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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
(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, 2004 through June 30, 2004
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.
Pioneer
-----------------------
GROWTH
SHARES
Semiannual
Report
6/30/04
[LOGO]PIONEER
Investments(R)
Table of Contents
- --------------------------------------------------------------------------------
Letter to Shareowners 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 8
Schedule of Investments 12
Financial Statements 18
Notes to Financial Statements 27
Trustees, Officers and Service Providers 34
The Pioneer Family of Mutual Funds 35
Pioneer Growth Shares
- --------------------------------------------------------------------------------
LETTER TO SHAREOWNERS 6/30/04
- --------------------------------------------------------------------------------
Dear Shareowner,
- --------------------------------------------------------------------------------
U.S. equity markets traced a jagged course through the first half of the year,
ending on June 30 only slightly ahead of where they started. Mid-sized and
small-cap indices scored modest gains, while indicators that track large-cap
stocks showed even smaller changes. For bond investors, Treasury issues wound
up the period with higher yields and lower prices than at year-end. The same
was true of corporate issues, whose prices gave ground in the face of rising
interest rates, while high-yield bonds, outstanding performers over recent
quarters, also cooled off.
Although the economic expansion continued to move ahead, investors were
preoccupied with factors that might have undesirable impacts on the economy and
the markets. For one thing, the threat of terrorism is never far from our
minds. For another, the jump in oil prices, attributed to turmoil in the
Mideast and vast demand from China and other developing nations, was a major
factor. The cost of gas or oil for heating our homes, and gasoline for our cars
is a critical component in household budgets. Industry, too, requires energy,
and in many cases petroleum is an essential raw material.
The "jobless" recovery became a job-generating machine for a few months,
followed by a brief slump and a partial rebound. But strong boosts in
employment quickly triggered fears of economic overheating; too much demand for
goods and services, the reasons for aggressive corporate hiring, might trigger
inflation. That would lead to higher interest rates that could choke off the
recovery by causing consumers and businesses to hold back on outlays. In fact,
on June 30, the Federal Reserve Board raised short-term interest rates by
one-quarter percentage point, the first hike in four years.
While there may be further increases, they probably will be gradual; the
Federal Reserve Board would like to keep the expansion intact while keeping
inflation at bay. And even after the Fed's June move, short-term rates remain
near the lowest levels many of us have seen. U.S. businesses, which have done
massive amounts of cost-cutting in recent years, can readily accommodate
somewhat higher borrowing costs. In addition, the federal income tax cuts that
have helped bolster growth over the past several quarters remain in place.
More growth choices from Pioneer
The possibility of higher interest rates and the economy's direction could have
important implications for the way your portfolio is balanced, so an
appointment with your professional financial advisor may well be in order.
When you talk to your advisor, ask to hear about the Pioneer Oak Ridge and
Pioneer Papp Funds. These six additions to our product lineup are designed to
broaden your opportunities to pursue growth. Please consider the Funds'
investment objectives, risks, charges and expenses carefully before investing.
The prospectus contains that and other information about the Fund and should be
read carefully before you invest or send money. To obtain a prospectus and for
other information on any Pioneer fund, contact your investment advisor, call
1-800-225-6292 or visit our web site www.pioneerfunds.com.
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.
1
Pioneer Growth Shares
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PORTFOLIO SUMMARY 6/30/04
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Portfolio Diversification
- --------------------------------------------------------------------------------
(As a percentage of total investment in securities)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
U.S. Common Stocks 91.2%
Depositary receipts of International Stocks 8.1%
Temporary Cash Investment 0.7%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Information Technology 30.4%
Health Care 22.7%
Consumer Discretionary 14.4%
Industrials 10.1%
Financials 8.6%
Consumer Staples 7.6%
Materials 3.5%
Telecommunication Services 1.6%
Energy 1.1%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
1. Microsoft Corp. 5.87% 6. Pfizer, Inc. 2.46%
2. Intel Corp. 4.40 7. American International 2.40
Group, Inc.
3. Sandisk Corp. 3.02 8. Guidant Corp. 2.40
4. Bristol-Myers Squibb Co. 3.00 9. Sepracor, Inc. 2.35
5. Samsung Electronics 2.83 10. Hewlett-Packard Co. 2.27
This list excludes temporary cash investments and derivative instruments.
Portfolio holdings will vary for other periods.
2
Pioneer Growth Shares
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PERFORMANCE UPDATE 6/30/04 CLASS A SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
Net Asset Value
per Share 6/30/04 12/31/03
$11.27 $11.42
Net
Distributions per Share Investment Short-Term Long-Term
(1/1/04 - 6/30/04) Income Capital Gains Capital Gains
$ - $ - $ -
Investment Returns
- --------------------------------------------------------------------------------
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.
Average Annual Total Returns
(As of June 30, 2004)
Net Asset Public Offering
Period Value Price*
10 Years 9.16% 8.51%
5 Years -10.46 -11.52
1 Year 9.31 3.02
* Reflects deduction of the maximum 5.75% sales charge at the beginning of
the period and assumes reinvestment of distributions at net asset value.
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell
Pioneer 1000
Growth Growth
Shares* Index
6/94 9425 10000
11247 10849
14600 14884
6/96 18536 18324
26651 23909
6/98 35591 33163
38225 44158
6/00 34569 34255
27920 27261
6/02 18178 19658
22939 25508
6/04 22637 26205
Performance data shown represents past performance. Past performance does not
guarantee future results. Assumes reinvestment of all distributions at net
asset value. Investment return and principal value fluctuate, and shares, when
redeemed, may be worth more or less than their original cost. Current
performance may be lower or higher than the performance shown. For performance
data that is current to the most recent month-end, please call 1-800-225-6292
or visit our web site www.pioneerfunds.com.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
The Fund adopted its current name and investment adviser (Pioneer Investment
Management, Inc.) on December 1, 1993. Prior to that date, the Fund's name was
Mutual of Omaha Growth Fund, Inc., and its investment adviser was Mutual of
Omaha Fund Management Company.
The Russell 1000 Growth Index contains those Russell 1000 securities with
greater-than-average growth orientation. 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 the
Index.
3
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/04 CLASS B SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 6/30/04 12/31/03
$10.35 $10.54
Net
Distributions per Share Investment Short-Term Long-Term
(1/1/04 - 6/30/04) Income Capital Gains Capital Gains
$ - $ - $ -
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.
Average Annual Total Returns
(As of June 30, 2004)
If If
Period Held Redeemed*
Life-of-Class
(4/28/95) 6.02% 6.02%
5 Years -11.22 -11.38
1 Year 8.15 4.15
* Reflects deduction of the maximum applicable contingent deferred sales
charge (CDSC) at the end of the period and assumes reinvestment of
distributions. The maximum CDSC of 4% declines to zero over six years.
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell
Pioneer 1000
Growth Growth
Shares* Index
4/95 10000 10000
11825 12258
6/96 14897 15090
21265 19690
6/98 28168 27310
30017 36365
6/00 26941 28210
21589 22450
6/02 13925 16189
17410 21006
6/04 17096 21580
Performance data shown represents past performance. Past performance does not
guarantee future results. Assumes reinvestment of all distributions at net
asset value. Investment return and principal value fluctuate, and shares, when
redeemed, may be worth more or less than their original cost. Current
performance may be lower or higher than the performance shown. For performance
data that is current to the most recent month-end, please call 1-800-225-6292
or visit our web site www.pioneerfunds.com.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
The Russell 1000 Growth Index contains those Russell 1000 securities with
greater-than-average growth orientation. 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 the
Index.
4
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/04 CLASS C SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 6/30/04 12/31/03
$10.46 $10.65
Net
Distributions per Share Investment Short-Term Long-Term
(1/1/04 - 6/30/04) Income Capital Gains Capital Gains
$ - $ - $ -
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.
Average Annual Total Returns
(As of June 30, 2004)
If If
Period Held Redeemed*
Life-of-Class
(1/31/96) 4.55% 4.55%
5 Years -11.17 -11.17
1 Year 8.39 8.39
* 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. Class C shares held for
less than 1 year are subject to a 1% contingent deferred sales charge.
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell
Pioneer 1000
Growth Growth
Shares* Index
1/96 10000 10000
12561 11913
18017 15544
6/98 23881 21560
25464 28708
6/00 22834 22271
18328 17723
6/02 11834 12780
14810 16583
6/04 14546 17037
Performance data shown represents past performance. Past performance does not
guarantee future results. Assumes reinvestment of all distributions at net
asset value. Investment return and principal value fluctuate, and shares, when
redeemed, may be worth more or less than their original cost. Current
performance may be lower or higher than the performance shown. For performance
data that is current to the most recent month-end, please call 1-800-225-6292
or visit our web site www.pioneerfunds.com.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
The Russell 1000 Growth Index contains those Russell 1000 securities with
greater-than-average growth orientation. 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 the
Index.
5
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/04 CLASS R SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 6/30/04 12/31/03
$11.29 $11.45
Net
Distributions per Share Investment Short-Term Long-Term
(1/1/04 - 6/30/04) Income Capital Gains Capital Gains
$ - $ - $ -
Investment Returns
- --------------------------------------------------------------------------------
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.
Average Annual Total Returns+
(As of June 30, 2004)
If If
Period Held Redeemed*
10 Years 8.70% 8.70%
5 Years -10.77 -10.77
1 Year 9.40 9.40
All returns reflect reinvestment of distributions at net asset value.
* Reflects deduction of 1% CDSC. Shares sold within 18 months of purchase may
be subject to CDSC.
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell
Pioneer 1000
Growth Growth
Shares* Index
6/94 10000 10000
11906 10849
15379 14884
6/96 19426 18324
27791 23909
6/98 36929 33163
39463 44158
6/00 35510 34255
28536 27261
6/02 18487 19658
23360 25508
6/04 23033 26205
Performance data shown represents past performance. Past performance does not
guarantee future results. Assumes reinvestment of all distributions at net
asset value. Investment return and principal value fluctuate, and shares, when
redeemed, may be worth more or less than their original cost. Current
performance may be lower or higher than the performance shown. For performance
data that is current to the most recent month-end, please call 1-800-225-6292
or visit our web site www.pioneerfunds.com.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
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.
The Russell 1000 Growth Index contains those Russell 1000 securities with
greater-than-average growth orientation. 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 the
Index.
6
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/04 CLASS Y SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 6/30/04 12/31/03
$11.83 $11.95
Net
Distributions per Share Investment Short-Term Long-Term
(1/1/04 - 6/30/04) Income Capital Gains Capital Gains
$ - $ - $ -
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.
Average Annual Total Returns*
(As of June 30, 2004)
If If
Period Held Redeemed
Life-of-Class
(4/30/98) -4.82% -4.82%
5 Year -9.71 -9.71
1 Year 10.05 10.05
* All returns reflect reinvestment of distributions at net asset value.
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Russell
Pioneer 1000
Growth Growth
Shares* Index
4/98 10000 10000
11102 11881
12000 15820
6/00 11000 12273
8937 9767
6/02 5852 7043
7447 9139
6/04 7373 9388
Performance data shown represents past performance. Past performance does not
guarantee future results. Assumes reinvestment of all distributions at net
asset value. Investment return and principal value fluctuate, and shares, when
redeemed, may be worth more or less than their original cost. Current
performance may be lower or higher than the performance shown. For performance
data that is current to the most recent month-end, please call 1-800-225-6292
or visit our web site www.pioneerfunds.com.
The performance table and graph do not reflect the deduction of taxes that a
shareowner would pay on Fund distributions or the redemption of Fund shares.
The Russell 1000 Growth Index contains those Russell 1000 securities with
greater-than-average growth orientation. 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 the
Index.
7
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 6/30/04
- --------------------------------------------------------------------------------
The economy continued to grow during the first half of 2004, but the general
investment environment for equities began turning slightly negative as rising
corporate profit trends began to weaken, consumer spending was not as strong as
expected, and markets started anticipating a tighter monetary policy from the
Federal Reserve. In the following interview, Christopher Galizio discusses the
factors that affected the performance of Pioneer Growth Shares during the
six-month period ended June 30, 2004. Mr. Galizio is a member of the Fund's
management team.
Q: How did the Fund perform during the first half of 2004?
A: For the six-month period ended June 30, 2004, the Fund's Class A shares
returned -1.31%, while Class B and Class C shares had returns of -1.80%
and -1.78%, respectively, all at net asset value. For the same period, the
Russell 1000 Growth Index returned 2.74%, while the average return was
2.35% for the 639 funds in the Large-Cap Growth Funds category tracked by
Lipper Inc. (Lipper is an independent firm that measures mutual fund
performance.)
The Fund lagged the benchmark Russell 1000 Growth Index as well as the
Lipper peer group, principally because of the comparatively larger
position in technology, especially semiconductor companies, early in the
six-month period.
Q: What was the general investment environment like during the period?
A: The overall market sentiment appeared to be turning negative late in the
six-month period.
The stock market surge that had begun in March 2003 appeared to lose some
energy. Several major corporations, including ones in the retail and
semiconductor industries, began to report earnings disappointments, and we
saw some weakening in profit trends, notably in the consumer and
technology sectors. Consumer spending trends, in particular, appeared weak
as over-extended consumers finally began to retrench from their
high-spending patterns. As stock market investors anticipated the June 30
announcement by the Federal Reserve Board that it would begin to tighten
monetary policy by raising short-term interest rates, the share prices of
some consumer-oriented financial institutions began to fade. Industrial
stocks, however, tended to outperform the overall market.
8
Pioneer Growth Shares
- --------------------------------------------------------------------------------
Q: What were your principal strategies during the period?
A: We restructured the portfolio during the period, focusing on large-cap
companies that we believed offered long-term value, above-average revenue
growth, strong returns on capital and reasonable valuations in relation to
their earnings potential. This strategy led to a reduced emphasis on the
semiconductor industry and increased weightings in the software, consumer
discretionary and financial services areas.
We reduced our semi-conductor holdings, eliminating positions in Applied
Materials, Cypress Semiconductor, Texas Instruments and Maxim Technology.
We did add Taiwan Semiconductor, a major manufacturer with an attractive
stock valuation. Overall, however, semiconductor stocks went from an
overweight to an underweight position, relative to the benchmark S&P 500.
The reduced weightings in technology tended to support performance.
Conversely, we increased the portfolio's emphasis on software companies,
adding companies such as Macrovision, which has developed a technology to
protect DVDs, CDs and other disc-based products from piracy, as well as
Take-Two Interactive, the developer of video games, including Grand Theft
Auto - the most successful game in history, with a new version soon to be
introduced. We also added Fair Isaac, which has developed software to help
credit card companies analyze the credit-worthiness of applicants. Fair
Isaac tended to detract from performance late in the six-month period as
it reported disappointing earnings, but we continued to hold it because of
its attractive valuation.
We moved from an underweight to an overweight in the consumer
discretionary sector, taking advantage of attractive valuations of Disney,
whose media and theme park properties have improved earnings outlooks, and
Viacom, the owner of the CBS and MTV television networks among other
properties. Among retailers, we sold our Wal-Mart position before the
stock fell hard, investing in Target, Kohl's and Ross Stores.
In addition, we increased the emphasis on financial services stocks,
focusing on insurance companies with excellent valuations that were not as
vulnerable to interest-rate increases as banks and other lenders.
9
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 6/30/04 (continued)
- --------------------------------------------------------------------------------
We continued to de-emphasize consumer staples, although we added Altria
(the former Philip Morris), which offered a high dividend yield and an
attractive stock price that we believed was the result of overly
pessimistic market evaluations of the company's tobacco liability.
In addition, we invested in First Data, the leader in processing of credit
card transactions and owner of the Western Union system, and Accenture, an
information-technology services consulting firm.
Q: What were some of the investments that influenced performance?
A: Among newer holdings, Macrovision rose significantly during the period as
its revenue grew faster than had been expected. Sepracor, a pharmaceutical
company and a new holding, also advanced on positive news of a drug under
development. Zimmer Holdings, a world leader in orthopedic products,
including hip and knee replacements, was another health-care position that
did very well. The timely sale of Wal-Mart Stores also supported
performance.
The overweight position in the semiconductor industry early in the
six-month period held back performance, as valuations in that group fell
hard. Corinthian Colleges, operator of adult vocational educational
colleges and programs, was another detractor, as the SEC began an
investigation of its financial records. However, we took advantage of the
price decline to add to the position in Corinthian because of its good
long-term fundamentals.
Lexar and Sandisk, two manufacturers of flash memories for cameras and
cell phones, also fell on disappointing sales.
Freeport-McMoRan, a leader in the copper mining industry and a strong
support for performance in 2003, also declined both because of problems at
one of its mines and because of fears of an economic slowdown in China, an
important importer of copper. We increased our investment in the company
because of its attractive price. We also believed it experienced some
short-term production problems that would be resolved.
Q: What is your investment outlook?
A: We are cautious about the near-term opportunities in the domestic stock
market, as stock valuations appear relatively expensive and
10
Pioneer Growth Shares
- --------------------------------------------------------------------------------
the Federal Reserve Board has moved to a less accommodating monetary
policy. The home refinancing boom of the past two years may hurt the
future earnings of banks, while the technology industry faces a number of
challenges, from pricing pressure on its products to calls to change the
way many companies have treated stock options in their accounting. Health
care stocks, however, appear to be more reasonably valued.
Given this outlook, we are paying very strict attention to our analysis
and selection of individual companies. We also have somewhat reduced our
exposure to the domestic stock market with investments in Europe and the
emerging markets. We have, for example, increased our position in
Vodafone, the world's largest wireless communications service company, and
we have added small holdings from Korea, Taiwan and Israel.
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.
11
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/04 (unaudited)
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 99.5%
Energy - 1.0%
Integrated Oil & Gas - 1.0%
47,500 ConocoPhillips $ 3,623,775
78,400 Occidental Petroleum Corp. 3,795,344
------------
Total Energy $ 7,419,119
------------
Materials - 3.5%
Diversified Metals & Mining - 3.5%
375,100 Freeport-McMoRan Copper & Gold, Inc. (Class B) $ 12,434,565
167,400 Phelps Dodge Corp.* 12,975,174
------------
Total Materials $ 25,409,739
------------
Capital Goods - 6.8%
Aerospace & Defense - 1.0%
117,000 L-3 Communications Holdings, Inc. $ 7,815,600
------------
Electrical Components & Equipment - 1.3%
288,400 General Electric Co. $ 9,344,160
------------
Industrial Conglomerates - 4.5%
319,800 American Standard Companies, Inc.* $ 12,891,138
405,200 Tyco International Ltd. 13,428,328
76,200 United Technologies Corp. 6,970,776
------------
$ 33,290,242
------------
Total Capital Goods $ 50,450,002
------------
Commercial Services & Supplies - 2.0%
Employment Services - 2.0%
596,700 Corinthian Colleges, Inc.* $ 14,762,358
------------
Total Commercial Services & Supplies $ 14,762,358
------------
Transportation - 1.2%
Trucking - 1.2%
112,200 United Parcel Service $ 8,434,074
------------
Total Transportation $ 8,434,074
------------
Hotels, Restaurants & Leisure - 3.0%
Casinos & Gaming - 1.3%
251,800 International Game Technology $ 9,719,480
------------
Hotels, Resorts & Cruise Lines - 0.8%
119,900 Carnival Corp. $ 5,635,300
------------
The accompanying notes are an integral part of these financial statements.
12
Pioneer Growth Shares
- --------------------------------------------------------------------------------
Shares Value
Restaurants - 0.9%
171,600 Tricon Global Restaurants, Inc.* $ 6,386,952
------------
Total Hotels, Restaurants & Leisure $ 21,741,732
------------
Media - 3.2%
Broadcasting & Cable TV - 0.8%
175,500 Clear Channel Communications, Inc. $ 6,484,725
------------
Movies & Entertainment - 2.4%
403,700 The Walt Disney Co. $ 10,290,313
197,500 Viacom, Inc. (Class B) 7,054,700
------------
$ 17,345,013
------------
Total Media $ 23,829,738
------------
Retailing - 8.1%
Apparel Retail - 2.3%
103,300 Liz Claiborne, Inc. $ 3,716,734
74,500 Nike, Inc. 5,643,375
283,300 Ross Stores, Inc. 7,581,108
------------
$ 16,941,217
------------
Department Stores - 2.1%
141,900 J.C. Penney Co., Inc. $ 5,358,144
233,800 Kohl's Corp.* 9,885,064
------------
$ 15,243,208
------------
General Merchandise Stores - 2.4%
188,400 Family Dollar Stores, Inc. $ 5,731,128
275,400 Target Corp. 11,696,238
------------
$ 17,427,366
------------
Home Improvement Retail - 1.3%
189,400 Lowe's Companies, Inc. $ 9,952,970
------------
Total Retailing $ 59,564,761
------------
Food & Drug Retailing - 2.1%
Drug Retail - 0.6%
111,500 Walgreen Co. $ 4,037,415
------------
Food Distributors - 1.5%
160,500 Cardinal Health, Inc. $ 11,243,025
------------
Total Food & Drug Retailing $ 15,280,440
------------
The accompanying notes are an integral part of these financial statements.
13
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Food, Beverage & Tobacco - 5.5%
Soft Drinks - 3.6%
322,100 The Coca-Cola Co. $ 16,259,608
185,700 PepsiCo, Inc. 10,005,516
------------
$ 26,265,124
------------
Tobacco - 1.9%
275,400 Altria Group, Inc. $ 13,783,770
------------
Total Food, Beverage & Tobacco $ 40,048,894
------------
Health Care Equipment & Services - 10.7%
Health Care Distributors - 5.6%
892,100 Bristol-Myers Squibb Co. $ 21,856,450
116,482 Teva Pharmaceutical Industries Ltd. 7,838,074
320,800 Wyeth 11,600,128
------------
$ 41,294,652
------------
Health Care Equipment - 4.3%
312,000 Guidant Corp. $ 17,434,560
103,700 St. Jude Medical, Inc.* 7,844,905
67,200 Zimmer Holdings, Inc.* 5,927,040
------------
$ 31,206,505
------------
Managed Health Care - 0.8%
52,500 Wellpoint Health Networks, Inc.* $ 5,880,525
------------
Total Health Care Equipment & Services $ 78,381,682
------------
Pharmaceuticals & Biotechnology - 11.9%
Biotechnology - 2.8%
240,200 Amgen, Inc.* $ 13,107,714
667,500 Cubist Pharmaceuticals, Inc.* 7,409,250
------------
$ 20,516,964
------------
Pharmaceuticals - 9.1%
301,200 Merck & Co., Inc. $ 14,307,000
521,338 Pfizer, Inc. 17,871,467
323,600 Sepracor, Inc.* 17,118,440
440,700 Schering-Plough Corp. 8,144,136
273,400 Sanofi-Synthelabo SA (A.D.R.)* 8,746,066
------------
$ 66,187,109
------------
Total Pharmaceuticals & Biotechnology $ 86,704,073
------------
The accompanying notes are an integral part of these financial statements.
14
Pioneer Growth Shares
- --------------------------------------------------------------------------------
Shares Value
Banks - 2.3%
Diversified Banks - 1.1%
92,900 Bank of America Corp. $ 7,861,198
------------
Thrifts & Mortgage Finance - 1.2%
140,100 Freddie Mac $ 8,868,330
------------
Total Banks $ 16,729,528
------------
Diversified Financials - 1.3%
Consumer Finance - 0.6%
300,000 Providian Financial Corp.* $ 4,401,000
------------
Investment Banking & Brokerage - 0.7%
52,900 Goldman Sachs Group, Inc. $ 4,981,064
------------
Total Diversified Financials $ 9,382,064
------------
Insurance - 5.0%
Insurance Brokers - 0.8%
154,900 Willis Group Holdings Ltd. $ 5,801,005
------------
Multi-Line Insurance - 2.4%
244,900 American International Group, Inc. $ 17,456,472
------------
Property & Casualty Insurance - 1.8%
171,900 ACE Ltd. $ 7,267,932
139,400 Safeco Corp. 6,133,600
------------
$ 13,401,532
------------
Total Insurance $ 36,659,009
------------
Software & Services - 11.9%
Application Software - 8.7%
172,700 Fair Isaac & Co., Inc. $ 5,764,726
1,494,800 Microsoft Corp. 42,691,488
407,800 Macrovision Corp.* 10,207,234
179,800 Veritas Software Corp.* 4,980,460
------------
$ 63,643,908
------------
Data Processing & Outsourced Services - 1.5%
236,700 First Data Corp. $ 10,537,884
------------
Home Entertainment Software - 0.7%
176,000 Take-Two Interactive Software, Inc.* $ 5,392,640
------------
The accompanying notes are an integral part of these financial statements.
15
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
IT Consulting & Other Services - 1.0%
268,000 Accenture Ltd.* $ 7,364,640
------------
Total Software & Services $ 86,939,072
------------
Technology Hardware & Equipment - 12.9%
Communications Equipment - 1.8%
312,200 Nokia Corp. (A.D.R.) $ 4,539,388
283,500 Utstarcom, Inc.* 8,575,875
$ 13,115,263
------------
Computer Hardware - 4.3%
412,200 Dell, Inc.* $ 14,765,004
782,200 Hewlett-Packard Co. 16,504,420
$ 31,269,424
------------
Computer Storage & Peripherals - 4.0%
1,166,000 Lexar Media, Inc.* $ 7,788,880
1,013,200 Sandisk Corp.* 21,976,308
$ 29,765,188
------------
Electronic Equipment & Instruments - 2.8%
99,900 Samsung Electronics Co. (G.D.R.) (144A)* $ 20,566,702
------------
Total Technology Hardware & Equipment $ 94,716,577
------------
Semiconductors - 5.5%
Semiconductors - 5.5%
1,158,900 Intel Corp. $ 31,985,640
956,100 Taiwan Semiconductor Manufacturing Co. (A.D.R.) 7,945,191
$ 39,930,831
------------
Total Semiconductors $ 39,930,831
------------
Telecommunication Services - 1.6%
Wireless Telecommunication Services - 1.6%
515,000 Vodafone Group Plc (A.D.R.) $ 11,381,500
------------
Total Telecommunication Services $ 11,381,500
------------
TOTAL COMMON STOCKS
(Cost $726,323,641) $727,765,193
------------
The accompanying notes are an integral part of these financial statements.
16
Pioneer Growth Shares
- --------------------------------------------------------------------------------
Principal
Amount Value
TEMPORARY CASH INVESTMENT - 0.7%
Repurchase Agreement - 0.7%
$5,200,000 UBS Warburg, Inc., 1.25%, dated 6/30/04,
repurchase price of $5,200,000, plus accrued
interest on 7/1/04 collateralized by $4,767,000
U.S. Treasury Note, 7.0%, 7/15/06 $ 5,200,000
------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $5,200,000) $ 5,200,000
------------
TOTAL INVESTMENT IN SECURITIES - 100.2%
(Cost $731,523,641)(a)(b)(c) $732,965,193
------------
OTHER ASSETS AND LIABILITIES - (0.2)% $ (1,550,963)
------------
TOTAL NET ASSETS - 100.0% $731,414,230
============
* Non-income producing security.
(A.D.R.) American Depositary Receipt
(G.D.R.) Global Depositary Receipt
144A Security is exempt from registration under Rule 144A of the Securities Act
of 1933. Such securities may be resold normally to qualified institutional
buyers in a transaction exempt from registration. At June 30, 2004, the
value of these securities amounted to $20,566,702 or 2.8% of net assets.
(a) At June 30, 2004, the net unrealized loss on investments based on cost for
federal income tax purposes of $748,605,102 was as follows:
Aggregate gross unrealized gain for all investments in which $ 22,755,609
there is an excess of value over tax cost
$(38,395,518)
Aggregate gross unrealized loss for all investments in which ------------
there is an excess of tax cost over value
Net unrealized loss $(15,639,909)
============
(b) At December 31, 2003, the Fund had a net capital loss carryforward of
$588,212,362 of which the following amounts will expire between 2008 and
2011 if not utilized.
$3,895,119 in 2008
$149,218,276 in 2009
$344,350,783 in 2010
$90,748,184 in 2011
(c) The Fund elected to defer approximately $3,689,033 of capital losses
recognized between November 1, 2003 and December 31, 2003 to its fiscal
year ending December 31, 2004.
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended June 30, 2004 aggregated $737,141,205 and $784,313,318,
respectively.
The accompanying notes are an integral part of these financial statements.
17
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 6/30/04 (unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities (cost $731,523,641) $ 732,965,193
Cash 81,230
Receivables -
Investment securities sold 6,366,355
Fund shares sold 343,662
Dividends, interest and foreign taxes withheld 845,763
Other 528
--------------
Total assets $ 740,602,731
--------------
LIABILITIES:
Payables -
Investment securities purchased $ 6,179,769
Fund shares repurchased 1,630,925
Dividends 290
Due to affiliates 1,292,954
Accrued expenses 84,563
--------------
Total liabilities $ 9,188,501
--------------
NET ASSETS:
Paid-in capital $1,302,261,603
Accumulated net investment loss (2,844,322)
Accumulated net realized loss on investments and futures
contracts (569,444,603)
Net unrealized gain on investments 1,441,552
--------------
Total net assets $ 731,414,230
--------------
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $486,992,435/43,225,692 shares) $ 11.27
--------------
Class B (based on $188,515,376/18,209,772 shares) $ 10.35
--------------
Class C (based on $52,916,502/5,059,823 shares) $ 10.46
--------------
Class R (based on $125,373/11,105 shares) $ 11.29
--------------
Class Y (based on $2,864,544/242,100 shares) $ 11.83
--------------
MAXIMUM OFFERING PRICE:
Class A ($11.27 [divided by] 94.25%) $ 11.96
--------------
Class C ($10.46 [divided by] 99.00%) $ 10.57
--------------
The accompanying notes are an integral part of these financial statements.
18
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
- --------------------------------------------------------------------------------
For the Six Months Ended 6/30/04
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $28,829) $ 3,554,701
Interest 66,776
-----------
Total investment income $ 3,621,477
------------
EXPENSES:
Management fees
Basic Fee $ 2,615,499
Performance Adjustment (354,757)
Transfer agent fees
Class A 1,254,861
Class B 658,626
Class C 166,313
Class R 129
Class Y 583
Distribution fees
Class A 632,430
Class B 1,004,257
Class C 282,513
Class R 248
Administrative fees 78,283
Custodian fees 26,766
Registration fees 62,776
Professional fees 16,547
Printing 16,311
Fees and expenses of nonaffiliated trustees 7,796
Miscellaneous 11,160
-----------
Total expenses $ 6,480,341
------------
Less fees paid indirectly $ (14,542)
------------
Net expenses $ 6,465,799
------------
Net investment loss $ (2,844,322)
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FUTURES CONTRACTS:
Net realized gain (loss) on:
Investments $39,770,497
Futures contracts (232,244) $ 39,538,253
----------- ------------
Change in net unrealized loss on:
Investments (48,058,733)
------------
Net loss on investments and futures contracts $ (8,520,480)
------------
Net decrease in net assets resulting from operations $(11,364,802)
============
The accompanying notes are an integral part of these financial statements.
19
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 6/30/04 and the Year Ended 12/31/03
Six Months
Ended
6/30/04 Year Ended
(unaudited) 12/31/03
FROM OPERATIONS:
Net investment loss $ (2,844,322) $ (5,512,225)
Net realized gain (loss) on investments and
futures contracts 39,538,253 (52,548,504)
Change in net unrealized gain (loss) on investments (48,058,733) 226,955,961
------------ -------------
Net increase (decrease) in net assets
resulting from operations $(11,364,802) $168,895,232
------------ -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 49,370,138 $128,221,618
Cost of shares repurchased (95,910,451) (210,570,997)
------------ -------------
Net decrease in net assets resulting from
fund share transactions $(46,540,313) $(82,349,379)
------------ -------------
Net increase (decrease) in net assets $(57,905,115) $ 86,545,853
NET ASSETS:
Beginning of period 789,319,345 702,773,492
------------ -------------
End of period (including accumulated net investment
loss of ($2,844,322) and $0 respectively) $731,414,230 $789,319,345
============ =============
The accompanying notes are an integral part of these financial statements.
20
Pioneer Growth Shares
- --------------------------------------------------------------------------------
For the Six Months Ended 6/30/04 and the Year Ended 12/31/03
'04 Shares '04 Amount
(unaudited) (unaudited) '03 Shares '03 Amount
CLASS A
Shares sold 2,700,802 $ 31,215,245 8,502,663 $ 86,691,912
Less shares repurchased (4,673,971) (53,516,345) (13,282,741) (133,685,863)
---------- ------------ ----------- ------------
Net decrease (1,973,169) $(22,301,100) (4,780,078) $(46,993,951)
========== ============ =========== ============
CLASS B
Shares sold 943,556 $ 9,974,827 2,699,828 $ 25,190,159
Less shares repurchased (2,983,566) (31,654,347) (6,386,424) (59,371,386)
---------- ------------ ----------- ------------
Net decrease (2,040,010) $(21,679,520) (3,686,596) $(34,181,227)
========== ============ =========== ============
CLASS C
Shares sold 704,792 $ 7,606,373 1,583,272 $ 15,139,004
Less shares repurchased (938,485) (9,947,498) (1,657,058) (15,612,904)
---------- ------------ ----------- ------------
Net decrease (233,693) $ (2,341,125) (73,786) $ (473,900)
========== ============ =========== ============
CLASS R (a)
Shares sold 11,695 $ 136,661 323 $ 3,469
Less shares repurchased (912) (10,378) (1) (11)
---------- ------------ -------------- ------------
Net increase 10,783 $ 126,283 322 $ 3,458
========== ============ =========== ============
CLASS Y
Shares sold 36,494 $ 437,032 118,832 $ 1,197,074
Less shares repurchased (65,622) (781,883) (191,578) (1,900,833)
---------- ------------ ------------- ------------
Net decrease (29,128) $ (344,851) (72,746) $ (703,759)
========== ============ =========== ============
(a) Class R shares were first publicly offered on April 1, 2003.
The accompanying notes are an integral part of these financial statements.
21
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/04 Year Ended
CLASS A (unaudited) 12/31/03
Net asset value, beginning of period $ 11.42 $ 9.05
-------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.02) $ (0.04)
Net realized and unrealized gain (loss) on investments (0.13) 2.41
-------- --------
Net increase (decrease) from investment operations $ (0.15) $ 2.37
Distributions to shareowners:
Net realized gain $ -- $ --
-------- --------
Net increase (decrease) in net asset value $ (0.15) $ 2.37
-------- --------
Net asset value, end of period $ 11.27 $ 11.42
======== ========
Total return* (1.31)% 26.19%
Ratio of net expenses to average net assets+ 1.39%** 1.45%
Ratio of net investment loss to average net assets+ (0.44)%** (0.42)%
Portfolio turnover rate 197%** 47%
Net assets, end of period (in thousands) $486,992 $516,234
Ratios with reductions for fees paid indirectly:
Net expenses 1.39%** 1.45%
Net investment loss (0.44)%** (0.42)%
Year Ended Year Ended Year Ended Year Ended
CLASS A 12/31/02(a) 12/31/01 12/31/00 12/31/99
Net asset value, beginning of period $ 13.90 $ 17.21 $ 20.16 $ 20.34
-------- -------- ---------- ----------
Increase (decrease) from investment operations:
Net investment loss $ (0.04) $ (0.04) $ (0.09) $ (0.09)
Net realized and unrealized gain (loss) on investments (4.81) (3.27) (1.81) 1.59
-------- -------- ---------- ----------
Net increase (decrease) from investment operations $ (4.85) $ (3.31) $ (1.90) $ 1.50
Distributions to shareowners:
Net realized gain $ -- $ -- $ (1.05) $ (1.68)
-------- -------- ---------- ----------
Net increase (decrease) in net asset value $ (4.85) $ (3.31) $ (2.95) $ (0.18)
-------- -------- ---------- ----------
Net asset value, end of period $ 9.05 $ 13.90 $ 17.21 $ 20.16
======== ======== ========== ==========
Total return* (34.89)% (19.23)% (9.57)% 7.40%
Ratio of net expenses to average net assets+ 1.39% 1.18% 1.22% 1.02%
Ratio of net investment loss to average net assets+ (0.39)% (0.29)% (0.60)% (0.41)%
Portfolio turnover rate 88% 111% 58% 48%
Net assets, end of period (in thousands) $452,070 $836,149 $1,197,025 $1,935,072
Ratios with reductions for fees paid indirectly:
Net expenses 1.38% 1.16% 1.19% 1.00%
Net investment loss (0.38)% (0.27)% (0.57)% (0.39)%
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
22
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/04 Year Ended
CLASS B (unaudited) 12/31/03
Net asset value, beginning of period $ 10.54 $ 8.43
-------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.07) $ (0.14)
Net realized and unrealized gain (loss) on investments (0.12) 2.25
-------- --------
Net increase (decrease) from investment operations $ (0.19) $ 2.11
Distributions to shareowners:
Net realized gain $ -- $ --
-------- --------
Net increase (decrease) in net asset value $ (0.19) $ 2.11
-------- --------
Net asset value, end of period $ 10.35 $ 10.54
======== ========
Total return* (1.80)% 25.03%
Ratio of net expenses to average net assets+ 2.30%** 2.44%
Ratio of net investment loss to average net assets+ (1.36)%** (1.41)%
Portfolio turnover rate 197%** 47%
Net assets, end of period (in thousands) $188,515 $213,481
Ratios with reduction for fees paid indirectly:
Net expenses 2.30%** 2.43%
Net investment loss (1.36)%** (1.40)%
Year Ended Year Ended Year Ended Year Ended
CLASS B 12/31/02 12/31/01 12/31/00 12/31/99
Net asset value, beginning of period $ 13.07 $ 16.31 $ 19.31 $ 19.70
-------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.27) $ (0.17) $ (0.35) $ (0.19)
Net realized and unrealized gain (loss) on investments (4.37) (3.07) (1.60) 1.48
-------- -------- -------- --------
Net increase (decrease) from investment operations $ (4.64) $ (3.24) $ (1.95) $ 1.29
Distributions to shareowners:
Net realized gain $ -- $ -- $ (1.05) $ (1.68)
-------- -------- -------- --------
Net increase (decrease) in net asset value $ (4.64) $ (3.24) $ (3.00) $ (0.39)
-------- -------- -------- --------
Net asset value, end of period $ 8.43 $ 13.07 $ 16.31 $ 19.31
======== ======== ======== ========
Total return* (35.50)% (19.86)% (10.25)% 6.57%
Ratio of net expenses to average net assets+ 2.26% 1.98% 2.04% 1.82%
Ratio of net investment loss to average net assets+ (1.27)% (1.09)% (1.42)% (1.21)%
Portfolio turnover rate 88% 111% 58% 48%
Net assets, end of period (in thousands) $201,822 $400,506 $590,879 $991,818
Ratios with reduction for fees paid indirectly:
Net expenses 2.25% 1.97% 2.03% 1.80%
Net investment loss (1.26)% (1.08)% (1.41)% (1.19)%
* 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.
23
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/04 Year Ended
CLASS C (unaudited) 12/31/03
Net asset value, beginning of period $ 10.65 $ 8.51
------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.07) $ (0.12)
Net realized and unrealized gain (loss) on investments (0.12) 2.26
------- -------
Net increase (decrease) from investment operations $ (0.19) $ 2.14
Distributions to shareowners:
Net realized gain $ -- $ --
------- -------
Net increase (decrease) in net asset value $ (0.19) $ 2.14
------- -------
Net asset value, end of period $ 10.46 $ 10.65
======= =======
Total return* (1.78)% 25.15%
Ratio of net expenses to average net assets+ 2.24%** 2.32%
Ratio of net investment loss to average net assets+ (1.29)%** (1.29)%
Portfolio turnover rate 197%** 47%
Net assets, end of period (in thousands) $52,917 $56,358
Ratios with reduction for fees paid indirectly:
Net expenses 2.24%** 2.31%
Net investment loss (1.29%)** (1.28%)
Year Ended Year Ended Year Ended Year Ended
CLASS C 12/31/02 12/31/01 12/31/00 12/31/99
Net asset value, beginning of period $ 13.18 $ 16.42 $ 19.45 $ 19.82
------- ------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.23) $ (0.15) $ (0.45) $ (0.18)
Net realized and unrealized gain (loss) on investments (4.44) (3.09) (1.53) 1.49
------- ------- -------- --------
Net increase (decrease) from investment operations $ (4.67) $ (3.24) $ (1.98) $ 1.31
Distributions to shareowners:
Net realized gain $ -- $ -- $ (1.05) $ (1.68)
------- ------- -------- --------
Net increase (decrease) in net asset value $ (4.67) $ (3.24) $ (3.03) $ (0.37)
------- ------- -------- --------
Net asset value, end of period $ 8.51 $ 13.18 $ 16.42 $ 19.45
======= ======= ======== ========
Total return* (35.43)% (19.73)% (10.33)% 6.63%
Ratio of net expenses to average net assets+ 2.25% 1.87% 2.12% 1.77%
Ratio of net investment loss to average net assets+ (1.26)% (0.98)% (1.51)% (1.16)%
Portfolio turnover rate 88% 111% 58% 48%
Net assets, end of period (in thousands) $45,651 $83,129 $126,287 $289,275
Ratios with reduction for fees paid indirectly:
Net expenses 2.24% 1.85% 2.10% 1.74%
Net investment loss (1.25%) (0.96%) (1.49%) (1.13%)
* 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.
24
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended 4/1/03(a)
6/30/04 to
CLASS R (unaudited) 12/31/03
Net asset value, beginning of period $ 11.45 $ 9.26
-------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.02) $ (0.00)(b)
Net realized and unrealized gain (loss) on investments (0.14) 2.19
-------- --------
Net increase (decrease) from investment operations $ (0.16) $ 2.19
-------- --------
Net increase (decrease) in net asset value $ (0.16) $ 2.19
-------- --------
Net asset value, end of period $ 11.29 $ 11.45
======== ========
Total return* (1.40)% 23.65%
Ratio of net expenses to average net assets+ 1.42%** 1.18%**
Ratio of net investment loss to average net assets+ (0.36)%** (0.11)%**
Portfolio turnover rate 197%** 47%
Net assets, end of period (in thousands) $ 125 $ 4
Ratios with reduction for fees paid indirectly:
Net expenses 1.42%** 1.18%**
Net investment loss (0.36)%** (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.
* 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, 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.
25
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/04 Year Ended
CLASS Y (unaudited) 12/31/03
Net asset value, beginning of period $ 11.95 $ 9.39
------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.02 $ 0.03
Net realized and unrealized gain (loss) on investments (0.14) 2.53
------- --------
Net increase (decrease) from investment operations $ (0.12) $ 2.56
Distributions to shareowners:
Net realized gain $ - $ -
------- --------
Net increase (decrease) in net asset value $ (0.12) $ 2.56
------- --------
Net asset value, end of period $ 11.83 $ 11.95
======= ========
Total return* (1.00)% 27.26%
Ratio of net expenses to average net assets+ 0.68%** 0.71%
Ratio of net investment income (loss) to average net assets+ 0.26%** 0.32%
Portfolio turnover rate 197%** 47%
Net assets, end of period (in thousands) $ 2,865 $ 3,242
Ratios with reduction for fees paid indirectly:
Net expenses 0.68%** 0.71%
Net investment income (loss) 0.26%** 0.32%
Year Ended Year Ended Year Ended Year Ended
CLASS Y 12/31/02(a) 12/31/01 12/31/00 12/31/99(a)
Net asset value, beginning of period $ 14.34 $ 17.65 $ 20.37 $ 20.41
--------- --------- ------- -------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.03 $ 0.04 $ (0.02) $ 0.01
Net realized and unrealized gain (loss) on investments (4.98) (3.35) (1.65) 1.63
--------- --------- ------- -------
Net increase (decrease) from investment operations $ (4.95) $ (3.31) $ (1.67) $ 1.64
Distributions to shareowners:
Net realized gain $ - $ - $ (1.05) $ (1.68)
--------- --------- ------- -------
Net increase (decrease) in net asset value $ (4.95) $ (3.31) $ (2.72) $ (0.04)
--------- --------- ------- -------
Net asset value, end of period $ 9.39 $ 14.34 $ 17.65 $ 20.37
========= ========= ======= =======
Total return* (34.52)% (18.75)% (8.34)% 8.08%
Ratio of net expenses to average net assets+ 0.74% 0.61% 0.66% 0.61%
Ratio of net investment income (loss) to average net assets+ 0.24% 0.33% (0.04)% 0.02%
Portfolio turnover rate 88% 111% 58% 48%
Net assets, end of period (in thousands) $ 3,231 $ 10,755 $ 5,908 $ 6,431
Ratios with reduction for fees paid indirectly:
Net expenses 0.73% 0.58% 0.65% 0.58%
Net investment income (loss) 0.25% 0.36% (0.03)% 0.05%
(a) The per share data presented above is based upon the average shares
outstanding for the period presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at each end of each period.
** Annualized
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
26
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/04 (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 five classes of shares - Class A, Class B, Class C, Class R and
Class Y shares. Class R shares were first publicly offered on April 1, 2003.
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
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 consistently followed
by the Fund, which are in conformity with those generally accepted in the
investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value
is computed once daily, on each day the New York Stock Exchange is open,
as of the close of regular trading on the Exchange. In computing the net
asset value, securities are valued at the last sale price on the principal
exchange where they are traded. Securities that have not traded on the
date of valuation, or securities for which sale prices are not generally
reported, are valued at the mean between the last bid and asked prices.
Securities for which market quotations are not readily available are
valued at their fair values as determined by, or under the direction of,
the Board of Trustees. At June 30, 2004 there were no securities fair
valued. Dividend income is recorded on the ex-dividend date
27
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
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. Temporary cash investments are valued at
amortized cost.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
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 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 December 31, 2003 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.
28
Pioneer Growth Shares
- --------------------------------------------------------------------------------
The amount and characterization of distributions to shareowners for
financial reporting purposes is determined in accordance with federal
income tax rules. Therefore, the source of the Fund's distributions may be
shown in the accompanying financial statements as either from or in excess
of net investment income or net realized gain on investment transactions,
or from paid-in capital, depending on the type of book/tax differences
that may exist.
The tax character of current year distributions paid will be determined at
the end of the current fiscal year. There were no distributions paid
during the year ended December 31, 2003.
The following shows the components of accumulated losses on a federal
income tax basis at December 31, 2003.
- --------------------------------------------------------------------------------
2003
- --------------------------------------------------------------------------------
Undistributed ordinary income $ -
Capital loss carryforward (588,212,362)
Post October losses deferred (3,689,033)
Unrealized appreciation 32,418,824
-------------
Total $(559,482,571)
=============
- --------------------------------------------------------------------------------
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 $77,807 in underwriting commissions on the
sale of fund shares for the six months ended June 30, 2004.
E. Class Allocations
Distribution fees are calculated based on the average daily net asset
value attributable to Class A, Class B, Class C, and Class R shares of the
Fund, respectively (see Note 4). Class Y shares are not subject to a
distribution plan. Shareowners of each class share all expenses and fees
paid to the transfer agent, Pioneer Investment
29
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
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, Class R and Class Y shares can bear
different transfer agent and distribution fees.
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
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 managed 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
30
Pioneer Growth Shares
- --------------------------------------------------------------------------------
determining that the value of the collateral remains at least equal to the
repurchase price.
2. Management Agreement
PIM manages the Fund's portfolio and is a wholly owned indirect subsidiary of
UniCredito Italiano. 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 [plus or minus]0.10%
based on the Fund's Class A investment performance as compared with the Russell
1000 Growth Index. Pursuant to a shareowner vote on April 17, 2003, the
benchmark index was changed from the Russell 1000 Index effective May 1, 2003;
however, the Russell 1000 Index will be used for monthly periods prior to May 1,
2003 until it is eventually phased out. The performance comparison is made for a
rolling 36-month period. For the six months ended June 30, 2004, the aggregate
performance adjustment resulted in a decrease to the basic fee of $354,757. The
management fee was equivalent to 0.59% of the average daily net assets. 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, 2004, $418,591 was payable to PIM
related to management fees, administrative fees 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 $536,065 in transfer agent
fees payable to PIMSS at June 30, 2004.
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
31
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/04 (unaudited) (continued)
- --------------------------------------------------------------------------------
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 for distribution services. Included in due to affiliates is $338,298 in
distribution fees payable to PFD at June 30, 2004. 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 shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within one year of purchase. Class B shares that are redeemed within six years
of purchase are subject to a CDSC at declining rates beginning at 4.00%, based
on the lower of cost or market value of shares being redeemed. Redemptions of
Class C shares within one year of purchase are subject to a CDSC of 1.00%.
Redemptions of Class R shares within 18 months of purchase may be subject to a
CDSC of 1.00%. Proceeds from the CDSCs are paid to PFD. For the six months
ended June 30, 2004, CDSCs in the amount of $196,246 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, 2004, the Fund's expenses
were reduced by $14,542 under such arrangements.
32
Pioneer Growth Shares
- --------------------------------------------------------------------------------
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 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, 2004, the Fund had no borrowings under this agreement.
33
Pioneer Growth Shares
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Officers Trustees
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
Mary K. Bush Osbert M. Hood, Executive
Richard H. Egdahl, M.D. Vice President
Margaret B.W. Graham Vincent Nave, Treasurer
Osbert M. Hood Dorothy E. Bourassa, Secretary
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). This
information is available at pioneerfunds.com.
34
- --------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
Please consider a fund's investment objectives, risks, charges and expenses
carefully before investing. The prospectus contains this and other information
about a fund and should be read carefully before you invest or send money. To
obtain a prospectus and for other information on any Pioneer fund, contact your
advisor, call 1-800-225-6292 or visit our web site at www.pioneerfunds.com.
U.S. Equity International/Global Equity
Pioneer Fund Pioneer Emerging Markets Fund
Pioneer Balanced Fund Pioneer Europe Select Fund
Pioneer Equity Income Fund Pioneer Europe Fund
Pioneer Growth Shares Pioneer International Equity Fund
Pioneer Mid Cap Growth Fund Pioneer International Value Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge Large Cap Fixed Income
Growth Fund Pioneer America Income Trust
Pioneer Oak Ridge Small Cap Pioneer Bond Fund
Growth Fund Pioneer Global High Yield Fund
Pioneer Papp America-Pacific Pioneer High Yield Fund
Rim Fund Pioneer Strategic Income Fund
Pioneer Papp Small and Mid Cap Pioneer Tax Free Income Fund
Growth Fund
Pioneer Papp Stock Fund
Pioneer Papp Strategic Money Market
Growth Fund Pioneer Cash Reserves Fund**
Pioneer Real Estate Shares
Pioneer Research Fund*
Pioneer Small Cap Value Fund
Pioneer Small Company Fund
Pioneer Value Fund
* Name change effective December 11, 2003. Formerly known as Pioneer Core
Equity Fund.
** An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Fund seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Fund.
35
- --------------------------------------------------------------------------------
This page for your notes.
36
- --------------------------------------------------------------------------------
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
FactFoneSM for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
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@pioneerinvest.com
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
Please consider the fund's investment objectives, risks, charges and expenses
carefully before investing. The prospectus contains this and other information
about the fund and should be read carefully before you invest or send money. To
obtain a prospectus and for other information on any Pioneer fund, call
1-800-225-6292 or visit our web site www.pioneerfunds.com.
[Pioneer Logo}
Pioneer Investment Management, Inc. 60 State Street
Boston, MA 02109
www.pioneerfunds.com
16042-00-0804
(C) 2004 Pioneer Funds Distributor, Inc.
Underwriter of Pioneer mutual funds
Member SIPC
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 recognizes 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 recognizes 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.
N/A
ITEMS 5-6. [RESERVED]
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. [RESERVED]
ITEM 9. 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 10. 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
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date August 25, 2004
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 25, 2004
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date August 25, 2004
* Print the name and title of each signing officer under his or her signature.