N-Q 1 n-q.txt OMB APPROVAL OMB Number: 3235-0578 Expires: April 30, 2010 Estimated average burden hours per response..... 10.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q 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: September 30, 2007 Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after close of the first and third fiscal quarters, pursuant to Rule 30b1-5under the Investment Company Act of 1940 (17 CFR 270.30b-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q 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. Schedule of Investments. Pioneer Growth Shares Schedule of Investments 9/30/07 Shares Value COMMON STOCKS - 97.9 % Energy - 7.9 % Integrated Oil & Gas - 7.9 % 262,600 Hess Corp. $17,470,778 79,300 Suncor Energy, Inc. 7,518,433 256,200 USX-Marathon Group, Inc. 14,608,524 $39,597,735 Total Energy $39,597,735 Capital Goods - 12.7 % Aerospace & Defense - 7.9 % 50,200 Boeing Co. $ 5,270,498 37,300 General Dynamics Corp. 3,150,731 107,100 Honeywell International, Inc. 6,369,237 76,600 L-3 Communications Holdings, Inc. 7,823,924 217,000 United Technologies Corp. 17,464,160 $40,078,550 Industrial Conglomerates - 4.8 % 159,600 3M Co. $14,935,368 221,100 General Electric Co. 9,153,540 $24,088,908 Total Capital Goods $64,167,458 Consumer Durables & Apparel - 1.9 % Footwear - 1.9 % 166,400 Nike, Inc. $ 9,761,024 Total Consumer Durables & Apparel $ 9,761,024 Media - 1.5 % Movies & Entertainment - 1.5 % 145,000 The Walt Disney Co. $ 4,986,550 64,850 Viacom, Inc. (Class B) * 2,527,205 $ 7,513,755 Total Media $ 7,513,755 Retailing - 4.5 % Apparel Retail - 2.9 % 63,900 Abercrombie & Fitch Co. $ 5,156,730 334,600 TJX Companies, Inc. 9,726,822 $14,883,552 Home Improvement Retail - 1.6 % 244,600 Home Depot, Inc. $ 7,934,824 Total Retailing $22,818,376 Food & Drug Retailing - 4.2 % Drug Retail - 3.3 % 414,400 CVS Corp. $16,422,672 Food Retail - 0.9 % 240,181 Winn-Dixie Stores, Inc. * $ 5,099,085 Total Food & Drug Retailing $21,521,757 Household & Personal Products - 2.7 % Household Products - 2.7 % 195,500 Procter & Gamble Co. $13,751,470 Total Household & Personal Products $13,751,470 Health Care Equipment & Services - 2.5 % Health Care Equipment - 2.5 % 222,600 Medtronic, Inc. $12,556,866 Total Health Care Equipment & Services $12,556,866 Pharmaceuticals & Biotechnology - 14.8 % Biotechnology - 5.5 % 373,000 Cubist Pharmaceuticals, Inc. * $ 7,881,490 258,400 Gilead Sciences, Inc. * 10,560,808 235,700 Vertex Pharmaceuticals, Inc. * 9,053,237 $27,495,535 Pharmaceuticals - 9.3 % 540,100 Bristol-Myers Squibb Co. $15,565,682 252,400 Eli Lilly & Co. 14,369,132 385,428 Teva Pharmaceutical Industries, Ltd. (b) 17,139,983 $47,074,797 Total Pharmaceuticals & Biotechnology $74,570,332 Diversified Financials - 10.1 % Asset Management & Custody Banks - 3.1 % 84,600 Franklin Resources, Inc. $10,786,500 59,400 Legg Mason, Inc. 5,006,826 $15,793,326 Consumer Finance - 2.5 % 210,600 American Express Co. $12,503,322 Investment Banking & Brokerage - 2.0 % 142,700 Merrill Lynch & Co., Inc. $10,171,656 Other Diversified Finance Services - 2.5 % 102,300 Citigroup, Inc. $ 4,774,341 165,700 J.P. Morgan Chase & Co. 7,592,374 $12,366,715 Total Diversified Financials $50,835,019 Software & Services - 3.9 % Systems Software - 3.9 % 213,600 Microsoft Corp. $ 6,292,656 611,400 Oracle Corp. * 13,236,810 $19,529,466 Total Software & Services $19,529,466 Technology Hardware & Equipment - 19.5 % Communications Equipment - 17.1 % 862,600 Cisco Systems, Inc. * $28,560,686 837,500 Corning, Inc. * 20,644,375 188,226 F5 Networks, Inc. * 7,000,125 351,700 Juniper Networks, Inc. * (b) 12,875,737 219,300 Nokia Corp. (A.D.R.) 8,318,049 205,100 Qualcomm, Inc. 8,667,526 $86,066,498 Computer Hardware - 2.4 % 245,700 Hewlett-Packard Co. $12,233,403 Total Technology Hardware & Equipment $98,299,901 Semiconductors - 11.7 % Semiconductor Equipment - 1.8 % 426,300 Applied Materials, Inc. $ 8,824,410 Semiconductors - 9.9 % 216,100 Broadcom Corp. * $ 7,874,683 887,300 Intel Corp. 22,945,578 521,500 Texas Instruments, Inc. 19,081,685 $49,901,946 Total Semiconductors $58,726,356 TOTAL COMMON STOCKS (Cost $411,862,197) $493,649,515 Principal Amount TEMPORARY CASH INVESTMENTS - 9.0 % Repurchase Agreement - 3.7 % 18,500,000 UBS Warburg, Inc., 3.85%, dated 9/28/07, repurchase price of $18,500,000 plus accrued interest on 10/1/07, collateralized by $18,683,000 U.S. Treasury Bill, 4.875%, 8/31/08 $18,500,000 Shares Security Lending Collateral - 5.3 % 26,611,358 Securities Lending Investment Fund, 5.24% $26,611,358 TOTAL TEMPORARY CASH INVESTMENTS (Cost $45,111,358) $45,111,358 TOTAL INVESTMENT IN SECURITIES - 107.0% (Cost $457,973,555) $538,760,873 OTHER ASSETS AND LIABILITIES - (7.0)% $(35,095,073) TOTAL NET ASSETS - 100.0% $503,665,800 (a) At September 30, 2007, the net unrealized gain on investments based on cost for federal income tax purposes of $457,973,555 was as follows: Aggregate gross unrealized gain for all investments in which there is an excess of value over tax cost $88,466,479 Aggregate gross unrealized loss for all investments in which there is an excess of tax cost over value (7,679,161) Net unrealized gain $80,787,318 (b) At September 30, 2007, the following securities were out on loan: Shares Security Market Value 264,674 Teva Pharmaceutical Industries, Ltd. $11,770,053 346,919 Juniper Networks, Inc. * 12,700,705 Total $24,470,758 ITEM 2. 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-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR270.30a-3(b))) and Rule 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR240.13a-15(b) or 240.15d-15(b)). 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 any change in the registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR270.30a-3(d)) that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 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. ITEM 3. EXHIBITS. (a) 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 November 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 November 29, 2007 By (Signature and Title)* /s/ Vincent Nave Vincent Nave, Treasurer Date November 29, 2007 * Print the name and title of each signing officer under his or her signature.