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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 811-02239
Pioneer Growth Shares
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Joseph P. Barri, Hale and Dorr LLP, 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: June 30
Date of reporting period: January 1, 2003 through June 30, 2003
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.
PIONEER
-------
GROWTH
SHARES
Semiannual
Report
6/30/03
[PIONEER LOGO]
Investments(R)
Table of Contents
- --------------------------------------------------------------------------------
Letter from the President 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 8
Schedule of Investments 11
Financial Statements 17
Notes to Financial Statements 26
Results of Shareowner Meeting 32
Trustees, Officers and Service Providers 34
The Pioneer Family of Mutual Funds 35
Retirement Plans from Pioneer 36
Pioneer Growth Shares
- --------------------------------------------------------------------------------
LETTER FROM THE PRESIDENT 6/30/03
- --------------------------------------------------------------------------------
Dear Shareowners,
- --------------------------------------------------------------------------------
With the fading of concerns over the -------------------------------
Iraq war, investors whose attention had Pioneer's new
been focused overseas were buoyed by president
hints of increased economic activity at
home. The nation's stock markets began a Osbert Hood was recently
broad-based rally in early March, and named Chief Executive
prices continued to climb. From April Officer and President of
through June, the major stock market Pioneer Investments USA.
averages recorded one of the biggest Mr. Hood, formerly Pioneer's
quarterly jumps in years. Increasing Chief Operating Officer and
investor confidence also led to strong a key member of the senior
returns on corporate bonds. However, management committee,
returns on government bonds, which rose joined Pioneer in 2000 from
sharply earlier, have slowed. John Hancock Financial
Services, where he had held
Encouraging factors aren't hard for senior financial positions.
investors to find. The lowest interest "I am excited and honored
rates many of us have ever seen and the to have the opportunity to
administration's tax cuts mean higher lead Pioneer as it continues
incomes for many consumers. The tax to grow," Mr. Hood said.
reductions on dividends and capital "As CEO I look forward to
gains are of special interest to furthering Pioneer's strategic
investors. Corporations can also borrow goals, including developing
at the lowest rates in years. Many new products that can meet
companies are realizing substantial the wider needs of investors
savings by replacing old, high-cost debt and the advisers who serve
with new issues that carry lower them."
interest. The Federal Reserve Board cut -------------------------------
rates once again in June in an effort to
inject further stimulus into the
economy. And the weak U.S. dollar helps
exporters and multinational companies
operating in countries with stronger
currencies. One possible lesson to be
learned from the market's decline and
recovery is the importance of staying
invested. Those who stayed with their
commitments participated in the recent
rally, while those who remained on the
sidelines had to play catch-up. If the
protracted slump caused your investment
discipline to slip, this may be an ideal
time to contact your financial advisor
for guid ance on resuming your
investment program.
Our style focuses on companies, not on forecasts
There are always risks, of course, and the direction of the economy is something
of a puzzle at the moment. If it continues to struggle for very long, investors
may once again seek shelter in short-term commitments. However, Pioneer's
portfolio managers and analysts do not base investment decisions on economic
assumptions. Instead, as it has since our founding in 1928, our value-focused
investment style requires complete understanding of a company and its potential.
That means intensive analysis of financial reports, visits to companies and
detailed discussions with corporate managers. When we discover potential that
appears to exceed the market's valuation, that company becomes a candidate for
investment. Our research efforts are aided in no small measure by the global
resources of our parent organization, UniCredito Italiano S.p.A.
Like everyone at Pioneer, I appreciate your continued confidence in our products
and services.
Respectfully,
/s/ Osbert M. Hood
- ------------------
Osbert M. Hood
Pioneer Investment Management, Inc.
The preceding information is the opinion of Fund management. Past performance is
no guarantee of future results, and there is no guarantee that market forecasts
discussed will be realized.
1
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY 6/30/03
- --------------------------------------------------------------------------------
Portfolio Diversification
- --------------------------------------------------------------------------------
(As a percentage of total investment in securities)
[Representation of Pie Chart]
U.S. Common Stocks 88.8%
Temporary Cash Investments 5.1%
Exchange-Traded Fund 4.8%
Depositary Receipts of International Stocks 1.3%
Sector Distribution
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[Representation of Pie Chart]
Information Technology 28.3%
Health Care 26.8%
Consumer Staples 15.0%
Industrials 8.8%
Consumer Discretionary 8.2%
Financials 5.3%
Exchange-Traded Fund 5.0%
Energy 2.6%
10 Largest Holdings
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
- ---------------------------------------------------------------------------------------------
1. Pfizer, Inc. 8.28% 6. Intel Corp. 3.67%
- ---------------------------------------------------------------------------------------------
2. Microsoft Corp. 6.66 7. Proctor & Gamble Co. 3.64
- ---------------------------------------------------------------------------------------------
3. Nasdaq-100 Index Traded Stock 5.03 8. Wyeth, Inc. 3.35
- ---------------------------------------------------------------------------------------------
4. Wal-Mart Stores, Inc. 4.60 9. Biovail Corp., International 3.03
- ---------------------------------------------------------------------------------------------
5. General Electric Co. 4.07 10. Kimberly-Clark Corp. 2.69
- ---------------------------------------------------------------------------------------------
This list excludes money market instruments. Portfolio holdings will vary for
other periods.
2
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/03 CLASS A SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 6/30/03 12/31/02
$10.31 $9.05
Distributions per Share Income Short-Term Long-Term
(1/1/03 - 6/30/03) Dividends 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, 2003)
Net Asset Public Offering
Period Value Price*
10 Years 6.75% 6.12%
5 Years -8.90 -9.98
1 Year 0.00 -5.76
- -----------------------------------------------
* Reflects deduction of the maximum
5.75% sales charge at the begin-
ning of the period and assumes
reinvestment of distributions at net
asset value.
[Representation of Mountain Chart]
Pioneer Russell 1000
Growth Shares* Growth Index
6/93 9425 10000
10096 10539
12/94 9833 10816
12766 14837
12/96 16206 18267
23302 23837
12/98 31119 33063
33422 44026
12/00 30225 34154
24412 27178
12/02 15894 19600
6/03 18107 22165
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.
Past performance does not guarantee future results. Returns and principal value
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
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.
3
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/03 CLASS B SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 6/30/03 12/31/02
$9.57 $8.43
Distributions per Share Income Short-Term Long-Term
(1/1/03 - 6/30/03) Dividends 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, 2003)
If If
Period Held Redeemed*
Life-of-Class
(4/28/95) 5.76% 5.76%
5 Years -9.63 -9.77
1 Year -0.93 -4.89
- -----------------------------------------
* Reflects deduction of the maximum
applicable contingent deferred sales
charge (CDSC) at the end of the
period and assumes reinvestment
of distributions. The maximum
CDSC of 4% declines over six years.
[Representation of Mountain Chart]
Pioneer Russell 1000
Growth Shares* Growth Index
4/95 10000 10000
11825 12257
12/96 14897 15091
21265 19692
12/98 28168 27314
30017 36371
12/00 26941 28215
21589 22453
12/02 13925 16192
6/03 15808 18311
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.
Past performance does not guarantee future results. Returns and principal value
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
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.
4
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/03 CLASS C SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 6/30/03 12/31/02
$9.65 $8.51
Distributions per Share Income Short-Term Long-Term
(1/1/03 - 6/30/03) Dividends 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, 2003)
Net Asset Public Offering
Period Value Price/CDSC*
Life-of-Class
(1/31/96) 4.05% 3.91%
5 Years -9.60 -9.78
1 Year -0.92 -1.93
- ---------------------------------------------
* Reflects deduction of the 1% sales
charge at the beginning of the period
and assumes reinvestment of distri-
butions. The 1% contingent deferred
sales charge (CDSC) applies to
redemptions made within one year
of purchase.
[Representation of Mountain Chart]
Pioneer Russell 1000
Growth Shares* Growth Index
1/96 9900 10000
12438 11914
12/97 17840 15546
23647 21563
12/99 25214 28714
22610 22275
12/01 18149 17726
11718 12783
6/03 13288 14456
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.
Past performance does not guarantee future results. Returns and principal value
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
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.
5
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/03 CLASS R SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 6/30/03 4/1/03
$10.32 $9.26
Distributions per Share Income Short-Term Long-Term
(4/1/03 - 6/30/03) Dividends 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, 2003)
If If
Period Held Redeemed*
10 Years 6.57% 6.57%
5 Years -9.06 -9.06
1 Year 0.10 -0.90
- -----------------------------------------
* Reflects deduction of 1% CDSC.
Shares sold within 18 months
of purchase may be subject
to CDSC.
[Representation of Mountain Chart]
Pioneer Russell 1000
Growth Shares* Growth Index
6/93 10000 10000
10678 10539
12/94 10476 10816
13626 14837
12/96 17106 18267
24579 23837
12/98 32674 33063
34853 44026
12/00 31520 34154
25458 27178
12/02 16575 19600
6/03 18901 22165
+ Class R shares have no front-end load, may be subject to a back-end load and
are available to certain retirement plans. 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. You do
not pay a sales charge on purchases of Class R shares, but will pay a CDSC if
you sell your shares within 18 months of purchase, unless you qualify for a
waiver.
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.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than
their original cost. 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.
6
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 6/30/03 CLASS Y SHARES
- --------------------------------------------------------------------------------
Share Prices and Distributions
- --------------------------------------------------------------------------------
Net Asset Value
per Share 6/30/03 12/31/02
$10.75 $9.39
Distributions per Share Income Short-Term Long-Term
(1/1/03 - 6/30/03) Dividends 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, 2003)
If If
Period Held Redeemed
Life-of-Class
(4/30/98) -7.46% -7.46%
5 Year -8.19 -8.19
1 Year 0.75 0.75
- ------------------------------------------
* Assumes reinvestment of
distributions.
[Representation of Mountain Chart]
Pioneer Russell 1000
Growth Shares* Growth Index
4/98 10000 10000
11102 11174
12/99 12000 13524
11000 12295
12/01 8937 10838
5852 8443
6/03 6699 9431
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.
Past performance does not guarantee future results. Returns and principal value
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
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.
7
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 6/30/03
- --------------------------------------------------------------------------------
The quick resolution of the major military campaign in Iraq in March sparked a
stock market rally led by growth stocks, which continued through the end of
June. Equities that had been driven down the furthest in the slump of the
previous three years, including technology and telecommunications issues,
tended to be among the performance leaders in the market revival. In the
following interview, Eric Weigel discusses the factors that influenced the
performance of Pioneer Growth Shares during the six-month period ended June 30,
2003. Mr. Weigel is the day-to-day manager of the Fund's management team.
Q: How did the Fund perform during the first half of 2003?
A: Pioneer Growth Shares performed very well. For the six-month period ended
June 30, 2003, the Fund's Class A shares had a total return of 13.92%. During
the same period, the Fund's Class B shares returned 13.52%, while Class C
shares had a return of 13.40%. All returns are at net asset value. For the
same period, the Standard & Poor's 500 Index, a benchmark for large-company
stocks, returned 11.76%, while the Russell 1000 Growth Index had a return of
13.09%.
Q: What factors influenced the Fund's performance?
A: Our stock selection was excellent, helping the Fund surpass its benchmarks
even though we deemphasized some of the best-performing sectors relative to
the Russell 1000 Growth Index.
We had entered 2003 with a moderately aggressive outlook, emphasizing
companies that had clearly shown their ability to improve their earnings and
that had reasonable stock valuations. However, more speculative stocks tended
to be the performance leaders in the rally that began in March and continued
through June 30.
Within the portfolio, our investments in the health care industry, which we
overweighted relative to the Russell 1000 Growth Index, were major
contributors to the Fund's performance during the period. Our consumer
staples holdings also helped overcome our deemphasis of more aggressive
technology and consumer discretionary stocks, which we believed offered more
risk than growth potential in the near term.
8
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Q: What were some of the investments that contributed to performance?
A: Health care led the way. Specialty pharmaceutical and generic drug
manufacturers did well both because of growing sales and because of improving
prospects in the generic part of the industry, which should benefit from
President Bush's health care plan. Takeover activity and a more favorable
regulatory environment also helped biotech stocks post strong results. The
Fund's performance leaders included Biovail, a specialty pharmaceutical and
generic manufacturer, and Mylan Labs, a generic company. Scios, a small
pharmaceutical company, was acquired during the period by Johnson & Johnson
at a healthy premium to its stock price. Amgen, a leading biotech firm, also
contributed to performance.
In the consumer staples group, Estee Lauder was a very strong performer,
while PepsiCo also helped. Estee Lauder's stock staged a particularly strong
turnaround from a low valuation. Sales at airport outlets account for 30% of
the cosmetics company's revenues. As sales increased at the airports and
other retail locations, the stock performed very well.
Q: What investment decisions detracted from performance?
A: Our decision to deemphasize aggressive technology stocks did not help. While
we did have representation in the technology industry, we tended to own
larger, less risky companies. Many of our technology holdings also rose in
the rally, but they still trailed some of the more speculative performance
leaders during the period. For example IBM and Nokia, two major positions,
gained 7% and 8% respectively during the six months but still lagged far
beyond technology averages. Cadence Design System, another position, rose by
just 2%. One large holding that performed very well was Intel, which gained
33%. However, Microsoft, one of the Fund's largest holdings on June 30, 2003,
at about 7% of assets, actually fell by one-half of one percentage point.
Q: What is your investment outlook?
A: We are cautious. While we still think stocks represent good value in relation
to bonds, we think stock market prices reflect overly optimistic expectations
for corporate earnings growth. We believe earnings may rise for the remainder
of 2003, but they may fall short of market expectations.
9
Pioneer Growth Shares
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 6/30/03 (continued)
- --------------------------------------------------------------------------------
We remain slightly underweighted in technology and overweighted in health
care, which we believe offers more stable and predictable earnings growth
rates. We will continue to take advantage of major market day-to-day moves in
stock prices to reduce our positions in higher priced stocks and invest in
equities with more reasonable valuations.
We intend to continue to keep the Fund less aggressively positioned, with an
emphasis on lower risk stocks.
The preceding information is the opinion of Fund management. Past performance
is no guarantee of future results, and there is no guarantee that market
forecasts discussed will be realized.
10
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/03 (unaudited)
- --------------------------------------------------------------------------------
Shares Value
COMMON STOCKS - 90.1%
Energy - 2.5%
Integrated Oil & Gas - 2.5%
200,900 Exxon Mobil Corp. $ 7,214,319
152,300 Occidental Petroleum Corp. 5,109,665
135,100 Royal Dutch Petroleum Co. 6,298,362
------------
$ 18,622,346
------------
Total Energy $ 18,622,346
------------
Capital Goods - 6.1%
Aerospace & Defense - 1.3%
108,600 Northrop Grumman Corp.* $ 9,371,094
------------
Electrical Components & Equipment - 3.8%
1,000,100 General Electric Co. $ 28,682,868
------------
Industrial Machinery - 1.0%
171,900 SPX Corp.* $ 7,573,914
------------
Total Capital Goods $ 45,627,876
------------
Commercial Services & Supplies - 0.9%
Diversified Commercial Services - 0.9%
156,200 H & R Block, Inc. $ 6,755,650
------------
Total Commercial Services & Supplies $ 6,755,650
------------
Transportation - 1.3%
Trucking - 1.3%
151,400 United Parcel Service $ 9,644,180
------------
Total Transportation $ 9,644,180
------------
Media - 2.7%
Advertising - 1.3%
131,800 Omnicom Group $ 9,450,060
------------
Broadcasting & Cable TV - 0.9%
162,400 Clear Channel Communications, Inc.* $ 6,884,136
------------
Publishing - 0.5%
60,800 McGraw-Hill Co., Inc. $ 3,769,600
------------
Total Media $ 20,103,796
------------
Retailing - 5.0%
Department Stores - 0.7%
105,800 Kohl's Corp.* $ 5,436,004
------------
The accompanying notes are an integral part of these financial statements.
11
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/03 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
General Merchandise Stores - 1.3%
130,800 Family Dollar Stores, Inc. $ 4,990,020
128,400 Target Corp. 4,858,656
------------
$ 9,848,676
------------
Home Improvement Retail - 2.4%
210,600 Home Depot, Inc. $ 6,975,072
249,300 Lowe's Companies, Inc. 10,707,435
------------
$ 17,682,507
------------
Specialty Stores - 0.6%
121,900 Michaels Stores, Inc.* $ 4,639,514
------------
Total Retailing $ 37,606,701
------------
Food & Drug Retailing - 4.8%
Food Retail - 0.4%
93,900 Kraft Foods, Inc. $ 3,056,445
------------
Hypermarkets & Supercenters - 4.4%
604,400 Wal-Mart Stores, Inc. $ 32,438,148
------------
Total Food & Drug Retailing $ 35,494,593
------------
Food, Beverage & Tobacco - 1.6%
Soft Drinks - 1.6%
258,600 PepsiCo, Inc. $ 11,507,700
------------
Total Food, Beverage & Tobacco $ 11,507,700
------------
Household & Personal Products - 7.9%
Household Products - 3.8%
86,300 Estee Lauder Co. $ 2,893,639
288,200 Procter & Gamble Co. 25,701,676
------------
$ 28,595,315
------------
Personal Products - 4.1%
349,700 Gillette Co. $ 11,141,442
363,500 Kimberly-Clark Corp. 18,952,890
------------
$ 30,094,332
------------
Total Household & Personal Products $ 58,689,647
------------
The accompanying notes are an integral part of these financial statements.
12
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Health Care Equipment & Supplies - 11.6%
Health Care Distributors - 8.5%
453,900 Biovail Corp., International* $ 21,360,534
347,200 Johnson & Johnson Co. 17,950,240
519,100 Wyeth, Inc. 23,645,005
------------
$ 62,955,779
------------
Health Care Equipment - 0.8%
133,100 Medtronic, Inc.* $ 6,384,807
------------
Health Care Facilities - 1.2%
275,400 HCA, Inc. $ 8,823,816
------------
Managed Health Care - 1.1%
97,800 Wellpoint Health Networks, Inc.* $ 8,244,540
------------
Total Health Care Equipment & Supplies $ 86,408,942
------------
Pharmaceuticals & Biotechnology - 13.8%
Biotechnology - 3.5%
270,200 Amgen, Inc.* $ 18,097,996
232,800 IDEC Pharmaceuticals Corp.* 7,915,200
------------
$ 26,013,196
------------
Pharmaceuticals - 10.3%
61,700 Eli Lilly & Co. $ 4,255,449
334,050 Mylan Laboratories, Inc. 11,614,919
1,710,640 Pfizer, Inc. 58,418,356
120,100 Sepracor, Inc.* 2,165,403
------------
$ 76,454,127
------------
Total Pharmaceuticals & Biotechnology $102,467,323
------------
Banks - 0.5%
Thrifts & Mortgage Finance - 0.5%
56,900 Federal National Mortgage Association $ 3,837,336
------------
Total Banks $ 3,837,336
------------
Diversified Financials - 2.9%
Consumer Finance - 0.9%
163,100 American Express Co. $ 6,819,211
------------
Diversified Financial Services - 2.0%
349,300 Citigroup, Inc. $ 14,950,040
------------
Total Diversified Financials $ 21,769,251
------------
The accompanying notes are an integral part of these financial statements.
13
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/03 (unaudited) (continued)
- --------------------------------------------------------------------------------
Shares Value
Insurance - 1.5%
Multi-Line Insurance - 1.5%
208,800 American International Group, Inc. $ 11,521,584
------------
Total Insurance $ 11,521,584
------------
Software & Services - 9.7%
Application Software - 7.5%
283,400 Cadence Design System, Inc.* $ 3,417,804
1,835,200 Microsoft Corp.* 46,999,472
458,700 Oracle Corp.* 5,513,574
------------
$ 55,930,850
------------
Data Processing & Outsourced Services - 1.8%
210,100 Automatic Data Processing, Inc. $ 7,113,986
146,800 First Data Corp. 6,083,392
------------
$ 13,197,378
------------
Home Entertainment Software - 0.4%
35,900 Electronic Arts, Inc.* $ 2,656,241
------------
Total Software & Services $ 71,784,469
------------
Technology Hardware & Development - 10.0%
Communications Equipment - 5.8%
1,001,200 Cisco Systems, Inc.* $ 16,609,908
254,200 L-3 Communications Holdings, Inc.* 11,055,158
568,000 Nokia Corp. (A.D.R.) 9,332,240
159,900 Qualcomm, Inc. 5,716,425
------------
$ 42,713,731
------------
Computer Hardware - 3.4%
295,000 Dell Computer Corp.* $ 9,428,200
422,300 Hewlett-Packard Co. 8,994,990
84,900 IBM Corp.* 7,004,250
------------
$ 25,427,440
------------
Computer Storage & Peripherals - 0.5%
363,300 EMC Corp.* $ 3,803,751
------------
Electronic Equipment & Instruments - 0.3%
213,200 Flextronics International, Ltd.* $ 2,215,148
------------
Total Technology Hardware & Development $ 74,160,070
------------
The accompanying notes are an integral part of these financial statements.
14
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Value
Semiconductors - 7.3%
Semiconductor Equipment - 1.2%
277,800 Applied Materials, Inc.* $ 4,405,908
90,100 KLA-Tencor Corp.* 4,188,749
------------
$ 8,594,657
------------
Semiconductors - 6.1%
1,494,157 Applied Micro Circuits Corp.* $ 9,039,650
1,246,000 Intel Corp. 25,896,864
567,800 Micron Technology, Inc.* 6,603,514
215,100 Texas Instruments, Inc. 3,785,760
------------
$ 45,325,788
------------
Total Semiconductors $ 53,920,445
------------
TOTAL COMMON STOCKS
(cost $734,415,268) $669,921,909
------------
EXCHANGE-TRADED FUND - 4.8%
1,185,700 Nasdaq-100 Index Traded Stock* $ 35,511,715
------------
TOTAL EXCHANGE-TRADED FUND
(cost $29,962,752) $ 35,511,715
============
Principal
Amount
TEMPORARY CASH INVESTMENT - 5.1%
Repurchase Agreement - 5.1%
$38,000,000 Bear Stearns & Co., Inc., 1.08%, dated 6/30/03,
repurchase price of $38,000,000, plus accrued
interest on 7/1/03, collateralized by $37,725,000
U.S. Treasury Notes, 11.875%, 11/15/03 $ 38,000,000
------------
TOTAL TEMPORARY CASH INVESTMENT
(cost $38,000,000) $ 38,000,000
------------
TOTAL INVESTMENT IN SECURITIES - 100.0%
(cost $802,378,020) (a)(b)(c) $743,433,624
============
The accompanying notes are an integral part of these financial statements.
15
Pioneer Growth Shares
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 6/30/03 (unaudited) (continued)
- --------------------------------------------------------------------------------
* Non-income producing security.
(a) At June 30, 2003, the net unrealized loss on investments
based on cost for federal income tax purposes of
$817,659,864 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 53,281,752
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (127,508,521)
-------------
Net unrealized loss $ (74,226,769)
==============
(b) At December 31, 2002, the Fund had a net capital loss carryforward of
$497,464,178 which will expire between 2008 and 2010, if not utilized.
(c) The Fund elected to defer approximately $43,687,801 of capital losses
recognized between November 1, 2002 and December 31, 2002 to its fiscal year
ending December 31, 2003.
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended June 30, 2003 aggregated $46,614,833 and $128,387,472,
respectively.
The accompanying notes are an integral part of these financial statements.
16
Pioneer Growth Shares
- --------------------------------------------------------------------------------
BALANCE SHEET 6/30/03 (unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investments in securities (cost $802,378,020) $ 743,433,624
Cash 41,744
Receivables -
Investment securities sold 2,157,758
Fund shares sold 423,709
Dividends and interest 560,170
Variation margin 5,000
Other 482
--------------
Total assets $ 746,622,487
--------------
LIABILITIES:
Payables -
Fund shares repurchased $ 1,402,127
Dividends 191
Due to affiliates 930,948
Accrued expenses 192,115
Other 234
--------------
Total liabilities $ 2,525,615
--------------
NET ASSETS:
Paid-in capital $1,386,361,602
Accumulated net investment loss (2,566,460)
Accumulated net realized loss on investments and
futures contracts (580,670,101)
Net unrealized loss on investments (58,944,396)
Net unrealized loss on futures contracts (83,773)
--------------
Total net assets $ 744,096,872
==============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $483,353,971/46,876,786 shares) $ 10.31
==============
Class B (based on $208,379,096/21,782,883 shares) $ 9.57
==============
Class C (based on $49,519,352/5,129,246 shares) $ 9.65
==============
Class R (based on $557.22/53.996 shares) $ 10.32
==============
Class Y (based on $2,843,896/264,517 shares) $ 10.75
==============
MAXIMUM OFFERING PRICE:
Class A ($10.31 [divided by] 94.25%) $ 10.94
==============
Class C ($9.65 [divided by] 99.00%) $ 9.75
==============
The accompanying notes are an integral part of these financial statements.
17
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
- --------------------------------------------------------------------------------
For the Six Months Ended 6/30/03
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $48,191) $ 3,608,834
Interest 101,269
Income from securities loaned, net 127
-------------
Total investment income $ 3,710,230
-------------
EXPENSES:
Management fees $ 2,340,230
Performance adjustment (285,434)
Transfer agent fees
Class A 1,271,225
Class B 773,501
Class C 155,507
Class Y 1,024
Distribution fees
Class A 565,663
Class B 990,547
Class C 230,801
Class R 1
Adminstrative fees 28,802
Custodian fees 28,938
Registration fees 60,309
Professional fees 21,521
Printing 79,997
Fees and expenses of nonaffiliated trustees 14,198
Miscellaneous 18,983
-------------
Total expenses $ 6,295,813
Less fees paid indirectly (19,123)
-------------
Net expenses $ 6,276,690
-------------
Net investment loss $ (2,566,460)
-------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FUTURES CONTRACTS:
Net realized gain (loss) on:
Investments $ (24,287,898)
Futures contracts 52,149 $ (24,235,749)
------------- -------------
Change in net unrealized gain (loss) from:
Investments $ 118,511,280
Futures contracts (83,773) $ 118,427,507
------------- -------------
Net gain on investments and futures contracts $ 94,191,758
-------------
Net increase in net assets resulting from operations $ 91,625,298
=============
The accompanying notes are an integral part of these financial statements.
18
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Six Months Ended 6/30/03 and the Year Ended 12/31/02
Six Months
Ended
6/30/03 Year Ended
(unaudited) 12/31/02
FROM OPERATIONS:
Net investment loss $ (2,566,460) $ (6,551,027)
Net realized loss on investments and
futures contracts (24,235,749) (366,704,527)
Change in net unrealized loss on investments
and futures contracts 118,427,507 (60,407,737)
------------ -------------
Net increase (decrease) in net assets resulting
from operations $ 91,625,298 $(433,663,291)
------------ -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 62,500,873 $ 153,267,138
Cost of shares repurchased (112,802,791) (347,369,063)
------------ -------------
Net decrease in net assets resulting from Fund
share transactions $(50,301,918) $(194,101,925)
------------ -------------
Net increase (decrease) in net assets $ 41,323,380 $(627,765,216)
NET ASSETS:
Beginning of period 702,773,492 1,330,538,708
------------ -------------
End of period (including accumulated net investment
loss of $2,566,460 and $0, respectively) $744,096,872 $ 702,773,492
============ =============
The accompanying notes are an integral part of these financial statements.
19
Pioneer Growth Shares
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
For the Six Months Ended 6/30/03 and the Year Ended 12/31/02
'03 Shares '03 Amount
(unaudited) (unaudited) '02 Shares '02 Amount
CLASS A
Shares sold 4,263,469 $ 40,498,735 8,432,199 $ 94,139,742
Less shares repurchased (7,365,622) (69,181,329) (18,626,880) (204,393,671)
---------- ------------ ----------- -------------
Net decrease (3,102,153) $(28,682,594) (10,194,681) $(110,253,929)
========== ============ =========== =============
CLASS B
Shares sold 1,626,490 $ 14,430,905 3,933,072 $ 40,515,575
Less shares repurchased (3,779,985) (33,158,610) (10,642,971) (109,497,875)
---------- ------------ ----------- -------------
Net decrease (2,153,495) $(18,727,705) (6,709,899) $ (68,982,300)
========== ============ =========== =============
CLASS C
Shares sold 747,509 $ 6,671,417 1,529,778 $ 15,737,413
Less shares repurchased (985,565) (8,782,300) (2,470,326) (25,658,247)
---------- ------------ ----------- -------------
Net decrease (238,056) $ (2,110,883) (940,548) $ (9,920,834)
========== ============ =========== =============
CLASS R (a)
Shares sold 54 $ 501
Less shares repurchased - -
---------- ------------
Net increase 54 $ 501
========== =============
CLASS Y
Shares sold 92,716 $ 899,315 235,268 $ 2,874,408
Less shares repurchased (172,173) (1,680,552) (641,386) (7,819,270)
---------- ------------ ----------- -------------
Net decrease (79,457) $ (781,237) (406,118) $ (4,944,862)
========== ============ =========== =============
(a) Class R shares were first publicly offered April 1, 2003.
The accompanying notes are an integral part of these financial statements.
20
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/03(a) Year Ended Year Ended
CLASS A (unaudited) 12/31/02(a) 12/31/01
Net asset value, beginning of period $ 9.05 $ 13.90 $ 17.21
-------- -------- --------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.02) $ (0.04) $ (0.04)
Net realized and unrealized gain (loss) on investments and
futures contracts 1.28 (4.81) (3.27)
-------- -------- --------
Net increase (decrease) from investment operations $ 1.26 $ (4.85) $ (3.31)
Distributions to shareowners:
Net realized gain - - -
-------- -------- --------
Net increase (decrease) in net asset value $ 1.26 $ (4.85) $ (3.31)
-------- -------- --------
Net asset value, end of period $ 10.31 $ 9.05 $ 13.90
======== ======== ========
Total return* 13.92% (34.89)% (19.23)%
Ratio of net expenses to average net assets+ 1.47%** 1.39% 1.18%
Ratio of net investment loss to average net assets+ (0.41)%** (0.39)% (0.29)%
Portfolio turnover rate 14%** 88% 111%
Net assets, end of period (in thousands) $483,354 $452,070 $836,149
Ratios with reductions for fees paid indirectly:
Net expenses 1.47%** 1.38% 1.16%
Net investment loss (0.41)%** (0.38)% (0.27)%
Year Ended Year Ended Year Ended
CLASS A 12/31/00 12/31/99 12/31/98
Net asset value, beginning of period $ 20.16 $ 20.34 $ 16.35
---------- ---------- ----------
Increase (decrease) from investment operations:
Net investment income (loss) $ (0.09) $ (0.09) $ (0.03)
Net realized and unrealized gain (loss) on investments and
futures contracts (1.81) 1.59 5.40
---------- ---------- ----------
Net increase (decrease) from investment operations $ (1.90) $ 1.50 $ 5.37
Distributions to shareowners:
Net realized gain (1.05) (1.68) (1.38)
---------- ---------- ----------
Net increase (decrease) in net asset value $ (2.95) $ (0.18) $ 3.99
---------- ---------- ----------
Net asset value, end of period $ 17.21 $ 20.16 $ 20.34
========== ========== ==========
Total return* (9.57)% 7.40% 33.54%
Ratio of net expenses to average net assets+ 1.22% 1.02% 0.95%
Ratio of net investment loss to average net assets+ (0.60)% (0.41)% (0.18)%
Portfolio turnover rate 58% 48% 30%
Net assets, end of period (in thousands) $1,197,025 $1,935,072 $1,408,252
Ratios with reductions for fees paid indirectly:
Net expenses 1.19% 1.00% 0.93%
Net investment loss (0.57)% (0.39)% (0.16)%
(a) The per share data presented above is based on 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.
21
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Six Months
Ended
6/30/03(a) Year Ended
CLASS B (unaudited) 12/31/02
Net asset value, beginning of period $ 8.43 $ 13.07
-------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.06) $ (0.27)
Net realized and unrealized gain (loss) on investments and
futures contracts 1.20 (4.37)
-------- --------
Net increase (decrease) from investment operations $ 1.14 $ (4.64)
Distributions to shareowners:
Net realized gain - -
-------- --------
Net increase (decrease) in net asset value $ 1.14 $ (4.64)
-------- --------
Net asset value, end of period $ 9.57 $ 8.43
======== ========
Total return* 13.52% (35.50)%
Ratio of net expenses to average net assets+ 2.46%** 2.26%**
Ratio of net investment loss to average net assets+ (1.41)%** (1.27)%**
Portfolio turnover rate 14%** 88%**
Net assets, end of period (in thousands) $208,379 $201,822
Ratios with reduction for fees paid indirectly:
Net expenses 2.45%** 2.25%**
Net investment loss (1.40)%** (1.26)%**
Year Ended Year Ended Year Ended Year Ended
CLASS B 12/31/01 12/31/00 12/31/99 12/31/98
Net asset value, beginning of period $ 16.31 $ 19.31 $ 19.70 $ 16.00
-------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.17) $ (0.35) $ (0.19) $ (0.07)
Net realized and unrealized gain (loss) on investments and
futures contracts (3.07) (1.60) 1.48 5.15
-------- -------- -------- --------
Net increase (decrease) from investment operations $ (3.24) $ (1.95) $ 1.29 $ 5.08
Distributions to shareowners:
Net realized gain - (1.05) (1.68) (1.38)
-------- -------- -------- --------
Net increase (decrease) in net asset value $ (3.24) $ (3.00) $ (0.39) $ 3.70
-------- -------- -------- --------
Net asset value, end of period $ 13.07 $ 16.31 $ 19.31 $ 19.70
======== ======== ======== ========
Total return* (19.86)% (10.25)% 6.57% 32.46%
Ratio of net expenses to average net assets+ 1.98% 2.04% 1.82% 1.74%
Ratio of net investment loss to average net assets+ (1.09)% (1.42)% (1.21)% (0.95)%
Portfolio turnover rate 111% 58% 48% 30%
Net assets, end of period (in thousands) $400,506 $590,879 $991,818 $669,496
Ratios with reduction for fees paid indirectly:
Net expenses 1.97% 2.03% 1.80% 1.71%
Net investment loss (1.08)% (1.41)% (1.19)% (0.92)%
(a) The per share data presented above is based on 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
6/30/03(a) Year Ended
CLASS C (unaudited) 12/31/02
Net asset value, beginning of period $ 8.51 $ 13.18
------- -------
Increase (decrease) from investment operations:
Net investment loss $ (0.05) $ (0.23)
Net realized and unrealized gain (loss) on investments and
futures contracts 1.19 (4.44)
------- -------
Net increase (decrease) from investment operations $ 1.14 $ (4.67)
Distributions to shareowners:
Net realized gain - -
------- -------
Net increase (decrease) in net asset value $ 1.14 $ (4.67)
------- -------
Net asset value, end of period $ 9.65 $ 8.51
======= =======
Total return* 13.40% (35.43)%
Ratio of net expenses to average net assets+ 2.19%** 2.25%
Ratio of net investment loss to average net assets+ (1.13)%** (1.26)%
Portfolio turnover rate 14%** 88%
Net assets, end of period (in thousands) $49,519 $45,651
Ratios with reduction for fees paid indirectly:
Net expenses 2.19%** 2.24%
Net investment loss (1.13%)** (1.25%)
Year Ended Year Ended Year Ended Year Ended
CLASS C 12/31/01 12/31/00 12/31/99 12/31/98
Net asset value, beginning of period $ 16.42 $ 19.45 $ 19.82 $ 16.08
------- -------- -------- --------
Increase (decrease) from investment operations:
Net investment loss $ (0.15) $ (0.45) $ (0.18) $ (0.08)
Net realized and unrealized gain (loss) on investments and
futures contracts (3.09) (1.53) 1.49 5.20
------- -------- -------- --------
Net increase (decrease) from investment operations $ (3.24) $ (1.98) $ 1.31 $ 5.12
Distributions to shareowners:
Net realized gain - (1.05) (1.68) (1.38)
------- -------- -------- --------
Net increase (decrease) in net asset value $ (3.24) $ (3.03) $ (0.37) $ 3.74
------- -------- -------- --------
Net asset value, end of period $ 13.18 $ 16.42 $ 19.45 $ 19.82
======= ======== ======== ========
Total return* (19.73)% (10.33)% 6.63% 32.55%
Ratio of net expenses to average net assets+ 1.87% 2.12% 1.77% 1.71%
Ratio of net investment loss to average net assets+ (0.98)% (1.51)% (1.16)% (0.92)%
Portfolio turnover rate 111% 58% 48% 30%
Net assets, end of period (in thousands) $83,129 $126,287 $289,275 $184,909
Ratios with reduction for fees paid indirectly:
Net expenses 1.85% 2.10% 1.74% 1.67%
Net investment loss (0.96%) (1.49%) (1.13%) (0.88%)
(a) The per share data presented above is based on 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.
23
Pioneer Growth Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
4/1/03
to
6/30/03
CLASS R (a) (unaudited)
Net asset value, beginning of period $ 9.26
------
Increase (decrease) from investment operations:
Net investment loss $(0.02)
Net realized and unrealized gain on investments and
futures contracts 1.08
------
Net increase from investment operations $ 1.06
Distributions to shareowners:
Net realized gain -
------
Net increase in net asset value $ 1.06
------
Net asset value, end of period $10.32
======
Total return* 11.45%
Ratio of net expenses to average net assets+ 1.51%**
Ratio of net investment loss to average net assets+ (0.75)%**
Portfolio turnover rate 14%**
Net assets, end of period (in thousands) $ 1
Ratios with reduction for fees paid indirectly:
Net expenses 1.51%**
Net investment loss (0.75)%**
(a) Class R shares were first publicly offered on April 1, 2003.
* Assumes initial investment at net asset value at the beginning of the
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at each end of the period.
** 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
6/30/03(a) Year Ended
CLASS Y (unaudited) 12/31/02(a)
Net asset value, beginning of period $ 9.39 $ 14.34
------ -------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.02 $ 0.03
Net realized and unrealized gain (loss) on investments and
futures contracts 1.34 (4.98)
------ -------
Net increase (decrease) from investment operations $ 1.36 $ (4.95)
Distributions to shareowners:
Net realized gain - -
------ -------
Net increase (decrease) in net asset value $ 1.36 $ (4.95)
------ -------
Net asset value, end of period $10.75 $ 9.39
====== =======
Total return* 14.48% (34.52)%
Ratio of net expenses to average net assets+ 0.76%** 0.74%
Ratio of net investment income (loss) to average net assets+ 0.30%** 0.24%
Portfolio turnover rate 14%** 88%
Net assets, end of period (in thousands) $2,844 $ 3,231
Ratios with reduction for fees paid indirectly:
Net expenses 0.76%** 0.73%
Net investment income (loss) 0.30%** 0.25%
FINANCIAL HIGHLIGHTS
Pioneer Growth Shares
4/30/98
Year Ended Year Ended Year Ended to
CLASS Y 12/31/01 12/31/00 12/31/99(a) 12/31/98
Net asset value, beginning of period $ 17.65 $20.37 $20.41 $19.73
------- ------ ------ ------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.04 $(0.02) $ 0.01 $ 0.03
Net realized and unrealized gain (loss) on investments and
futures contracts (3.35) (1.65) 1.63 2.03
------- ------ ------ ------
Net increase (decrease) from investment operations $ (3.31) $(1.67) $ 1.64 $ 2.06
Distributions to shareowners:
Net realized gain - (1.05) (1.68) (1.38)
------- ------ ------ ------
Net increase (decrease) in net asset value $ (3.31) $(2.72) $(0.04) $ 0.68
------- ------ ------ ------
Net asset value, end of period $ 14.34 $17.65 $20.37 $20.41
======= ====== ====== ======
Total return* (18.75)% (8.34)% 8.08% 11.02%
Ratio of net expenses to average net assets+ 0.60% 0.66% 0.61% 0.51%**
Ratio of net investment income (loss) to average net assets+ 0.33% (0.04)% 0.02% 0.29%**
Portfolio turnover rate 111% 58% 48% 30%
Net assets, end of period (in thousands) $10,755 $5,908 $6,431 $5,287
Ratios with reduction for fees paid indirectly:
Net expenses 0.58% 0.65% 0.58% 0.51%**
Net investment income (loss) 0.36% (0.03)% 0.05% 0.29%**
(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.
25
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/03 (unaudited)
- --------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer Growth Shares (the Fund) is a Delaware business trust registered under
the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to seek
appreciation of capital.
The Fund offers five classes of shares - Class A, Class B, Class C, Class R and
Class Y shares. Each class of shares represents an interest in the same
portfolio of investments of the Fund and has equal rights to voting,
redemptions, dividends and liquidation, except that each class of shares can
bear different transfer agent and distribution fees and have exclusive voting
rights with respect to the distribution plans that have been adopted by Class
A, Class B, 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
accounting principles generally accepted in the United States of America, that
require the management of the Fund to, among other things, make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates. The
following is a summary of significant accounting policies consistently followed
by the Fund, which are in conformity with those generally accepted in the
investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value
is computed once daily, on each day the New York Stock Exchange is open,
as of the close of regular trading on the Exchange. In computing the net
asset value, securities are valued at the last sale price on the principal
exchange where they are traded. Securities that have not traded on the
date of valuation, or securities for which sale prices are not generally
reported, are valued at the mean between the last bid and asked prices.
Securities for which market quotations are not readily available are
valued at their fair values as determined by, or under the direction of,
the Board of Trustees. Dividend income is recorded on the ex-dividend date
except that certain dividends from foreign securities where the
ex-dividend date may have passed are recorded as soon
26
Pioneer Growth Shares
as the Fund is informed of the ex-dividend data in exercise of reasonable
diligence. Interest income, including interest on income bearing cash
accounts, is recorded on the accrual basis. Temporary cash investments are
valued at amortized cost.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
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 for 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 June 30, 2003 open futures contracts were as follows:
- -----------------------------------------------------------------------------
Number of
Contracts Settlement Market Unrealized
Type Long/(Short) Month Value (Loss)
- -----------------------------------------------------------------------------
NASDAQ 100 25 9/03 $84,301 $(83,773)
- -----------------------------------------------------------------------------
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.
27
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/03 (unaudited) (continued)
- --------------------------------------------------------------------------------
The 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, 2002.
The following shows components of distributable earnings on a federal
income tax basis at December 31, 2002. These amounts do not include the
capital loss carryforward.
- -----------------------------------------------------------------------------
2002
- -----------------------------------------------------------------------------
Undistributed ordinary income $ -
Undistributed long-term gain -
Unrealized depreciation (192,738,049)
-------------
Total $(192,738,049)
- -----------------------------------------------------------------------------
The difference between book-basis and tax-basis unrealized
depreciation 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 $76,017 in underwriting commissions on the
sale of Fund shares during the six months ended June 30, 2003.
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. 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 Management Shareholder Services, Inc. (PIMSS),
for its services, which are allocated based on the number of accounts in
each
28
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 all classes
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. Security Lending
The Fund lends securities in its 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 loaned securities, and unrealized gain or loss in the
fair value of the securities loaned that may occur during the term of the
loan will be for the 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 fair value of the collateral will be adjusted daily
to reflect any price fluctuation in the value of the loaned securities.
The value of loaned securities and collateral at period end are disclosed
on the balance sheet. 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 determining that the value of the collateral remains at
least equal to the repurchase price.
29
Pioneer Growth Shares
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 6/30/03 (unaudited) (continued)
- --------------------------------------------------------------------------------
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 +/- 0.10% based on the
Fund's investment performance as compared with the Russell 1000[RegTM] Index.
Pursuant to a shareowner vote on April 17, 2003, the benchmark index was
changed to Russell 1000[RegTM] Growth Index effective May 1, 2003. For the six
months ended June 30, 2003, the aggregate performance adjustment resulted in a
decrease to the basic fee of $285,434. The management fee was equivalent to
..59% on an annualized basis, of the average daily net assets for the period.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting, and insurance
premiums, are paid by the Fund. At June 30, 2003, $355,283 was payable to PIM
related to management fees, administrative fees and certain other services.
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 $338,229 in transfer agent
fees payable to PIMSS at June 30, 2003.
4. Distribution and Service Plans
The Fund adopted Plans of Distribution with respect to Class A, Class B Class C
and Class R shares (Class A Plan, Class B Plan, Class C Plan, and Class R Plan)
in accordance with Rule 12b-1 under the Investment Company Act of 1940.
Pursuant to the Class A Plan, the Fund pays PFD a service fee of up to 0.25% of
the average daily net assets attributable to Class A shares in reimbursement of
its actual expenditures to finance activities primarily intended to result in
the sale of Class A shares. Pursuant to the Class B Plan and the Class C Plan,
the Fund pays PFD 1.00% of the average daily net assets attributable to each
class of shares. The fee consists of a 0.25% service fee and a 0.75%
distribution fee paid as compensation for personal services and/or account
maintenance services or distribution services with regard to Class B and Class
C shares. Pursuant to the Class R Plan, the Fund pays PFD 0.50% of the average
daily net assets attributable to Class R
30
Pioneer Growth Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
shares for distribution services. Included in due to affiliates is $237,436 in
distribution fees payable to PFD at June 30, 2003. 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 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, 2003, CDSCs in the amount of $254,289 were paid to PFD.
5. Expense Offsets
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the six
months ended June 30, 2003, the Fund's expenses were reduced by $19,123 under
such arrangements.
6. Line of Credit Facility
The Fund, along with certain others in the Pioneer Family of Funds (the Funds),
collectively participate in a $50 million committed, unsecured revolving line
of credit facility. Borrowings are used solely for temporary or emergency
purposes. The Fund may borrow up to the lesser of $50 million or the limits set
by its prospectus for borrowings. Interest on collective borrowings is payable
at the Federal Funds Rate plus 1/2% on an annualized basis. The Funds pay an
annual 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, 2003, the Fund had no borrowings under this agreement.
31
Pioneer Growth Shares
- --------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETING
- --------------------------------------------------------------------------------
On April 17, 2003, the Fund held a special meeting of shareowners to vote on
four proposals. All proposals were passed by a shareowner vote. Here are the
detailed results of the votes.
Proposal 1 - To elect Trustees.
Nominee Affirmative Withheld
John F. Cogan, Jr. 51,476,379.415 2,983,882.772
Mary K. Bush 51,553,455.150 2,906,807.037
Richard H. Egdhal, M.D. 51,546,587.201 2,913,674.986
Daniel T. Geraci 51,526,787.751 2,933,474.436
Margaret B.W. Graham 51,683,749.971 2,776,512,216
Marguerite A. Piret 51,709,903.227 2,750,358.960
Stephen K. West 51,600,049.675 2,860,212.512
John Winthrop 51,700,277.062 2,759,985.125
Proposal 2 - To approve a new management contract.
Affirmative Against Abstain
38,499,397.672 3,203,937.072 2,292,086.443
Proposal 3 - To approve a policy allowing Pioneer and the board of trustees to
appoint or terminate subavisers and to approve amendments to subadvisory
agreements without shareowner approval.
Affirmative Against Abstain
37,989,976.509 3,977,662.064 2,027,782.614
Proposal 4 (a) - To approve a change to the Fund's investment
policy on senior securities.
Affirmative Against Abstain
38,101,043.894 2,562,669.532 3,331,707.761
Proposal 4 (b) - To approve a change to the Fund's investment
policy on borrowing.
Affirmative Against Abstain
37,978,698.298 2,679,101.487 3,337,621.402
Proposal 4 (c) - To approve a change to the Fund's investment
policy on real estate.
Affirmative Against Abstain
38,077,002.067 2,591,109.882 3,327,309.238
32
Proposal 4 (d) - To approve a change to the Fund's investment
policy on loans.
Affirmative Against Abstain
37,973,281.703 2,688,378.293 3,333,761.171
Proposal 4 (e) - To approve a change to the Fund's investment
policy on commodities.
Affirmative Against Abstain
38,056,689.289 2,607,893.476 3,308,838.422
Proposal 4 (f) - To approve a change to the Fund's investment
policy on diversification.
Affirmative Against Abstain
38,086,606.995 2,581,709.034 3,327,105.158
Proposal 4 (g) - To approve a change to the Fund's investment
policy on acting as an underwriter.
Affirmative Against Abstain
38,025,974.658 2,636,358.553 3,333,087.976
Proposal 4 (h) - To approve a change to the Fund's investment
policy on concentration.
Affirmative Against Abstain
38,084,059.153 2,574,237.710 3,337,124.324
33
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
Trustees Officers
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* Joseph P. Barri, 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
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management
Shareholder Services, Inc.
*Mr. Hood was elected Trustee and Executive Vice President on June 3, 2003.
Proxy Voting and Procedures of the Fund are available without charge, upon
request, by calling our toll free number (1-800-225-6292). This information is
also on the Securities and Exchange Commission's web site at
http://www.sec.gov.
34
- --------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
For information about any Pioneer mutual fund, please contact your investment
professional, or call Pioneer at 1-800-225-6292. Ask for a free fund
information kit, which includes a fund prospectus. Please read the prospectus
carefully before you invest.
U.S. Equity Fixed Income
Pioneer Fund Pioneer America Income Trust
Pioneer Balanced Fund Pioneer Bond Fund
Pioneer Equity Income Fund Pioneer High Yield Fund
Pioneer Core Equity Fund Pioneer Strategic Income Fund
Pioneer Growth Shares Pioneer Tax Free Income Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Real Estate Shares Money Market
Pioneer Small Cap Value Fund Pioneer Cash Reserves Fund*
Pioneer Small Company Fund
Pioneer Value Fund
International/Global Equity
Pioneer Emerging Markets Fund
Pioneer Europe Select Fund
Pioneer Europe Fund
Pioneer International Equity Fund
Pioneer International Value 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
- --------------------------------------------------------------------------------
RETIREMENT PLANS FROM PIONEER
- --------------------------------------------------------------------------------
Pioneer has a long history of helping people work toward their retirement
goals, offering plans suited to the individual investor and businesses of all
sizes. For more information on Pioneer retirement plans, contact your
investment professional, or call Pioneer at 1-800-622-0176.
Individual Retirement Accounts (IRAs)
Traditional IRA*
For anyone under age 70 1/2 earning income. Individuals can contribute up to
$3,000 annually. Earnings are tax-deferred, and contributions may be
tax-deductible.
Roth IRA*
Available to single individuals earning less than $110,000 in income annually,
and married couples with joint income less than $160,000. Contributions of up
to $3,000 a year are not tax-deductible, but all earnings are tax-free for
qualified withdrawals. Distributions are tax and penalty-free if certain
conditions are met.
Employer-Sponsored Plans
Uni-K Plan*
A 401(k) plan designed specifically for any business that employs only owners
and their spouses. Participants can make salary deferral contributions up to
$11,000 per year. In addition, each year the business may contribute up to 25%
of pay.
401(k) Plan*
Allows employees to make pre-tax contributions through payroll deduction, up to
$11,000 per year. Employers' contributions are discretionary. The 401(k) offers
companies maximum flexibility.
SIMPLE IRA Plan*
The Savings Incentive Match PLan for Employees (SIMPLE) is designed for
employers with 100 or fewer eligible employees. Employees can decide whether to
contribute. Employers must contribute.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
36
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
403(b) Plan*
Also known as a Tax-Sheltered Account (TSA), this plan lets employees of public
schools, non-profit hospitals and other tax-exempt organizations make pre-tax
contributions through payroll deduction.
SEP-IRA
The Simplified Employee Pension (SEP) plan lets self-employed people and
small-business owners make tax-deductible contributions of up to 25% of income,
while maintaining complete contribution flexibility each year.
Profit Sharing Plan
Companies can decide each year whether - and how much - to contribute to
participants, up to 25% of each participant's pay. Can include vesting
schedules that are not available with a SEP-IRA.
Age-Based Profit Sharing Plan
Employer contributions are flexible, but are based on a formula using age and
salary. Each year, a business can contribute up to 25% of the total eligible
payroll.
Money Purchase Pension Plan (MPP)
Allows employer contributions, up to 25% of pay annually. Companies must
contribute a fixed percentage of pay each year.
Defined Benefit Pension Plan
Requires a business to contribute enough each year to fund a specific future
benefit. Most beneficial to older employees who need to accumulate assets
rapidly.
* Special Catch-Up Provisions are available to individuals age 50 and older to
contribute additional amounts to their retirement accounts. For more
information, call our Retirement Plans Information line at 1-800-622-0176.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
37
HOW TO CONTACT PIONEER
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account Information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.pioneer@pioneerinvest.com
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
This report must be preceded or accompanied by a current Fund prospectus. For
more information about any Pioneer fund, call your financial advisor, or call
Pioneer directly at 1-800-225-6292. Please request a free prospectus, which
contains information about fund charges and expenses. Read it carefully before
you invest or send money.
[PIONEER LOGO]
Investments(R)
Pioneer Investment Management, Inc.
60 State Street 13710-00-0803
Boston, Massachusetts 02109 (C)2003 Pioneer Funds Distributor, Inc.
www.pioneerfunds.com 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.
Not applicable for semiannual reports; to be answered on annual submissions
after July 15, 2003.
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.
(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)).
(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 for semiannual reports; to be answered on annual submissions
after July 15, 2003.
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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
Not applicable for semiannual reports; to be answered on annual submissions
after December 15, 2003.
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) The registrant's certifying officers have determined that the registrant's
disclosure controls and procedures are effective based on our evaluation of
these
controls and procedures as of a date within 90 days prior to the filing date of
this report.
(b) There were no significant changes in the registrants 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.
Not applicable.
(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, 2003
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, 2003
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date August 25, 2003
* Print the name and title of each signing officer under his or her signature.