Ratio of net investment income to average net
assets+ 0.02% 0.29%**
Portfolio turnover rate 48% 30%
Net assets, end of period (in thousands) $ 6,431 $ 5,287
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.58% 0.51%**
Net investment income 0.05% 0.29%**
</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 all distributions and the complete redemption of the
investment at net asset value at each end of each period.
** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 12/31/99
- -------------------------------------------------------------------------------
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 represents an interest in the same portfolio of
investments of the Fund and has equal rights to voting, redemptions, dividends
and liquidation, except that the level of transfer agent and distribution fees
may differ among classes. Class A, Class B and Class C shareholders have
exclusive voting rights with respect to the distribution plan for each class.
There is no distribution plan for Class Y shares.
The Fund's financial statements have been prepared in conformity with generally
accepted accounting principles that require the management of the Fund to,
among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates. The following is a summary of significant
accounting policies consistently followed by the Fund, which are in conformity
with those generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded on trade date. 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
20
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
that have the highest cost and also qualify for long-term capital gain or
loss treatment for tax purposes.
Settlements from litigation and class action suits are recognized when the
Fund acquires an enforceable right to such awards. Included in net realized
gain from investments is $1,733 of class action settlements received by the
Fund during the year ended December 31, 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.
At December 31, 1999, the Fund reclassified $21,360,988 from accumulated
undistributed net realized gain on investments to accumulated net investment
loss. 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 $273,287,538 as a capital gain dividend for the 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 $1,742,397
in underwriting commissions on the sale of fund shares during the year ended
December 31, 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
21
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 12/31/99 (continued)
- -------------------------------------------------------------------------------
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.
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 0.70% of the Fund's
average daily net assets up to $500 million; 0.65% of the next $500 million;
and 0.625% of the excess over $1 billion. Prior to October 1, 1999, management
fees were 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. Effective October 1, 2000, the basic fee will
be subject to a performance adjustment up to a maximum of +/-0.10% based on the
Fund's investment performance as compared with the Russell 1000[RegTM] Index.
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 December 31, 1999, $1,811,343 was payable to
PIM related to management fees, administrative fees and certain other services.
3. Transfer Agent
PSC, a wholly owned subsidiary of PGI, provides substantially all transfer
agent and shareholder services to the Fund at negotiated rates. Included in due
to affiliates is $215,353 in transfer agent fees payable to PSC at December 31,
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
22
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
average daily net assets attributable to Class A shares 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 $1,518,315 in distribution fees payable to PFD at December
31, 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 that are redeemed within six years
of purchase are subject to a CDSC at declining rates beginning at 4.00%, 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, 1999,
CDSCs in the amount of $3,244,223 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, 1999, the Fund's expenses were reduced by $603,324
under such arrangements.
6. Line of Credit Facility
The Fund, along with certain others in the Pioneer Family of Funds (the Funds),
collectively participate in a $50 million committed, unsecured revolving line
of credit facility. Borrowings are used solely for temporary or emergency
purposes. The Fund may borrow up to the lesser of $50 million or the limits set
by its prospectus for borrowings. Interest on collective borrowings of up to
$25 million is payable at the Federal Funds Rate plus 3/8% on an annualized
basis, or at the Federal Funds Rate plus 1/2% if the 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.
The average daily amount of borrowings outstanding during the year ended
December 31, 1999 was $23,836. The average daily shares outstanding during the
year were 145,276,797 resulting in an average borrowing of less than one cent
per share. The related weighted average annualized
23
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 12/31/99 (continued)
- -------------------------------------------------------------------------------
interest rate for the year was 5.625%, and the total interest expense on such
borrowings was $1,359.
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, 1999:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Dividend
Purchases Sales Income Value
<S> <C> <C> <C> <C>
---------------------------------------------------------------------------
Minerals Technologies, Inc. $3,081,794 $ - $223,640 $81,887,750
</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 December 31, 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
December 31, 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 December 31, 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
February 4, 2000
25
<PAGE>
Pioneer Growth Shares
- -------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETING
- -------------------------------------------------------------------------------
On September 28, 1999, Pioneer Growth Shares held a special meeting of
shareowners. All proposals were passed by a shareowner vote. Here are the
detailed results of the votes.
Proposal 1 -- To elect Trustees.
<TABLE>
<CAPTION>
Nominee Affirmative Withheld
<S> <C> <C>
John F. Cogan Jr. 99,623,618.084 3,095,671.171
Mary K. Bush 99,437,243.255 3,282,046.000
Richard H. Egdhal, M.D. 99,393,050.133 3,326,239.122
Margaret B.W. Graham 99,468,588.402 3,250,700.853
John W. Kendrick 99,541,101.962 3,178,187.293
Marguerite A. Piret 99,647,229.699 3,072,059.556
David D. Tripple 99,631,299.317 3,087,989.938
Stephen K. West 99,617,712.460 3,101,576.795
John Winthrop 99,653,677.648 3,065,611.607
</TABLE>
Proposal 2 -- To approve a new management contract.
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
63,347,767.137 12,708,199.482 4,192,112.635
</TABLE>
Proposal 3 (a) -- To reclassify the Fund's investment restriction on purchasing
securities on margin.
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
68,198,658.800 7,092,142.920 4,957,277.535
</TABLE>
Proposal 3 (b) -- To eliminate the Fund's investment restriction on short
sales.
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
68,143,934.711 7,231,417.483 4,872,727.061
</TABLE>
Proposal 3 (c) -- To amend the Fund's investment restriction on borrowing.
<TABLE>
<CAPTION>
Affirmative Against Abstain
<S> <C> <C>
67,657,609.046 7,623,005.548 4,967,464.661
</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 President
Margaret B.W. Graham Jeffrey B. Poppenhagen, Vice President
John W. Kendrick Eric W. Reckard, Treasurer
Marguerite A. Piret Joseph P. Barri, Secretary
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
27
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PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
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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.
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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, then 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. Pioneer will send the
proceeds by check to the address you designate, or electronically to your bank
account. You can also 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
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We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
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Account information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFoneSM 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
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This report must be preceded or accompanied by a current
Fund prospectus.
[PIONEER LOGO]
Pioneer Investment Management, Inc.
60 State Street 7314-00-0200
Boston, Massachusetts 02109 (C) Pioneer Funds Distributor, Inc.
www.pioneerfunds.com [recycle logo] Printed on Recycled Paper
