-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UFdPRRT9Bya2we2nOkVTU/In5FOVEYQQZLylCw5xqqfOjKCnLcqm/uPnASjH0bgG /AYUkEAjVNy+iVPqXA3Ptw== 0000276776-07-000110.txt : 20070828 0000276776-07-000110.hdr.sgml : 20070828 20070828121309 ACCESSION NUMBER: 0000276776-07-000110 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070828 DATE AS OF CHANGE: 20070828 EFFECTIVENESS DATE: 20070828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER GROWTH SHARES CENTRAL INDEX KEY: 0000069404 IRS NUMBER: 476046572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-01604 FILM NUMBER: 071082852 BUSINESS ADDRESS: STREET 1: 60 STATE ST 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 BUSINESS PHONE: 8008211239 MAIL ADDRESS: STREET 1: 60 STATE STREET STREET 2: 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER GROWTH SHARES INC/MA DATE OF NAME CHANGE: 19950822 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER GROWTH SHARES INC DATE OF NAME CHANGE: 19940301 FORMER COMPANY: FORMER CONFORMED NAME: MUTUAL OF OMAHA GROWTH FUND INC DATE OF NAME CHANGE: 19920703 0000069404 S000003993 Pioneer Growth Shares C000011128 Pioneer Growth Shares: Class A MOMGX C000011129 Pioneer Growth Shares: Class B PBMGX C000011130 Pioneer Growth Shares: Class C PCMGX C000011131 Pioneer Growth Shares: Class Y PYMGX N-CSR 1 ncsr.txt OMB APPROVAL OMB Number: 3235-0570 Expires: September 30, 2007 Estimated average burden hours per response.....19.4 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, 2007 through June 30, 2007 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 MOMGX Ticker Symbol Semiannual Report 6/30/07 [LOGO] PIONEER Investments(R) Table of Contents - -------------------------------------------------------------------------------- Letter to Shareowners 2 Portfolio Management Discussion 4 Portfolio Summary 8 Prices and Distributions 9 Performance Update 10 Comparing Ongoing Fund Expenses 14 Schedule of Investments 16 Financial Statements 21 Notes to Financial Statements 30 Trustees, Officers and Service Providers 37
President's Dear Shareowner, - -------------------------------------------------------------------------------- Staying diversified and keeping your portfolio invested in the markets are two general investment principles that have served investors well over time. Those were particularly useful guides during the past year, as U.S. and global stock and bond markets grew strongly during the period. In the first half of 2007, U.S. equity markets proved resilient in the face of a slowing economy. The Standard & Poor's 500 Stock Index set a record high in late May and returned 7% in the first half of the year. The Dow Jones Industrial Average returned 9%, building on a five-year bull market. International developed and emerging markets equities performed even better than U.S. equities, with the MSCI EAFE (developed market) Index returning 11% and the MSCI Emerging Markets Index returning 18% in the first half of 2007. The general U.S. bond market, as measured by the Lehman Brothers Aggregate Bond Index, returned 1% in the first half, as rising bond yields produced price declines that partially offset income earned. The high yield market, as measured by the Merrill Lynch High Yield Bond Master II Index, returned 3%, reflecting its higher yields and continuing investor confidence in the strength of the U.S. economy. The United States has enjoyed a cyclical recovery with strong economic growth. While the growth has slowed recently, we believe that continuing growth at a moderate rate appears to be more likely than a recession. Slowing growth was due in large part to a decline in the rate of new home construction and in part to the lagging effects of rising energy and commodity prices as well as rising short-term interest rates. Slowing economic activity is also due in part to the natural maturation of the cyclical expansion as U.S. factories approach full utilization and the labor market approaches full employment. This slowdown is therefore not entirely unwelcome, as it reduces the threat of higher inflation. The Federal Reserve Board (the Fed) continues to highlight its commitment to keeping inflationary pressures contained. This is in keeping with "best practices" among the world's central banks: low and stable inflation is believed to be the best backdrop for stable economic growth and low average unemployment over the long term. Keeping inflation low is also an important support for stock and bond valuations, and so the Fed's policy is investor-friendly. 2 Letter In Europe, solid GDP growth driven by a positive operating environment for European companies, especially those that are benefiting from strong export markets for their goods and services, is driving unemployment lower and supporting growing consumption. European inflationary pressures appear to be largely under control, with the European Central bank remaining strongly vigilant. Japanese economic growth continues to make progress, and the country has become a more attractive market as deflationary problems recede. Economic growth in emerging market countries remains faster than in the developed world as they continue to "catch up." Leading the way is China, which continues its rise as a world economic power. Looking forward, we believe that the overall climate for equity investors generally will continue to be positive, although valuations are less attractive than they were a year ago, and a correction after a period of strong performance is possible. Rising yields have depressed year-to-date bond returns, but increased the attractiveness of bonds looking forward. Sudden swings in the markets are always to be expected. Just as staying diversified and invested are important investment principles, it is also important to pay attention to asset allocation. As always, we encourage shareholders to work closely with their financial advisor to find the mix of stocks, bonds and money market assets that is aligned to their particular risk tolerance and investment objective. Respectfully, /s/ Daniel K. Kingsbury Daniel K. Kingsbury President and CEO Pioneer Investment Management USA, 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. 3 Pioneer Growth Shares - -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 6/30/07 - -------------------------------------------------------------------------------- The domestic equity market provided solid results over the first half of 2007, supported by brisk corporate profit growth surpassing general expectations. Investments in large company stocks did particularly well for the six months, despite two bouts of market declines caused partly by fears about the effects of problems in the subprime mortgage industry. In the following interview, Andrew Acheson and Timothy Mulrenan, co-managers of the Fund's portfolio, discuss the market and the factors that influenced Fund performance during the six months ended June 30, 2007. They have managed the Fund since January 16, 2007. Q: How did the Fund perform during the first half of 2007? A: The Fund did very well. Pioneer Growth Shares Class A shares generated a total return of 8.87%, at net asset value, for the six months ended June 30, 2007, outpacing both its market benchmark and the competitive funds average. For the same period, the Russell 1000 Growth Index posted 8.13% while the average return of the 741 funds in Lipper's Large Cap Growth Fund category was 7.58%. Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Q: What were the principal factors that contributed to the Fund's performance? A: The year started off well, with stocks continuing the rally that began in the summer of 2006. However, beginning in late February, equity prices suffered a sharp, three-week price drop. The primary cause was fear that problems in the subprime mortgage market might spread to the overall market, but a decline in the Chinese equity market also contributed to fears about the global economy. However, investors recovered confidence again in mid-March, and equities performed very well again through the end of 4 Pioneer Growth Shares - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- May. The major force driving the market higher was the encouraging profitability of U.S. corporations. Earnings reported for both the final quarter of 2006 and the first quarter of 2007 were well above expectations, as corporations showed their ability to improve their operating results even as growth in the overall economy appeared to be decelerating. Average corporate earnings for the first quarter of 2007, for example, were 9.5% higher than a year earlier, far above the 3.5% increase anticipated by market analysts. However, the overall upward trajectory of stock prices was interrupted in June, the final month of the period. Again the primary factor was fear about the subprime mortgage market. The immediate catalyst for the June correction was news that two hedge funds that had invested in subprime mortgages were in serious financial trouble. Despite the two interruptions in the rally, the six-month period was very favorable for investors in large-cap stocks. While the main driver of the stock market advance was corporate profitability, stock prices also were supported by widespread corporate stock buy-back activity. In addition, many companies doing business in the global economy benefited from weakness in the U.S. dollar, which helped increase the profitability of business in other markets. Q: What types of investments most influenced Fund performance? A: Stock selection was the primary driver of performance, with particularly good results in the consumer staples, financials, information technology and industrials sectors helping results. A slight relative emphasis on energy helped, as did the de-emphasis of consumer discretionary stocks. Within consumer staples, the biggest boost came from our investment in Winn-Dixie, the Southern regional grocery chain that emerged from bankruptcy protection in November 2006. Restructured, the company had re-entered the public market at a very attractive stock price, which almost doubled by the end of the period. Another major contributor was Teva Pharmaceuticals, the Israeli-based pharmaceutical company. The largest generic drug manufacturer in the world, Teva repeatedly surpassed sales and earnings expectations, and its pipeline of products continued to offer potential for future gains. 5 Pioneer Growth Shares - -------------------------------------------------------------------------------- PORTFOLIO MANAGEMENT DISCUSSION 6/30/07 (continued) - -------------------------------------------------------------------------------- Three information technology holdings also did very well. Corning, a major manufacturer of flat-screen LCD panels for televisions sets, computer monitors and smaller, hand-held communications devices, showed strong earnings improvement during the period. It benefited from improvements in pricing for flat-screen panels after problems occurred in 2006 when supply temporarily exceeded demand. Juniper Networks also performed very well based on a successful launch of new router products for communications networks. Another tech holding that did very well was Texas Instruments, whose results improved as demand for semi-conductor components accelerated. Contributing, too, was Marathon Oil, benefiting from increasing oil prices and expanding profits in the refining business. Despite the good performance overall, we did have some detractors from results. Biotechnology company Amgen was victim to several problems, including questions surrounding its Epogen product, which had been a strong source of earnings. Boston Scientific, another health care holding, fell in value because of questions about its drug-eluding stents used in cardiac treatment. Finally, technology manufacturer Motorola lost market share in the fiercely competitive cell phone market as it failed to have a successful strategy following up on the early success of its Razr Phone. We reduced our positions in all three companies during the reporting period. Q: What is your investment outlook? A: We remain optimistic about prospects in the market. Despite the advances in stock prices in recent months, prices in the overall market still appear reasonable by historical standards. Inflation remains under control, and the Federal Reserve Board continues to be vigilant over the economy. We anticipate that corporate earnings may very well continue to surpass the results expected by the general market. Moreover, after a period of slowing, we believe that growth in Gross Domestic Product should begin to reaccelerate in the second half of 2007, giving further support to corporate earnings. The primary cause of concern remains the subprime mortgage industry. If its problems were to begin to spread to the general mortgage industry, the impact to the economy could be more serious. But as we enter the second half of the year, the 6 Pioneer Growth Shares - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- rest of the economy appears to be performing well. Even commercial construction activity is robust, resisting the problems in the residential construction industry. Corporations are reinvesting in their businesses, cash flows are improving, and many companies are increasing their dividend payouts or buying back their shares from the market. Moreover, inflation appears to be within the range with which the Federal Reserve Board is comfortable. We don't anticipate any major changes in monetary policy from the nation's central bank - unless the weakness in the subprime mortgage industry becomes contagious in the general economy. Overall, we think the prospects are good for continued good results in the stock market for the remainder of 2007. Investing in foreign and/or emerging markets securities involves risks relating to interest rates, currency exchange rates, economic, and political conditions. At times, the fund's investments may represent industries or industry sectors that are interrelated or have common risks, making it more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. Any information in this shareholder report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of Fund management as of the date of this report. These opinions should not be relied upon for any other purposes. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. 7 Pioneer Growth Shares - -------------------------------------------------------------------------------- PORTFOLIO SUMMARY 6/30/07 - -------------------------------------------------------------------------------- Portfolio Diversification - -------------------------------------------------------------------------------- (As a percentage of total investment portfolio) [THE DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL] U.S. Common Stocks 91.2% Depositary Receipts for International Stocks 6.7% Temporary Cash Investment 2.1%
Sector Distribution - -------------------------------------------------------------------------------- (As a percentage of equity holdings) [THE DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL] Information Technology 33.9% Health Care 17.6% Industrials 13.6% Consumer Staples 11.4% Consumer Discretionary 11.0% Financials 7.3% Energy 5.2%
10 Largest Holdings* - -------------------------------------------------------------------------------- (As a percentage of equity holdings) 1. Cisco Systems, Inc. 4.90% 2. Microsoft Corp. 4.88 3. Texas Instruments, Inc. 4.00 4. General Electric Co. 3.65 5. Procter & Gamble Co. 3.40 6. Corning, Inc. 3.37 7. Juniper Networks, Inc. 3.27 8. Teva Pharmaceutical Industries, Ltd. 3.24 9. United Technologies Corp. 3.14 10. CVS Corp. 3.08
* This list excludes temporary cash and derivative instruments. The portfolio is actively managed, and current holdings may be different. The holdings listed should not be considered recommendations to buy or sell any security listed. 8 Pioneer Growth Shares - -------------------------------------------------------------------------------- PRICES AND DISTRIBUTIONS - -------------------------------------------------------------------------------- Net Asset Value Per Share - --------------------------------------------------------------------------------
Class 6/30/07 12/31/06 ----- ------- -------- A $14.85 $13.64 B $13.26 $12.25 C $13.47 $12.42 Y $15.81 $14.48
2/1/07 12/31/07 ------ -------- R $ - $ -
Distributions Per Share - --------------------------------------------------------------------------------
1/1/07 - 6/30/07 ------------------------------------------------------- Net Investment Short-Term Long-Term Class Income Capital Gains Capital Gains ----- ---------- ------------- ------------- A $ - $ - $ - B $ - $ - $ - C $ - $ - $ - Y $ - $ - $ -
1/1/07 - 2/1/07 ------------------------------------------------------- Net Investment Short-Term Long-Term Income Capital Gains Capital Gains ---------- ------------- ------------- R $ - $ - $ -
9 Pioneer Growth Shares - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 6/30/07 CLASS A SHARES - -------------------------------------------------------------------------------- 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, 2007) Net Asset Public Offering Period Value (NAV) Price (POP) 10 Years 2.45% 1.85% 5 Years 7.59 6.32 1 Year 22.32 15.30 - ------------------------------------------------------ Expense Ratio (Per prospectus dated May 1, 2007) Gross Net 1.42% 1.42% - ------------------------------------------------------
[THE DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment Pioneer Growth Russell 1000 Shares Growth Index 6/97 $ 9,425 $10,000 13,282 13,139 6/99 15,829 16,722 15,183 21,013 6/01 12,641 13,412 8,333 9,859 6/03 8,333 10,149 9,109 11,964 6/05 9,593 12,165 9,821 12,909 6/07 12,013 15,367
- ------------------------------- Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. NAV results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. POP returns reflect deduction of maximum 5.75% sales charge. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. The Russell 1000 Growth Index measures the performance of large-cap U.S. growth stocks. Companies in this index tend to exhibit higher price-to-book and price-to-earnings ratios, lower dividend yields and higher forecasted growth values than the value universe. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in an Index. 10 Pioneer Growth Shares - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 6/30/07 CLASS B SHARES - -------------------------------------------------------------------------------- Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Growth Shares, compared to that of the Russell 1000 Growth Index.
- ------------------------------------------------ Average Annual Total Returns (As of June 30, 2007) If If Period Held Redeemed 10 Years 1.56% 1.56% 5 Years 6.54 6.54 1 Year 21.10 17.10 - ------------------------------------------------ Expense Ratio (Per prospectus dated May 1, 2007) Gross Net 2.41% 2.41% - ------------------------------------------------
[THE DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment Pioneer Growth Russell 1000 Shares Growth Index 6/97 $10,000 $10,000 13,973 13,139 6/99 16,518 16,722 15,722 21,013 6/01 12,992 13,412 8,503 9,859 6/03 8,423 10,149 9,110 11,964 6/05 9,515 12,165 9,638 12,909 6/07 11,671 15,367
- ------------------------------- Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. "If Redeemed" returns reflect the deduction of applicable contingent deferred sales charge (CDSC). Effective December 1, 2004, the period during which a CDSC is applied to withdrawals was shortened to 5 years. The maximum CDSC for Class B shares continues to be 4%. For more complete information, please see the prospectus for details. Note: Shares purchased prior to December 1, 2004 remain subject to the CDSC in effect at the time you purchased those shares. For performance information for shares purchased prior to December 1, 2004, please visit www.pioneerinvestments.com/bshares. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. The Russell 1000 Growth Index measures the performance of large-cap U.S. growth stocks. Companies in this index tend to exhibit higher price-to-book and price-to-earnings ratios, lower dividend yields and higher forecasted growth values than the value universe. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in an Index. 11 Pioneer Growth Shares - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 6/30/07 CLASS C SHARES - -------------------------------------------------------------------------------- Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Growth Shares, compared to that of the Russell 1000 Growth Index.
- --------------------------------------------- Average Annual Total Returns (As of June 30, 2007) If If Period Held Redeemed 10 Years 1.66% 1.66% 5 Years 6.70 6.70 1 Year 21.57 21.57 - --------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2007) Gross Net 2.19% 2.19% - ---------------------------------------------
[THE DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment Pioneer Growth Russell 1000 Shares Growth Index 6/97 $10,000 $10,000 13,991 13,139 6/99 16,555 16,722 15,747 21,013 6/01 13,015 13,412 8,525 9,859 6/03 8,446 10,149 9,155 11,964 6/05 9,566 12,165 9,698 12,909 6/07 11,789 15,367
- ------------------------------- Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Class C shares held for less than one year are also subject to a 1% contingent deferred sales charge (CDSC). The performance of Class C shares does not reflect the 1% front-end sales charge in effect prior to February 1, 2004. If you paid a 1% sales charge, your returns would be lower than those shown above. "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. The Russell 1000 Growth Index measures the performance of large-cap U.S. growth stocks. Companies in this index tend to exhibit higher price-to-book and price-to-earnings ratios, lower dividend yields and higher forecasted growth values than the value universe. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in an Index. 12 Pioneer Growth Shares - -------------------------------------------------------------------------------- PERFORMANCE UPDATE 6/30/07 CLASS Y SHARES - -------------------------------------------------------------------------------- Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Growth Shares, compared to that of the Russell 1000 Growth Index.
- --------------------------------------------- Average Annual Total Returns (As of June 30, 2007) If If Period Held Redeemed 10 Years 3.15% 3.15% 5 Years 8.35 8.35 1 Year 23.13 23.13 - --------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2007) Gross Net 0.72% 0.72% - ---------------------------------------------
[THE DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment Pioneer Growth Russell 1000 Shares Growth Index 6/97 $10,000 $10,000 14,097 13,139 6/99 16,870 16,722 16,417 21,013 6/01 13,766 13,412 9,129 9,859 6/03 9,197 10,149 10,121 11,964 6/05 10,741 12,165 11,070 12,909 6/07 13,630 15,367
- ------------------------------- Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Performance for periods prior to the inception of Class Y shares reflects the NAV performance of the Fund's Class A shares. The performance does not reflect differences in expenses, including the Rule 12b-1 fees applicable to Class A shares. Since fees for Class A shares are generally higher than those of Class Y shares, the performance shown for Class Y shares prior to their inception would have been higher. Class Y shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. The Russell 1000 Growth Index measures the performance of large-cap U.S. growth stocks. Companies in this index tend to exhibit higher price-to-book and price-to-earnings ratios, lower dividend yields and higher forecasted growth values than the value universe. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in an Index. 13 Pioneer Growth Shares - -------------------------------------------------------------------------------- COMPARING ONGOING FUND EXPENSES - -------------------------------------------------------------------------------- As a shareowner in the Fund, you incur two types of costs: (1) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses; and (2) transaction costs, including sales charges (loads) on purchase payments. This example is intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 at the beginning of the Fund's latest six-month period and held throughout the six months. Using the Tables Actual Expenses The first table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period as follows: 1. Divide your account value by $1,000 Example: an $8,600 account value [divided by] $1,000 = 8.6 2. Multiply the result in (1) above by the corresponding share class's number in the third row under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Expenses Paid on a $1,000 Investment in Pioneer Growth Shares Based on actual returns from January 1, 2007 through June 30, 2007**
Share Class A B C R Y - --------------------------------------------------------------------------------------- Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 Value On 1/1/07 Ending Account $1,088.70 $1,082.50 $1,084.50 $1,026.70 $1,091.90 Value On 6/30/07** Expenses Paid $ 7.30 $ 12.96 $ 11.27 $ 1.83 $ 4.05 During Period*
* Expenses are equal to the Fund's annualized expense ratio of 1.41%, 2.51%, 2.18%, 2.06% and 0.78%, for Class A, Class B, Class C, Class R and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period) (32/365 for Class R shares). ** 2/1/07 for Class R shares. 14 Pioneer Growth Shares - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Hypothetical Example for Comparison Purposes The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) that are charged at the time of the transaction. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Expenses Paid on a $1,000 Investment in Pioneer Growth Shares Based on a hypothetical 5% return per year before expenses, reflect ing the period from January 1, 2007 through June 30, 2007**
Share Class A B C R Y - ---------------------------------------------------------------------------------------- Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 Value On 1/1/07 Ending Account $1,017.80 $1,012.35 $1,013.98 $1,002.58 $1,020.93 Value On 6/30/07** Expenses Paid $ 7.05 $ 12.52 $ 10.89 $ 1.81 $ 3.91 During Period*
* Expenses are equal to the Fund's annualized expense ratio of 1.41%, 2.51%, 2.18%, 2.06% and 0.78%, for Class A, Class B, Class C, Class R and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period) (32/365 for Class R shares). ** 2/1/07 for Class R shares. 15 Pioneer Growth Shares - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 6/30/07 (unaudited) - --------------------------------------------------------------------------------
Shares Value COMMON STOCKS - 99.5% Energy - 5.1% Integrated Oil & Gas - 5.1% 131,900 ConocoPhillips $ 10,354,150 118,900 Repsol SA (A.D.R.) (b) 4,601,430 172,800 USX-Marathon Group, Inc. 10,361,088 ------------ $ 25,316,668 ------------ Total Energy $ 25,316,668 ------------ Capital Goods - 13.5% Aerospace & Defense - 5.9% 107,100 Honeywell International, Inc. $ 6,027,588 76,600 L-3 Communications Holdings, Inc. 7,460,074 217,000 United Technologies Corp. 15,391,810 ------------ $ 28,879,472 ------------ Construction & Farm Machinery & Heavy Trucks - 1.2% 75,300 Caterpillar, Inc. $ 5,895,990 ------------ Industrial Conglomerates - 6.4% 159,600 3M Co. $ 13,851,684 467,700 General Electric Co. 17,903,556 ------------ $ 31,755,240 ------------ Total Capital Goods $ 66,530,702 ------------ Consumer Durables & Apparel - 2.0% Footwear - 2.0% 166,400 Nike, Inc. $ 9,699,456 ------------ Total Consumer Durables & Apparel $ 9,699,456 ------------ Consumer Services - 1.3% Hotels, Resorts & Cruise Lines - 1.3% 129,000 Carnival Corp. $ 6,291,330 ------------ Total Consumer Services $ 6,291,330 ------------ Media - 1.5% Movies & Entertainment - 1.5% 177,450 Viacom, Inc. (Class B)* $ 7,387,244 ------------ Total Media $ 7,387,244 ------------
16 The accompanying notes are an integral part of these financial statements. Pioneer Growth Shares - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
Shares Value Retailing - 6.2% Apparel Retail - 4.2% 161,100 Abercrombie & Fitch Co. $ 11,757,078 334,600 TJX Companies, Inc. 9,201,500 ------------ $ 20,958,578 ------------ Home Improvement Retail - 2.0% 244,600 Home Depot, Inc. $ 9,625,010 ------------ Total Retailing $ 30,583,588 ------------ Food & Drug Retailing - 4.8% Drug Retail - 3.1% 414,400 CVS Corp. $ 15,104,880 ------------ Food Retail - 1.7% 291,281 Winn-Dixie Stores, Inc.* $ 8,534,533 ------------ Total Food & Drug Retailing $ 23,639,413 ------------ Food, Beverage & Tobacco - 3.2% Soft Drinks - 0.7% 86,100 Fomento Economico Mexicano SA de C.V. $ 3,385,452 ------------ Tobacco - 2.5% 174,100 Altria Group, Inc. $ 12,211,374 ------------ Total Food, Beverage & Tobacco $ 15,596,826 ------------ Household & Personal Products - 3.4% Household Products - 3.4% 272,500 Procter & Gamble Co. $ 16,674,275 ------------ Total Household & Personal Products $ 16,674,275 ------------ Health Care Equipment & Services - 4.1% Health Care Equipment - 2.9% 456,206 Boston Scientific Corp.* $ 6,998,200 139,300 Medtronic, Inc. 7,224,098 ------------ $ 14,222,298 ------------ Managed Health Care - 1.2% 125,000 AETNA, Inc. $ 6,175,000 ------------ Total Health Care Equipment & Services $ 20,397,298 ------------
The accompanying notes are an integral part of these financial statements. 17 Pioneer Growth Shares - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 6/30/07 (unaudited) (continued) - --------------------------------------------------------------------------------
Shares Value Pharmaceuticals & Biotechnology - 13.3% Biotechnology - 3.0% 85,600 Amgen, Inc.* $ 4,732,824 258,400 Gilead Sciences, Inc.* 10,018,168 ------------ $ 14,750,992 ------------ Pharmaceuticals - 10.3% 303,100 Bristol-Myers Squibb Co. $ 9,565,836 252,400 Eli Lilly & Co. 14,104,112 185,800 Johnson & Johnson 11,448,996 385,428 Teva Pharmaceutical Industries, Ltd. 15,898,905 ------------ $ 51,017,849 ------------ Total Pharmaceuticals & Biotechnology $ 65,768,841 ------------ Diversified Financials - 7.3% Asset Management & Custody Banks - 3.5% 84,600 Franklin Resources, Inc. $ 11,206,962 59,400 Legg Mason, Inc. 5,843,772 ------------ $ 17,050,734 ------------ Consumer Finance - 2.6% 210,600 American Express Co. $ 12,884,508 ------------ Investment Banking & Brokerage - 1.2% 73,100 Merrill Lynch & Co., Inc. $ 6,109,698 ------------ Total Diversified Financials $ 36,044,940 ------------ Software & Services - 8.6% Internet Software & Services - 0.8% 144,100 Yahoo! Inc.* $ 3,909,433 ------------ Systems Software - 7.8% 297,400 Macrovision Corp.* $ 8,939,844 812,500 Microsoft Corp. 23,944,375 278,400 Oracle Corp.* 5,487,264 ------------ $ 38,371,483 ------------ Total Software & Services $ 42,280,916 ------------
18 The accompanying notes are an integral part of these financial statements. Pioneer Growth Shares - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
Shares Value Technology Hardware & Equipment - 16.2% Communications Equipment - 15.1% 862,600 Cisco Systems, Inc.* $ 24,023,410 646,900 Corning, Inc.* 16,528,295 94,113 F5 Networks, Inc.* 7,585,508 638,100 Juniper Networks, Inc.* 16,060,977 578,800 Motorola, Inc. 10,244,760 ------------ $ 74,442,950 ------------ Computer Hardware - 1.1% 327,540 Palm, Inc.*(b) $ 5,243,915 ------------ Total Technology Hardware & Equipment $ 79,686,865 ------------ Semiconductors - 9.1% 144,100 Broadcom Corp.* $ 4,214,925 478,100 Intel Corp. 11,359,656 526,600 Marvell Technology Group, Ltd.* 9,589,386 521,500 Texas Instruments, Inc. 19,624,045 ------------ $ 44,788,012 ------------ Total Semiconductors $ 44,788,012 ------------ TOTAL COMMON STOCKS (Cost $409,859,189) $490,686,374 ------------ TEMPORARY CASH INVESTMENT - 2.2% Security Lending Collateral - 2.2% 10,633,717 Securities Lending Investment Fund, 5.28% $ 10,633,717 ------------ TOTAL TEMPORARY CASH INVESTMENT (Cost $10,633,717) $ 10,633,717 ------------ TOTAL INVESTMENT IN SECURITIES - 101.6% (Cost $420,492,906) (a) $501,320,091 ------------ OTHER ASSETS AND LIABILITIES - (1.6)% $ (8,052,457) ------------ TOTAL NET ASSETS - 100.0% $493,267,634 ============
The accompanying notes are an integral part of these financial statements. 19 Pioneer Growth Shares - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS 6/30/07 (unaudited) (continued) - -------------------------------------------------------------------------------- (A.D.R.) American Depositary Receipt * Non-income producing security (a) At June 30, 2007, the net unrealized gain on investments based on cost for federal income tax purposes of $427,163,507 was as follows: Aggregate gross unrealized gain for all investments in which there is an excess of value over tax cost $81,835,745 Aggregate gross unrealized loss for all investments in which there is an excess of tax cost over value (7,679,161) ----------- Net unrealized gain $74,156,584 ===========
(b) At December 31, 2006, the following securities were out on loan:
Shares Security Value 351,888 Palm, Inc.* $ 5,633,726 117,711 Repsol SA (A.D.R.) 4,555,416 ----------- Total $10,189,142 ===========
Purchases and sales of securities (excluding temporary cash investments) for the six months ended June 30, 2007 aggregated $72,078,928 and $130,994,759, respectively. 20 The accompanying notes are an integral part of these financial statements. Pioneer Growth Shares - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES 6/30/07 (unaudited) - -------------------------------------------------------------------------------- ASSETS: Investment in securities (including securities loaned of $10,189,142) (cost $420,492,906) $501,320,091 Cash 616,862 Receivables - Investment securities sold 2,417,885 Fund shares sold 74,672 Dividends, interest and foreign taxes withheld 387,160 Other 47,473 ------------ Total assets $504,864,143 ------------ LIABILITIES: Payables - Fund shares repurchased $ 549,508 Upon return of securities loaned 10,633,717 Due to affiliates 341,766 Accrued expenses 71,518 ------------ Total liabilities $ 11,596,509 ------------ NET ASSETS: Paid-in capital $913,006,650 Accumulated net investment loss (976,833) Accumulated net realized loss on investments (499,589,368) Net unrealized gain on investments 80,827,185 ------------ Total net assets $493,267,634 ============ NET ASSET VALUE PER SHARE: (No par value, unlimited number of shares authorized) Class A (based on $391,923,073/26,385,882 shares) $ 14.85 ============ Class B (based on $67,546,719/5,092,598 shares) $ 13.26 ============ Class C (based on $31,494,504/2,338,894 shares) $ 13.47 ============ Class Y (based on $2,303,338/145,703 shares) $ 15.81 ============ MAXIMUM OFFERING PRICE: Class A ($14.85 [divided by] 94.25%) $ 15.76 ============
The accompanying notes are an integral part of these financial statements. 21 Pioneer Growth Shares - ------------------------------------------------------------------------------- STATEMENT OF OPERATIONS (unaudited) - ------------------------------------------------------------------------------- For the Six Months Ended 6/30/07 INVESTMENT INCOME: Dividends (net of foreign taxes withheld of $32,271) $2,986,261 Interest 33,592 Income from securities loaned, net 13,812 ---------- Total investment income $ 3,033,665 ----------- EXPENSES: Management fees Basic Fee $1,725,120 Performance Adjustment 7,884 Transfer agent fees and expenses Class A 851,589 Class B 290,063 Class C 68,616 Class R 329 Class Y 75 Distribution fees Class A 425,848 Class B 373,781 Class C 159,649 Class R 187 Administrative reimbursements 55,450 Custodian fees 12,245 Registration fees 27,676 Professional fees 32,559 Printing expense 31,672 Fees and expenses of nonaffiliated trustees 6,819 Miscellaneous 11,128 ---------- Total expenses $ 4,080,690 Less fees paid indirectly (70,192) ----------- Net expenses $ 4,010,498 ----------- Net investment loss $ (976,833) ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized loss on investments $ (911,185) ----------- Change in net unrealized gain on investments $41,424,695 ----------- Net gain on investments $40,513,510 ----------- Net increase in net assets resulting from operations $39,536,677 ===========
22 The accompanying notes are an integral part of these financial statements. Pioneer Growth Shares - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- For the Six Months Ended 6/30/07 and the Year Ended 12/31/06, respectively
Six Months Ended Year 6/30/07 Ended (unaudited) 12/31/06 FROM OPERATIONS: Net investment loss $ (976,833) $ (2,139,271) Net realized gain (loss) on investments (911,185) 20,293,204 Change in net unrealized gain on investments 41,424,695 24,695,742 ------------- -------------- Net increase in net assets resulting from operations $ 39,536,677 $ 42,849,675 ------------- -------------- FROM FUND SHARE TRANSACTIONS: Net proceeds from sale of shares $ 32,972,637 $ 67,258,988 Cost of shares repurchased (87,101,597) (180,949,791) ------------- -------------- Net decrease in net assets resulting from Fund share transactions $ (54,128,960) $ (113,690,803) ------------- -------------- Net decrease in net assets $ (14,592,283) $ (70,841,128) NET ASSETS: Beginning of period 507,859,917 578,701,045 ------------- -------------- End of period $ 493,267,634 $ 507,859,917 ============= ============== Accumulated net investment loss $ (976,833) $ - ============= ==============
The accompanying notes are an integral part of these financial statements. 23 Pioneer Growth Shares - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS (continued) - --------------------------------------------------------------------------------
'07 Shares '07 Amount '06 Shares '06 Amount (unaudited) (unaudited) CLASS A Shares sold 1,815,883 $ 27,059,433 4,151,464 $ 53,257,561 Conversion from Investor Class - - 65,512 894,900 Less shares repurchased (3,748,542) (52,876,580) (8,140,126) 104,093,042) ---------- ------------ ---------- ------------ Net decrease (1,932,659) $(25,817,147) (3,923,150) $(49,940,581) ========== ============ ========== ============ CLASS B Shares sold 262,601 $ 3,589,733 801,940 $ 9,306,817 Less shares repurchased (2,138,254) (26,918,692) (5,473,947) (63,152,589) ---------- ------------ ---------- ------------ Net decrease (1,875,653) $(23,328,959) (4,672,007) $(53,845,772) ========== ============ ========== ============ CLASS C Shares sold 155,731 $ 2,129,347 352,769 $ 4,130,345 Less shares repurchased (462,781) (5,965,866) (1,082,286) (12,680,183) ---------- ------------ ---------- ------------ Net decrease (307,050) $ (3,836,519) (729,517) $ (8,549,838) ========== ============ ========== ============ INVESTOR CLASS Conversion to Class A shares - $ - (65,054) $ (894,900) Less shares repurchased - - (22,695) (295,951) ---------- ------------ ---------- ------------ Net decrease - $ - (87,749) $ (1,190,851) ========== ============ ========== ============ CLASS R Shares sold 959 $ 13,100 6,270 $ 79,737 Less shares repurchased (32,173) (443,110) (8,639) (109,602) ---------- ------------ ---------- ------------ Net decrease (31,214) $ (430,010) (2,369) $ (29,865) ========== ============ ========== ============ CLASS Y Shares sold 11,561 $ 181,024 35,582 $ 484,528 Less shares repurchased (60,679) (897,349) (46,221) (618,424) ---------- ------------ ---------- ------------ Net decrease (49,118) $ (716,325) (10,639) $ (133,896) ========== ============ ========== ============
24 The accompanying notes are an integral part of these financial statements. Pioneer Growth Shares - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
Six Months Ended 6/30/07 Year Ended Year Ended Year Ended Year Ended Year Ended (unaudited) 12/31/06 12/31/05 12/31/04 12/31/03 12/31/02 (a) CLASS A Net asset value, beginning of period $ 13.64 $ 12.52 $ 12.13 $ 11.42 $ 9.05 $ 13.90 -------- -------- -------- -------- -------- -------- Increase (decrease) from investment operations: Net investment income (loss) $ (0.01) $ (0.02) $ (0.03) $ 0.04 $ (0.04) $ (0.04) Net realized and unrealized gain (loss) on investments 1.22 1.14 0.42 0.68 2.41 (4.81) -------- -------- -------- -------- -------- -------- Net increase (decrease) from investment operations $ 1.21 $ 1.12 $ 0.39 $ 0.72 $ 2.37 $ (4.85) Distributions to shareowners: Net investment income - - (0.00)(b) (0.01) - - -------- -------- -------- -------- -------- -------- Net increase (decrease) in net asset value $ 1.21 $ 1.12 $ 0.39 $ 0.71 $ 2.37 $ (4.85) -------- -------- -------- -------- -------- -------- Net asset value, end of period $ 14.85 $ 13.64 $ 12.52 $ 12.13 $ 11.42 $ 9.05 ======== ======== ======== ======== ======== ======== Total return* 8.87% 8.95% 3.23% 6.29% 26.19% (34.89)% Ratio of net expenses to average net assets+ 1.44%** 1.42% 1.40% 1.37% 1.45% 1.39% Ratio of net investment income (loss) to average net assets+ (0.21)%** (0.18)% (0.27)% 0.35% (0.42)% (0.39)% Portfolio turnover rate 29%** 60% 79% 194% 47% 88% Net assets, end of period (in thousands) $391,923 $386,403 $403,610 $475,096 $516,234 $452,070 Ratios with reductions for fees paid indirectly: Net expenses 1.41%** 1.40% 1.39% 1.37% 1.45% 1.38% Net investment income (loss) (0.18)%** (0.16)% (0.26)% 0.35% (0.42)% (0.38)%
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized + Ratio with no reduction for fees paid indirectly. (a) The per share data presented above is based upon the average shares outstanding for the year presented. (b) Amount rounds to less than $0.01 cent per share. The accompanying notes are an integral part of these financial statements. 25 Pioneer Growth Shares - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
Six Months Ended 6/30/07 Year Ended Year Ended Year Ended Year Ended Year Ended (unaudited) 12/31/06 12/31/05 12/31/04 12/31/03 12/31/02 CLASS B Net asset value, beginning of period $ 12.25 $ 11.35 $ 11.11 $ 10.54 $ 8.43 $ 13.07 ------- ------- -------- -------- -------- -------- Increase (decrease) from investment operations: Net investment loss $ (0.09) $ (0.17) $ (0.16) $ (0.06) $ (0.14) $ (0.27) Net realized and unrealized gain (loss) on investments 1.10 1.07 0.40 0.63 2.25 (4.37) ------- ------- -------- -------- -------- -------- Net increase (decrease) from investment operations $ 1.01 $ 0.90 $ 0.24 $ 0.57 $ 2.11 $ (4.64) ------- ------- -------- -------- -------- -------- Net increase (decrease) in net asset value $ 1.01 $ 0.90 $ 0.24 $ 0.57 $ 2.11 $ (4.64) ------- ------- -------- -------- -------- -------- Net asset value, end of period $ 13.26 $ 12.25 $ 11.35 $ 11.11 $ 10.54 $ 8.43 ======= ======= ======== ======== ======== ======== Total return* 8.25% 7.93% 2.16% 5.41% 25.03% (35.50)% Ratio of net expenses to average net assets+ 2.55%** 2.41% 2.37% 2.27% 2.44% 2.26% Ratio of net investment loss to average net assets+ (1.33)%** (1.18)% (1.25)% (0.58)% (1.41)% (1.27)% Portfolio turnover rate 29%** 60% 79% 194% 47% 88% Net assets, end of period (in thousands) $67,547 $85,362 $132,109 $176,623 $213,481 $201,822 Ratios with reductions for fees paid indirectly: Net expenses 2.51%** 2.39% 2.35% 2.27% 2.43% 2.25% Net investment loss (1.29)%** (1.16)% (1.23)% (0.58)% (1.40)% (1.26)%
* 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. 26 Pioneer Growth Shares - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
Six Months Ended 6/30/07 Year Ended Year Ended Year Ended Year Ended Year Ended (unaudited) 12/31/06 12/31/05 12/31/04 12/31/03 12/31/02 CLASS C Net asset value, beginning of period $ 12.42 $ 11.48 $ 11.23 $ 10.65 $ 8.51 $ 13.18 --------- ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment loss $ (0.06) $ (0.12) $ (0.15) $ (0.06) $ (0.12) $ (0.23) Net realized and unrealized gain (loss) on investments 1.11 1.06 0.40 0.64 2.26 (4.44) --------- ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 1.05 $ 0.94 $ 0.25 $ 0.58 $ 2.14 $ (4.67) --------- ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ 1.05 $ 0.94 $ 0.25 $ 0.58 $ 2.14 $ (4.67) --------- ------- ------- ------- ------- ------- Net asset value, end of period $ 13.47 $ 12.42 $ 11.48 $ 11.23 $ 10.65 $ 8.51 ========= ======= ======= ======= ======= ======= Total return* 8.45% 8.19% 2.23% 5.45% 25.15% (35.43)% Ratio of net expenses to average net assets+ 2.20%** 2.19% 2.31% 2.17% 2.32% 2.25% Ratio of net investment loss to average net assets+ (0.97)%** (0.95)% (1.18)% (0.46)% (1.29)% (1.26)% Portfolio turnover rate 29%** 60% 79% 194% 47% 88% Net assets, end of period (in thousands) $ 31,494 $32,853 $38,751 $49,881 $56,358 $45,651 Ratios with reductions for fees paid indirectly: Net expenses 2.18%** 2.18% 2.30% 2.17% 2.31% 2.24% Net investment loss (0.95)%** (0.94)% (1.17)% (0.46)% (1.28)% (1.25)%
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period, and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized + Ratio with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 27 Pioneer Growth Shares - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
1/1/07 to 2/1/07 (d) Year Ended Year Ended Year Ended 4/1/03 (a) (unaudited) 12/31/06 12/31/05 12/31/04 to 12/31/03 CLASS R Net asset value, beginning of period $13.50 $ 12.47 $12.12 $11.45 $ 9.26 ------ ------- ------ ------ ------ Increase (decrease) from investment operations: Net investment income (loss) $(0.02) $ (0.11) $(0.06) $ 0.07 $(0.00)(b) Net realized and unrealized gain on investments 0.38 1.14 0.41 0.65 2.19 ------ ------- ------ ------ ------ Net increase from investment operations $ 0.36 $ 1.03 $ 0.35 $ 0.72 $ 2.19 Distributions to shareowners: Net investment income - - (0.00)(b) (0.05) - ------ ------- ------ ------ ------ Net increase in net asset value $ 0.36 $ 1.03 $ 0.35 $ 0.67 $ 2.19 ------ ------- ------ ------ ------ Net asset value, end of period $13.86 $ 13.50 $12.47 $12.12 $11.45 ====== ======= ====== ====== ====== Total return* 2.67% 8.26% 2.90% 6.26% 23.65%(c) Ratio of net expenses to average net assets+ 2.13%** 2.11% 1.72% 1.37% 1.18%** Ratio of net investment income (loss) to average net assets+ (1.62)%** (0.87)% (0.59)% 1.01% (0.11)%** Portfolio turnover rate 29%** 60% 79% 194% 47% Net assets, end of period (in thousands) $ - $ 421 $ 419 $ 295 $ 4 Ratios with reductions for fees paid indirectly: Net expenses 2.06%** 2.09% 1.70% 1.37% 1.18%** Net investment income (loss) (1.55)%** (0.85)% (0.57)% 1.01% (0.11)%**
(a) Class R shares were first publicly offered on April 1,2003. (b) Amount rounds to less than $0.01 cent per share. (c) Return is not annualized. (d) Class R Shares ceased operations on February 1, 2007. * 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. + Ratio with no reduction for fees paid indirectly. ** Annualized The accompanying notes are an integral part of these financial statements. 28 Pioneer Growth Shares - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
Six Months Ended 6/30/07 Year Ended Year Ended Year Ended Year Ended Year Ended (unaudited) 12/31/06 12/31/05 12/31/04 12/31/03 12/31/02 CLASS Y Net asset value, beginning of period $14.48 $13.19 $12.70 $11.95 $ 9.39 $ 14.34 ------ ------ ------ ------ ------ ------- Increase (decrease) from investment operations: Net investment income $ 0.04 $ 0.07 $ 0.05 $ 0.13 $ 0.03 $ 0.03 Net realized and unrealized gain (loss) on investments 1.29 1.22 0.44 0.71 2.53 (4.98) ------ ------ ------ ------ ------ ------- Net increase (decrease) from investment operations $ 1.33 $ 1.29 $ 0.49 $ 0.84 $ 2.56 $ (4.95) Distributions to shareowners: Net investment income - - (0.00)(a) (0.09) - - ------ ------ ------ ------ ------ ------- Net increase (decrease) in net asset value $ 1.33 $ 1.29 $ 0.49 $ 0.75 $ 2.56 $ (4.95) ------ ------ ------ ------ ------ ------- Net asset value, end of period $15.81 $14.48 $13.19 $12.70 $11.95 $ 9.39 ====== ====== ====== ====== ====== ======= Total return* 9.19% 9.78% 3.88% 7.08% 27.26% (34.52)% Ratio of net expenses to average net assets+ 0.78%** 0.72% 0.73% 0.67% 0.71% 0.74% Ratio of net investment income to average net assets+ 0.44%** 0.52% 0.40% 1.02% 0.32% 0.24% Portfolio turnover rate 29%** 60% 79% 194% 47% 88% Net assets, end of period (in thousands) $2,303 $2,820 $2,710 $2,849 $3,242 $ 3,231 Ratios with reductions for fees paid indirectly: Net expenses 0.78%** 0.72% 0.72% 0.66% 0.71% 0.73% Net investment income 0.44%** 0.52% 0.41% 1.02% 0.32% 0.25%
(a) Amount rounds to less than $0.01 cent per share. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, and the complete redemption of the investment at net asset value at each end of each period. ** Annualized + Ratio with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 29 Pioneer Growth Shares - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 6/30/07 (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 four classes of shares - Class A, Class B, Class C and Class Y shares. Class R shares were liquidated on February 1, 2007. As planned, on December 10, 2006 Investor Class shares converted to Class A 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 has exclusive voting rights with respect to the distribution plans that have been adopted by Class A, Class B and Class C 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. At times, the Fund's investments may represent industries or industry sectors that are interrelated or have common risks, making it more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. Information regarding the Fund's principal risks are contained in the Fund's prospectus. Please refer to those documents when considering the Fund's risks. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements, which are consistent with those policies generally accepted in the investment company industry: 30 Pioneer Growth Shares - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- A. Security Valuation Security transactions are recorded as of trade date. The net asset value of the Fund is computed once daily, on each day the New York Stock Exchange (NYSE) is open, as of the close of regular trading on the NYSE. In computing the net asset value, securities are valued at the last sale price on the principal exchange where they are traded. Securities that have not traded on the date of valuation, or securities for which sale prices are not generally reported, are valued at the mean between the last bid and asked prices. Securities for which market quotations are not readily available are valued at their fair values as determined by, or under the direction of, the Board of Trustees. Trading in foreign securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of the Fund's shares are determined as of such times. The Fund also may use the fair value of a security including a non-U.S. security when the closing market price on the principal exchange where the security is traded no longer reflects the value of the security. At June 30, 2007 there were no securities fair valued. Temporary cash investments are valued at cost which approximates market value. Dividend income is recorded on the ex-dividend date except that certain dividends from foreign securities where the ex-dividend date may have passed are recorded as soon as the Fund becomes aware of the ex-dividend data in exercise of reasonable diligence. Interest income is recorded on the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. B. 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. 31 Pioneer Growth Shares - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 6/30/07 (unaudited) (continued) - -------------------------------------------------------------------------------- The amounts and characterizations of distributions to shareowners for financial reporting purposes are determined in accordance with federal income tax rules. Therefore, the sources of the Fund's distributions may be shown in the accompanying financial statements as either from or in excess of net investment income or net realized gain on investment transactions, or from paid-in capital, depending on the type of book/tax differences that may exist. The tax character of current year distributions payable will be determined at the end of the current fiscal year. There were no distributions paid during the year ended December 31, 2006. The following shows the components of accumulated losses on a federal income tax basis at December 31, 2006:
- -------------------------------------------------------------------------------- 2006 - -------------------------------------------------------------------------------- Undistributed ordinary income $ - Capital loss carryforward (492,007,582) Unrealized appreciation 32,731,889 ------------- Total $(459,275,693) ============= - --------------------------------------------------------------------------------
The difference between book basis and tax basis unrealized appreciation is attributable to the tax deferral of losses on wash sales. C. 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 $32,604 in underwriting commissions on the sale of Class A shares for the six months ended June 30, 2007. D. Class Allocations Distribution fees are calculated based on the average daily net asset value attributable to Class A, Class B and Class C shares of the Fund, respectively (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 Management Shareholder Services, Inc. (PIMSS), for its services, which are allocated based on the number of accounts 32 Pioneer Growth Shares - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 and Class Y shares can bear different transfer agent and distribution fees. E. Securities Lending The Fund lends securities in the Portfolio to certain broker-dealers or other institutional investors, with the Fund's custodian acting as the lending agent. When entering into a loan, the Fund receives collateral, which is maintained by the custodian and earns income in the form of negotiated lenders' fees. The Fund also continues to receive interest or payments in lieu of dividends on the securities loaned. Gain or loss on the fair value of the loaned securities that may occur during the term of the loan will be for account of the Fund. The loans are secured by collateral of at least 102%, at all times, of the fair value of the securities loaned. The amount of the collateral will be adjusted daily to reflect any price fluctuation in the value of the loaned securities. The Fund has the right under the lending agreements to recover the securities from the borrower on demand. The Fund invests cash collateral in the Securities Lending Investment Fund, which is sponsored by Brown Brothers Harriman & Co., the Fund's custodian. F. 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. 33 Pioneer Growth Shares - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 6/30/07 (unaudited) (continued) - -------------------------------------------------------------------------------- 2. Management Agreement PIM, a wholly owned indirect subsidiary of UniCredito Italiano, manages the Fund's portfolio. Management fees are calculated daily at the annual rate of 0.70% of the Fund's average daily net assets up to $500 million; 0.65% of the next $500 million; and 0.625% of the excess over $1 billion. The basic fee is subject to a performance adjustment up to a maximum of +/-0.10% based on the Fund's Class A investment performance as compared with the Russell 1000 Growth Index over a rolling 36-month period. In addition the fee is further limited to a maximum annualized rate adjustment of +/-0.10% of the average daily net assets during the current month. On June 28, 2007, PIM made a voluntary capital contribution of $2,015,263 to the Fund to retroactively reflect a current revision in the management contract. For the six months ended June 30, 2007, the aggregate performance adjustment resulted in an increase to the basic fee of $7,884. The management fee was equivalent to 0.70% of the Fund's average daily net assets. 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 $300,510 in transfer agent fees payable to PIMSS at June 30, 2007. 4. Distribution and Service Plans The Fund adopted a Plan of Distribution for each class of shares (Class A Plan, Class B Plan and Class C Plan) in accordance with Rule 12b-1 of the Investment Company Act of 1940. Pursuant to the Class A Plan, the Fund pays PFD a service fee of up to 0.25% of the 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. Included in due to affiliates is $10,596 in distribution fees payable to PFD at June 30, 2007. 34 Pioneer Growth Shares - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 18 months of purchase. Class B shares that are redeemed within five 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%. Proceeds from the CDSCs are paid to PFD. For the six months ended June 30, 2007, CDSCs in the amount of $58,381 were paid to PFD. 5. Commission Recapture and Expense Offset Arrangements The Fund has entered into commission recapture arrangements with brokers with whom PIM places trades on behalf of the Fund where they provide services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund. For the six months ended June 30, 2007, expenses were reduced by $4,137 under this agreement. In addition, 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, 2007, the Fund's expenses were reduced by $66,055 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 $200 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 $200 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, 2007, the Fund had no borrowings under this agreement. 35 Pioneer Growth Shares - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 6/30/07 (unaudited) (continued) - -------------------------------------------------------------------------------- 7. New Pronouncements In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures. 8. Subsequent Event A proposal to reorganize Pioneer Growth Shares into Pioneer Independence Fund is being submitted for approval by shareholders of Pioneer Growth Shares at a meeting anticipated to be held in the fourth quarter of 2007. If approved by the shareholders of Pioneer Growth Shares, the reorganization is expected to close as soon as possible thereafter. There can be no assurance that the reorganization will be approved or, if approved, completed. Each fund's Trustees approved the proposed reorganization on July 10, 2007 and determined that it is in the best interests of the shareholders of both funds. The proposed reorganization is expected to qualify as a tax-free reorganization, which means that the reorganization will result in no income, gain or loss being recognized for federal income tax purposes by either fund or their shareholders as a direct result of the reorganization. 36 Pioneer Growth Shares - -------------------------------------------------------------------------------- TRUSTEES, OFFICERS AND SERVICE PROVIDERS - -------------------------------------------------------------------------------- Trustees Officers John F. Cogan, Jr., Chairman John F. Cogan, Jr., President David R. Bock Daniel K. Kingsbury, Executive Mary K. Bush Vice President Margaret B.W. Graham Vincent Nave, Treasurer Daniel K. Kingsbury Dorothy E. Bourassa, Secretary Thomas J. Perna Marguerite A. Piret Stephen K. West John Winthrop Investment Adviser and Administrator Pioneer Investment Management, Inc. Custodian Brown Brothers Harriman & Co. Principal Underwriter Pioneer Funds Distributor, Inc. Legal Counsel Wilmer Cutler Pickering Hale and Dorr LLP Shareowner Services and Transfer Agent Pioneer Investment Management Shareholder Services, Inc. Proxy Voting Policies and Procedures of the Fund are available without charge, upon request, by calling our toll free number (1-800-225-6292). Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is publicly available to shareowners at www.pioneerinvestments.com. This information is also available on the Securities and Exchange Commission's web site at http://www.sec.gov. 37 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This page for your notes. 38 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This page for your notes. 39 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This page for your notes. 40 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This page for your notes. 41 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This page for your notes. 42 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This page for your notes. 43 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This page for your notes. 44 - -------------------------------------------------------------------------------- HOW TO CONTACT PIONEER - -------------------------------------------------------------------------------- We are pleased to offer a variety of convenient ways for you to contact us for assistance or information. Call us for: Account Information, including existing accounts, new accounts, prospectuses, applications and service forms 1-800-225-6292 FactFone(SM) for automated fund yields, prices, account information and transactions 1-800-225-4321 Retirement plans information 1-800-622-0176 Telecommunications Device for the Deaf (TDD) 1-800-225-1997 Write to us: PIMSS, Inc. P.O. Box 55014 Boston, Massachusetts 02205-5014 Our toll-free fax 1-800-225-4240 Our internet e-mail address ask.pioneer@pioneerinvestments.com (for general questions about Pioneer only) Visit our web site: www.pioneerinvestments.com Before investing consider the Fund's investment objectives, risks, charges and expenses. Contact your advisor or Pioneer Investments for a prospectus containing this information. Read it carefully. The Fund files a complete statement of investments with the Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's web site at http://www.sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330. ITEM 2. CODE OF ETHICS. (a) Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so. The registrant has adopted, as of the end of the period covered by this report, a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer and controller. (b) For purposes of this Item, the term "code of ethics" means written standards that are reasonably designed to deter wrongdoing and to promote: (1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant; (3) Compliance with applicable governmental laws, rules, and regulations; (4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (5) Accountability for adherence to the code. (c) The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless the registrant has elected to satisfy paragraph (f) of this Item by posting its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item. The registrant has made no amendments to the code of ethics during the period covered by this report. (d) If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver. Not applicable. (e) If the registrant intends to satisfy the disclosure requirement under paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item by posting such information on its Internet website, disclose the registrant's Internet address and such intention. Not applicable. (f) The registrant must: (1) File with the Commission, pursuant to Item 10(a), a copy of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as an exhibit to its annual report on this Form N-CSR; (2) Post the text of such code of ethics on its Internet website and disclose, in its most recent report on this Form N-CSR, its Internet address and the fact that it has posted such code of ethics on its Internet website; or (3) Undertake in its most recent report on this Form N-CSR to provide to any person without charge, upon request, a copy of such code of ethics and explain the manner in which such request may be made. See Item 10(2) ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a) (1) Disclose that the registrant's board of trustees has determined that the registrant either: (i) Has at least one audit committee financial expert serving on its audit committee; or (ii) Does not have an audit committee financial expert serving on its audit committee. The registrant's Board of Trustees has determined that the registrant has at least one audit committee financial expert. (2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is "independent." In order to be considered "independent" for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of trustees, or any other board committee: (i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or (ii) Be an "interested person" of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)). Ms. Marguerite A. Piret, an independent trustee, is such an audit committee financial expert. (3) If the registrant provides the disclosure required by paragraph (a)(1) (ii) of this Item, it must explain why it does not have an audit committee financial expert. Not applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. N/A (b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A (c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A (d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A (e) (1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. PIONEER FUNDS APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES PROVIDED BY THE INDEPENDENT AUDITOR SECTION I - POLICY PURPOSE AND APPLICABILITY The Pioneer Funds recognize the importance of maintaining the independence of their outside auditors. Maintaining independence is a shared responsibility involving Pioneer Investment Management, Inc ("PIM"), the audit committee and the independent auditors. The Funds recognize that a Fund's independent auditors: 1) possess knowledge of the Funds, 2) are able to incorporate certain services into the scope of the audit, thereby avoiding redundant work, cost and disruption of Fund personnel and processes, and 3) have expertise that has value to the Funds. As a result, there are situations where it is desirable to use the Fund's independent auditors for services in addition to the annual audit and where the potential for conflicts of interests are minimal. Consequently, this policy, which is intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and procedures to be followed by the Funds when retaining the independent audit firm to perform audit, audit-related tax and other services under those circumstances, while also maintaining independence. Approval of a service in accordance with this policy for a Fund shall also constitute approval for any other Fund whose pre-approval is required pursuant to Rule 210.2-01(c)(7)(ii). In addition to the procedures set forth in this policy, any non-audit services that may be provided consistently with Rule 210.2-01 may be approved by the Audit Committee itself and any pre-approval that may be waived in accordance with Rule 210.2-01(c)(7)(i)(C) is hereby waived. Selection of a Fund's independent auditors and their compensation shall be determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY - ---------------- -------------------------------- ------------------------------------------------- SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES CATEGORY - ---------------- -------------------------------- ------------------------------------------------- I. AUDIT Services that are directly o Accounting research assistance SERVICES related to performing the o SEC consultation, registration independent audit of the Funds statements, and reporting o Tax accrual related matters o Implementation of new accounting standards o Compliance letters (e.g. rating agency letters) o Regulatory reviews and assistance regarding financial matters o Semi-annual reviews (if requested) o Comfort letters for closed end offerings - ---------------- -------------------------------- ------------------------------------------------- II. Services which are not o AICPA attest and agreed-upon procedures AUDIT-RELATED prohibited under Rule o Technology control assessments SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments and are related extensions of o Enterprise security architecture the audit services support the assessment audit, or use the knowledge/expertise gained from the audit procedures as a foundation to complete the project. In most cases, if the Audit-Related Services are not performed by the Audit firm, the scope of the Audit Services would likely increase. The Services are typically well-defined and governed by accounting professional standards (AICPA, SEC, etc.) - ---------------- -------------------------------- ------------------------------------------------- ------------------------------------- ------------------------------------ AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY ------------------------------------- ------------------------------------ o "One-time" pre-approval o A summary of all such for the audit period for all services and related fees pre-approved specific service reported at each regularly subcategories. Approval of the scheduled Audit Committee independent auditors as meeting. auditors for a Fund shall constitute pre approval for these services. ------------------------------------- ------------------------------------ o "One-time" pre-approval o A summary of all such for the fund fiscal year within services and related fees a specified dollar limit (including comparison to for all pre-approved specified dollar limits) specific service subcategories reported quarterly. o Specific approval is needed to exceed the pre-approved dollar limit for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) o Specific approval is needed to use the Fund's auditors for Audit-Related Services not denoted as "pre-approved", or to add a specific service subcategory as "pre-approved" ------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED - ----------------------- --------------------------- ----------------------------------------------- SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES DESCRIPTION - ----------------------- --------------------------- ----------------------------------------------- III. TAX SERVICES Services which are not o Tax planning and support prohibited by the Rule, o Tax controversy assistance if an officer of the Fund o Tax compliance, tax returns, excise determines that using the tax returns and support Fund's auditor to provide o Tax opinions these services creates significant synergy in the form of efficiency, minimized disruption, or the ability to maintain a desired level of confidentiality. - ----------------------- --------------------------- ----------------------------------------------- - ------------------------------------- ------------------------- AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY - ------------------------------------- ------------------------- - ------------------------------------- ------------------------- o "One-time" pre-approval o A summary of for the fund fiscal year all such services and within a specified dollar limit related fees (including comparison to specified dollar limits) reported quarterly. o Specific approval is needed to exceed the pre-approved dollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) o Specific approval is needed to use the Fund's auditors for tax services not denoted as pre-approved, or to add a specific service subcategory as "pre-approved" - ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED - ----------------------- --------------------------- ----------------------------------------------- SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES DESCRIPTION - ----------------------- --------------------------- ----------------------------------------------- IV. OTHER SERVICES Services which are not o Business Risk Management support prohibited by the Rule, o Other control and regulatory A. SYNERGISTIC, if an officer of the Fund compliance projects UNIQUE QUALIFICATIONS determines that using the Fund's auditor to provide these services creates significant synergy in the form of efficiency, minimized disruption, the ability to maintain a desired level of confidentiality, or where the Fund's auditors posses unique or superior qualifications to provide these services, resulting in superior value and results for the Fund. - ----------------------- --------------------------- ----------------------------------------------- - --------------------------------------- ------------------------ AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY - ------------------------------------- -------------------------- o "One-time" pre-approval o A summary of for the fund fiscal year within all such services and a specified dollar limit related fees (including comparison to specified dollar limits) reported quarterly. o Specific approval is needed to exceed the pre-approved dollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) o Specific approval is needed to use the Fund's auditors for "Synergistic" or "Unique Qualifications" Other Services not denoted as pre-approved to the left, or to add a specific service subcategory as "pre-approved" - ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED - ----------------------- ------------------------- ----------------------------------------------- SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES DESCRIPTION - ----------------------- ------------------------- ----------------------------------------------- PROHIBITED SERVICES Services which result 1. Bookkeeping or other services in the auditors losing related to the accounting records or independence status financial statements of the audit under the Rule. client* 2. Financial information systems design and implementation* 3. Appraisal or valuation services, fairness* opinions, or contribution-in-kind reports 4. Actuarial services (i.e., setting actuarial reserves versus actuarial audit work)* 5. Internal audit outsourcing services* 6. Management functions or human resources 7. Broker or dealer, investment advisor, or investment banking services 8. Legal services and expert services unrelated to the audit 9. Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible - ----------------------- ------------------------- ----------------------------------------------- - ------------------------------------------- ------------------------------ AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY - ------------------------------------------- ------------------------------ o These services are not to be o A summary of all performed with the exception of the(*) services and related services that may be permitted fees reported at each if they would not be subject to audit regularly scheduled procedures at the audit client (as Audit Committee meeting defined in rule 2-01(f)(4)) level will serve as continual the firm providing the service. confirmation that has not provided any restricted services. - ------------------------------------------- ------------------------------
- -------------------------------------------------------------------------------- GENERAL AUDIT COMMITTEE APPROVAL POLICY: o For all projects, the officers of the Funds and the Fund's auditors will each make an assessment to determine that any proposed projects will not impair independence. o Potential services will be classified into the four non-restricted service categories and the "Approval of Audit, Audit-Related, Tax and Other Services" Policy above will be applied. Any services outside the specific pre-approved service subcategories set forth above must be specifically approved by the Audit Committee. o At least quarterly, the Audit Committee shall review a report summarizing the services by service category, including fees, provided by the Audit firm as set forth in the above policy. - -------------------------------------------------------------------------------- (2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. N/A (f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. N/A (g) Disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant. N/A (h) Disclose whether the registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. N/A Item 5. Audit Committee of Listed Registrants (a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17 CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrants audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state. N/A (b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption from the listing standards for audit committees. N/A Item 6. Schedule of Investments. File Schedule I Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in 210.12- 12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form. Included in Item 1 ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company's investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company's investment adviser, or any other third party, that the company uses, or that are used on the company's behalf, to determine how to vote proxies relating to portfolio securities. Not applicable to open-end management investment companies. Item 8. Portfolio Managers of Closed-End Management Investment Companies. (a) If the registrant is a closed-end management investment company that is filing an annual report on this Form N-CSR,provide the following information: (1) State the name, title, and length of service of the person or persons employed by or associated with the registrant or an investment adviser of the registrant who are primarily responsible for the day-to-day management of the registrants portfolio (Portfolio Manager). Also state each Portfolio Managers business experience during the past 5 years. Not applicable to open-end management investment companies. Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. (a) If the registrant is a closed-end management investment company, in the following tabular format, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrants equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose all purchases covered by this Item, including purchases that do not satisfy the conditions of the safe harbor of Rule 10b-18 under the Exchange Act (17 CFR 240.10b-18), made in the period covered by the report. Provide disclosures covering repurchases made on a monthly basis. For example, if the reporting period began on January 16 and ended on July 15, the chart would show repurchases for the months from January 16 through February 15, February 16 through March 15, March 16 through April 15, April 16 through May 15, May 16 through June 15, and June 16 through July 15. Not applicable to open-end management investment companies. Item 10. Submission of Matters to a Vote of Security Holders. Describe any material changes to the procedures by which shareholders may recommend nominees to the registrants board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrants board of directors since the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in its definitive proxy statement, or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) Disclose the conclusions of the registrant's principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, about the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR 270.30a-2(c))) based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph. The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report. (b) Disclose whether or not there were significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. There were no significant changes in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. The registrant's principal executive officer and principal financial officer, however, voluntarily are reporting the following information: In August of 2006 the registrant's investment adviser enhanced its internal procedures for reporting performance information required to be included in prospectuses. Those enhancements involved additional internal controls over the appropriateness of performance data generated for this purpose. Such enhancements were made following an internal review which identified prospectuses relating to certain classes of shares of a limited number of registrants where, inadvertently, performance information not reflecting the deduction of applicable sales charges was included. Those prospectuses were revised, and the revised prospectuses were distributed to shareholders. ITEM 12. EXHIBITS. File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. (b) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2). Filed herewith. SIGNATURES [See General Instruction F] Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Pioneer Growth Shares By (Signature and Title)* /s/ John F. Cogan, Jr. John F. Cogan, Jr, President Date August 29, 2007 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 29, 2007 By (Signature and Title)* /s/ Vincent Nave Vincent Nave, Treasurer Date August 29, 2007 * Print the name and title of each signing officer under his or her signature. EX-99 2 cert.txt CERTIFICATIONS -------------- I, John F. Cogan, Jr., certify that: 1. I have reviewed this report on Form N-CSR of Pioneer Growth Shares; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 29, 2007 /s/ John F. Cogan, Jr. John F. Cogan, Jr. President CERTIFICATIONS -------------- I, Vincent Nave, certify that: 1. I have reviewed this report on Form N-CSR of Pioneer Growth Shares; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 29, 2007 /s/ Vincent Nave Vincent Nave Treasurer SECTION 906 CERTIFICATION Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Pioneer Growth Shares (the "Fund"), hereby certifies, to the best of his knowledge, that the Trust's Report on Form N-CSR for the period ended June 30, 2007 (the "Report") fully complies with the requirements of Section 13 (a) or 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust. Dated: August 29, 2007 /s/ John F. Cogan, Jr. John F. Cogan, Jr. President This certification is being furnished solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Report or a separate disclosure document. A signed original of this written statement required by section 906 has been provided to the Fund and will be retained by the Fund and furnished to the SEC or its staff upon request. SECTION 906 CERTIFICATION Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Pioneer Growth Shares (the "Fund"), hereby certifies, to the best of his knowledge, that the Trust's Report on Form N-CSR for the period ended June 30, 2007 (the "Report") fully complies with the requirements of Section 13 (a) or 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust. Dated: August 29, 2007 /s/ Vincent Nave Vincent Nave Treasurer This certification is being furnished solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Report or a separate disclosure document. A signed original of this written statement required by section 906 has been provided to the Fund and will be retained by the Fund and furnished to the SEC or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----