<PAGE>
[Pioneer Logo]
Pioneer
Growth Shares
SEMIANNUAL REPORT 6/30/00
<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 21
Trustees, Officers and Service Providers 25
Programs and Services for Pioneer Shareowners 26
Retirement Plans from Pioneer 28
</TABLE>
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
LETTER FROM THE CHAIRMAN 6/30/00
--------------------------------------------------------------------------------
Dear Shareowner,
--------------------------------------------------------------------------------
For over a year, the Federal Reserve has been trying to suppress inflationary
pressures and restrain economic growth in the U.S. by raising short-term
interest rates. Because they represent increased costs, higher interest rates
cut into corporate profits.
With the possibility of a slowing economy and an uncertain profit outlook
overhanging the stock market, investors shifted from sector to sector in the
first half of 2000, looking for attractive opportunities. Heightened stock
market volatility was the result. Bonds also lost luster, because existing,
lower-paying issues could not compete with the higher rates that now prevail.
By summer, we began to see evidence that the Fed's tactics were having some
impact, as key statistics hinted at a contraction of the economy's growth rate.
Volatile markets should not sidetrack your plans for dealing with your
essential financial goals. Whatever your long-range needs may be - money for a
child's education, funding a comfortable retirement, or some other cherished
objective - those needs remain in place no matter what the market may do this
week or next month. For that reason, it makes sense to focus your investment
strategy beyond interim ups and downs.
Mid-year is a good time to talk to your financial representative to review what
has been happening and to make sure your strategy is intact. Part of that
discussion should be devoted to your portfolio's diversification. Do you have a
blend of stocks and bonds that you are comfortable with and that can help you
meet your goals? Or is it time to make adjustments? Be sure to include your
IRAs and other retirement vehicles when you evaluate your overall portfolio.
I hope you will take time to read the following discussion with Jeff
Poppenhagen, the portfolio manager of Pioneer Growth Shares. It's an excellent
way to understand the Fund's performance during the past six months and to
learn what the manager's expectations are for the months ahead. If you want
more information about your Fund or Pioneer you can visit our web site at
www.pioneerfunds.com.
Respectfully,
/s/ John F. Cogan, Jr.
----------------------
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
PORTFOLIO SUMMARY 6/30/00
--------------------------------------------------------------------------------
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)
[Plot Points for Pie Chart]
Depositary Receipts for International Stocks 3%
Short-Term Cash Equivalents 5%
U.S. Common Stocks 92%
[End Pie Chart]
S e c t o r D i s t r i b u t i o n
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[Plot Points for Pie Chart]
Communication Services 2%
Basic Materials 4%
Healthcare 9%
Capital Goods 11%
Consumer Cyclicals 12%
Financial 14%
Technology 17%
Consumer Staples 31%
[End Pie Chart]
1 0 L a r g e s t H o l d i n g s
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------
1. Infinity Broadcasting Corp. 7.74% 6. Progressive Corp. 4.98%
-----------------------------------------------------------------------------------------
2. Sealed Air Corp. 6.92 7. American Tower Corp. 4.80
-----------------------------------------------------------------------------------------
3. Berkshire Hathaway, Inc. 6.40 8. Wrigley (Wm.) Jr. Co. 4.73
(Class A)
-----------------------------------------------------------------------------------------
4. Dollar General Corp. 6.19 9. Linear Technology Corp. 4.19
-----------------------------------------------------------------------------------------
5. Walgreen Co. 5.53 10. McDonald's Corp. 4.04
-----------------------------------------------------------------------------------------
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Growth Shares
-------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/00 CLASS A SHARES
-------------------------------------------------------------------------------
S h a r e P r i c e s a n d D i s t r i b u t i o n s
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 6/30/00 12/31/99
$19.90 $20.16
Distributions per Share Income Short-Term Long-Term
(12/31/99-6/30/00) Dividends Capital Gains Capital Gains
</TABLE> - - -
I n v e s t m e n t R e t u r n s
--------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Growth Shares at public offering price, compared to the growth of
the Standard & Poor's 500 Index and the Russell 1000 Index.
Average Annual Total Returns*
(As of June 30, 2000)
<TABLE>
<CAPTION>
Net Asset Public Offering
Period Value Price
<S> <C> <C>
10 Years 16.21 15.52
5 Years 23.80 22.35
1 Year -4.08 -9.59
</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.
[Plot Points for Class A Mountain Chart]
<TABLE>
<CAPTION>
Growth of $10,000
Pioneer Standard & Poor's Russell
Growth 500 Index 1000
Shares* Index
<S> <C> <C> <C>
6/30/90 9425 10000 10000
6/91 8866 10738 10758
9689 12174 12345
12092 13825 14321
6/94 10572 14025 12329
14558 17673 17978
17520 22253 22699
6/97 26284 29960 39074
37034 38980 30022
44134 47826 47641
6/00 42334 51279 52047
</TABLE>
[End Plot Points]
The Fund adopted its current name and investment adviser (Pioneer 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. The Russell 1000 Index is an unmanaged measure
of the 1,000 largest stocks, based on market capitalization, in the Russell
3000 Index. Stocks in the Index trade 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 either Index.
Past performance does not guarantee future results. Return and share price
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
3
<PAGE>
Pioneer Growth Shares
-------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/00 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 6/30/00 12/31/99
$ 18.99 $ 19.31
Distributions per Share Income Short-Term Long-Term
(12/31/99-6/30/00) Dividends Capital Gains Capital Gains
- - -
</TABLE>
I n v e s t m e n t R e t u r n s
-------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Growth Shares, compared to the growth of the Standard & Poor's 500
Index and the Russell 1000 Index.
Average Annual Total Returns
(As of June 30, 2000)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 23.23% 23.15%
(4/28/95)
5 Years 22.87 22.78
1 Year -4.77 -8.27
</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 Class B Mountain Chart]
<TABLE>
<CAPTION>
Growth of $10,000
Pioneer Standard & Poor's Russell
Growth 500 Index 1000
Shares* Index
<S> <C> <C> <C>
4/28/95 10000 10000 10000
6/95 10537 10653 10659
11825 12186 12255
12604 13414 13457
14897 14977 15005
18766 18060 17799
12/97 21265 19968 19935
26222 23497 23165
28168 25663 25322
30999 28830 28244
30017 31050 30617
6/00 29420 30911 30856
</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. The Russell 1000 Index is an unmanaged measure
of the 1,000 largest stocks, based on market capitalization, in the Russell
3000 Index. Stocks in the Index trade 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 either Index.
Past performance does not guarantee future results. Return and share price
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
4
<PAGE>
Pioneer Growth Shares
-------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/00 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 6/30/00 12/31/99
$19.12 $19.45
Distributions per Share Income Short-Term Long-Term
(12/31/99-6/30/00) Dividends Capital Gains Capital Gains
- - -
</TABLE>
I n v e s t m e n t R e t u r n s
-------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Growth Shares, compared to the growth of the Standard & Poor's 500
Index and the Russell 1000 Index.
Average Annual Total Returns
(As of June 30, 2000)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 23.06% 23.06%
(1/31/96)
1 Year -4.83 -4.83
</TABLE>
* Assumes reinvestment of distributions. The 1% contingent deferred sales
charge (CDSC) applies to redemptions made within one year of purchase.
[Plot Points for Class C Mountain Chart]
<TABLE>
<CAPTION>
Growth of $10,000
Pioneer Standard & Poor's Russell
Growth 500 Index 1000
Shares* Index
<S> <C> <C> <C>
1/31/96 10000 10000 10000
10228 10203 10221
10627 10660 10638
11239 10987 10985
12561 11902 11861
12833 12223 12045
6/97 15889 14352 14070
17748 15426 15444
18017 15868 15758
20784 18076 17865
22219 18673 18311
19541 16818 16423
12/98 23881 20393 20016
25954 21407 20841
26303 22910 22326
23315 21482 20852
25464 24675 24202
25818 25236 25258
6/00 25019 24032 24390
</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. The Russell 1000 Index is an unmanaged measure
of the 1,000 largest stocks, based on market capitalization, in the Russell
3000 Index. Stocks in the Index trade 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 either Index.
Past performance does not guarantee future results. Return and share price
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
5
<PAGE>
Pioneer Growth Shares
-------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/00 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 6/30/00 12/31/99
$20.32 $20.37
Distributions per Share Income Short-Term Long-Term
(12/31/99-6/30/00) Dividends Capital Gains Capital Gains
- - -
</TABLE>
I n v e s t m e n t R e t u r n s
-------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Growth Shares, compared to the growth of the Standard & Poor's 500
Index and the Russell 1000 Index.
Average Annual Total Returns*
(As of June 30, 2000)
<TABLE>
<CAPTION>
If If
Period Held Redeemed
<S> <C> <C>
Life-of-Fund 8.58% 8.58%
(4/30/98)
1 Year -2.59 -2.59
</TABLE>
* Assumes reinvestment of distributions.
[Plot Points for Class Y Mountain Chart]
<TABLE>
<CAPTION>
Growth of $10,000
Pioneer Standard & Poor's Russell
Growth 500 Index 1000
Shares* Index
<S> <C> <C> <C>
4/30/98 10000 10000 10000
10269 10237 10146
9052 9220 9818
12/98 11102 11180 11090
12092 11736 11121
12288 12560 12370
9/99 10934 11777 11880
12000 13527 12330
12295 13835 12826
6/00 11970 13467 13514
</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. The Russell 1000 Index is an unmanaged measure
of the 1,000 largest stocks, based on market capitalization, in the Russell
3000 Index. Stocks in the Index trade 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 either Index.
Past performance does not guarantee future results. Return and share price
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
6
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 6/30/00
--------------------------------------------------------------------------------
Equity markets exhibited great volatility during the first six months of 2000,
with technology stocks leading a rally during the first quarter, only to fall
sharply during the second three-month period. The following is an interview
with Jeffrey B. Poppenhagen, the portfolio manager of Pioneer Growth Shares.
Mr. Poppenhagen discusses the events and factors that influenced your Fund's
performance over the recent six-month period.
Q: How would you characterize the Fund's performance during the six-month
period?
A: The Fund's defensive positioning helped it avoid the worst of the technology
sell-off during the second quarter. However, our de-emphasis of financial
services company stocks, particularly banks and securities firms, was the
primary factor in our slight underperformance relative to the benchmark
Standard & Poor's 500 Index. For the six-month period, Class A shares
returned -1.29% (Class B -1.66% and Class C -1.70%), all at net asset
value. In comparison, Standard & Poor's 500 Index returned -0.45%, while
the average return of the 414 multi-cap core growth funds tracked by Lipper
Inc. was 2.53%. (Lipper is an independent firm that tracks mutual fund
performance.)
Q: Despite making modest additions to your technology investments, you have
continued to place the greatest emphasis on stocks that seem to entail less
risk. Please comment.
A: We believe the stock market has been driven by excessive speculation,
primarily in technology stocks but also in leveraged financial services
stocks such as the banks and securities firms. We are not sure when it will
happen, but we are confident that this excessive speculation will cease and
aggressive investments in technology and financial services will suffer. We
may even have seen the start of this process during the second quarter of
2000, although it is possible the speculation may continue for a number of
months.
We continue to overweight the portfolio in industries that we think can hold
up well - such as convenience stores and pharmacies, consumer staples and
property-and-casualty insurance companies - in an effort to shield the
portfolio against extreme market volatility. Companies in
7
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 6/30/00 (continued)
--------------------------------------------------------------------------------
these industries are more likely to meet the standards of our long-term
investment discipline. We like to invest in companies that are well
positioned to take advantage of market trends, have competitive advantages
that they can defend and have demonstrated an ability to generate superior
returns on invested capital. Currently, we are not finding many companies
in the technology or financial services sector that meet our investment
criteria.
Q: What are some of the companies that do meet your criteria?
A: We have been extremely bullish on Berkshire Hathaway. While most people
think of Berkshire Hathaway as an investment company, it remains largely an
insurance company that is extremely well capitalized. It has avoided much
of the temptation that has lured many property-and-casualty insurers into
underwriting business at unprofitable levels. As other
property-and-casualty insurers run into trouble because of their past
underwriting, Berkshire Hathaway will look very attractive to companies
buying insurance. At the same time, the company has about $30 billion in
fixed income securities that it can easily redeploy into stocks when equity
prices become more attractive. Berkshire Hathaway's Chairman - Mr. Warren
Buffett - has rightly characterized the company as "the Fort Knox of
capital."
We also like convenience stores such as Walgreen and Dollar General. The
public is time constrained and often looks for convenient outlets to buy
basic products. These chains have generated extraordinary returns on invested
capital; yet each has established a niche that makes it extremely difficult
for new competition. We also are very bullish on Sealed Air, a leader in the
packaging industry, even though it has experienced some short-term problems.
Q: Why are you underweighted in technology and leveraged financial services
stocks?
A: It is true that the technology industry is transforming the world, but
financing of these companies has become little more than a game in which
over-valued securities keep being passed along from insiders to speculators
willing to pay higher and higher prices. While it makes sense to invest in
technology issues, we believe it is wise to limit our exposure to those
issues that can meet our standards. With prices
8
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
hitting historical highs, investors have inflated expectations for
investment returns and have turned a blind eye to the risk that these types
of issues present. Eventually, we believe, the cycle of speculation will
collapse. Investors have underestimated how capital-intensive the
technology business is, and they have not recognized the effects that
factors such as stock options and competition from new technologies will
have on future profitability. When we talk about leveraged financial
services companies, we are referring primarily to banks and securities
firms that rely on leverage - or debt - and whose customers rely on
leverage. At a time when economic growth in the United States remains very
strong, we already are seeing signs of deteriorating quality in loans. This
is a highly ominous signal.
Q: What is your outlook for the future?
A: We think the investment environment will change. While historically we have
been bullish about the potential of technology stocks, we believe their
stock prices have been driven to excessively high valuations. We will
continue to follow what we believe are the basic principles of investing.
To that end, we avoid market timing and select only those stocks whose
prices reflect the worth of the business. That's why we concentrate the
portfolio in solid companies that we think have strong growth potential
over the long-term. We believe this investment discipline should bode well
for investors.
9
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/00 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS - 95.1%
Basic Materials - 3.5%
Chemicals (Specialty) - 3.5%
2,044,000 Minerals Technologies, Inc.+ $ 94,024,000
------------
Total Basic Materials $ 94,024,000
------------
Capital Goods - 10.4%
Electrical Equipment - 3.8%
2,834,500 Molex, Inc. (Non-voting) $ 99,207,500
------------
Manufacturing (Specialized) - 6.6%
3,290,100 Sealed Air Corp.* $172,318,988
------------
Total Capital Goods $271,526,488
------------
Communication Services - 1.8%
Cellular/Wireless Telecommunications - 1.7%
1,208,500 Crown Castle International Corp.* $ 44,110,250
------------
Telecommunications (Long-Distance) - 0.1%
75,000 AT&T Corp. $ 2,371,875
------------
Total Communication Services $ 46,482,125
------------
Consumer Cyclicals - 11.1%
Leisure Time (Products) - 0.9%
619,500 Harley-Davidson, Inc. $ 23,850,750
------------
Retail (Discounters) - 5.9%
7,903,750 Dollar General Corp. $154,123,125
------------
Services (Commercial & Consumer) - 1.6%
1,158,200 Cintas Corp. $ 42,491,462
------------
Publishing (Newspaper) - 2.7%
1,298,000 News Corporation Ltd. (A.D.R.) $ 70,741,000
------------
Total Consumer Cyclicals $291,206,337
------------
Consumer Staples - 30.0%
Beverages (Non-Alcoholic) - 0.8%
379,000 The Coca-Cola Co. $ 21,768,813
------------
Broadcasting (Television/Radio/Cable) - 12.9%
1,737,500 Comcast Corp. (Non-voting)* $ 70,368,750
5,290,000 Infinity Broadcasting Corp.* 192,754,375
1,105,000 MediaOne Group, Inc.* 73,281,943
------------
$336,405,068
------------
</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 - 4.5%
1,470,000 Wrigley (Wm.) Jr. Co. $117,875,625
------------
Personal Care - 2.7%
2,015,000 The Gillette Co. $ 70,399,063
------------
Restaurants - 3.8%
3,051,000 McDonald's Corp. $100,492,313
------------
Retail (Drug Stores) - 5.3%
4,277,000 Walgreen Co. $137,665,938
------------
Total Consumer Staples $784,606,820
------------
Financial - 13.2%
Insurance (Multi-Line) - 1.7%
372,125 American International Group, Inc. $ 43,724,687
------------
Insurance (Property/Casualty) - 11.5%
2,962 Berkshire Hathaway, Inc. (Class A)* $159,355,600
10,201 Berkshire Hathaway, Inc. (Class B)* 17,953,760
1,675,200 Progressive Corp. 123,964,800
------------
$301,274,160
------------
Total Financial $344,998,847
------------
Healthcare - 8.8%
Biotechnology - 3.2%
1,601,200 Pharmacia Corp. $ 82,762,024
------------
Healthcare (Major Pharmaceuticals) - 5.6%
692,000 Merck & Co., Inc. $ 53,024,500
1,953,000 Pfizer, Inc. 93,744,000
------------
$146,768,500
------------
Total Healthcare $229,530,524
------------
Technology - 16.3%
Communications Equipment - 4.6%
2,867,300 American Tower Corp.* $119,530,568
------------
Computers (Hardware) - 0.6%
172,000 Sun Microsystems, Inc.* $ 15,641,250
------------
Computers (Peripherals) - 2.0%
671,000 EMC Corp.* $ 51,625,063
------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/00 (unaudited) (continued)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Computers (Software & Services) - 2.9%
522,000 Microsoft Corp.* $ 41,760,000
418,000 Oracle Corp.* 35,138,125
--------------
$ 76,898,125
--------------
Electronics (Semiconductors) - 5.7%
1,632,500 Linear Technology Corp. $ 104,377,968
659,000 Maxim Integrated Products, Inc.* 44,770,813
--------------
$ 149,148,781
--------------
Services (Data Processing) - 0.5%
340,000 Paychex Inc. $ 14,280,000
--------------
Total Technology $ 427,123,787
--------------
TOTAL COMMON STOCKS
(Cost $2,283,399,099) $2,489,498,928
--------------
Principal
Amount
TEMPORARY CASH INVESTMENTS - 4.9%
Commercial Paper - 4.9%
$26,286,000 American Express Credit Corp., 6.8%, 7/5/00 $ 26,286,000
42,996,000 Citigroup Corp., 6.6, 7/3/00 42,996,000
20,013,000 Ford Motor Credit Corp., 6.8%, 7/3/00 20,013,000
40,000,000 Household Finance Corp., 6.9%, 7/3/00 40,000,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $129,295,000) $ 129,295,000
--------------
TOTAL INVESTMENT IN SECURITIES - 100.0%
(Cost $2,412,694,099) $2,618,793,928
--------------
</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 June 30, 2000, the net unrealized gain on investments, based on cost for federal income tax
purposes of $2,415,812,802, was as follows:
Aggregate gross unrealized gain for all investments in which there
is an excess of value over tax cost $357,909,145
Aggregate gross unrealized loss for all investments in which there
is an excess of tax cost over value (154,928,019)
------------
Net unrealized gain $202,981,126
------------
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended June 30, 2000, aggregated $692,298,793 and $1,231,690,321,
respectively.
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
BALANCE SHEET 6/30/00 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value (including temporary cash
investments of $129,295,000) (cost $2,412,694,099) $2,618,793,928
Cash 408
Receivables -
Fund shares sold 2,261,987
Dividends and interest 588,744
Other 289,405
--------------
Total assets $2,621,934,472
--------------
LIABILITIES:
Payables -
Fund shares repurchased $ 88,292,160
Due to affiliates 3,136,871
Accrued expenses 421,818
--------------
Total liabilities $ 91,850,849
--------------
NET ASSETS:
Paid-in capital $2,215,244,999
Accumulated net investment loss (13,526,857)
Accumulated undistributed net realized gain on investments 122,265,652
Net unrealized gain on investments 206,099,829
--------------
Total net assets $2,530,083,623
--------------
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $1,597,662,387/80,302,493 shares) $ 19.90
--------------
Class B (based on $748,661,912/39,418,874 shares) $ 18.99
--------------
Class C (based on $176,697,379/9,240,621 shares) $ 19.12
--------------
Class Y (based on $7,061,945/347,493 shares) $ 20.32
--------------
MAXIMUM OFFERING PRICE:
Class A $ 21.11
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
--------------------------------------------------------------------------------
For the Six Months Ended 6/30/00
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends (net of foreign taxes withheld of $7,764) $5,002,787
Interest 2,375,486
----------
Total investment income $ 7,378,273
------------
EXPENSES:
Management fees $8,881,202
Transfer agent fees
Class A 2,402,113
Class B 1,477,715
Class C 412,940
Class Y 179
Distribution fees
Class A 2,153,350
Class B 4,118,727
Class C 1,046,804
Administrative fees 217,102
Custodian fees 94,079
Registration fees 209,506
Professional fees 36,846
Printing 117,120
Fees and expenses of nonaffiliated trustees 29,200
Miscellaneous 32,935
----------
Total expenses $ 21,229,818
Less fees paid indirectly (324,688)
------------
Net expenses $ 20,905,130
------------
Net investment loss $(13,526,857)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments $ 10,062,282
Change in net unrealized gain on investments (60,186,021)
------------
Net loss on investments $(50,123,739)
------------
Net decrease in net assets resulting from operations $(63,650,596)
------------
</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 Six Months Ended 6/30/00
<TABLE>
<CAPTION>
Six Months Ended
6/30/00 Year Ended
(unaudited) 12/31/99
<S> <C> <C>
FROM OPERATION
Net investment loss $ (13,526,857) $ (21,360,988)
Net realized gain on investments 10,062,282 397,120,031
Change in net unrealized gain on investments (60,186,021) (208,043,905)
--------------- ---------------
Net increase (decrease) in net assets resulting
from operations $ (63,650,596) $ 167,715,138
--------------- ---------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($0.00 and $1.68 per share, respectively) $ - $ (151,347,954)
Class B ($0.00 and $1.68 per share, respectively) - (82,025,928)
Class C ($0.00 and $1.68 per share, respectively) - (24,051,724)
Class Y ($0.00 and $1.68 per share, respectively) - (827,272)
--------------- ---------------
Total distributions to shareholders $ - $ (258,252,878)
--------------- ---------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 395,690,055 $ 2,144,643,799
Reinvestment of distributions - 213,912,396
Cost of shares repurchased (1,024,551,520) (1,313,367,726)
--------------- ---------------
Net increase (decrease) in net assets resulting
from fund share transactions $ (628,861,465) $ 1,045,188,469
--------------- ---------------
Net increase (decrease) in net assets $ (692,512,061) $ 954,650,729
NET ASSETS:
Beginning of period 3,222,595,684 2,267,944,955
--------------- ---------------
End of period (including accumulated net investment
loss of $13,526,857 and $0, respectively) $ 2,530,083,623 $ 3,222,595,684
--------------- ---------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
'00 Shares '00 Amount
CLASS A (unaudited) (unaudited) '99 Shares '99 Amount
<S> <C> <C> <C> <C>
Shares sold 12,332,289 $ 240,492,586 58,807,247 $1,257,591,854
Reinvestment of distributions - - 6,407,419 128,532,957
Less shares repurchased (28,005,616) (545,769,946) (38,467,026) (816,919,754)
----------- ------------- ----------- --------------
Net increase (decrease) (15,673,327) $(305,277,360) 26,747,640 $ 569,205,057
----------- ------------- ----------- --------------
CLASS B
Shares sold 4,344,615 $ 81,115,571 28,316,480 $ 583,380,323
Reinvestment of distributions - - 3,488,796 67,092,873
Less shares repurchased (16,289,832) (301,733,310) (14,421,654) (291,705,469)
----------- ------------- ----------- --------------
Net increase (decrease) (11,945,217) $(220,617,739) 17,383,622 $ 358,767,727
----------- ------------- ----------- --------------
CLASS C
Shares sold 3,731,063 $ 70,815,825 14,394,904 $ 297,000,746
Reinvestment of distributions - - 903,733 17,507,340
Less shares repurchased (9,361,417) (174,505,875) (9,755,376) (198,630,094)
----------- ------------- ----------- --------------
Net increase (decrease) (5,630,354) $(103,690,050) 5,543,261 $ 115,877,992
----------- ------------- ----------- --------------
CLASS Y
Shares sold 162,725 $ 3,266,073 315,110 $ 6,670,876
Reinvestment of distributions - - 37,882 779,226
Less shares repurchased (130,889) (2,542,389) (296,418) (6,112,409)
----------- ------------- ----------- --------------
Net increase 31,836 $ 723,684 56,574 $ 1,337,693
----------- ------------- ----------- --------------
</TABLE>
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 6/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended
6/30/00 Year Ended
(unaudited) 12/31/99
<S> <C> <C>
CLASS A
Net asset value, beginning of period $ 20.16 $ 20.34
---------- ----------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.05) $ (0.09)
Net realized and unrealized gain (loss) on investments (0.21) 1.59
---------- ----------
Net increase (decrease) from investment operations $ (0.26) $ 1.50
Distributions to shareholders:
Net investment income -- --
Net realized gain -- (1.68)
---------- ----------
Net increase (decrease) in net asset value $ (0.26) $ (0.18)
---------- ----------
Net asset value, end of period $ 19.90 $ 20.16
---------- ----------
Total return* (1.29)% 7.40%
Ratio of net expenses to average net assets+ 1.23%** 1.02%
Ratio of net investment income (loss) to average net assets+ (0.69)%** (0.41)%
Portfolio turnover rate 51%** 48%
Net assets, end of period (in thousands) $1,597,662 $1,935,072
Ratios assuming reductions for fees paid indirectly:
Net expenses 1.20%** 1.00%
Net investment income (loss) (0.66)%** 0.39%
<CAPTION>
Year Ended Year Ended Year Ended Year Ended
12/31/98 12/31/97 12/31/96 12/31/95
<S> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 16.35 $ 11.71 $ 10.12 $ 8.85
---------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.03) $ (0.03) $ (0.01) $ 0.03
Net realized and unrealized gain (loss) on investments 5.40 5.16 2.67 2.58
---------- -------- -------- --------
Net increase (decrease) from investment operations $ 5.37 $ 5.13 $ 2.66 $ 2.61
Distributions to shareholders:
Net investment income -- -- -- (0.03)
Net realized gain (1.38) (0.49) (1.07) (1.31)
---------- -------- -------- --------
Net increase (decrease) in net asset value $ 3.99 $ 4.64 $ 1.59 $ 1.27
---------- -------- -------- --------
Net asset value, end of period $ 20.34 $ 16.35 $ 11.71 $ 10.12
---------- -------- -------- --------
Total return* 33.54% 43.78% 26.95% 29.82%
Ratio of net expenses to average net assets+ 0.95% 0.99% 1.15% 1.23%
Ratio of net investment income (loss) to average net assets+ (0.18)% (0.25)% (0.08)% 0.28%
Portfolio turnover rate 30% 28% 96% 158%
Net assets, end of period (in thousands) $1,408,252 $567,126 $277,598 $215,564
Ratios assuming reductions for fees paid indirectly:
Net expenses 0.93% 0.97% 1.13% 1.21%
Net investment income (loss) (0.16)% (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.
**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
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 6/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended
6/30/00 Year Ended
(unaudited) 12/31/99
<S> <C> <C>
CLASS B
Net asset value, beginning of period $ 19.31 $ 19.70
-------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.18) $ (0.19)
Net realized and unrealized gain (loss) on investments (0.14) 1.48
-------- --------
Net increase (decrease) from investment operations $ (0.32) $ 1.29
Distributions to shareholders:
Net investment income -- --
Net realized gain -- (1.68)
-------- --------
Net increase (decrease) in net asset value $ (0.32) $ (0.39)
-------- --------
Net asset value, end of period $ 18.99 $ 19.31
-------- --------
Total return* (1.66)% 6.57%
Ratio of net expenses to average net assets+ 2.06%** 1.82%
Ratio of net investment loss to average net assets+ (1.52)%** (1.21)%
Portfolio turnover rate 51%** 48%
Net assets, end of period (in thousands) $748,662 $991,818
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.04%** 1.80%
Net investment loss (1.50)%** (1.19)%
<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 (loss) on investments 5.15 5.09 2.60 1.73
-------- -------- ------- -------
Net increase (decrease) 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 (decrease) 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>
(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 6/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended
6/30/00 Year Ended
(unaudited) 12/31/99
<S> <C> <C>
CLASS C
Net asset value, beginning of period $ 19.45 $ 19.82
-------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.22) $ (0.18)
Net realized and unrealized gain (loss) on investments (0.11) 1.49
-------- --------
Net increase (decrease) from investment operations $ (0.33) $ 1.31
Distributions to shareholders:
Net realized gain -- (1.68)
-------- --------
Net increase (decrease) in net asset value $ (0.33) $ (0.37)
-------- --------
Net asset value, end of period $ 19.12 $ 19.45
-------- --------
Total return* (1.70)% 6.63%
Ratio of net expenses to average net assets+ 2.10%** 1.77%
Ratio of net investment loss to average net assets+ (1.56)%** (1.16)%
Portfolio turnover rate 51%** 48%
Net assets, end of period (in thousands) $176,697 $289,275
Ratios assuming reduction for fees paid indirectly:
Net expenses 2.08%** 1.74%
Net investment loss (1.54)%** (1.13)%
<CAPTION>
Year Ended Year Ended 1/31/96 to
12/31/98 12/31/97(a) 12/31/96
<S> <C> <C> <C>
CLASS 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 (loss) on investments 5.20 5.16 2.57
-------- ------- ------
Net increase (decrease) from investment operations $ 5.12 $ 5.02 $ 2.52
Distributions to shareholders:
Net realized gain (1.38) (0.49) (1.07)
-------- ------- ------
Net increase (decrease) 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 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. 19
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 6/30/00
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended
6/30/00 Year Ended 4/30/98 to
CLASS Y (unaudited) 12/31/99(a) 12/31/98
<S> <C> <C> <C>
Net asset value, beginning of period $20.37 $20.41 $19.73
------ ------ ------
Increase (decrease) from investment operations:
Net investment income (loss) $(0.03) $ 0.01 $ 0.03
Net realized and unrealized gain (loss) on
investments (0.02) 1.63 2.03
------ ------ ------
Net increase (decrease) from investment
operations $(0.05) $ 1.64 $ 2.06
Distributions to shareholders:
Net realized gain -- (1.68) (1.38)
------ ------ ------
Net increase (decrease) in net asset value $(0.05) $(0.04) $ 0.68
------ ------ ------
Net asset value, end of period $20.32 $20.37 $20.41
------ ------ ------
Total return* (0.25)% 8.08% 11.02%
Ratio of net expenses to average net assets+ 0.66%** 0.61% 0.51%**
Ratio of net investment income (loss) to average
net assets+ (0.13)%** 0.02% 0.29%**
Portfolio turnover rate 51%** 48% 30%
Net assets, end of period (in thousands) $7,062 $6,431 $5,287
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.65%** 0.58% 0.51%**
Net investment income (loss) (0.12)%** 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.
20 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/00 (unaudited)
--------------------------------------------------------------------------------
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 as of 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,
including interest on income bearing cash accounts, 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
--------------------------------------------------------------------------------
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 $30,336 of class action settlements received by the
Fund during the six months ended June 30, 2000.
B. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareholders. Therefore, no federal income tax provision is required.
The characterization of distributions to shareholders for financial reporting
purposes is determined in accordance with federal income tax rules.
Therefore, the source of the Fund's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
paid-in capital, depending on the type of book/tax differences that may
exist.
C. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the Fund
and an indirect subsidiary of The Pioneer Group, Inc. (PGI), earned $126,167
in underwriting commissions on the sale of fund shares during the six months
ended June 30, 2000.
D. Class Allocations
Distribution fees are calculated based on the average daily net asset values
attributable to Class A, Class B and Class C shares of the Fund,
respectively. Class Y shares are not subject to a distribution plan.
Shareholders of each class share all expenses and fees paid to the transfer
agent, Pioneering Services Corporation (PSC), for their services, which are
allocated based on the number of accounts in each class and the ratable
allocation of related out-of-pocket expense (see Note 3). Income, common
expenses and realized and unrealized gains and losses are calculated at the
Fund level and allocated daily to all classes of shares based on their
respective percentage of adjusted net assets at the beginning of the day.
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.
22
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/00 (unaudited) (cont'd)
--------------------------------------------------------------------------------
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 June 30, 2000, $1,436,311 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 $596,171 in transfer agent fees payable to PSC at June 30,
2000.
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 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 $1,104,389 in distribution fees payable to PFD at June 30,
2000.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within one year of purchase. Class B shares
23
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
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 six months ended June 30, 2000, CDSCs in the amount of $4,674,479
were paid to PFD.
5. Expense Offsets
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the six
months ended June 30, 2000, the Fund's expenses were reduced by $324,688 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. For the six months ended June 30, 2000, the Fund
had no borrowings under this agreement.
7. Affiliated Companies
The Fund's investments in certain companies exceed 5% of the outstanding voting
stock. Such companies are deemed affiliates of the Fund for financial reporting
purposes. The following summarizes transactions with affiliates of the Fund as
of June 30, 2000:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Dividend
Purchases Sales Income Value
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Minerals Technologies, Inc. $ - $ - $102,200 $94,024,000
--------------------------------------------------------------------------------
</TABLE>
24
<PAGE>
Pioneer Growth Shares
--------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
--------------------------------------------------------------------------------
Officers Trustees
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Mary K. Bush President
Richard H. Egdahl, M.D. David D. Tripple, Executive Vice President
Margaret B.W. Graham Jeffrey B. Poppenhagen, Vice President
Marguerite A. Piret Eric W. Reckard, Treasurer
David D. Tripple Joseph P. Barri, Secretary
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneering Services Corporation
25
<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.
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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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RETIREMENT PLANS FROM PIONEER
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Pioneer has a long history of helping people work toward their retirement
goals, offering plans suited to the individual investor and businesses of all
sizes. For more information on Pioneer retirement plans, contact your
investment professional, or call Pioneer at 1-800-622-0176.
Individual Retirement Account (IRA)
An IRA is a tax-favored account that allows anyone under age 70 1/2 with earned
income to contribute up to $2,000 annually. Spouses may contribute up to $2,000
annually into a separate IRA, for a total of $4,000 per year for a married
couple. Earnings are tax-deferred, and contributions may be tax-deductible.
Roth IRA
The Roth IRA came about as part of the Taxpayer Relief Act of 1997 and became
available to investors in 1998. Contributions, up to $2,000 a year, are not
tax-deductible, but earnings are tax-free for qualified withdrawals.
401(k) Plan
The traditional 401(k) plan allows employees to make pre-tax contributions
through payroll deduction, up to $10,500 per year or 25% of pay, whichever is
less. Employers may contribute.
SIMPLE (Savings Incentive Match PLan for Employees)--IRA Plan
Businesses with 100 or fewer eligible employees can establish the plan; it
resembles the traditional 401(k), but has no administration costs. Employees
can make pre-tax contributions of up to $6,000 per year, and an employer
contribution is required.
403(b) Plan
Also known as a Tax-Sheltered Account (TSA), a 403(b) plan is available only to
employees of public schools, not-for-profit hospitals and certain other tax-
exempt organizations. A 403(b) plan lets employees set aside a portion of their
salary, before taxes, through payroll deduction.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
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RETIREMENT PLANS FROM PIONEER
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Simplified Employee Pension Plan (SEP)
SEPs let self-employed people and small-business owners make tax-deductible
contributions of up to 15% of their income. Generally, employers must
contribute the same percentage of pay for themselves and any eligible
employees; contributions are made directly to employees' IRAs. SEPs are easy to
administer and can be an especially good choice for firms with few or no
employees.
Profit Sharing Plan
Profit sharing plans offer companies considerable flexibility, allowing them to
decide each year whether a contribution will be made and how much, up to 15% of
each participant's pay. These plans can include provisions for loans and
vesting schedules.
Age-Weighted Profit Sharing Plan
Like traditional profit sharing plans, employer contributions are flexible, but
age-weighted plans allocate contributions based on both age and salary.
Age-weighted plans are designed for employers who want to maximize their own
contributions while keeping contributions to employees affordable.
Money Purchase Pension Plan (MPP)
Money purchase plans are similar to profit sharing plans, but allow for higher
annual contributions - up to 25% of pay. MPPs aren't as flexible as profit
sharing plans; a fixed percentage of pay must be contributed each year,
determined when the plan is established. Businesses often set up both MPPs and
profit sharing plans.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
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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:
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 8742-00-0800
Boston, Massachusetts 02109 (C) Pioneer Funds Distributor, Inc.
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