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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-01604
Pioneer Growth Shares Fund
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: December 31
Date of reporting period: January 1, 2006 through June 30, 2006
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
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PIONEER
-------
GROWTH
SHARES
Semiannual
Report
6/30/06
[LOGO] PIONEER
Investments(R)
Table of Contents
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Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 7
Prices and Distributions 8
Performance Update 9
Comparing Ongoing Fund Expenses 15
Schedule of Investments 17
Financial Statements 22
Notes to Financial Statements 32
Trustees, Officers and Service Providers 40
President's
Dear Shareowner,
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We know from the history of the capital markets that sudden shifts in investor
sentiment can occur with little warning, based on an assortment of events. We
believe such a shift in sentiment is occurring in reaction to the possibility
that U.S. economic growth may slow in the second half of 2006.
While U.S. markets fell in late May and early June, the economic events of the
six- and 12-month periods ending June 30, 2006, have actually been
characterized by continued low inflation at home and strong growth prospects
abroad with rising commodity and stock prices.
According to the International Monetary Fund, international economic growth in
2004-5 was the fastest of any two-year period in more than 30 years, and 2006
growth is projected to match the healthy growth of 2005. The growth has been
broad-based, with Europe, Japan, and emerging market economies all showing
strength. The result has been rising prices across a broad range of
commodities, increasing corporate profits, and higher interest rates.
The U.S. bond markets' concern has been that strong economic growth would spark
inflation - we have already seen commodity prices rise, and U.S. labor costs
are threatening to increase, since we are close to full employment. That may
also be a reason why public sentiment is becoming uneasy.
Despite strong first quarter economic growth, the U.S. economy for the second
half of the year may slow in reaction to past increases in interest rates and
energy costs. Thus far the only sign of such a slowdown has been a cooling
housing market. Yet many observers believe a slower growing economy could be
welcomed by the markets.
The U.S. Federal Reserve has continued its program of measured short-term
interest rate increases. However, the Fed Chairman, Ben Bernanke, indicated
that inflation may moderate, which would permit the Fed to stop raising
interest rates. Such action could have positive effects for both consumers and
investors over the intermediate-to-longer term. By restraining inflation, the
Fed may also limit upward
2
Letter
pressure on longer-maturity bond yields and downward pressure on stocks'
price/earnings ratios.
In summary, we think security market valuations remain reasonable, and yet
there are no guarantees in investing. The unpredictability reinforces the
importance of Pioneer's message that investors should remain diversified, take
a long-term view, and base investment decisions on economic and market
fundamentals, rather than on emotion. Our investment philosophy and approach
continue to be based on the use of fundamental research to identify a range of
opportunities that offer an attractive balance of risk and reward to help
shareowners work toward their long-term goals.
Respectfully,
/s/ Osbert M. Hood
Osbert M. Hood, President
Pioneer Investment Management, Inc.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
Before investing consider the Fund's investment objectives, risks, charges and
expenses. Contact your advisor or Pioneer Investments for a prospectus
containing this information. Please read it carefully.
3
Pioneer Growth Shares
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PORTFOLIO MANAGEMENT DISCUSSION 6/30/06
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The domestic stock market produced modest returns over the first half of 2006.
The stock market began the year with a strong rally, but the bull market faded
in May and June as investors focused more on the possibility that rising
interest rates might stall the economy. As they have done in the two previous
years, value stocks tended to outperform growth, and highly cyclical companies,
including those with exposures to commodities, outperformed traditional growth
companies. In the following interview, Christopher M. Galizio and Stephen A.
Balter, co-managers of Pioneer Growth Shares, discuss the markets and the
factors that influenced performance over the six months.
Q: How did the Fund perform during the six months ended June 30, 2006?
A: Pioneer Growth Shares Class A shares had a total return of -3.04% for the
six months, at net asset value. During the same period, the Russell 1000
Growth Index produced a total return of -0.93%, while the average return
of the 494 funds in Lipper's Large-Cap Growth Fund category was -2.36%
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most
recent month-end performance results. Current performance may be lower or
higher than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Q: What were your principal strategies, and how did they influence performance?
A: The Fund was positioned to benefit from a growth environment, with an
emphasis on those companies, including health care companies and
information technology corporations, that were likely beneficiaries of
long-term trends. We thought - and continue to believe - that the best
investment values can be found in those sectors. However, the emphasis
hurt results during the six months, when cyclical companies in sectors
such as materials and industrials tended to lead the market.
4
Pioneer Growth Shares
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We have favored health care because of the opportunities available to it
as the large baby boomer generation ages and requires more health care
services and products, including medical devices as well as
pharmaceuticals. These companies have underperformed recently, however,
and we believe they offer very attractive prices. We favored information
technology corporations because of the growth of the Internet and the
demand for more complex files, including video, which generates more
demand for hardware, including switches, routers and other devices.
Companies such as Cisco Systems and F5 Networks are potential
beneficiaries of this multi-year trend.
As we increased the exposure to those areas, we reduced positions in
energy and materials, both of which looked very expensive. However, these
decisions did not help results for the six months, as energy and materials
continued to gain, while health care and information technology continued
to underperform.
Q: What were some of the individual investments that most affected results for
the six months?
A: Two of the most significant detractors were health care companies, Boston
Scientific and Teva Pharmaceuticals. Each declined for a company-specific
reason. Boston Scientific, a leader producer of devices used in cardiac
therapies, won a bidding war against Johnson & Johnson and acquired
another cardiac device company, Guidant. Investors generally believed
Boston Scientific overpaid for Guidant. We tend to agree with that
opinion, but we think that the combination of Boston Scientific and
Guidant will be a powerful company with excellent prospects over the
longer term. Teva is a leading manufacturer of generic pharmaceuticals.
However, investors became concerned about future revenues from generic
drugs if prices start falling because of the greater emphasis on
controlling health care costs.
Several holdings had positive impacts on results. One was TXU, the
Texas-based utility, which lowered its costs by placing greater emphasis
on coal-fired plants at the same time it received favorable regulatory
rulings regarding rate structures. Cisco Systems contributed as its
routers remained in strong demand from Internet activity, while pharmacy
chain CVS successfully
5
Pioneer Growth Shares
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PORTFOLIO MANAGEMENT DISCUSSION 6/30/06 (continued)
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integrated two acquisitions into its operations and exceeded earnings
expectations.
Q: What is your investment outlook?
A: At the midpoint of 2006, the financial markets are encountering a number of
challenges that are worsened by rising geopolitical tensions. The economy
appears to be slowing, primarily as a result of hikes in interest rates,
but also because of rising energy and commodity prices. In this
environment, stock prices are likely to move unevenly, and individual
stock selection will be important in influencing results.
We think large-cap growth stocks are undervalued relative to the rest of
the market and represent the most attractive pool in which to invest. The
stock prices of these companies are low relative both to their potential
earnings growth rates and to historical trends.
We currently continue to favor these companies, whose time for performance
is, we believe, long overdue.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
At times, the fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries and sectors.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These opinions should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
6
Pioneer Growth Shares
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PORTFOLIO SUMMARY 6/30/06
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Portfolio Diversification
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(As a percentage of total investment portfolio)
[The following table was depicted as a pie chart in the printed material.]
U.S. Common Stocks 87.8%
Temporary Cash Investment 6.8%
Depositary Receipts for International Stocks 5.4%
Sector Distribution
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(As a percentage of equity holdings)
[The following table was depicted as a pie chart in the printed material.]
Information Technology 30.7%
Health Care 23.1%
Industrials 11.8%
Consumer Discretionary 11.8%
Consumer Staples 10.6%
Financials 5.5%
Utilities 2.8%
Energy 1.9%
Materials 1.8%
10 Largest Holdings
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(As a percentage of equity holdings)
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1. Microsoft Corp. 5.22%
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2. Cisco Systems, Inc. 4.18
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3. Altria Group, Inc. 4.14
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4. Amgen, Inc. 4.02
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5. Boston Scientific Corp. 3.99
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6. General Electric Co. 3.52
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7. Home Depot, Inc. 3.52
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8. Procter & Gamble Co. 3.47
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9. Texas Instruments, Inc. 3.23
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10. Dell, Inc. 2.92
This list excludes temporary cash and derivative instruments. Portfolio
holdings will vary for other periods.
7
Pioneer Growth Shares
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PRICES AND DISTRIBUTIONS
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Net Asset Value Per Share
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Class 6/30/06 12/31/05
----- ------- --------
A $12.14 $12.52
B $10.95 $11.35
C $11.08 $11.48
Investor Class $12.22 $12.56
R $12.08 $12.47
Y $12.84 $13.19
Distributions Per Share
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1/1/06 - 6/30/06
----------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
----- ---------- ------------- -------------
A $ - $ - $ -
B $ - $ - $ -
C $ - $ - $ -
Investor Class $ - $ - $ -
R $ - $ - $ -
Y $ - $ - $ -
8
Pioneer Growth Shares
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PERFORMANCE UPDATE 6/30/06 CLASS A SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Shares at public offering price, compared to
that of the Russell 1000 Growth Index.
[The following table was depicted as a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Russell
Growth 1000 Growth
Shares Index
6/96 9,425 10,000
14,142 13,134
6/98 19,925 17,257
23,745 21,962
6/00 22,777 27,598
18,964 17,615
6/02 12,501 12,949
12,501 13,330
6/04 13,665 15,713
14,391 15,977
6/06 14,733 16,954
Average Annual Total Returns
(As of June 30, 2006)
Net Asset Public
Value Offering
Period (NAV) Price (POP)
10 Years 4.57% 3.95%
5 Years -4.92 -6.04
1 Year 2.38 -3.48
Call 1-800-225-6292 or visit pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. POP returns reflect
deduction of maximum 5.75% sales charge. All results are historical and assume
the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell 1000 Growth Index measures the performance of large-cap U.S. growth
stocks. Companies in this index tend to exhibit higher price-to-book and
price-to-earnings ratios, lower dividend yields and higher forecasted growth
values than the value universe. Index returns assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales charges.
You cannot invest directly in an Index.
9
Pioneer Growth Shares
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PERFORMANCE UPDATE 6/30/06 CLASS B SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Shares, compared to that of the Russell 1000
Growth Index.
[The following table was depicted as a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Russell
Growth 1000 Growth
Shares Index
6/96 10,000 10,000
14,889 13,134
6/98 20,804 17,257
24,593 21,962
6/00 23,408 27,598
19,343 17,615
6/02 12,659 12,949
12,541 13,330
6/04 13,563 15,713
14,166 15,977
6/06 14,350 16,954
Average Annual Total Returns
(As of June 30, 2006)
If If
Period Held Redeemed
10 Years 3.68% 3.68%
5 Years -5.80 -5.80
1 Year 1.30 -2.70
Call 1-800-225-6292 or visit pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
"If Held" results represent the percent change in net asset value per share.
Returns would have been lower had sales charges been reflected. "If Redeemed"
returns reflect the deduction of applicable contingent deferred sales charge
(CDSC). Effective December 1, 2004, the period during which a CDSC is applied to
withdrawals was shortened to 5 years. The maximum CDSC for class B shares
continues to be 4%. For more complete information, please see the prospectus for
details. Note: Shares purchased prior to December 1, 2004 remain subject to the
CDSC in effect at the time you purchased those shares. For performance
information for shares purchased prior to December 1, 2004, please visit
pioneerinvestments.com/bshares.
All results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell 1000 Growth Index measures the performance of large-cap U.S. growth
stocks. Companies in this index tend to exhibit higher price-to-book and
price-to-earnings ratios, lower dividend yields and higher forecasted growth
values than the value universe. Index returns assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales charges.
You cannot invest directly in an Index.
10
Pioneer Growth Shares
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PERFORMANCE UPDATE 6/30/06 CLASS C SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Shares, compared to that of the Russell 1000
Growth Index.
[The following table was depicted as a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Russell
Growth 1000 Growth
Shares Index
6/96 10,000 10,000
14,951 13,134
6/98 20,918 17,257
24,751 21,962
6/00 23,542 27,598
19,458 17,615
6/02 12,745 12,949
12,627 13,330
6/04 13,687 15,713
14,302 15,977
6/06 14,499 16,954
Average Annual Total Returns
(As of June 30, 2006)
If If
Period Held Redeemed
10 Years 3.78% 3.78%
5 Years -5.71 -5.71
1 Year 1.37 1.37
Call 1-800-225-6292 or visit pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Class C shares held for less than one year are also subject to a 1% contingent
deferred sales charge (CDSC). The performance of Class C shares does not reflect
the 1% front-end sales charge in effect prior to February 1, 2004. If you paid a
1% sales charge, your returns would be lower than those shown above. "If Held"
results represent the percent change in net asset value per share. Returns would
have been lower had sales charges been reflected. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell 1000 Growth Index measures the performance of large-cap U.S. growth
stocks. Companies in this index tend to exhibit higher price-to-book and
price-to-earnings ratios, lower dividend yields and higher forecasted growth
values than the value universe. Index returns assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales charges.
You cannot invest directly in an Index.
11
Pioneer Growth Shares
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PERFORMANCE UPDATE 6/30/06 INVESTOR CLASS SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Shares, compared to that of the Russell 1000
Growth Index.
[The following table was depicted as a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Russell
Growth 1000 Growth
Shares Index
12/04 10,000 10,000
6/05 9,802 9,828
6/06 10,066 10,429
Average Annual Total Returns
(As of June 30, 2006)
If If
Period Held Redeemed
Life-of-Class
(12/11/04) 2.50% 2.50%
1 Year 2.69 2.69
Call 1-800-225-6292 or visit pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Certain Pioneer funds (the "Funds") issued Investor Class shares in connection
with the reorganization of Safeco mutual funds. The Funds are not offering
additional Investor Class shares except in connection with the reinvestment of
dividends on the Funds' outstanding Investor Class shares. All Investor Class
shares of the Funds, whenever issued, convert to Class A shares of their
respective Funds on December 10, 2006. Investor Class shares are not subject to
sales charges.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table does not reflect the deduction of fees and taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
The Russell 1000 Growth Index measures the performance of large-cap U.S. growth
stocks. Companies in this index tend to exhibit higher price-to-book and
price-to-earnings ratios, lower dividend yields and higher forecasted growth
values than the value universe. Index returns assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales charges.
You cannot invest directly in an index.
12
Pioneer Growth Shares
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PERFORMANCE UPDATE 6/30/06 CLASS R SHARES
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Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Shares Fund, compared to that of the Russell
1000 Growth Index.
[The following table was depicted as a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Russell
Growth 1000 Growth
Shares Index
6/96 10,000 10,000
14,929 13,134
6/98 20,931 17,257
24,819 21,962
6/00 23,688 27,598
19,624 17,615
6/02 12,870 12,949
12,834 13,330
6/04 14,040 15,713
14,781 15,977
6/06 15,083 16,954
Average Annual Total Returns
(As of June 30, 2006)
If If
Period Held Redeemed
10 Years 4.20% 4.20%
5 Years -5.13 -5.13
1 Year 2.04 2.04
Call 1-800-225-6292 or visit pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
The performance of Class R shares for the period prior to the commencement of
operations of Class R shares on April 1, 2003 is based on the performance of
Class A shares, reduced to reflect the higher distribution and service fees of
Class R shares. For the period after April 1, 2003, the actual performance of
Class R shares is reflected, which performance may be influenced by the smaller
asset size of Class R shares compared to Class A shares. Class R shares are not
subject to sales charges and are available for limited groups of eligible
investors, including institutional investors. All results are historical and
assume the reinvestment of dividends and capital gains. Other share classes are
available for which performance and expenses will differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell 1000 Growth Index measures the performance of large-cap U.S. growth
stocks. Companies in this index tend to exhibit higher price-to-book and
price-to-earnings ratios, lower dividend yields and higher forecasted growth
values than the value universe. Index returns assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales charges.
You cannot invest directly in an Index.
13
Pioneer Growth Shares
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PERFORMANCE UPDATE 6/30/06 CLASS Y SHARES
- --------------------------------------------------------------------------------
Investment Returns
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Growth Shares, compared to that of the Russell 1000
Growth Index.
[The following table was depicted as a mountain chart in the printed material.]
Value of $10,000 Investment
Pioneer Russell
Growth 1000 Growth
Shares Index
4/98 10,000 10,000
10,269 10,311
6/99 12,288 13,123
11,959 16,491
6/01 10,027 10,525
6,650 7,737
6/03 6,699 7,965
7,373 9,389
6/05 7,824 9,547
8,064 10,131
Average Annual Total Returns
(As of June 30, 2006)
If If
Period Held Redeemed
10 Years 5.20% 5.20%
5 Years -4.27 -4.27
1 Year 3.07 3.07
Call 1-800-225-6292 or visit pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Performance for periods prior to the inception of Class Y shares reflects the
NAV performance of the Fund's A shares. The performance does not reflect
differences in expenses, including the Rule 12b-1 fees applicable to A shares.
Since fees for Class A shares are generally higher than those of Class Y shares,
the performance shown for Class Y shares prior to their inception would have
been higher. Class Y shares are not subject to sales charges and are available
for limited groups of eligible investors, including institutional investors. All
results are historical and assume the reinvestment of dividends and capital
gains. Other share classes are available for which performance and expenses will
differ.
Performance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers Fund performance would be lower. Waivers may
not be in effect for all funds. Certain fee waivers are contractual through a
specified period. Otherwise, fee waivers can be rescinded at any time. See the
prospectus and financial statements for more information.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Russell 1000 Growth Index measures the performance of large-cap U.S. growth
stocks. Companies in this index tend to exhibit higher price-to-book and
price-to-earnings ratios, lower dividend yields and higher forecasted growth
values than the value universe. Index returns assume reinvestment of dividends
and, unlike Fund returns, do not reflect any fees, expenses or sales charges.
You cannot invest directly in an Index.
14
Pioneer Growth Shares
- --------------------------------------------------------------------------------
COMPARING ONGOING FUND EXPENSES
- --------------------------------------------------------------------------------
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
Using the Tables
Actual Expenses
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
1. Divide your account value by $1,000
Example: an $8,600 account value [divided by] $1,000 = 8.6
2. Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
Expenses Paid on a $1,000 Investment in Pioneer Growth Shares
Based on actual returns from January 1, 2006 through June 30, 2006
Investor
Share Class A B C Class R Y
- --------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 1/1/06
Ending Account $ 969.60 $ 964.80 $ 965.20 $ 971.40 $ 968.70 $ 973.50
Value On 6/30/06
Expenses Paid $ 6.69 $ 11.79 $ 11.16 $ 5.62 $ 7.76 $ 3.47
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 1.37%, 2.42%,
2.29%, 1.15%, 1.59% and 0.71%, for Class A, Class B, Class C, Investor Class,
Class R and Class Y shares, respectively, multiplied by the average account
value over the period, multiplied by 181/365 (to reflect the one-half year
period).
15
Pioneer Growth Shares
- --------------------------------------------------------------------------------
COMPARING ONGOING FUND EXPENSES (continued)
- --------------------------------------------------------------------------------
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the
5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the tables are meant to highlight your
ongoing costs only and do not reflect any transaction costs, such as sales
charges (loads) that are charged at the time of the transaction. Therefore, the
table below is useful in comparing ongoing costs only and will not help you
determine the relative total costs of owning different funds. In addition, if
these transaction costs were included, your costs would have been higher.
Expenses Paid on a $1,000 Investment in Pioneer Growth Shares
Based on a hypothetical 5% return per year before expenses, reflecting the
period from January 1, 2006 through June 30, 2006
Investor
Share Class A B C Class R Y
- -------------------------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00
Value On 1/1/06
Ending Account $1,018.00 $1,012.79 $1,013.44 $1,019.09 $1,016.91 $1,021.27
Value On 6/30/06
Expenses Paid $ 6.85 $ 12.08 $ 11.43 $ 5.76 $ 7.95 $ 3.56
During Period*
* Expenses are equal to the Fund's annualized expense ratio of 1.37%, 2.42%,
2.29%, 1.15%, 1.59% and 0.71%, for Class A, Class B, Class C, Investor Class,
Class R and Class Y shares, respectively, multiplied by the average account
value over the period, multiplied by 181/365 (to reflect the one-half year
period).
16
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/06 (unaudited)
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 100.1%
Energy - 1.9%
Integrated Oil & Gas - 1.9%
91,900 ConocoPhillips $ 6,022,207
133,800 Repsol SA (A.D.R.) 3,754,428
------------
$ 9,776,635
------------
Total Energy $ 9,776,635
------------
Materials - 1.8%
Diversified Chemical - 1.8%
235,400 Dow Chemical Co. $ 9,187,662
------------
Total Materials $ 9,187,662
------------
Capital Goods - 11.8%
Aerospace & Defense - 3.7%
63,800 L-3 Communications Holdings, Inc. $ 4,811,796
217,000 United Technologies Corp. 13,762,140
------------
$ 18,573,936
------------
Industrial Conglomerates - 8.1%
159,600 3M Co. $ 12,890,892
533,700 General Electric Co. 17,590,752
362,200 Tyco International, Ltd. 9,960,500
------------
$ 40,442,144
------------
Total Capital Goods $ 59,016,080
------------
Consumer Durables & Apparel - 1.4%
Footwear - 1.4%
83,200 Nike, Inc. $ 6,739,200
------------
Total Consumer Durables & Apparel $ 6,739,200
------------
Consumer Services - 1.3%
Hotels, Resorts & Cruise Lines - 1.3%
153,000 Carnival Corp. (b) $ 6,386,220
------------
Total Consumer Services $ 6,386,220
------------
Media - 2.1%
Broadcasting & Cable TV - 1.1%
62,255 Liberty Media Holding Corp.* $ 5,215,101
------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Movies & Entertainment - 1.0%
140,150 Viacom, Inc. (Class B) $ 5,022,976
------------
Total Media $ 10,238,077
------------
Retailing - 7.1%
Apparel Retail - 3.6%
179,200 Abercrombie & Fitch Co. $ 9,933,056
353,400 TJX Companies, Inc. 8,078,724
------------
$ 18,011,780
------------
Home Improvement Retail - 3.5%
491,400 Home Depot, Inc. $ 17,587,206
------------
Total Retailing $ 35,598,986
------------
Food & Drug Retailing - 2.2%
Drug Retail - 2.2%
363,000 CVS Corp. $ 11,144,100
------------
Total Food & Drug Retailing $ 11,144,100
------------
Food, Beverage & Tobacco - 4.9%
Soft Drinks - 0.8%
45,900 Fomento Economico Mexicano SA de C.V.* $ 3,842,748
------------
Tobacco - 4.1%
281,900 Altria Group, Inc. $ 20,699,917
------------
Total Food, Beverage & Tobacco $ 24,542,665
------------
Household & Personal Products - 3.5%
Household Products - 3.5%
311,800 Procter & Gamble Co. $ 17,336,080
------------
Total Household & Personal Products $ 17,336,080
------------
Health Care Equipment & Services - 7.9%
Health Care Equipment - 5.5%
247,900 Biomet, Inc. $ 7,756,791
1,184,506 Boston Scientific Corp.* 19,947,081
------------
$ 27,703,872
------------
Health Care Supplies - 1.2%
132,400 Cooper Companies, Inc. (b) $ 5,863,996
------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Managed Health Care - 1.2%
149,900 AETNA, Inc.* $ 5,985,507
------------
Total Health Care Equipment & Services $ 39,553,375
------------
Pharmaceuticals & Biotechnology - 15.2%
Biotechnology - 5.8%
308,000 Amgen, Inc.* $ 20,090,840
148,700 Gilead Sciences, Inc.* 8,797,092
------------
$ 28,887,932
------------
Pharmaceuticals - 9.4%
175,300 Astrazeneca Plc (A.D.R.) $ 10,486,446
161,000 Eli Lilly & Co. 8,898,470
188,000 Johnson & Johnson 11,264,960
282,596 Par Pharmaceutical Co., Inc.*(b) 5,216,722
350,128 Teva Pharmaceutical Industries, Ltd. (b) 11,060,544
------------
$ 46,927,142
------------
Total Pharmaceuticals & Biotechnology $ 75,815,074
------------
Diversified Financials - 5.5%
Asset Management & Custody Banks - 2.2%
89,700 Franklin Resources, Inc.* $ 7,786,857
33,200 Legg Mason, Inc.* 3,304,064
------------
$ 11,090,921
------------
Consumer Finance - 2.3%
210,600 American Express Co. $ 11,208,132
------------
Investment Banking & Brokerage - 1.0%
73,100 Merrill Lynch & Co., Inc. $ 5,084,836
------------
Total Diversified Financials $ 27,383,889
------------
Software & Services - 7.9%
Systems Software - 7.9%
627,300 Macrovision Corp.* $ 13,499,496
1,120,500 Microsoft Corp. 26,107,650
------------
$ 39,607,146
------------
Total Software & Services $ 39,607,146
------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Technology Hardware & Equipment - 18.4%
Communications Equipment - 12.4%
1,068,800 Cisco Systems, Inc.* $ 20,873,664
388,700 Corning, Inc.* 9,402,653
101,613 F5 Networks, Inc.* 5,434,263
299,800 Foundry Networks, Inc.* 3,195,868
675,000 Juniper Networks, Inc.* 10,793,250
593,500 Motorola, Inc. 11,959,025
------------
$ 61,658,723
------------
Computer Hardware - 6.0%
185,800 Apple Computer, Inc.* $ 10,612,896
597,000 Dell, Inc.* 14,572,770
302,240 Palm, Inc.*(b) 4,866,064
------------
$ 30,051,730
------------
Total Technology Hardware & Equipment $ 91,710,453
------------
Semiconductors - 4.4%
180,250 Maxim Integrated Products* $ 5,787,828
532,500 Texas Instruments, Inc. 16,129,425
------------
$ 21,917,253
------------
Total Semiconductors $ 21,917,253
------------
Utilities - 2.8%
Independent Power Producer & Energy Traders - 2.8%
230,900 TXU Corp. $ 13,805,511
------------
Total Utilities $ 13,805,511
------------
TOTAL COMMON STOCKS
(Cost $514,377,847) $499,758,406
------------
20 The accompanying notes are an integral part of these financial statements.
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
TEMPORARY CASH INVESTMENT - 7.3%
Security Lending Collateral - 7.3%
36,248,288 Securities Lending Investment Fund, 5.16% $ 36,248,288
------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $36,248,288) $ 36,248,288
------------
TOTAL INVESTMENTS IN SECURITIES - 107.4%
(Cost $550,626,135) $536,006,694
------------
OTHER ASSEST AND LIABILITIES - (7.4)% $(36,818,123)
------------
TOTAL NET ASSETS - 100.0% $499,188,571
============
(A.D.R.) American Depositary Receipt
* Non-income producing security
(a) At June 30, 2006, the net unrealized gain on investments based on cost
for federal income tax purposes of $559,125,496 was as follows:
Aggregate gross unrealized gain for all investments in
which there is an excess of value over tax cost $ 20,614,696
Aggregate gross unrealized loss for all investments in
which there is an excess of tax cost over value (43,733,499)
--------------
Net unrealized loss $ (23,118,803)
==============
(b) At June 30, 2006, the following securities were out on loan:
Market
Shares Security Value
107,171 Carnival Corp. $ 4,473,318
131,076 Cooper Companies, Inc. 5,805,356
220,419 IMS Health, Inc.++ 5,918,250
246,946 Palm, Inc.* 3,975,831
200,826 Par Pharmaceutical Co., Inc.* 3,707,248
346,627 Teva Pharmaceutical Industries, Ltd. 10,949,947
------------
Total $ 34,829,950
============
++ Pending sale at 6/30/06
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended June 30, 2006 aggregated $270,650,239 and $335,731,009,
respectively.
The accompanying notes are an integral part of these financial statements. 21
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 6/30/06 (unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities (including securities loaned of
$34,829,950) (cost $550,626,135) $ 536,006,694
Receivables -
Investment securities sold 20,612,307
Fund shares sold 109,303
Dividends, interest and foreign taxes withheld 863,339
Other 25,141
--------------
Total assets $ 557,616,784
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 19,722,472
Fund shares repurchased 787,056
Upon return of securities loaned 36,248,288
Due to bank 1,209,626
Due to affiliates 110,610
Accrued expenses 350,161
--------------
Total liabilities $ 58,428,213
--------------
NET ASSETS:
Paid-in capital $1,018,511,533
Accumulated net investment loss (981,059)
Accumulated net realized loss on investments (503,722,462)
Net unrealized loss on investments (14,619,441)
--------------
Total net assets $ 499,188,571
==============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $365,424,144/30,090,921 shares) $ 12.14
==============
Class B (based on $97,646,961/8,913,461 shares) $ 10.95
==============
Class C (based on $32,447,664/2,927,316 shares) $ 11.08
==============
Investor Class (based on $816,590/66,846 shares) $ 12.22
==============
Class R (based on $374,516/31,008 shares) $ 12.08
==============
Class Y (based on $2,478,696/192,980 shares) $ 12.84
==============
MAXIMUM OFFERING PRICE:
Class A ($12.14 [divided by] 94.25%) $ 12.88
==============
22 The accompanying notes are an integral part of these financial statements.
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
- --------------------------------------------------------------------------------
For the Six Months Ended 6/30/06
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $64,665) $3,477,919
Interest 44,213
Income from securities loaned, net 10,321
----------
Total investment income $ 3,532,453
------------
EXPENSES:
Management fees
Basic Fee $1,907,625
Performance Adjustment (237,908)
Transfer agent fees and expenses
Class A 907,589
Class B 427,176
Class C 111,393
Investor Class 3,368
Class R 817
Class Y 487
Distribution fees
Class A 460,957
Class B 573,051
Class C 182,325
Class R 1,057
Administrative reimbursements 54,266
Custodian fees 11,983
Registration fees 34,854
Professional fees 20,603
Printing expense 41,961
Fees and expenses of nonaffiliated trustees 7,917
Miscellaneous 10,828
----------
Total expenses $ 4,520,349
Less management fees waived and expenses
reimbursed by Pioneer Investment
Management, Inc. (1,233)
Less fees paid indirectly (5,604)
------------
Net expenses $ 4,513,512
------------
Net investment loss $ (981,059)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments $ 15,248,925
------------
Change in net unrealized loss on Investments $(29,326,189)
------------
Net loss on investments $(14,077,264)
------------
Net decrease in net assets resulting from operations $(15,058,323)
============
The accompanying notes are an integral part of these financial statements. 23
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 6/30/06 and the Year Ended 12/31/05, respectively
Six Months
Ended Year
6/30/06 Ended
(unaudited) 12/31/05
FROM OPERATIONS:
Net investment loss $ (981,059) $ (3,438,575)
Net realized gain on investments 15,248,925 56,226,606
Change in net unrealized gain (loss) on investments (29,326,189) (37,581,730)
------------- --------------
Net increase (decrease) in net assets resulting
from operations $ (15,058,323) $ 15,206,301
------------- --------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A $0.00 and $0.00 per share, respectively) $ - $ (74,305)
Class R ($0.00 and $0.00 per share, respectively) - (47)
Class Y ($0.00 and $0.00 per share, respectively) - (430)
------------- --------------
Total distributions to shareowners $ - $ (74,782)
------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 34,222,280 $ 61,452,225
Reinvestment of distributions - 71,087
Cost of shares repurchased (98,676,431) (209,462,633)
------------- --------------
Net decrease in net assets resulting from
Fund share transactions $ (64,454,151) $ (147,939,321)
------------- --------------
Net decrease in net assets $ (79,512,474) $ (132,807,802)
NET ASSETS:
Beginning of period 578,701,045 711,508,847
------------- --------------
End of period (accumulated net investment loss of
$(981,059) and $0 respectively) $ 499,188,571 $ 578,701,045
============= ==============
24 The accompanying notes are an integral part of these financial statements.
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
'06 Shares '06 Amount '05 Shares '05 Amount
(unaudited) (unaudited)
CLASS A
Shares sold 2,120,023 $ 27,217,114 3,410,163 $ 41,246,767
Reinvestment of distributions - - 5,638 71,035
Less shares repurchased (4,270,793) (54,377,385) (10,325,481) (124,860,166)
---------- ------------- ----------- --------------
Net decrease (2,150,770) $ (27,160,271) (6,909,680) $ (83,542,364)
---------- ------------- ----------- --------------
CLASS B
Shares sold 407,043 $ 4,686,334 1,116,299 $ 12,355,953
Less shares repurchased (3,133,840) (36,285,238) (5,376,317) (59,237,225)
---------- ------------- ----------- --------------
Net decrease (2,726,797) $ (31,598,904) (4,260,018) $ (46,881,272)
---------- ------------- ----------- --------------
CLASS C
Shares sold 175,119 $ 2,036,837 633,790 $ 7,059,454
Less shares repurchased (623,264) (7,254,345) (1,700,164) (18,903,111)
---------- ------------- ----------- --------------
Net decrease (448,145) $ (5,217,508) (1,066,374) $ (11,843,657)
---------- ------------- ----------- --------------
INVESTOR CLASS
Less shares repurchased (20,903) $ (272,522) (469,139) $ (5,553,756)
---------- ------------- ----------- --------------
Net decrease (20,903) $ (272,522) (469,139) $ (5,553,756)
---------- ------------- ----------- --------------
CLASS R
Shares sold 3,582 $ 45,250 12,463 $ 153,393
Reinvestment of distributions - - 2 25
Less shares repurchased (6,157) (78,049) (3,237) (38,317)
---------- ------------- ----------- --------------
Net increase (decrease) (2,575) $ (32,799) 9,228 $ 115,101
---------- ------------- ----------- --------------
CLASS Y
Shares sold 17,747 $ 236,745 50,346 $ 636,658
Reinvestment of distributions - - 2 27
Less shares repurchased (30,227) (408,892) (69,145) (870,058)
---------- ------------- ----------- --------------
Net decrease (12,480) $ (172,147) (18,797) $ (233,373)
---------- ------------- ----------- --------------
The accompanying notes are an integral part of these financial statements. 25
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/06 Year Ended
(unaudited) 12/31/05
CLASS A
Net asset value, beginning of period $ 12.52 $ 12.13
--------- ---------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.01) $ (0.03)
Net realized and unrealized gain (loss) on investments (0.37) 0.42
--------- ---------
Net increase (decrease) from investment operations $ (0.38) $ 0.39
Distributions to shareowners:
Net investment income - (0.00)(b)
--------- ---------
Net increase (decrease) in net asset value $ (0.38) $ 0.39
--------- ---------
Net asset value, end of period $ 12.14 $ 12.52
========= =========
Total return* (3.04)% 3.23%
Ratio of net expenses to average net assets+ 1.37%** 1.40%
Ratio of net investment income (loss) to average net assets+ (0.08)%** (0.27)%
Portfolio turnover rate 99%** 79%
Net assets, end of period (in thousands) $ 365,424 $ 403,610
Ratios with reductions for fees paid indirectly:
Net expenses 1.37%** 1.39%
Net investment income (loss) (0.08)%** (0.26)%
Year Ended Year Ended Year Ended Year Ended
12/31/04 12/31/03 12/31/02 (a) 12/31/01
CLASS A
Net asset value, beginning of period $ 11.42 $ 9.05 $ 13.90 $ 17.21
-------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.04 $ (0.04) $ (0.04) $ (0.04)
Net realized and unrealized gain (loss) on investments 0.68 2.41 (4.81) (3.27)
-------- -------- -------- --------
Net increase (decrease) from investment operations $ 0.72 $ 2.37 $ (4.85) $ (3.31)
Distributions to shareowners:
Net investment income (0.01) - - -
-------- -------- -------- --------
Net increase (decrease) in net asset value $ 0.71 $ 2.37 $ (4.85) $ (3.31)
-------- -------- -------- --------
Net asset value, end of period $ 12.13 $ 11.42 $ 9.05 $ 13.90
======== ======== ======== ========
Total return* 6.29% 26.19% (34.89)% (19.23)%
Ratio of net expenses to average net assets+ 1.37% 1.45% 1.39% 1.18%
Ratio of net investment income (loss) to average net assets+ 0.35% (0.42)% (0.39)% (0.29)%
Portfolio turnover rate 194% 47% 88% 111%
Net assets, end of period (in thousands) $475,096 $516,234 $452,070 $836,149
Ratios with reductions for fees paid indirectly:
Net expenses 1.37% 1.45% 1.38% 1.16%
Net investment income (loss) 0.35% (0.42)% (0.38)% (0.27)%
* 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.
+ Ratio with no reduction for fees paid indirectly.
(a) The per share data presented above is based upon the average shares
outstanding for the year presented.
(b) Amount rounds to less than $0.01 cent per share.
26 The accompanying notes are an integral part of these financial statements.
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/06 Year Ended
(unaudited) 12/31/05
CLASS B
Net asset value, beginning of period $ 11.35 $ 11.11
--------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.07) $ (0.16)
Net realized and unrealized gain (loss) on investments (0.33) 0.40
--------- -------
Net increase (decrease) from investment operations $ (0.40) $ 0.24
--------- -------
Net increase (decrease) in net asset value $ (0.40) $ 0.24
--------- -------
Net asset value, end of period $ 10.95 $ 11.35
========= =======
Total return* (3.52)% 2.16%
Ratio of net expenses to average net assets+ 2.42%** 2.37%
Ratio of net investment loss to average net assets+ (1.15)%** (1.25)%
Portfolio turnover rate 99%** 79%
Net assets, end of period (in thousands) $ 97,647 $132,109
Ratios with reductions for fees paid indirectly:
Net expenses 2.42%** 2.35%
Net investment loss (1.15)%** (1.23)%
Year Ended Year Ended Year Ended Year Ended
12/31/04 12/31/03 12/31/02 12/31/01
CLASS B
Net asset value, beginning of period $ 10.54 $ 8.43 $ 13.07 $ 16.31
-------- ------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.06) $ (0.14) $ (0.27) $ (0.17)
Net realized and unrealized gain (loss) on investments 0.63 2.25 (4.37) (3.07)
-------- ------- -------- --------
Net increase (decrease) from investment operations $ 0.57 $ 2.11 $ (4.64) $ (3.24)
-------- ------- -------- --------
Net increase (decrease) in net asset value $ 0.57 $ 2.11 $ (4.64) $ (3.24)
-------- ------- -------- --------
Net asset value, end of period $ 11.11 $ 10.54 $ 8.43 $ 13.07
======== ======= ======== ========
Total return* 5.41% 25.03% (35.50)% (19.86)%
Ratio of net expenses to average net assets+ 2.27% 2.44% 2.26% 1.98%
Ratio of net investment loss to average net assets+ (0.58)% (1.41)% (1.27)% (1.09)%
Portfolio turnover rate 194% 47% 88% 111%
Net assets, end of period (in thousands) $176,623 $213,481 $201,822 $400,506
Ratios with reductions for fees paid indirectly:
Net expenses 2.27% 2.43% 2.25% 1.97%
Net investment loss (0.58)% (1.40)% (1.26)% (1.08)%
* 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.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 27
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/06 Year Ended
(unaudited) 12/31/05
CLASS C
Net asset value, beginning of period $ 11.48 $ 11.23
--------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.06) $ (0.15)
Net realized and unrealized gain (loss) on investments (0.34) 0.40
--------- -------
Net increase (decrease) from investment operations $ (0.40) $ 0.25
--------- -------
Net increase (decrease) in net asset value $ (0.40) $ 0.25
--------- -------
Net asset value, end of period $ 11.08 $ 11.48
========= =======
Total return* (3.48)% 2.23%
Ratio of net expenses to average net assets+ 2.29%** 2.31%
Ratio of net investment loss to average net assets+ (1.00)%** (1.18)%
Portfolio turnover rate 99%** 79%
Net assets, end of period (in thousands) $ 32,448 $38,751
Ratios with reductions for fees paid indirectly:
Net expenses 2.29%** 2.30%
Net investment loss (1.00%)** (1.17%)
Year Ended Year Ended Year Ended Year Ended
12/31/04 12/31/03 12/31/02 12/31/01
CLASS C
Net asset value, beginning of period $ 10.65 $ 8.51 $ 13.18 $ 16.42
------- ------- --------- ---------
Increase (decrease) from investment operations:
Net investment loss $ (0.06) $ (0.12) $ (0.23) $ (0.15)
Net realized and unrealized gain (loss) on investments 0.64 2.26 (4.44) (3.09)
------- ------- --------- ---------
Net increase (decrease) from investment operations $ 0.58 $ 2.14 $ (4.67) $ (3.24)
------- ------- --------- ---------
Net increase (decrease) in net asset value $ 0.58 $ 2.14 $ (4.67) $ (3.24)
------- ------- --------- ---------
Net asset value, end of period $ 11.23 $ 10.65 $ 8.51 $ 13.18
======= ======= ========= =========
Total return* 5.45% 25.15% (35.43)% (19.73)%
Ratio of net expenses to average net assets+ 2.17% 2.32% 2.25% 1.87%
Ratio of net investment loss to average net assets+ (0.46)% (1.29)% (1.26)% (0.98)%
Portfolio turnover rate 194% 47% 88% 111%
Net assets, end of period (in thousands) $49,881 $56,358 $ 45,651 $ 83,129
Ratios with reductions for fees paid indirectly:
Net expenses 2.17% 2.31% 2.24% 1.85%
Net investment loss (0.46%) (1.28%) (1.25%) (0.96%)
* 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.
+ Ratio with no reduction for fees paid indirectly.
28 The accompanying notes are an integral part of these financial statements.
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/06 Year Ended 12/11/04 (b)
(unaudited) 12/31/05 to 12/31/04
INVESTOR CLASS
Net asset value, beginning of period $ 12.56 $ 12.14 $ 11.76
-------- ------- --------
Increase (decrease) from investment operations:
Net investment income $ 0.01 $ 0.05 $ 0.01
Net realized and unrealized gain (loss) on
investments (0.35) 0.37 0.37
-------- ------- --------
Net increase (decrease) from
investment operations $ (0.34) $ 0.42 $ 0.38
-------- ------- --------
Net increase (decrease) in net asset value $ (0.34) $ 0.42 $ 0.38
-------- ------- --------
Net asset value, end of period $ 12.22 $ 12.56 $ 12.14
======== ======= ========
Total return* (2.86)% 3.46% 3.23% (a)
Ratio of net expenses to average net assets+ 1.15%** 0.95% 0.85%**
Ratio of net investment income to average
net assets+ 0.13%** 0.20% 0.93%**
Portfolio turnover rate 99%** 79% 194%
Net assets, end of period (in thousands) $ 817 $ 1,102 $ 6,766
Ratios with no waiver of management fees and
assumption of expenses by PIM and no
reductions for fees paid indirectly:
Net expenses 1.43%** 1.00% 0.85%**
Net investment income (loss) (0.15)%** 0.15% 0.91%**
Ratios with waiver of management fees and
assumption of expenses by PIM and
reductions for fees paid indirectly:
Net expenses 1.15%** 0.95% 0.85%**
Net investment income 0.13%** 0.20% 0.93%**
(a) Return is not annualized.
(b) Investor Class shares commenced operations on December 11, 2004.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at each end of each period.
** Annualized.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 29
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/06 Year Ended Year Ended 4/1/03 (a)
(unaudited) 12/31/05 12/31/04 to 12/31/03
CLASS R
Net asset value, beginning of
period $ 12.47 $ 12.12 $ 11.45 $ 9.26
-------- --------- ------- ----------
Increase (decrease) from
investment operations:
Net investment income (loss) $ (0.02) $ (0.06) $ 0.07 $ (0.00)(b)
Net realized and unrealized
gain (loss) on investments (0.37) 0.41 0.65 2.19
-------- --------- ------- ----------
Net increase (decrease) from
investment operations $ (0.39) $ 0.35 $ 0.72 $ 2.19
Distributions to shareowners:
Net investment Income - (0.00)(b) (0.05) -
-------- --------- ------- ----------
Net increase (decrease) in net
asset value $ (0.39) $ 0.35 $ 0.67 $ 2.19
-------- --------- ------- ----------
Net asset value, end of period $ 12.08 $ 12.47 $ 12.12 $ 11.45
======== ========= ======= ==========
Total return* (3.13)% 2.90% 6.26% 23.65%(c)
Ratio of net expenses to average
net assets+ 1.59%** 1.72% 1.37% 1.18%**
Ratio of net investment income
(loss) to average net assets+ (0.31)%** (0.59)% 1.01% (0.11)%**
Portfolio turnover rate 99%** 79% 194% 47%
Net assets, end of period
(in thousands) $ 375 $ 419 $ 295 $ 4
Ratios with reductions for fees
paid indirectly:
Net expenses 1.59%** 1.70% 1.37% 1.18%**
Net investment income (loss) (0.31)%** (0.57)% 1.01% (0.11)%**
(a) Class R shares were first publicly offered on April 1, 2003.
(b) Amount rounds to less than $0.01 cent per share.
(c) Return is not annualized.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at each end of each period.
** Annualized.
+ Ratio with no reduction for fees paid indirectly.
30 The accompanying notes are an integral part of these financial statements.
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/06 Year Ended
CLASS Y (unaudited) 12/31/05
Net asset value, beginning of period $ 13.19 $ 12.70
------- ---------
Increase (decrease) from investment operations:
Net investment income $ 0.04 $ 0.05
Net realized and unrealized gain (loss) on investments (0.39) 0.44
------- ---------
Net increase (decrease) from investment operations $ (0.35) $ 0.49
Distributions to shareowners:
Net investment income - (0.00)(a)
------- ---------
Net increase (decrease) in net asset value $ (0.35) $ 0.49
------- ---------
Net asset value, end of period $ 12.84 $ 13.19
======= =========
Total return* (2.65)% 3.88%
Ratio of net expenses to average net assets+ 0.71%** 0.73%
Ratio of net investment income to average net assets+ 0.58%** 0.40%
Portfolio turnover rate 99%** 79%
Net assets, end of period (in thousands) $ 2,479 $ 2,710
Ratios with reductions for fees paid indirectly:
Net expenses 0.71%** 0.72%
Net investment income 0.58%** 0.41%
Year Ended Year Ended Year Ended Year Ended
CLASS Y 12/31/04 12/31/03 12/31/02 12/31/01
Net asset value, beginning of period $ 11.95 $ 9.39 $ 14.34 $ 17.65
------- -------- --------- ---------
Increase (decrease) from investment operations:
Net investment income $ 0.13 $ 0.03 $ 0.03 $ 0.04
Net realized and unrealized gain (loss) on investments 0.71 2.53 (4.98) (3.35)
------- -------- --------- ---------
Net increase (decrease) from investment operations $ 0.84 $ 2.56 $ (4.95) $ (3.31)
Distributions to shareowners:
Net investment income (0.09) - - -
------- -------- --------- ---------
Net increase (decrease) in net asset value $ 0.75 $ 2.56 $ (4.95) $ (3.31)
------- -------- --------- ---------
Net asset value, end of period $ 12.70 $ 11.95 $ 9.39 $ 14.34
======= ======== ========= =========
Total return* 7.08% 27.26% (34.52)% (18.75)%
Ratio of net expenses to average net assets+ 0.67% 0.71% 0.74% 0.61%
Ratio of net investment income to average net assets+ 1.02% 0.32% 0.24% 0.33%
Portfolio turnover rate 194% 47% 88% 111%
Net assets, end of period (in thousands) $ 2,849 $ 3,242 $ 3,231 $ 10,755
Ratios with reductions for fees paid indirectly:
Net expenses 0.66% 0.71% 0.73% 0.58%
Net investment income 1.02% 0.32% 0.25% 0.36%
(a) Amount rounds to less than $0.01 cent per share.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at each end of each period.
** Annualized.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 31
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/06 (unaudited)
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Growth Shares (the Fund) is a Delaware statutory trust registered under
the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to seek
appreciation of capital.
The Fund offers six classes of shares - Class A, Class B, Class C, Investor
Class, Class R and Class Y shares. Class R shares were first publicly offered
on April 1, 2003. The Fund is not offering additional Investor Class shares
except in connection with the reinvestment of dividends on the Fund's
outstanding Investor Class shares. Investor Class shares were first issued on
December 11, 2004. Each class of shares represents an interest in the same
portfolio of investments of the Fund and has equal rights to voting,
redemptions, dividends and liquidation, except that each class of shares can
bear different transfer agent and distribution fees and has exclusive voting
rights with respect to the distribution plans that have been adopted by Class
A, Class B, Class C and Class R shareowners, respectively. There is no
distribution plan for Class Y and Investor Class shares.
The Fund's financial statements have been prepared in conformity with U.S.
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 income, expenses and gains and losses on investments during the
reporting period. Actual results could differ from those estimates. The
following is a summary of significant accounting policies followed by the Fund
in the preparation of its financial statements, which are consistent with those
policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value
of the Fund is computed once daily, on each day the New York Stock
Exchange (NYSE) is open, as of the close of regular trading on the NYSE.
In computing the net asset value, securities are valued at the last sale
price on the principal exchange where they are traded. Securities that
have not traded on the date of valuation, or securities for which sale
prices
32
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 NYSE. The values of such securities used in computing the net asset
value of the Fund's shares are determined as of such times. The Fund also
may use the fair value of a security including a non-U.S. security when
the closing market price on the principal exchange where the security is
traded no longer reflects the value of the security. At June 30, 2006
there were no securities fair valued. Temporary cash investments are
valued at amortized cost.
Dividend income is recorded on the ex-dividend date except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Fund becomes aware of the ex-dividend
data in exercise of reasonable diligence. Interest income is recorded on
the accrual basis. Dividend and interest income are reported net of
unrecoverable foreign taxes withheld at the applicable country rates.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
At times, the Fund's investments may represent industries or industry
sectors that are interrelated or have common risks, making it more
susceptible to any economic, political, or regulatory developments or
other risks affecting those industries and sectors. Information regarding
the Fund's principal risks are contained in the Fund's prospectus. Please
refer to those documents when considering the Fund's risks.
B. Futures Contracts
The Fund may enter into futures transactions to hedge against changes in
interest rates, securities prices, and currency rates or to seek to
increase total return. Upon entering into a futures contract, the Fund is
required to deposit with a broker an amount of cash or securities equal to
the minimum "initial margin" requirements of the associated futures
exchange. Subsequent payments on futures contracts ("variation margin")
are paid or received by
33
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
the Fund, depending on the daily fluctuation in the value of the contracts,
and are recorded by the Fund as unrealized gains or losses. When the
contract is closed, the Fund realizes a gain or loss equal to the difference
between the opening and closing value of the contract. The use of futures
contracts involves, to varying degrees, elements of market risk which may
exceed the amounts recognized by the Fund. Change in value of the contracts
may not directly correlate to the change in value of the underlying
securities. These risks may decrease the effectiveness of the Fund's hedging
strategies and potentially result in a loss. At June 30, 2006 there were no
open futures contracts.
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 shareowners. Therefore, no federal income tax provision is
required.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources 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 tax character of current year distributions payable will be determined
at the end of the current fiscal year. The tax character of distributions
paid during the year ended December 31, 2005 was as follows:
- --------------------------------------------------------------------------------
2005
- --------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $74,782
Long-term capital gain -
-------
Total $74,782
=======
- --------------------------------------------------------------------------------
The following shows the components of accumulated losses on a federal income
tax basis at December 31, 2005.
34
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2005
- --------------------------------------------------------------------------------
Capital loss carryforward $ (510,472,025)
Unrealized appreciation 6,207,386
---------------
Total $ (504,264,639)
===============
- --------------------------------------------------------------------------------
The difference between book basis and tax basis unrealized appreciation is
attributable to the tax deferral of losses on wash sales.
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the
Fund and a wholly owned indirect subsidiary of UniCredito Italiano S.p.A
(UniCredito Italiano), earned $38,342 in underwriting commissions on the
sale of Class A shares for the six months ended June 30, 2006.
E. Class Allocations
Distribution fees are calculated based on the average daily net asset
value attributable to Class A, Class B, Class C, Investor Class and Class
R shares of the Fund, respectively (see Note 4). Class Y and Investor
Class shares are not subject to a distribution plan. Shareowners of each
class share all expenses and fees paid to the transfer agent, Pioneer
Investment Management Shareholder Services, Inc. (PIMSS), for its
services, which are allocated based on the number of accounts in each
class and the ratable allocation of related out-of-pocket expenses (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 their respective percentage of adjusted net assets at
the beginning of the day. Distributions to shareowners are recorded as of
the ex-dividend date. Distributions paid by the Fund with respect to each
class of shares are calculated in the same manner, at the same time, and
in the same amount, except that Class A, Class B, Class C, Investor Class,
Class R and Class Y shares can bear different transfer agent and
distribution fees.
35
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
F. Securities Lending
The Fund lends securities in the Portfolio to certain broker-dealers or
other institutional investors, with the Fund's custodian acting as the
lending agent. When entering into a loan, the Fund receives collateral,
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Fund also continues to receive interest or
payments in lieu of dividends on the securities loaned. Gain or loss on
the fair value of the loaned securities that may occur during the term of
the loan will be for account of the Fund. The loans are secured by
collateral of at least 102%, at all times, of the fair value of the
securities loaned. The amount of the collateral will be adjusted daily to
reflect any price fluctuation in the value of the loaned securities. The
Fund has the right under the lending agreements to recover the securities
from the borrower on demand. The Fund invests cash collateral in the
Securities Lending Investment Fund, which is sponsored by Brown Brothers
Harriman & Co., the Fund's custodian.
G. Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, the value
of the underlying securities (collateral), including accrued interest
received from counterparties, is required to be at least equal to or in
excess of the value of the repurchase agreement at the time of purchase.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian, or subcustodians. The
Fund's investment adviser, Pioneer Investment Management, Inc. (PIM), is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredito Italiano, manages the
Fund's portfolio. Management fees are calculated daily at the annual rate of
0.70% of the Fund's average daily net assets up to $500 million; 0.65% of the
next $500 million; and 0.625% of the excess over $1 billion. The basic fee is
subject to a performance adjustment up to a maximum of +/-0.10% based on the
Fund's Class A investment performance as compared with the Russell 1000 Growth
Index over a rolling 36-month period. In addition the fee is further limited to
a maximum annualized rate adjustment of +/-0.10% (a "ceiling"
36
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
and a "floor"). Effective August 1, 2004, PIM commenced a voluntary waiver of
the minimum fee provision (the "floor"), but may reimpose it in the future. For
the six months ended June 30, 2006, the aggregate performance adjustment
resulted in a decrease to the basic fee of $237,908. The management fee was
equivalent to 0.61% of the average daily net assets.
Through December 10, 2006, PIM has agreed not to impose all or a portion of its
management fee and to assume other operating expenses (excluding taxes,
commissions, interest and extraordinary expenses) of the Fund to the extent
necessary to limit expenses to 1.15% of average daily net assets attributable
to Investor Class shares.
In addition, under the management and administrative agreements, certain other
services and costs, including accounting, regulatory reporting, and insurance
premiums, are paid by the Fund. At June 30, 2006, $316,551 was payable from PIM
related to management fees, administrative costs and certain other services and
is included in due to affiliates.
3. Transfer Agent
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in due to affiliates is $420,020 in transfer agent
fees payable to PIMSS at June 30, 2006.
4. Distribution and Service Plans
The Fund adopted a Plan of Distribution for each class of shares (Class A Plan,
Class B Plan, Class C Plan, and Class R Plan) in accordance with Rule 12b-1 of
the Investment Company Act of 1940. Pursuant to the Class A Plan, the Fund pays
PFD a service fee of up to 0.25% of the average daily net assets attributable
to Class A shares in reimbursement of its actual expenditures to finance
activities primarily intended to result in the sale of Class A shares. Pursuant
to the Class B Plan and the Class C Plan, the Fund pays PFD 1.00% of the
average daily net assets attributable to each class of shares. The fee consists
of a 0.25% service fee and a 0.75% distribution fee paid as compensation for
personal services and/or account maintenance services or distribution services
with regard to Class B and Class C shares. Pursuant to the Class R Plan, the
Fund pays PFD 0.50% of the average daily net assets attributable to Class R
shares as
37
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/06 (unaudited) (continued)
- --------------------------------------------------------------------------------
compensation for distribution services. Included in due to affiliates is $6,063
in distribution fees payable to PFD at June 30, 2006 The Fund also has adopted
a separate service plan for Class R shares (Service Plan). The Service Plan
authorizes the Fund to pay securities dealers, plan administrators or other
services organizations that agree to provide certain services to retirement
plans or plan participants holding shares of the Fund a service fee of up to
0.25% of the Fund's average daily net assets attributable to Class R shares
held by such plans.
In addition, redemptions of each class of shares (except Class Y and Investor
Class shares) may be subject to a contingent deferred sales charge (CDSC).
Effective February 1, 2004, a CDSC of 1.00% may be imposed on redemptions of
certain net asset value purchases of Class A shares within 18 months of
purchase (12 months for shares purchased prior to February 1, 2004). Class B
shares that are redeemed within six years of purchase are subject to a CDSC at
declining rates beginning at 4.00%, based on the lower of cost or market value
of shares being redeemed. Redemptions of Class C shares within one year of
purchase are subject to a CDSC of 1.00%. Redemptions of Class R shares within
18 months of purchase were subject to a CDSC of 1.00%. Effective July 1, 2004,
the CDSC on Class R shares was eliminated. Proceeds from the CDSCs are paid to
PFD. For the six months ended June 30, 2006, CDSCs in the amount of $98,596
were paid to PFD.
5. Expense Offset Arrangements
The Fund has entered into certain expense offset arrangements with PIMSS
resulting in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the six months ended June 30, 2006, the Fund's expenses
were reduced by $5,604 under such arrangements.
6. Line Of Credit Facility
The Fund, along with certain others in the Pioneer Family of Funds (the Funds),
collectively participate in a $50 million committed, unsecured revolving line
of credit facility. Borrowings are used solely for temporary or emergency
purposes. The Fund may borrow up to the lesser of $50 million or the limits set
by its prospectus for borrowings. Interest on collective borrowings is payable
at the Federal Funds Rate plus 1/2% on an annualized basis. The Funds pay an
annual
38
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
commitment fee for this facility. The commitment fee is allocated among such
Funds based on their respective borrowing limits. For the six months ended June
30, 2006, the Fund had no borrowings under this agreement.
7. Merger Information
On December 8, 2004, beneficial owners of Safeco Large-Cap Growth Fund approved
a proposed Agreement and Plan of Reorganization that provided for the merger
listed below. This tax-free reorganization was accomplished on December 10,
2004, by exchanging all of Safeco's net assets for Investor Class shares of the
Fund, based on Class A shares' ending net asset value. The following charts
show the details of the reorganizations as of that closing date ("Closing
Date"):
- -------------------------------------------------------------------------------------------
Pioneer Growth Safeco Large-Cap Pioneer Growth
Shares Growth Fund Shares
(Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization)
- -------------------------------------------------------------------------------------------
Net Assets $696,269,073 $6,560,837 $702,829,910
Shares Outstanding 60,757,867 679,972 61,315,761
Investor Class
Shares Issued 557,894
- -------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Unrealized
Appreciation/(Depreciation) Accumulated
on Closing Date Gain/(Loss)
- --------------------------------------------------------------------------------
Safeco Large-Cap Growth Fund $697,836 $(610,297)
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION (unaudited)
For the fiscal year ended December 31, 2005, the percentage of the ordinary
income distributions made by the Fund subject to a maximum tax rate of 15%, as
provided for by the Jobs and Growth Tax Relief Act of 2003, was 100.00%.
The qualifying percentage of the Fund's ordinary income dividends for the
purposes of the corporate dividends received deduction was 100.00%.
39
Pioneer Growth Shares
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
David R. Bock Osbert M. Hood, Executive
Mary K. Bush Vice President
Margaret B.W. Graham Vincent Nave, Treasurer
Osbert M. Hood Dorothy E. Bourassa, Secretary
Thomas J. Perna
Marguerite A. Piret
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Wilmer Cutler Pickering Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll-free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at pioneerinvestments.com. This information is also available on
the Securities and Exchange Commission's web site at http://www.sec.gov.
40
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HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvestments.com
(for general questions about Pioneer only)
Visit our web site: www.pioneerinvestments.com
Before investing consider the Fund's investment objectives, risks, charges and
expenses. Contact your advisor or Pioneer Investments for a prospectus
containing this information. Read it carefully.
The Fund files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
N/A
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
N/A
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
N/A
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
- ----------------------- ------------------------- -----------------------------------------------
- ------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
- ------------------------------------------- ------------------------------
- --------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
- --------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
N/A
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's independent auditor, Ernst &
Young LLP ("E&Y"), has advised the Audit
Committee of the Fund's Board of Trustees that
E&Ys Spanish affiliate (E&Y Spain) performed
certain non-audit work for Pioneer Global
Investments Limited ("PGIL"), an affiliate of the
Funds investment adviser. The services involved
the receipt and disbursement of monies transferred
to E&Y Spain by PGIL in payment of individual
payroll and related income tax withholdings due on
returns prepared by E&Y Spain for certain PGIL
employees located in Spain from February 2001 to
October 2005. E&Y became auditors of the Fund in
May 2002. These payroll and tax services were
discontinued in November 2005. The annual fee
received by E&Y Spain for all such services totaled
approximately 9,000 Euro per year. E&Y has informed
the Audit Committee that based on its internal
reviews and the de minimus nature of the services
provided and fees received, E&Y does not believe
its independence with respect to the Fund has been
impaired or that it is disqualified from acting as
independent auditors to the Fund.
N/A
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer and principal financial
officer have concluded, that the registrant's disclosure controls and
procedures are effective based on their evaluation of these controls and
procedures as of a date within 90 days of the filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the registrant's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Growth Shares Fund
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date August 31, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date August 31, 2006
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date August 31, 2006
* Print the name and title of each signing officer under his or her signature.