PIONEER GROWTH TRUST
N-30B-2, 1995-12-28
Previous: OPPENHEIMER QUEST GLOBAL VALUE FUND INC, 24F-2NT, 1995-12-28
Next: FIRST TRUST COMBINED SERIES 114, 485BPOS, 1995-12-28



<PAGE>

                                                            [PIONEER LOGO]

Pioneer 
Gold Shares 

ANNUAL REPORT 
OCTOBER 31, 1995 


<PAGE>
 
Dear Shareowners, 
- -------------------------------------------------------------------------------

Pioneer Gold Shares closed its sixth fiscal year on October 31, 1995. During 
the first six months of the period, gold-oriented investors had many reasons 
to feel good about their investment choice. In March, the U.S. dollar began a 
steep decline in value versus both the Japanese yen and German deutschemark. 
In reaction, investors' demand for gold rose, pushing up the price of gold 
bullion to as high as $395 an ounce. 

By the close of the fiscal year, however, enthusiasm for gold had cooled in 
the face of continued low inflation in most major nations. Strong U.S. stock 
markets and rapidly changing foreign currency exchange rates clouded gold 
markets. Global investors became disappointed by heavy forward selling by 
producers and gold's failure to break above the $400 per ounce mark. The 
disappointment helped drive down the price of gold, to $383 as of October 31, 
more than undoing gains gold-related stocks had made earlier in the year. 


                           How Your Fund Performed 

Because Pioneer Gold Shares' investment focus is on gold- mining companies, 
the Fund's performance tends to track gold prices. Accordingly, we report the 
following results for the 12 months ended October 31, 1995. 

For additional performance information, please turn to pages 3 and 4. 


                                 Class A Shares

(bullet)  Net asset value was $6.80 per share on October 31, 1995, versus $7.94
          per share one year earlier.

(bullet)  The Fund generated a 12-month total return of -14.36% at net asset
          value, -19.24% at maximum public offering price, reflecting the drop
          off in gold prices. The broad-based Standard &Poor's 500 Index posted
          a total return of 26.36% over the same period, reflecting the
          high-flying performance of the U.S. stock market. Total return
          reflects the change in share price, assuming the reinvestment of all
          distributions at net asset value.


                                 Class B Shares

(bullet)  Net asset value was $6.73 per share on October 31, 1995, versus $7.89
          per share one year earlier.

(bullet)  The Fund generated a 12-month total return of -14.70% assuming shares
          were held throughout the period and -18.11% if shares were redeemed,
          reflecting the drop off in gold prices. The broad-based Standard &
          Poor's 500 Index posted a total return of 26.36% over the same
          period, reflecting the high- flying performance of the U.S. stock
          market. Total return reflects the change in share price, assuming the
          reinvestment of all distributions.


                        Investment Emphasis Remains on 
                            Gold Mining Operations

Your Fund is designed to offer shareowners a convenient way to participate in 
the fortunes of the gold market. Accordingly, we focus primarily on 
investments in companies involved with the production and distribution of 
gold, typically mining operations. Investments tied to other precious metals 
have played a much smaller role, although we do take advantage of interesting 
opportunities related to silver or platinum. 

As a matter of management policy, the Fund stays as fully invested as is
practical, and temporary cash investments accounted for just over 10% of the
portfolio on October 31. By taking this approach, we believe we are able to
deliver the truly gold-oriented fund you expect. This strategy also means that
the Fund's price will tend to move quickly, up or down, in response to changes
or events that affect gold and gold-related companies.

When we look for investments, we look for value. Our research process for the
Fund is designed to identify high- quality, low-cost producers whose stock is
selling at a price below the value we think they truly offer. Companies in the
portfolio tend to be leaders in their market niche, with rich mineral resources
or access to them.


<PAGE>


The past year was one of incremental change to the portfolio. We trimmed
holdings in stocks that met our target prices, including Placer Dome,
Euro-Nevada Mining and Franco-Nevada Mining. We added to holdings in Santa Fe
Pacific and TVX. Newmont remains the Fund's largest position and continues to
show good rising production and profitability.

We added to holdings in Coeur d'Alene Mines and to the Fund's investments in
South Africa, including Vaal Reefs. Australia, 14% of the portfolio, continues
to offer attractive, resource-rich operations. Among these are renowned names
such as Homestake Gold of Australia and Newcrest Mining, major players in gold
extraction and production. The Fund also is invested in the resource-rich
Ashanti Goldfields Co., Ltd., the major, publicly traded gold mining company in
Ghana.


                                 Looking Ahead

We believe that supply and demand, the two major drivers of the gold market, 
are still in a position to support the price of gold, even if they do not 
propel it above $400 an ounce. Supply has been slow to increase, in part 
because of the lag time and capital investment required for mining operations 
to expand output. At the same time, demand has steadily risen, and held, 
above production levels. Gold for jewelry has been a significant draw, 
particularly in emerging nations. Even so, we think investors should expect 
gold to continue trading within a relatively tight range, as we saw occur 
over the past months. 

Our strategy for your Fund will remain focused on low-cost, high-quality
manufacturers of gold, with a smattering of other precious metals as
opportunities arise. We continue to believe that this will give shareowners
real value, and an effective way to participate in the gold market.

The following pages include the audited Schedule of Investments for the Fund,
along with financial statements, as of October 31, 1995. If you have any
questions about your investment in Pioneer Gold Shares, please contact your
investment representative, or call Pioneer at 1-800-225-6292. Thank you for
your support.


Respectfully, 


/S/ JOHN F. COGAN, JR.

John F. Cogan, Jr. 
Chairman and President, 
Pioneer Gold Shares 

December 8, 1995 

                                      2 

<PAGE>


                       GROWTH OF A $10,000 INVESTMENT* 

The following chart shows the growth of a $10,000 investment made in Pioneer 
Gold Shares Class A shares at public offering price on July 25, 1990, 
compared to the growth of the Standard & Poor's 500 Index+. 

[LINE CHART]

PIONEER GOLD SHARES CLASS A:
Average Annual Total Returns
(for periods ended October 31, 1995

                            Net Asset        Public Offering
Class A Shares                Value               Price
- --------------                -----               -----
Life of Fund (7/25/90)        0.62%               -0.49%
Five Years                    5.05                 3.80
Three Years                  10.57                 8.39
One Year                    -14.36               -19.24

7/31/90   9425    10000
10/31/90  7614     8619
1/31/91   6957     9844
4/30/91   7329    10823
7/31/91   7957    11280
10/31/91  7643    11507
1/31/92   7565    12073
4/30/92   6691    12344
7/31/92   7880    12719
10/31/92  7207    12649
1/31/93   6648    13349
4/30/93   9170    13481
7/31/93  11663    13824
10/31/93 10660    14533
1/31/94  11835    15060
4/30/94  10588    14199
7/31/94  10603    14541
10/31/94 11376    15095
1/31/95   9098    15413
4/30/95  10688    16672
7/31/95  11004    18326
10/31/95  9743    19074

Pioneer Gold Shares Class A
Standard & Poor's 500 Index

$20,000
 18,000
 16,000
 14,000
 12,000
 10,000
  8,000
  6,000

The Standard & Poor's (S&P) 500 Index is an unmanaged, capitalization-weighted
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 sales
charges, fees or expenses.

* Reflects deduction of the maximum 5.75% sales charge at the beginning of the 
  period and assumes reinvestment of all distributions at net asset value. 

+ Index comparisons begin July 31, 1990. 

Past performance does not guarantee future results. Return and principal 
fluctuate so that an investor's shares, when redeemed, may be worth more or 
less than their original cost. 



                                      3 

<PAGE>

                       GROWTH OF A $10,000 INVESTMENT* 

The following chart shows the growth of a $10,000 investment made in Pioneer 
Gold Shares Class B shares, compared to the growth of the Standard & Poor's 
500 Index. 

[LINE CHARD]

PIONEER GOLD SHARES CLASS B:
Average Annual Total Returns
(for periods ended October 31, 1995)

Class B Shares                     If Held             If Redeemed*
- --------------                     -------             -----------
Life of Fund (4/4/94)               -9.14%                -11.45%
One Year                           -14.70                 -18.11

4/30/94   10000   10000
5/31/94   10447   10124
6/30/94    9986    9928
7/31/94    9973   10241
8/31/94   10555   10626
9/30/94   11516   10414
10/31/94  10677   10631
11/30/94   9486   10211
12/31/94   9702   10412
1/31/95    8539   10665
2/28/95    8850   11049
3/31/95    9959   11422
4/30/95   10027   11742
5/31/95   10000   12168
6/30/95   10027   12509
7/31/95   10298   12907
8/31/95   10325   12903
9/30/95   10352   13500
10/31/95   8743   13433

$14,000
 13,000
 12,000
 11,000
 10,000
  9,000
  8,000

Pioneer Gold Shares Class B
Standard & Poor's 500 Index

The Standard & Poor's (S&P) 500 Index is an unmanaged, capitalization-weighted
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 sales
charges, fees or expenses.

* Reflects deduction of the maximum 4.0% contingent deferred sales charge at 
  the end of the period and assumes reinvestment of distributions. 

Past performance does not guarantee future results. Return and principal 
fluctuate so that an investor's shares, when redeemed, may be worth more or 
less than their original cost. 



                                      4 


<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
         SCHEDULE OF INVESTMENTS--PIONEER GOLD SHARES--October 31, 1995 
- -----------------------------------------------------------------------------------

    Shares                                                                Value 
- -------------                                                         ------------- 
<S>             <C>                                                   <C>
                                COMMON STOCKS--89.5%
                               PRECIOUS METALS--89.5%
                                  Australia--13.8%
      470,000   Gold Mines of Kalgoorlie Ltd.                          $   375,399 
      510,000   Homestake Gold of Australia Ltd.*                          737,106 
      282,200   Newcrest Mining Ltd.                                     1,159,197 
       42,500   Plutonic Resources Ltd.                                    193,975 
      250,000   Posgold Ltd.*                                              429,789 
      195,000   St. Barbara Mines Ltd.                                     118,667 
      119,000   Sons of Gwalia NL                                          588,392 
                                                                       ----------- 
                                                                       $ 3,602,525 
                                                                       ----------- 
                                    Canada--34.7% 
       60,000   Agnico-Eagle Mines Ltd.                                $   660,000 
       51,742   American Barrick Resources Corp.                         1,196,534 
      106,300   Cambior, Inc.                                            1,047,193 
       37,000   Echo Bay Mines Ltd.                                        333,000 
       12,500   Euro-Nevada Mining Corp.                                   413,569 
        7,250   Franco-Nevada Mining Corp., Ltd.                           393,494 
      100,900   Hemlo Gold Mines Inc.                                      832,425 
       40,000   Kinross Gold Corp.*                                        297,398 
       35,800   Pegasus Gold, Inc.                                         393,800 
       39,200   Placer Dome, Inc.                                          857,500 
       25,000   Prime Resources Group, Inc.*                               181,227 
       14,300   Rayrock Yellowknife Resources, Inc.*                       106,320 
       29,300   Teck Corp. (Class B)                                       539,164 
      175,200   TVX Gold Inc.*                                           1,138,800 
       66,600   Viceroy Resources Corp.*                                   259,963 
       63,900   Wharf Resources Ltd.                                       419,344 
                                                                       ----------- 
                                                                       $ 9,069,731 
                                                                       ----------- 
                                     Ghana--4.4% 
       65,000   Ashanti Goldfields Co., Ltd. (G.D.R.)                  $ 1,145,625 
                                                                       ----------- 
                                 Great Britain--2.2% 
       60,383   Johnson Matthey Plc                                    $   577,436 
                                                                       ----------- 
                                 South Africa--7.4% 
       35,000   Driefontein Consolidated Ltd. (A.D.R.)                 $   385,000 
       44,600   Free State Consolidated Gold Mines, Ltd. (A.D.R.)          420,912 
       33,000   Kloof Gold Mining Co., Ltd. (A.D.R.)                       309,375 
       15,289   Rustenberg Platinum Holdings Ltd. (A.D.R.)*                271,380 
       97,500   Vaal Reefs Exploration & Mining Co., Ltd. (A.D.R.)         554,531 
                                                                       ----------- 
                                                                       $ 1,941,198 
                                                                       ----------- 
                                United States--27.0% 
       51,600   AMAX Gold Inc.                                         $   290,250 
      129,000   Battle Mountain Gold Co.                                   983,625 
       53,000   Coeur d'Alene Mines Corp.                                  894,375 
       30,000   Firstmiss Gold Inc.                                        540,000 
       20,900   FMC Gold Co.                                                80,987 
       35,000   Freeport-McMoRan Copper & Gold Inc. (Class A)              800,625 
       31,095   Hecla Mining Co.*                                          229,326 
       59,900   Homestake Mining Co.                                       920,962 
       15,825   Newmont Gold Co.                                           569,700 
       24,088   Newmont Mining Corp.                                       909,322 
       84,000   Santa Fe Pacific Gold Corp.                                829,500 
                                                                       ----------- 
                                                                       $ 7,048,672 
                                                                       ----------- 
                   TOTAL PRECIOUS METALS                               $23,385,187 
                                                                       ----------- 
                   TOTAL COMMON STOCKS (Cost $24,329,156) (a)(b)       $23,385,187 
                                                                       ----------- 
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      5 

<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
    SCHEDULE OF INVESTMENTS--PIONEER GOLD SHARES--October 31, 1995--Continued 
- ---------------------------------------------------------------------------------------

  Principal 
    Amount                                                                    Value 
- -------------                                                             -------------
<S>             <C>                                                        <C>
                            TEMPORARY CASH INVESTMENTS--10.5% 
   $1,400,000   Commercial Credit Corp., 5.70%, 11/01/95                   $ 1,400,443 
    1,342,000   Ford Motor Credit Co., 5.78%, 11/02/95                       1,342,216 
                                                                           ----------- 
                TOTAL TEMPORARY CASH INVESTMENTS (Cost $2,742,000)         $ 2,742,659 
                                                                           ----------- 
                TOTAL INVESTMENT IN SECURITIES--100% (Cost $27,071,156)    $26,127,846 
                                                                           =========== 

  * Non-income producing security. 
(a) At October 31, 1995, the net unrealized loss on investments based on cost 
    for federal income tax purposes of $24,341,504 was as follows: 

                Aggregate gross unrealized gain for all investments in 
                  which there is an excess of value over tax cost          $ 2,664,781 
                Aggregate gross unrealized loss for all investments in 
                  which there is an excess of tax cost over value           (3,621,098) 
                                                                           ----------- 
                Net unrealized loss                                        $  (956,317) 
                                                                           =========== 
(b) At October 31, 1995, the Fund had a capital loss carryforward of $72,050 
    which will expire in the year 2001. 
- --------------------------------------------------------------------------------------
</TABLE>

Purchases and sales of securities (excluding temporary cash investments) for 
the year ended October 31, 1995 aggregated approximately $3,655,000 and 
$1,439,000, respectively. 


  The accompanying notes are an integral part of these financial statements.

                                      6 


<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                                       PIONEER GOLD SHARES 
                                 BALANCE SHEET--OCTOBER 31,1995 
- ------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>
ASSETS: 
 Investment in securities, at value (including temporary cash investments of 
  $2,742,659) 
  (cost $27,071,156; see Schedule of Investments and Note 1)                              $26,127,846 
 Cash                                                                                             852 
 Receivables-- 
  Trust shares sold                                                                           135,305 
  Dividends                                                                                    11,942 
 Other                                                                                         17,109 
                                                                                          ----------- 
   Total assets                                                                           $26,293,054 
                                                                                          ----------- 
LIABILITIES: 
 Payables-- 
  Trust shares repurchased                                                                $    49,878 
  Investment securities purchased                                                              14,375 
 Accrued expenses (Notes 2, 3 and 4)                                                           54,904 
                                                                                          ----------- 
   Total liabilities                                                                      $   119,157 
                                                                                          ----------- 
NET ASSETS: 
 Paid-in capital (Note 1)                                                                 $27,202,264 
 Accumulated net realized loss on investments (Note 1)                                        (84,398) 
 Net unrealized loss on investments (Note 1)                                                 (943,969) 
                                                                                          ----------- 
   Total net assets                                                                       $26,173,897 
                                                                                          =========== 
NET ASSET VALUE PER SHARE: 
Class A--(based on $24,411,993/3,588,062 shares of beneficial interest outstanding-- 
  unlimited number of shares authorized)                                                        $6.80 
                                                                                          =========== 
Class B--(based on $1,761,904/261,928 shares of beneficial interest outstanding-- 
  unlimited number of shares authorized)                                                        $6.73 
                                                                                          =========== 
MAXIMUM OFFERING PRICE: 
Class A                                                                                         $7.21 
                                                                                          =========== 
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      7 


<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
                                  PIONEER GOLD SHARES 
                                STATEMENT OF OPERATIONS 
                          FOR THE YEAR ENDED OCTOBER 31, 1995 
- -----------------------------------------------------------------------------------------
<S>                                                                <C>        <C>
INVESTMENT INCOME (Note 1): 
 Dividends (net of withholding tax of $30,713)                     $322,209 
 Interest                                                           106,972 
                                                                   -------- 
   Total investment income                                                    $   429,181 
                                                                              ----------- 
EXPENSES: 
 Management fees (Note 2)                                          $174,094 
 Distribution fees (Note 4) 
  Class A                                                            55,852 
  Class B                                                            14,660 
 Transfer agent fees (Note 3) 
  Class A                                                            79,620 
  Class B                                                             5,432 
 Registration fees                                                   71,158 
 Professional fees                                                   37,315 
 Accounting (Note 2)                                                 87,885 
 Custodian fees                                                      16,075 
 Fees and expenses of nonaffiliated trustees                         12,302 
 Printing                                                            48,185 
 Miscellaneous                                                       21,289 
                                                                   -------- 
   Total expenses                                                             $   623,867 
   Less fees paid indirectly (Note 5)                                              (3,958) 
   Less management fees waived and expenses assumed by 
     Pioneering Management Corporation (Note 2)                                  (139,498) 
                                                                              ----------- 
   Net expenses                                                               $   480,411 
                                                                              ----------- 
   Net investment loss                                                        $   (51,230) 
                                                                              ----------- 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: 
 Net realized gain on investments (Note 1)                                    $    6,397 
 Change in net unrealized gain on investments                                  (4,123,733) 
                                                                              ----------- 
 Net loss on investments                                                      $(4,117,336) 
                                                                              ----------- 
   Net decrease in net assets resulting from operations                       $(4,168,566) 
                                                                              =========== 
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      8 


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                       PIONEER GOLD SHARES 
                               STATEMENTS OF CHANGES IN NET ASSETS 
                          FOR THE YEARS ENDED OCTOBER 31, 1995 AND 1994 
- ---------------------------------------------------------------------------------------------------------

                                                                                 1995           1994 
                                                                             ------------   ------------ 
<S>                                                                          <C>            <C>
FROM OPERATIONS: 
 Net investment loss                                                         $    (51,230)  $    (89,040) 
 Net realized gain on investments and foreign currency related 
  transactions                                                                      6,397        113,251 
 Change in net unrealized gain on investments                                  (4,123,733)       897,002 
                                                                             ------------   ------------ 
   Net increase (decrease) in net assets resulting from operations           $ (4,168,566)  $   921,213 
                                                                             ------------   ------------ 
FROM TRUST SHARE TRANSACTIONS: 
 Net proceeds from sale of shares                                            $ 18,503,183   $ 26,462,253 
 Cost of shares repurchased                                                   (15,279,791)   (14,321,485) 
                                                                             ------------   ------------ 
   Increase in net assets resulting from trust share transactions            $  3,223,392   $ 12,140,768 
                                                                             ------------   ------------ 
   Net increase (decrease) in net assets                                     $   (945,174)  $ 13,061,981 

NET ASSETS: 
 Beginning of year                                                             27,119,071     14,057,090 
                                                                             ------------   ------------ 
 End of year                                                                 $ 26,173,897   $ 27,119,071 
                                                                             ============   ============ 

</TABLE>

<TABLE>
<CAPTION>
                                   YEAR ENDED                   YEAR ENDED 
                                OCTOBER 31, 1995             OCTOBER 31,1994 
                           --------------------------   -------------------------- 
                             Shares        Amount         Shares        Amount 
                           ------------  ------------   ------------ ------------- 
<S>                        <C>           <C>            <C>           <C>
CLASS A 
 Shares sold                2,085,125    $ 15,212,360    3,192,531    $ 25,169,438 
 Less shares repurchased   (1,793,566)    (13,045,144)  (1,784,885)    (13,969,554) 
                           ----------    ------------   ----------    ------------ 
 Net increase                 291,559    $  2,167,216    1,407,646    $ 11,199,884 
                           ==========    ============   ==========    ============ 

CLASS B* 
 Shares sold                  443,501    $  3,290,823      164,903    $  1,292,815 
 Less shares repurchased     (302,063)     (2,234,647)     (44,413)       (351,931) 
                           ----------    ------------   ----------    ------------ 
 Net increase                 141,438    $  1,056,176      120,490    $    940,884 
                           ==========    ============   ==========    ============ 
</TABLE>


* Class B shares were first publicly offered on April 4, 1994. 


  The accompanying notes are an integral part of these financial statements.

                                      9 


<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                  PIONEER GOLD SHARES 
                                                  FINANCIAL HIGHLIGHTS 
                            SELECTED DATA FOR A SHARE OUTSTANDING FOR THE PERIODS PRESENTED 
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                                   JULY 25, 
                                                                       FOR THE YEARS ENDED OCTOBER 31,             1990 TO 
                                                             ---------------------------------------------------  OCTOBER 31, 
                                                               1995        1994      1993      1992       1991       1990 
                                                             --------    --------  --------  --------   --------   --------
<S>                                                          <C>         <C>       <C>       <C>        <C>        <C>
CLASS A 
Net asset value, beginning of period                         $  7.94     $  7.44   $  5.03   $  5.35    $  5.33    $  6.50 
                                                             -------     -------   -------   -------    -------    ------- 
Increase (decrease) from investment operations: 
 Net investment income (loss)                                $ (0.01)    $ (0.03)  $ (0.03)  $ (0.02)   $  0.01    $ (0.14) 
   
 Net realized and unrealized gain (loss) on investments and 
   foreign currency related transactions                       (1.13)       0.53      2.44     (0.28)      0.01      (1.03) 
                                                             -------     -------   -------   -------    -------    ------- 
   Net increase (decrease) from investment operations        $ (1.14)    $  0.50   $  2.41   $ (0.30)   $  0.02    $ (1.17) 
                                                             -------     -------   -------   -------    -------    ------- 
Distribution to shareholders from: 
 Net investment income                                           --          --        --      (0.02)       --         -- 
Net increase (decrease) in net asset value                   $ (1.14)    $  0.50   $  2.41   $ (0.32)   $  0.02    $ (1.17) 
                                                             -------     -------   -------   -------    -------    ------- 
Net asset value, end of period                               $  6.80     $  7.94   $  7.44   $  5.03    $  5.35    $  5.33 
                                                             =======     =======   =======   =======    =======    ======= 
Total return*                                                 (14.36%)      6.72%    47.91%    (5.70%)     0.38%    (18.00%) 
Ratio of net operating expenses to average net assets           1.76%+      1.75%     1.75%     1.75%      1.75%      9.21%** 
Ratio of net investment income (loss) to average net assets    (0.16%)+    (0.40%)   (0.52%)   (0.35%)     0.18%     (6.31%)** 
Portfolio turnover rate                                         5.79%       2.86%     6.00%     4.00 %    10.00%     15.00%** 
Net assets, end of period (in thousands)                     $24,412     $26,168   $14,057   $ 3,461    $ 1,800    $ 1,399 
Ratios assuming no waiver of management fees or assumption 
  of expenses by PMC and no reduction for fees paid 
  indirectly: 
  Net operating expenses                                        2.28%       2.14%     3.23%     6.62%     10.97%       -- 
  Net investment loss                                          (0.68%)     (0.79%)   (2.00%)   (5.22%)    (9.04%)      -- 
Ratios assuming waiver of management fees and assumption of 
  expenses by PMC and reduction for fees paid indirectly: 
  Net operating expenses                                        1.75%         --       --        --         --         -- 
  Net investment loss                                          (0.15%)        --       --        --         --         -- 
</TABLE>


 + Ratios include fees paid indirectly. 
 * 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. 


  The accompanying notes are an integral part of these financial statements.

                                      10 

<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                PIONEER GOLD SHARES 
                                               FINANCIAL HIGHLIGHTS 
                     SELECTED DATA FOR A SHARE OUTSTANDING FOR THE PERIODS PRESENTED (CONTINUED) 
- --------------------------------------------------------------------------------------------------------------------------

                                                                                              Year             April 4, 
                                                                                             Ended              1994 to 
                                                                                           October 31,        October 31, 
                                                                                              1995               1994 
                                                                                          ------------       ------------ 
<S>                                                                                         <C>                 <C>
CLASS B 
Net asset value, beginning of period                                                        $  7.89             $ 7.83 
                                                                                            -------             ------ 
Increase (decrease) from investment operations: 
 Net investment loss                                                                        $ (0.05)            $(0.03) 
 Net realized and unrealized gain (loss) on investments and foreign currency
   related transactions                                                                       (1.11)              0.09 
                                                                                            -------             ------ 
Net increase (decrease) in net asset value                                                  $ (1.16)            $ 0.06 
                                                                                            -------             ------ 
Net asset value, end of period                                                              $  6.73             $ 7.89 
                                                                                            =======             ====== 
Total return*                                                                                (14.70%)             0.77% 
Ratio of net operating expenses to average net assets                                          2.57%+             2.67%** 
Ratio of net investment loss to average net assets                                            (1.01%)+           (1.42%)** 
Portfolio turnover rate                                                                        5.79%              2.86% 
Net assets, end of period (in thousands)                                                    $ 1,762             $  951 
Ratios assuming no waiver of management fees or assumption of expenses by PMC
  and no reduction for fees paid indirectly: 
  Net operating expenses                                                                       3.12%              2.79% 
  Net investment loss                                                                         (1.56%)            (1.54%) 
Ratios assuming waiver of management fees and assumption of expenses by PMC and
  reduction for fees paid indirectly: 
    Net operating expenses                                                                     2.53%               -- 
    Net investment loss                                                                       (0.97%)              -- 
   
</TABLE>


 + Ratios include fees paid indirectly. 
 * 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. 


  The accompanying notes are an integral part of these financial statements.

                                      11 

<PAGE>

NOTES TO FINANCIAL STATEMENTS -- October 31, 1995
- -------------------------------------------------------------------------------

1. Pioneer Gold Shares (the Fund), one of three funds that composes Pioneer 
Growth Trust, is a Massachusetts business trust registered under the 
Investment Company Act of 1940 as a diversified, open-end management 
investment company. 

   The Board of Trustees (the Trustees) has authorized the issuance of two 
share classes of the Fund, designated as Class A and Class B shares. Class B 
shares were first publicly offered on April 4, 1994. Shares issued and 
outstanding prior to April 4, 1994 were designated as Class A shares. The 
shares of each class represent an interest in the same portfolio of 
investments of the Fund and have equal rights to voting, redemptions, 
dividends and liquidation, except that each class of shares can bear 
different transfer agent and distribution fees and have exclusive voting 
rights with respect to the distribution plans that have been adopted by 
shareholders of Class A and Class B shares, respectively. 

   The following is a summary of significant accounting policies consistently 
followed by the Fund, which are in conformity with those generally accepted 
in the investment company industry: 

        A. Security Valuation--Security transactions are recorded on trade
     date. Each day, securities are valued at the last sale price on the
     principal exchange where they are traded. Securities that have not traded
     on the date of valuation, or securities for which sale prices are not
     generally reported, are valued at the mean between the last bid and asked
     prices. Securities for which market quotations are not readily available
     are valued at their fair values as determined by, or under the direction
     of, the Trustees. Temporary cash investments are valued at amortized cost
     plus accrued interest, which approximates value. Dividend income is
     recorded on the ex-dividend date and interest income is recorded on the
     accrual basis.

        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.

        B. Foreign Currency Translation--The books and records of the Fund are
     maintained in U.S. dollars. Amounts denominated in foreign currencies are
     translated into U.S. dollars using current exchange rates.

        Net realized gains and losses on foreign currency transactions
     represent, among other things, the net realized gains and losses on
     foreign currency contracts, disposition of foreign currencies and the
     difference between the amount of income accrued and the U.S. dollar
     actually received. Further, the effects of changes in foreign currency
     exchange rates on investments are not segregated in the statement of
     operations from the effects of changes in market price of those securities
     but are included with the net realized and unrealized gain or loss on
     investments.

        C. Federal 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.

        The Fund has reclassified from net investment loss $48,937 and $2,293
     to paid-in capital and accumulated net realized loss on investments,
     respectively. This 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.

        D. Trust Shares--The Fund records sales and repurchases of its trust
     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 $31,818 in underwriting commissions on the sale of
     the Fund's trust shares dur-

                                      12 

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)
- -------------------------------------------------------------------------------

     ing the year ended October 31, 1995. Distributions to shareholders are
     recorded as of the ex-dividend date. Dividends paid by the Fund, if any,
     with respect to each class of shares are calculated in the same manner, at
     the same time, on the same day and in the same amount, except that Class A
     and Class B shares bear different transfer agent and distribution fees.


        E. Class Allocations--Distribution expenses are calculated based on the
     average daily net asset value attributable to Class A and Class B shares
     of the Fund, respectively. Shareholders of Class A and Class B share all
     expenses and fees paid to the transfer agent, Pioneering Services
     Corporation (PSC), for their services, which are allocated based on 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 (losses) are calculated at the Fund level and
     allocated daily to each class of shares based on the respective percentage
     of adjusted net assets at the beginning of the day.

        F. Reclassification--Certain prior year amounts have been reclassified
     to be consistent with current year presentation.

2. Pioneering Management Corporation (PMC), the Fund's investment adviser, 
manages the Fund's portfolio and is a wholly owned subsidiary of PGI. 
Management fees are calculated daily at the annual rate of 0.65% of the 
Fund's average daily net assets up to $300 million; 0.60% of the next $200 
million; 0.50% of the next $500 million; and 0.45% of the excess over $1 
billion. 

   PMC has agreed not to impose a portion of its management fee and to assume 
other operating expenses of the Fund to the extent necessary to limit Class A 
expenses to 1.75% of the average daily net assets attributable to Class A 
shares; the portion of the Fund-wide expenses attributable to Class B shares 
will be reduced only to the extent that such expenses are reduced for Class A 
shares. 

   In addition, under the management agreement, certain other services and 
costs, including accounting, regulatory reporting and insurance premiums, are 
paid by the Fund. Included in accrued expenses is $6,732 in accounting fees 
payable to PMC at October 31, 1995. 

3. PSC, a wholly owned subsidiary of PGI, provides substantially all transfer 
agent and shareholder services to the Fund at negotiated rates. Included in 
accrued expenses is $8,844 in transfer agent fees payable to PSC at October 
31, 1995. 

4. The Fund adopted a Plan of Distribution for Class A shares (Class A Plan) 
and Class B shares (Class B Plan) in accordance with Rule 12b-1 of the 
Investment Company Act of 1940. These plans allow for Class A shares and 
Class B shares to reimburse and compensate PFD for providing varying levels 
of distribution services and other account maintenance services. The Class A 
Plan and Class B Plan provide for reimbursement of PFD's distribution 
services in an amount up to 0.25% and 0.75%, respectively, of the average 
daily net assets of the respective classes of shares. The Fund may also 
compensate PFD for additional services in an amount up to 0.25% of the Fund's 
average daily net assets attributable to Class B shares. Included in accrued 
expenses is $7,067 in distribution fees payable to PFD at October 31, 1995. 

   In addition, Class B shares that are redeemed within six years of purchase 
are subject to a contingent deferred sales charge (CDSC) at declining rates 
beginning at 4.0% based on the lower of cost or market value of shares being 
redeemed. Proceeds from the CDSC are paid to PFD. For the year ended October 
31, 1995, CDSC in the amount of $5,311 was paid to PFD. 

5. The Fund has entered into certain expense offset arrangements resulting in 
a reduction of the Fund's total expenses. For the year ended October 31, 
1995, fees paid indirectly through such offset arrangements were $3,958. 

                                      13

<PAGE>

- -------------------------------------------------------------------------------
TRUSTEES' FEES, PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP OF TRUSTEES AND
OFFICERS (UNAUDITED)
- -------------------------------------------------------------------------------

The aggregate direct remuneration paid by the Fund to nonaffiliated trustees 
and officers during the year ended October 31, 1995 was approximately $9,000, 
plus expenses incurred in attending trustees meetings of approximately 
$3,000. Fees of trustees who are affiliated with or "interested persons" of 
Pioneering Management Corporation and Pioneer Funds Distributor, Inc., the 
investment adviser and principal underwriter, respectively, of the Fund 
(approximately $300 in 1995), are reimbursed to the Fund by Pioneering 
Management Corporation in accordance with the management contract with the 
Fund. At October 31, 1995, the trustees and officers of the Fund owned 
beneficially 39,413 Class A shares of the Fund (approximately 1.10% of the 
outstanding Class A shares). The Pioneer Group, Inc., the parent company of 
Pioneering Management Corporation and Pioneer Funds Distributor, Inc., is a 
publicly held corporation of which Mr. Cogan, Chairman and President of the 
Fund, owned approximately 15% of the outstanding shares of capital stock at 
October 31, 1995. 



                                      14 

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTS
- -------------------------------------------------------------------------------

TO THE SHAREHOLDERS AND THE BOARD OF TRUSTEES OF PIONEER GOLD SHARES: 

    We have audited the accompanying balance sheet of Pioneer Gold Shares 
(one of three funds that composes Pioneer Growth Trust) including the 
schedule of investments, as of October 31, 1995, and the related statement of 
operations, statements of changes in net assets and 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 October 31, 1995 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 Gold Shares as of October 31, 1995, the results of its 
operations, the changes in its net assets and financial highlights for the 
periods presented, in conformity with generally accepted accounting 
principles. 


Boston, Massachusetts                                     ARTHUR ANDERSEN LLP
November 27, 1995 

                                      15 

<PAGE>

                              PIONEER GOLD SHARES
                                60 State Street
                                Boston, MA 02109

OFFICERS 
JOHN F. COGAN, JR., Chairman and President 
DAVID D. TRIPPLE, Executive Vice President 
WILLIAM H. KEOUGH, Treasurer 
JOSEPH P. BARRI, Secretary 

TRUSTEES 
JOHN F. COGAN, JR.                           MARGUERITE A. PIRET
RICHARD H. EGDAHL, M.D.                      DAVID D. TRIPPLE
MARGARET B.W. GRAHAM                         STEPHEN K. WEST
JOHN W. KENDRICK                             JOHN WINTHROP

INVESTMENT ADVISER                           PRINCIPAL UNDERWRITER
PIONEERING MANAGEMENT                        PIONEER FUNDS
CORPORATION                                  DISTRIBUTOR, INC.

CUSTODIAN 
BROWN BROTHERS HARRIMAN & CO. 

INDEPENDENT PUBLIC                           LEGAL COUNSEL 
ACCOUNTANTS                                  HALE AND DORR 
ARTHUR ANDERSEN LLP 

SHAREHOLDER SERVICES AND TRANSFER AGENT 
PIONEERING SERVICES CORPORATION 
60 State Street 
Boston, Massachusetts 02109 


Please call Pioneer for information on: 
Existing accounts, new accounts, 
prospectuses, applications 
and service forms                            1-800-225-6292 
Fund yields and prices                       1-800-225-4321 
Toll-free fax                                1-800-225-4240 
Retirement plans                             1-800-622-0176 
Telecommunications Device 
for the Deaf (TDD)                           1-800-225-1997 


When distributed to persons who are not shareowners of the Fund, this report 
must be accompanied by an official prospectus, which discusses the 
objectives, policies, sales charges and other information about the Fund. 



1295-2923 
(c)Pioneer Funds Distributor, Inc.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission