<PAGE>
[PIONEER LOGO]
Pioneer Gold Shares
-------------------------
SEMIANNUAL REPORT 4/30/98
-------------------------
<PAGE>
Table of Contents
- --------------------------------------------------------------------------------
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 6
Schedule of Investments 9
Financial Statements 11
Notes to Financial Statements 17
Report of Independent Public Accountants 23
Results of Shareowner Meetings 24
Trustees, Officers and Service Providers 26
Retirement Plans from Pioneer 27
Programs and Services for Pioneer Shareowners 28
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
LETTER FROM THE CHAIRMAN 4/30/98
- --------------------------------------------------------------------------------
Dear Shareowner,
- --------------------------------------------------------------------------------
I am pleased to introduce this report for Pioneer Gold Shares, covering the
semiannual period ended April 30, 1998. I thank you for your investment with
Pioneer, and appreciate this opportunity to comment briefly on today's
environment for gold-related investments.
Over the past six months, gold prices offered a good example of how global
today's markets have become. Asia's sudden and severe problems with economies
and currencies, questions about the new European Central Bank's gold reserve
requirements, record-setting bull markets in Europe and the United States, and
low inflation around the world combined to dull investors' appetite for gold.
However, we also saw evidence of how quickly gold prices can respond when
confidence increases. As we approached the European Central Bank's May 2
meeting to define its structure and policies, gold rallied and many
gold-related stocks posted impressive gains. Even though gold prices retreated
when the Bank did not address gold reserves at the meeting, they did not give
back all of the recent gains. We find this encouraging, and believe the stage
is set for gold to strengthen. We still think gold can play an important role
in a diversified investment portfolio, and your Fund offers a convenient,
affordable way to participate in the gold sector.
I encourage you to read on to learn more about Pioneer Gold Shares and your
investment team's strategy and recent success. If you have questions about your
Fund, please contact your investment professional, or call Pioneer at
1-800-225-6292.
Respectfully,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.,
Chairman and President
1
<PAGE>
Pioneer Gold Shares
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PORTFOLIO SUMMARY 4/30/98
- --------------------------------------------------------------------------------
Portfolio Diversification
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[The following information was represented by a pie chart in the printed
materials.]
International Common Stocks - 48%
U.S. Common Stocks - 29%
Depositary Receipts for International Stocks - 16%
Short-Term Cash Equivalents - 7%
Geographical Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[The following information was represented by a pie chart in the printed
materials.]
Canada - 42%
United States - 31%
Australia - 13%
South Africa - 11%
Ghana - 3%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
1. Placer Dome, Inc. 7.93% 6. TVX Gold Inc. 4.81%
- --------------------------------------------------------------------------------
2. Newmont Mining Corp. 7.91 7. Normandy Mining Ltd. 4.76
- --------------------------------------------------------------------------------
3. Getchell Gold Corp. 5.69 8. Barrick Gold Corp. 4.68
- --------------------------------------------------------------------------------
4. Kinross Gold Ltd. 5.14 9. Freeport-McMoRan Copper 4.67
& Gold Inc.
- --------------------------------------------------------------------------------
5. Lihir Gold Ltd. 4.98 10. Battle Mountain Gold Co. 4.59
(Sponsored A.D.R.)
- --------------------------------------------------------------------------------
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 4/30/98 CLASS A SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 4/30/98 10/31/97
$5.56 $5.77
Distributions per Share Income Short-Term Long-Term
(10/31/97 - 4/30/98) Dividends Capital Gains Capital Gains
-- -- --
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Gold Shares at public offering price, compared to the growth of the
Standard & Poor's 500 Index.
- ----------------------------------------------------
Average Annual Total Returns
(As of April 30, 1998)
Net Asset Public Offering
Period Value Price*
Life-of-Fund -2.00% -2.74%
(7/25/90)
5 Years -2.54 -3.69
1 Year -14.98 -19.88
- ----------------------------------------------------
* Reflects deduction of the maximum 5.75% sales charge at the beginning of
the period and assumes reinvestment of distributions at net asset value.
[The information below was represented by a line graph in the printed
materials.]
Growth of $10,000
- --------------------------------------------------------------------------------
Pioneer Gold Shares* Standard & Poor's
500 Index
- --------------------------------------------------------------------------------
7/25/90 9425 10000
- --------------------------------------------------------------------------------
7614 8597
- --------------------------------------------------------------------------------
4/30/91 7329 10794
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7643 11477
- --------------------------------------------------------------------------------
4/03/92 6691 12311
- --------------------------------------------------------------------------------
7207 12616
- --------------------------------------------------------------------------------
4/30/93 9170 13446
- --------------------------------------------------------------------------------
10660 14494
- --------------------------------------------------------------------------------
4/30/94 10588 14162
- --------------------------------------------------------------------------------
11376 15055
- --------------------------------------------------------------------------------
4/30/95 10688 16628
- --------------------------------------------------------------------------------
9743 19023
- --------------------------------------------------------------------------------
4/30/96 12680 21639
- --------------------------------------------------------------------------------
11190 23593
- --------------------------------------------------------------------------------
4/30/97 9482 27073
- --------------------------------------------------------------------------------
8366 31168
- --------------------------------------------------------------------------------
4/30/98 8061 38170
- --------------------------------------------------------------------------------
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the Over-the-Counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than
their original cost.
3
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 4/30/98 CLASS B SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 4/30/98 10/31/97
$5.38 $5.61
Distributions per Share Income Short-Term Long-Term
(10/31/97 - 4/30/98) Dividends Capital Gains Capital Gains
-- -- --
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Gold Shares, compared to the growth of the Standard & Poor's 500
Index.
- ----------------------------------------------------
Average Annual Total Returns
(As of April 30, 1998)
If If
Period Held Redeemed*
Life-of-Fund -8.54% -8.98%
(4/4/94)
1 Year -15.67 -19.05
- ----------------------------------------------------
* 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.
[The information below was represented by a line graph in the printed
materials.]
Growth of $10,000
- --------------------------------------------------------------------------------
Pioneer Gold Shares* Standard & Poor's
500 Index
- --------------------------------------------------------------------------------
4/4/94 10000 10000
- --------------------------------------------------------------------------------
4/94 9438 10273
- --------------------------------------------------------------------------------
9413 10521
- --------------------------------------------------------------------------------
10/04 10077 10921
- --------------------------------------------------------------------------------
8059 10956
- --------------------------------------------------------------------------------
4/95 9464 12062
- --------------------------------------------------------------------------------
9719 13259
- --------------------------------------------------------------------------------
10/95 8595 13800
- --------------------------------------------------------------------------------
11111 15181
- --------------------------------------------------------------------------------
4/96 11124 15697
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9974 15443
- --------------------------------------------------------------------------------
10/96 9770 17115
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9049 19176
- --------------------------------------------------------------------------------
4/97 8248 19639
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7924 23490
- --------------------------------------------------------------------------------
10/97 7252 22610
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6140 24332
- --------------------------------------------------------------------------------
4/98 6818 27689
- --------------------------------------------------------------------------------
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the Over-the-Counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than
their original cost.
4
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 4/30/98 CLASS C SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 4/30/98 10/31/97
$5.38 $5.62
Distributions per Share Income Short-Term Long-Term
(10/31/97 - 4/30/98) Dividends Capital Gains Capital Gains
-- -- --
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Gold Shares, compared to the growth of the Standard & Poor's 500
Index.
- ----------------------------------------------------
Average Annual Total Returns
(As of April 30, 1998)
If If
Period Held Redeemed*
Life-of-Fund -18.80% -18.80%
(1/31/96)
1 Year -15.67 -15.67
- ----------------------------------------------------
* Assumes reinvestment of distributions. The 1% contingent deferred sales charge
(CDSC) applies to investments sold within one year of purchase.
[The information below was represented by a line graph in the printed
materials.]
Growth of $10,000
- --------------------------------------------------------------------------------
Pioneer Gold Shares* Standard & Poor's
500 Index
- --------------------------------------------------------------------------------
1/31/96 10000 10000
- --------------------------------------------------------------------------------
4/96 10000 10340
- --------------------------------------------------------------------------------
7/96 8966 10172
- --------------------------------------------------------------------------------
10/96 8793 11274
- --------------------------------------------------------------------------------
1/97 8144 12632
- --------------------------------------------------------------------------------
4/97 7423 12937
- --------------------------------------------------------------------------------
7/97 7132 15473
- --------------------------------------------------------------------------------
10/97 6539 14894
- --------------------------------------------------------------------------------
1/98 5526 16028
- --------------------------------------------------------------------------------
4/98 6259 18240
- --------------------------------------------------------------------------------
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the Over-the-Counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than
their original cost.
5
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 4/30/98
- --------------------------------------------------------------------------------
Dear Shareowner,
- --------------------------------------------------------------------------------
On behalf of our investment team, I would like to thank you for investing with
Pioneer and for this opportunity to discuss your Fund. The past four months were
encouraging for Pioneer Gold Shares. Since 1998 began, your Fund's Class A
Shares gained 18.55% at net asset value. However impressive, though, this
comeback could not offset losses suffered at the end of calendar year 1997. The
Fund finished its six-month fiscal period - October 31 through April 30 with a
loss of 3.64% for Class A Shares at net asset value. Class B and Class C Shares
posted a loss of 4.10% and 4.27%, respectively.
It was a difficult period sector-wide. Of the 44 gold-oriented funds tracked by
Lipper Analytical Services, Inc., the average fund in the group posted a 3.03%
loss for the six months. (Lipper Analytical is an independent firm that tracks
mutual fund performance.)
Gold's Glitter Shadowed
The price of gold continued to tread in record-low waters, falling to an 18-year
low of $278.15 per ounce in mid-January. When investors finally turned their
attention to gold, its price rose, closing at $306.65 on April 30. The
long-running bull market in Europe and the United States has pulled investors
away from specialty investments such as gold. Asian appetite for gold stalled in
light of the region's economic turmoil and currency devaluations. What's more,
other factors that typically stimulate demand for gold - increasing inflation
and rising interest rates - are not present in today's global economy. In
addition, the European Union's silence on its gold policy made investors wary.
For the most part, Fund holdings and gold-related investments followed their
well-worn path, falling hard as bullion prices declined and rising sharply when
they showed signs of improvement. The chart on the following page details the
relationship between the price of gold, and the performance of an average gold
fund, represented by Lipper's gold fund category. Notice that small movements in
the price of gold have resulted in dramatic shifts in the performance of
gold-related investments.
6
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Changes in Price: Gold vs. Average Gold Fund
5/31/97-4/30/98
Monthly Rate of Change
[GRAPHIC OMITTED]
Sources: Lipper Analytical Services, Inc.; Bloomberg.
- --------------------------------------------------------------------------------
Although there are many variables that affect Fund performance, the price of
gold plays a significant role.
Investing in a narrow sector of the stock market - such as the gold industry -
can be volatile. As the chart shows, you gain the potential for both rapid
appreciation and heightened volatility.
Disciplined Buy and Sell
Approach to Stocks
Diversification is important to your Fund. While exposure to the price of gold
is part of the Fund's basic nature, we try to minimize the portfolio's exposure
to stock-specific downturns. During the period, we continued to spread out Fund
holdings by decreasing the size of the largest positions. Most notably, we
reduced the stake in Newmont Mining from 17.37% to 7.91% of equity holdings.
Getchell Gold, whose stock underperformed, was also downsized from 8.61% to
5.69% of holdings.
Further, we continued to emphasize established companies with known reserves and
multiple mining operations. This strategy worked. In these tough times for gold
companies, weak and small firms with high exploration expenses are choked with
costs, and larger, more cost-efficient companies should have the upper hand.
Prime Resources Group, a low-cost gold producer, pumped out a 17.88% return over
the semiannual period, with help from its silver mines. Lihir Gold mines gold,
oxide and sulphide ores on Lihir Island off the coast of Papua New Guinea. Its
stock rallied up 28.64% in the period when it was singled out as a possible
takeover target. We made room for these brighter prospects by selling Echo Bay
Mines, whose stock posted lack-luster results, and Amax Gold, which was heavily
weighted with debt. TVX Gold slid, disappointingly, down 4.41% over the period.
7
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 4/30/98 (continued)
- --------------------------------------------------------------------------------
Generally, Australian and South African holdings led the Fund's performance over
the past six months. The South African and Australian companies in the portfolio
are more leveraged to the price of gold because of higher production costs. This
works well to boost profits when gold rises, but can be costly in a declining
market. Australian holdings moved up from both appreciation and additional
investments to account for 13% of equity holdings on April 30. South Africa and
Ghana also increased their place in the portfolio to 11% and 3%, respectively.
Outlook
The next time we report to you, we hope to discuss the European Union's gold
policy. The decision on how much gold its central bank will hold in reserves
will clearly have an impact on gold prices. This news, we believe, should remove
uncertainty regarding gold's supply and demand. For now, the market waits with
anticipation, and low inflation and strong equity markets keep a weighted hand
on gold. We think a careful approach to selecting high-quality companies at
reasonable prices still offers the best potential for long-term results. Thank
you for investing with Pioneer.
Respectfully,
/s/ Michael Bradshaw
Michael Bradshaw,
Portfolio Manager
8
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/98
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
COMMON STOCKS -- 92.6%
Precious Metals - 92.6%
Australia - 12.1%
152,400 Lihir Gold Ltd.* $ 265,406
47,100 Lihir Gold Ltd. (Sponsored A.D.R.)* 1,666,163
287,700 Newcrest Mining Ltd.* 525,427
1,425,579 Normandy Mining Ltd. 1,590,016
110,000 Sons of Gwalia NL 339,365
--------------
$ 4,386,377
--------------
Canada - 38.8%
48,000 Agnico-Eagle Mines Ltd. $ 348,000
69,742 Barrick Gold Corp. 1,564,836
163,000 Cambior, Inc. 1,282,507
76,800 Euro-Nevada Mining Corp. 1,382,599
53,500 Franco-Nevada Mining Corp. Ltd. 1,309,120
375,000 Kinross Gold Ltd.* 1,717,237
179,800 Placer Dome, Inc. 2,652,050
143,000 Prime Resource Group, Inc. 1,084,735
49,300 Teck Corp. (Class B) 720,362
396,650 TVX Gold Inc.* 1,609,265
177,400 Viceroy Resources Corp.* 347,271
--------------
$ 14,017,982
--------------
Ghana - 2.9%
105,000 Ashanti Goldfields Co., Ltd. (G.D.R.) $ 1,036,875
--------------
South Africa - 10.2%
15,915 Anglo American Platinum Corp. (A.D.R.) $ 252,650
263,600 Anglogold Ltd. (A.D.R.) 1,334,475
93,900 Driefontein Consolidated Ltd. (Sponsored A.D.R.) 633,825
39,600 Free State Consolidated Gold Mines, Ltd. (A.D.R.) 225,225
64,500 Gold Fields Ltd.* 497,725
98,147 Gold Fields Ltd. (Sponsored A.D.R.)* 733,649
--------------
$ 3,677,549
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 9
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/98 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
United States - 28.6%
213,736 Battle Mountain Gold Co. $ 1,536,228
14,500 Coeur d'Alene Mines Corp.* 169,469
87,600 Freeport-McMoRan Copper & Gold Inc. 1,560,375
77,250 Getchell Gold Corp.* 1,902,281
160,095 Hecla Mining Co.* 1,020,606
127,490 Homestake Mining Co. 1,482,071
82,180 Newmont Mining Corp. 2,645,168
--------------
$ 10,316,198
--------------
Total Precious Metals $ 33,434,981
--------------
TOTAL COMMON STOCKS
(Cost $38,801,315) $ 33,434,981
--------------
<CAPTION>
Principal
Amount
<S> <C> <C>
TEMPORARY CASH INVESTMENTS - 7.4%
Commercial Paper - 7.4%
$737,000 American Express Co., 5.51%, 5/5/98 $ 737,000
980,000 Commercial Credit Corp., 5.51%, 5/4/98 980,000
960,000 Texaco Inc., 5.5%, 5/1/98 960,000
--------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $2,677,000) $ 2,677,000
--------------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $41,478,315) (a)(b) $ 36,111,981
==============
</TABLE>
* Non-income producing security.
(a) At April 30, 1998, the net unrealized loss on investments
based on cost for federal income tax purposes of $41,754,833
was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 2,785,671
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (8,428,523)
--------------
Net unrealized loss $ (5,642,852)
==============
</TABLE>
(b) At October 31, 1997, the Fund had a capital loss carryforward of $942,992
which will expire in 2005 if not used.
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended April 30, 1998 aggregated $9,547,995 and $5,230,944,
respectively.
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
BALANCE SHEET 4/30/98
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities, at value (including temporary cash
investments of $2,677,000) (cost $41,478,315) $ 36,111,981
Cash 963
Receivables -
Fund shares sold 360,864
Dividends, interest and foreign taxes withheld 32,869
Due from Pioneering Services Corporation 27,583
Other 2,600
------------
Total assets $ 36,536,860
------------
LIABILITIES:
Payables -
Fund shares repurchased $ 835,212
Due to affiliates 29,486
Accrued expenses 46,597
------------
Total liabilities $ 911,295
------------
NET ASSETS:
Paid-in capital $ 46,513,100
Accumulated net investment loss (38,465)
Accumulated net realized loss on investments
and foreign currency transactions (5,482,483)
Net unrealized loss on investments (5,366,334)
Net unrealized loss on other assets and liabilities
denominated in foreign currencies (253)
------------
Total net assets $ 35,625,565
============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $25,974,652/4,669,461 shares) $ 5.56
============
Class B (based on $6,617,146/1,229,066 shares) $ 5.38
============
Class C (based on $3,033,767/563,704 shares) $ 5.38
============
MAXIMUM OFFERING PRICE:
Class A $ 5.90
============
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Six Months Ended 4/30/98
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $12,438) $ 170,056
Interest 74,842
-----------
Total investment income $ 244,898
------------
EXPENSES:
Management fees $ 95,662
Transfer agent fees
Class A 44,011
Class B 10,199
Class C 2,324
Distribution fees
Class A 26,809
Class B 25,121
Class C 10,413
Accounting 30,392
Custodian fees 9,772
Registration fees 41,600
Professional fees 20,947
Printing 11,630
Fees and expenses of nonaffiliated trustees 6,705
Miscellaneous 10,301
-----------
Total expenses $ 345,886
Less management fees waived by
Pioneering Management Corporation (54,980)
Less fees paid indirectly (7,543)
------------
Net expenses $ 283,363
------------
Net investment loss $ (38,465)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized loss from:
Investments $ (4,530,336)
Other assets and liabilities denominated in
foreign currencies (12) $ (4,530,348)
----------- ------------
Change in net unrealized gain or loss from:
Investments $ 3,869,292
Other assets and liabilities denominated
in foreign currencies (276) $ 3,869,016
----------- ------------
Net loss on investments and foreign
currency transactions $ (661,332)
------------
Net decrease in net assets resulting from operations $ (699,797)
============
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 4/30/98 and the Year Ended 10/31/97
<TABLE>
<CAPTION>
Six Months Ended Year Ended
FROM OPERATIONS: 4/30/98 10/31/97
<S> <C> <C>
Net investment loss $ (38,465) $ (68,674)
Net realized loss on investments and
foreign currency transactions (4,530,348) (938,822)
Change in net unrealized gain or loss on investments
and foreign currency transactions 3,869,016 (10,448,723)
------------ ------------
Net decrease in net assets resulting from operations $ (699,797) $(11,456,219)
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain:
Class A ($0.00 and $0.09 per share, respectively) $ -- $ (393,765)
Class B ($0.00 and $0.09 per share, respectively) -- (56,981)
Class C ($0.00 and $0.09 per share, respectively) -- (7,314)
------------ ------------
Total distributions to shareholders $ -- $ (458,060)
------------ ------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 17,809,049 $ 33,284,658
Reinvestment of distributions -- 396,376
Cost of shares repurchased (16,548,683) (29,139,679)
------------ ------------
Net increase in net assets resulting from
fund share transactions $ 1,260,366 $ 4,541,355
------------ ------------
Net increase (decrease) in net assets $ 560,569 $ (7,372,924)
NET ASSETS:
Beginning of period 35,064,996 42,437,920
------------ ------------
End of period (including accumulated net investment
loss of $38,465 and $0, respectively) $ 35,625,565 $ 35,064,996
============ ============
<CAPTION>
CLASS A '98 Shares '98 Amount '97 Shares '97 Amount
<S> <C> <C> <C> <C>
Shares sold 2,431,501 $ 12,070,636 3,510,035 $ 24,383,526
Reinvestment of distributions -- -- 46,394 346,561
Less shares repurchased (2,723,914) (13,774,318) (3,207,828) (22,320,541)
---------- ------------ ---------- ------------
Net increase (decrease) (292,413) $ (1,703,682) 348,601 $ 2,409,546
========== ============ ========== ============
CLASS B
Shares sold 709,267 $ 3,394,028 1,071,945 $ 7,495,337
Reinvestment of distributions -- -- 5,848 42,746
Less shares repurchased (441,466) (2,134,415) (733,569) (5,106,550)
---------- ------------ ---------- ------------
Net increase 267,801 $ 1,259,613 344,224 $ 2,431,533
========== ============ ========== ============
CLASS C
Shares sold 514,897 $ 2,344,385 200,519 $ 1,405,795
Reinvestment of distributions -- -- 967 7,069
Less shares repurchased (135,279) (639,950) (238,282) (1,712,588)
---------- ------------ ---------- ------------
Net increase (decrease) 379,618 $ 1,704,435 (36,796) $ (299,724)
========== ============ ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 4/30/98
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended Year Ended Year Ended Year Ended
4/30/98 10/31/97 10/31/96 10/31/95
CLASS A
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 5.77 $ 7.81 $ 6.80 $ 7.94
------------ ------------ ------------ ------------
Increase (decrease) from investment operations:
Net investment loss $ -- $ (0.01) $ (0.01) $ (0.01)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions (0.21) (1.94) 1.02 (1.13)
------------ ------------ ------------ ------------
Net increase (decrease) from
investment operations $ ( 0.21) $ (1.95) $ 1.01 $ (1.14)
Distributions to shareholders:
Net realized gain -- (0.09) -- --
------------ ------------ ------------ ------------
Net increase (decrease) in net asset value $ (0.21) $ (2.04) $ 1.01 $ (1.14)
------------ ------------ ------------ ------------
Net asset value, end of period $ 5.56 $ 5.77 $ 7.81 $ 6.80
============ ============ ============ ============
Total return* (3.64)% (25.24)% 14.85% (14.36)%
Ratio of net expenses to average net assets 1.81%**+ 1.74%+ 1.72%+ 1.76%+
Ratio of net investment loss to average net assets (0.15)%**+ (0.08)%+ (0.13)%+ (0.16)%+
Portfolio turnover rate 38%** 22% 15% 6%
Average brokerage commission per share $ 0.0437 $ 0.0418 $ 0.0349 --
Net assets, end of period (in thousands) $ 25,975 $ 28,638 $ 36,028 $ 24,412
Ratios assuming no waiver of management fees
and assumption of expenses by PMC and no
reduction for fees paid indirectly:
Net expenses 2.18%** 1.93% 1.88% 2.28%
Net investment loss (0.52)%** (0.27)% (0.29)% (0.68)%
Ratios assuming waiver of management fees
and assumption of expenses by PMC and
reduction for fees paid indirectly:
Net expenses 1.75%** 1.72% 1.71% 1.75%
Net investment loss (0.09)%** (0.06)% (0.12)% (0.15)%
</TABLE>
<TABLE>
<CAPTION>
Year Ended Year Ended
10/31/94 10/31/93
CLASS A
<S> <C> <C>
Net asset value, beginning of period $ 7.44 $ 5.03
------------ ------------
Increase (decrease) from investment operations:
Net investment loss $ (0.03) $ (0.03)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions 0.53 2.44
------------ ------------
Net increase (decrease) from
investment operations $ 0.50 $ 2.41
Distributions to shareholders:
Net realized gain -- --
------------ ------------
Net increase (decrease) in net asset value $ 0.50 $ 2.41
------------ ------------
Net asset value, end of period $ 7.94 $ 7.44
============ ============
Total return* 6.72% 47.91%
Ratio of net expenses to average net assets 1.75% 1.75%
Ratio of net investment loss to average net assets (0.40)% (0.52)%
Portfolio turnover rate 3% 6%
Average brokerage commission per share -- --
Net assets, end of period (in thousands) $ 26,168 $ 14,057
Ratios assuming no waiver of management fees
and assumption of expenses by PMC and no
reduction for fees paid indirectly:
Net expenses 2.14% 3.23%
Net investment loss (0.79)% (2.00)%
Ratios assuming waiver of management fees
and assumption of expenses by PMC and
reduction for fees paid indirectly:
Net expenses -- --
Net investment loss -- --
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 4/30/98
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended Year Ended Year Ended
4/30/98 10/31/97 10/31/96
CLASS B
<S> <C> <C> <C>
Net asset value, beginning of period $ 5.61 $ 7.65 $ 6.73
----------- ----------- -----------
Increase (decrease) from investment operations:
Net investment loss $ (0.01) $ (0.04) $ (0.06)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions (0.22) (1.91) 0.98
----------- ----------- -----------
Net increase (decrease) from investment operations $ (0.23) $ (1.95) $ 0.92
Distributions to shareholders:
Net realized gain -- (0.09) --
----------- ----------- -----------
Net increase (decrease) in net asset value $ (0.23) $ (2.04) $ 0.92
----------- ----------- -----------
Net asset value, end of period $ 5.38 $ 5.61 $ 7.65
=========== =========== ===========
Total return* (4.10)% (25.77)% 13.67%
Ratio of net expenses to average net assets 2.57%**+ 2.51%+ 2.59%+
Ratio of net investment loss to average net assets (0.91)%**+ (0.84)%+ (1.00)%+
Portfolio turnover rate 38%** 22% 15%
Average brokerage commission per share $ 0.0437 $ 0.0418 $ 0.0349
Net assets, end of period (in thousands) $ 6,617 $ 5,394 $ 4,720
Ratios assuming no waiver of management fees and
assumption of expenses by PMC and no reduction for
fees paid indirectly:
Net expenses 2.95%** 2.72% 2.73%
Net investment loss (1.29)%** (1.05)% (1.14)%
Ratios assuming waiver of management fees and
assumption of expenses by PMC and reduction for
fees paid indirectly:
Net expenses 2.54%** 2.49% 2.57%
Net investment loss (0.88)%** (0.82)% (0.98)%
</TABLE>
<TABLE>
<CAPTION>
Year Ended 4/4/94 to
10/31/95 10/31/94
CLASS B
<S> <C> <C>
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 transactions (1.11) 0.09
----------- -----------
Net increase (decrease) from investment operations $ (1.16) $ 0.06
Distributions to shareholders:
Net realized gain -- --
----------- -----------
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 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 6% 3%
Average brokerage commission per share -- --
Net assets, end of period (in thousands) $ 1,762 $ 951
Ratios assuming no waiver of management fees and
assumption of expenses by PMC and no reduction for
fees paid indirectly:
Net 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 expenses 2.53% --
Net investment loss (0.97)% --
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 4/30/98
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended Year Ended 1/31/96 to
4/30/98(a) 10/31/97 10/31/96
CLASS C
<S> <C> <C> <C>
Net asset value, beginning of period $ 5.62 $ 7.65 $ 8.70
----------- ----------- -----------
Decrease from investment operations:
Net investment loss $ (0.01) $ (0.04) $ (0.02)
Net realized and unrealized loss on investments
and foreign currency transactions (0.23) (1.90) (1.03)
----------- ----------- -----------
Net decrease from investment operations $ (0.24) $ (1.94) $ (1.05)
Distributions to shareholders:
Net realized gain -- (0.09) --
----------- ----------- -----------
Net decrease in net asset value $ (0.24) $ (2.03) $ (1.05)
----------- ----------- -----------
Net asset value, end of period $ 5.38 $ 5.62 $ 7.65
=========== =========== ===========
Total return* (4.27)% (25.64)% (12.07)%
Ratio of net expenses to average net assets 2.36%**+ 2.38%+ 2.59%**+
Ratio of net investment loss to average net assets (0.63)%**+ (0.76)%+ (1.12)%**+
Portfolio turnover rate 38%** 22% 15%
Average brokerage commission per share $ 0.0437 $ 0.0418 $ 0.0349
Net assets, end of period (in thousands) $ 3,034 $ 1,034 $ 1,690
Ratios assuming no waiver of management fees
by PMC and no reduction for fees paid indirectly:
Net expenses 2.76%** 2.58% 2.83%**
Net investment loss (1.03)%** (0.96)% (1.36)%**
Ratios assuming waiver of management fees
by PMC and reduction for fees paid indirectly:
Net expenses 2.31%** 2.33% 2.56%**
Net investment loss (0.58)%** (0.71)% (1.09)%**
</TABLE>
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/98
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
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
investment objective of the Fund is to seek long-term capital appreciation.
The Fund offers three classes of shares - Class A, Class B and Class C shares.
Shares of Class A, Class B and Class C each 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 Class A,
Class B and Class C shareholders, respectively.
The Fund's financial statements have been prepared in conformity with generally
accepted accounting principles that require the management of the Fund to, among
other things, make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates. The following is a summary of significant accounting policies
consistently followed by the Fund, which are in conformity with those generally
accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded on trade date. 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 Board of Trustees. Trading in
foreign securities is substantially completed each day at various times prior
to the close of the New York Stock Exchange. The values of such securities
used in computing the net asset value of the Fund's shares are determined as
of such times. Dividend income is recorded on the ex-dividend date,
17
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/98 (continued)
- --------------------------------------------------------------------------------
except that certain dividends from foreign securities where the ex-dividend
date may have passed are record ed as soon as the Fund is informed of the
ex-dividend data in the exercise of reasonable diligence. Interest income is
recorded on the accrual basis, net of unrecoverable foreign taxes withheld at
the applicable country rates. 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.
The Fund's investment policies present unique risks to the portfolio's value.
The price of gold and other precious metals may be subject to fluctuations
caused by international monetary and political developments including trade
or currency restrictions, currency devaluation and revaluation, and social
and political conditions within a country. Fluctuations in the prices of gold
and other metals will affect the market values of the securities of the
companies invested by the Fund.
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.
18
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
C. 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.
D. Fund Shares
The Fund records sales and repurchases of its shares on trade date. Net
losses, if any, as a result of cancellations are absorbed by Pioneer Funds
Distributor, Inc. (PFD), the principal underwriter for the Fund and an
indirect subsidiary of The Pioneer Group, Inc. (PGI). PFD earned $19,838 in
underwriting commissions on the sale of fund shares during the six months
ended April 30, 1998.
E. Class Allocations
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively. 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 each class of shares
based on the respective percentage of adjusted net assets at the beginning of
the day.
19
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/98 (continued)
- --------------------------------------------------------------------------------
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 and Class C shares can bear different transfer
agent and distribution fees.
2. Management Agreement
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 and Class C shares
were reduced only to the extent that such expenses were reduced for Class A
shares. PMC's agreement is voluntary and temporary and may be revised or
terminated at any time.
In addition, under the management agreement, certain other services and costs,
including accounting, regulatory reporting and insurance premiums, are paid by
the Fund. At April 30, 1998, $19,542 was payable to PMC related to management
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.
20
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. Plan of Distribution
The Fund adopted a Plan of Distribution for each class of shares (Class A Plan,
Class B Plan and Class C Plan) in accordance with Rule 12b-1 of the Investment
Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service
fee of up to 0.25% of the Fund's average daily net assets in reimbursement of
its actual expenditures to finance activities primarily intended to result in
the sale of Class A shares. Pursuant to the Class B Plan and the Class C Plan,
the Fund pays PFD 1.00% of the average daily net assets attributable to each
class of shares. The fee consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class C
shares. Included in due to affiliates is $9,944 in distribution fees payable to
PFD at April 30, 1998.
In addition, redemptions of each class of shares may be subject to a contingent
deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of
certain net asset value purchases of Class A shares within one year of purchase.
Class B shares that are redeemed within six years of purchase are subject to a
CDSC at declining rates beginning at 4.0%, based on the lower of cost or market
value of shares being redeemed. Redemptions of Class C shares within one year of
purchase are subject to a CDSC of 1.00%. Proceeds from the CDSCs are paid to
PFD. For the six months ended April 30, 1998, CDSCs in the amount of $46,223
were paid to PFD.
5. Expense Offsets
The Fund has entered into certain expense offset arrangements resulting in a
reduction in the Fund's total expenses. For the six months ended April 30, 1998,
the Fund's expenses were reduced by $7,543 under such arrangements.
21
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/98 (continued)
- --------------------------------------------------------------------------------
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 April 30, 1998, there were
no borrowings under this agreement.
22
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and the Board of Trustees of
Pioneer Gold Shares:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer Gold Shares (one of the portfolios constituting Pioneer
Growth Trust) as of April 30, 1998, and the related statement of operations, the
statements of changes in net assets, and the financial highlights for the
periods presented. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of April
30, 1998, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Gold Shares (of Pioneer Growth Trust) as of April 30, 1998, the results
of its operations, the changes in its net assets, and the financial highlights
for the periods presented, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 5, 1998
23
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETINGS
- --------------------------------------------------------------------------------
On April 21, 1998, Pioneer Gold Shares held a special meeting of shareowners.
The following proposals were passed by shareowner vote. Following are the
detailed results of the votes. (There was no Proposal 1 applicable to Pioneer
Gold Shares.)
Proposal 2 - Elect nine Trustees to serve on the Board of Trustees.
Nominee Affirmative Withheld
Mary K. Bush 4,091,783.975 127,690.334
John F. Cogan, Jr. 4,103,860.436 115,613.873
Richard H. Egdahl, M.D. 4,091,702.679 127,771.630
Margaret B.W. Graham 4,090,621.187 128,853.122
John W. Kendrick 4,094,904.677 124,569.632
Marguerite A. Piret 4,101,221.677 118,252.632
David D. Tripple 4,103,786.390 115,687.919
Stephen K. West 4,098,173.645 121,300.664
John Winthrop 4,102,269.647 117,204.662
Proposal 5 - Ratify the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending October 31, 1998.
Affirmative Against Abstain
3,987,281.987 45,884.595 186,307.727
- --------------------------------------------------------------------------------
On April 30, 1998, Pioneer Gold Shares held a special meeting of shareowners.
The following proposals were passed by shareowner vote. Following are the
detailed results of the votes.
Proposal 4 - Approve an amendment to or elimination of the Funds' fundamental
investment restrictions regarding:
Proposal 4a - Borrowing.
Affirmative Against Abstain
2,925,310.582 242,262.054 287,972.947
Proposal 4b - Investment in voting securities of a single issuer.
Affirmative Against Abstain
3,009,473.282 162,478.166 283,594.135
Proposal 4c - Shareholder approval for the modification of certain investment
restrictions.
Affirmative Against Abstain
2,980,588.974 199,252.594 275,704.015
24
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposal 3, the remaining proposal up for shareowner approval, has been
adjourned to the shareowner meeting on June 18, 1998.
Proposal 3 - Allow the Fund to be reorganized as a separate Delaware business
trust. Currently, Pioneer Growth Trust is registered as a single Massachusetts
business trust with three funds, one of which is your Fund. As a separate
Delaware business trust, the Fund and its shareowners could benefit from a
decreased possibility of shareholder and trustee liability and various potential
operating efficiencies all described in the Proxy Statement.
25
<PAGE>
Pioneer Gold Shares
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Mary K. Bush President
Richard H. Egdahl, M.D. David D. Tripple, Executive Vice President
Margaret B.W. Graham William H. Keough, Treasurer
John W. Kendrick Joseph P. Barri, Secretary
Marguerite A. Piret
David D. Tripple
Stephen K. West
John Winthrop
Investment Adviser
Pioneering Management Corporation
Custodian
Brown Brothers Harriman & Co.
Independent Public Accountants
Arthur Andersen LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneering Services Corporation
26
<PAGE>
- --------------------------------------------------------------------------------
RETIREMENT PLANS FROM PIONEER
- --------------------------------------------------------------------------------
Pioneer offers retirement plans suited to the individual investor and businesses
of all sizes. For information, contact your investment professional, or call
Pioneer at 1-800-622-0176.
Individual Plans
Individual Retirement Account (IRA) The $2,000 maximum annual contribution may
be tax-deductible; earnings are tax-deferred.
Roth IRA New in 1998, $2,000 maximum annual contributions are not
tax-deductible. Earnings are tax-free for qualified withdrawals.
Plans for Small Businesses or the Self-Employed
SIMPLE (Savings Incentive Match PLan for Employees)
IRA or 401(k) Plan For firms with 100 or fewer employees. Employees can make
pre-tax contributions of up to $6,000 annually, and an employer contribution is
required.
Simplified Employee Pension Plan (SEP) Self-employed people and small-business
owners can make tax-deductible contributions of up to 15% of their income.
Employer-Sponsored Plans
401(k) Plan Allows employees to make pre-tax contributions. Also allows for
employer contributions.
403(b) Plan Lets employees of tax-exempt organizations set aside part of their
salary, before taxes, through payroll deduction.
Profit Sharing Plan Employers contribute on a discretionary basis, usually based
on profits.
Age-Weighted Profit Sharing Plan Employer makes discretionary contributions
based on employees' age and salary.
Money Purchase Pension Plan (MPP) Employers contribute based on a fixed formula.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
27
<PAGE>
- --------------------------------------------------------------------------------
PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
- --------------------------------------------------------------------------------
Your investment representative can give you additional information on
Pioneer's programs and services. If you want to order literature on any of the
following items directly, simply call Pioneer at 1-8O0-225-6292.
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.
9O-Day Reinstatement Privilege (for Class A Shares)
Enables you to reinvest all or a portion of the money you redeem from your
Pioneer account - without paying a sales charge - within 90 days of your
redemption. You have the choice of investing in any Pioneer fund, as long as
you meet its minimum investment requirement.
Investomatic Plan
An easy and convenient way for you to invest on a regular basis. All you need
to do is authorize a set amount of money to be moved out of your bank account
into the Pioneer fund of your choice. Investomatic also allows you to change
the dollar amount, frequency and investment date right over the phone. By
putting aside affordable amounts of money regularly, you can build a long-term
investment without sacrificing your current standard of living.
Payroll Investment Program (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All that's
involved is for your employer to fill out an authorization form allowing
Pioneer to deduct from participating employees' paychecks. You specify the
dollar amount you want to invest into the Pioneer fund(s) of your choice.
28
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Automatic Exchange Program
A simple way to move money from one Pioneer fund to another over a period of
time. Just invest a lump sum in one fund, and select the other Pioneer funds
you wish to invest in. You choose the amounts and dates for Pioneer to sell
shares of your original fund and use the proceeds to buy shares of the other
funds you have chosen. Over time, your investment will be shifted out of the
original fund. (Automatic Exchange is available for originating accounts with
a balance of $5,000 or more.)
Directed Dividends
Lets you invest cash dividends from one Pioneer fund to an account in
another Pioneer fund with no sales charge or fee. Simply fill out the
applicable information on a Pioneer Account Options Form. (This program is
available for dividend payments only; capital gains distributions are not
eligible at this time.)
Direct Deposit
Lets you move money into your bank account using electronic funds transfer
(EFT). EFTmoves 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
Lets you establish automatic withdrawals from your account at set intervals.
You decide the frequency and the day of the month you want. Pioneer will send
the proceeds by check to the address you designate, or electronically to your
bank account. You also can authorize Pioneer to make the redemptions payable
to someone else. (SWPs are available only for accounts with a value of $10,000
or more.)
29
<PAGE>
- --------------------------------------------------------------------------------
HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us
for assistance or information.
Call us for:
Account Information, including existing accounts,
new accounts, propectuses, 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 Pioneer Funds Distributor, Inc. 0698-5288
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Boston, Massachusetts 02109 (C) Pioneer Funds Distributor, Inc.
www.pioneerfunds.com
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