July 1, 1998
PIONEER GROWTH SHARES
SUPPLEMENT TO
CLASS A, CLASS B AND CLASS C PROSPECTUS
DATED APRIL 30, 1998
The Trustees of Pioneer Growth Shares (the "Fund") have approved a new
management contract with a performance based management fee, subject to
shareholder approval at a meeting adjourned to July 21, 1998. If approved by
shareholders on that date, the management contract will take effect on August 1,
1998.
EXPENSE INFORMATION
As more fully described below, the Fund has submitted for shareholder
approval a proposed management contract under which the basic rate of management
fee payable to Pioneering Management Corporation ("PMC") would be increased or
decreased based upon the Fund's investment performance relative to the record of
a benchmark securities index. Under the proposed contract, the "Annual Operating
Expenses" and the "Example" shown on page 2 of the prospectus would change as
set forth below. The "Shareholder Transaction Expenses" shown on page 2 of the
prospectus would not change as a result of the new contract.
The information in the table below is based on the Fund's actual
expenses for the year ended December 31, 1997. Management fees have been
restated to reflect the basic, maximum and minimum fees payable to PMC under the
proposed contract. For the fiscal year ended December 31, 1997, actual
management fees for each class of shares were 0.48% and total operating expenses
were 0.97% for Class A shares, 1.72% for Class B shares and 1.63% for Class C
shares under the management contract currently in effect. Had the proposed
contract been in effect throughout this period management fees and total
operating expenses would have been the same as shown under the basic fee column
below.
ANNUAL OPERATING EXPENSES (as a percentage of average net assets):
CLASS A SHARES MANAGEMENT FEE(a)
Basic Maximum Minimum
Management Fee 0.70% 0.80% 0.60%
12b-1 Fees 0.25% 0.25% 0.25%
Other Expenses (including accounting
and transfer agent fees, custodian fees
and printing expenses)3 0.24% 0.24% 0.24%
---- ---- ----
Total Operating Expenses 1.19% 1.29% 1.09%
==== ==== ====
CLASS B SHARES
Management Fee 0.70% 0.80% 0.60%
12b-1 Fees 1.00% 1.00% 1.00%
Other Expenses (including accounting
and transfer agent fees, custodian fees
and printing expenses)3 0.24% 0.24% 0.24%
---- --- ----
Total Operating Expenses 1.94% 2.04% 1.84%
==== ==== ====
CLASS C SHARES
Management Fee 0.70% 0.80% 0.60%
12b-1 Fees 1.00% 1.00% 1.00%
Other Expenses (including accounting
and transfer agent fees, custodian fees
and printing expenses)3 0.15% 0.15% 0.15%
---- ---- ----
Total Operating Expenses 1.85% 1.95% 1.75%
==== ==== ====
3Expenses are net of amounts paid in connection with third-party
brokerage/service and certain expense offset arrangements. In the absence of
such arrangements "Total Operating Expenses" would be:
<PAGE>
BASIC MAXIMUM MINIMUM
Class A Shares 1.21% 1.31% 1.11%
Class B Shares 1.98% 2.08% 1.88%
Class C Shares 1.91% 2.01% 1.81%
EXAMPLE:
You would pay the following expenses on a $1,000 investment, with or
without redemption at the end of each time period, assuming a 5% annual return,
reinvestment of all dividends and distributions and that the percentage amounts
listed above under "Annual Operating Expenses" remain the same each year.
CLASS A SHARES
Management Fee 1 YEAR(a) 3 YEARS 5 YEARS 10 YEARS
--------- ------- ------- --------
Basic $69 $93 $119 $194
Maximum -- $96 $124 $204
Minimum -- $90 $114 $183
CLASS B SHARES*
Management Fee
Basic
Assuming complete redemption
at end of period $60 $91 $125 $207
Assuming no redemption $20 $61 $105 $207
Maximum
Assuming complete redemption
at end of period -- $94 $130 $218
Assuming no redemption -- $64 $110 $218
Minimum
Assuming complete redemption
at end of period -- $88 $120 $196
Assuming no redemption -- $58 $100 $196
CLASS C SHARES**
Management Fee
Basic
Assuming complete redemption
at end of period $29 $58 $100 $217
Assuming no redemption $19 $58 $100 $217
Maximum
Assuming complete redemption
at end of period -- $61 $105 $227
Assuming no redemption -- $61 $105 $227
Minimum
Assuming complete redemption
at end of period -- $55 $95 $206
Assuming no redemption -- $55 $95 $206
- -------------------
*Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.
**Class C shares redeemed during the first year after purchase are subject
to a 1% CDSC.
(a)The management fee payable to PMC will consist of a basic fee of 0.70% of
average daily net assets and a performance adjustment. For the period
August 1, 1998 through July 31, 1999, the management fee payable to PMC
will include the basic fee only.
THE EXAMPLE IS DESIGNED FOR INFORMATION PURPOSES ONLY, AND SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURN. ACTUAL FUND
EXPENSES AND RETURN WILL VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.
<PAGE>
MANAGEMENT FEE
Under the proposed management contract, as compensation for its
management related services and certain expenses which PMC incurs on behalf of
the Fund, the Fund would pay PMC a management fee that is comprised of two
components. The first component is a basic fee (the "Basic Fee") equal to 0.70%
per annum of the Fund's average daily net assets up to $1 billion, 0.675% of the
next $4 billion, 0.65% of the next $5 billion and 0.575% of the excess over $10
billion. The Basic Fee would be computed daily and paid monthly. The second
component is a performance fee adjustment.
COMPUTING THE PERFORMANCE FEE ADJUSTMENT
The Basic Fee is subject to an upward or downward adjustment, depending
on whether, and to what extent, the investment performance of the Class A shares
of the Fund for the performance period exceeds, or is exceeded by, the record of
the Lipper Growth Funds Index (the "Index") over the same period. This
performance comparison would be made at the end of each month. Each percentage
point of difference (up to a maximum of +/-10 percentage points) would be
multiplied by a performance adjustment rate of 0.01%. An appropriate percentage
of this rate (based on the number of days in the current month) would then be
applied to the Fund's average net assets over the entire performance period,
giving the dollar amount that will be added to (or subtracted from) the Basic
Fee. The monthly performance adjustment will be further adjusted to the extent
necessary to insure that the total annual adjustment to the Basic Fee does not
exceed +/-0.10% of the average daily net assets for that year.
Because the adjustment to the Basic Fee is based on the
comparative performance of the Fund's Class A shares and the record of the
Index, the controlling factor is not whether the performance of the Fund's Class
A shares is up or down, but whether it is up or down more or less than the
record of the Index. Moreover, the comparative investment performance of the
Fund's Class A shares is based solely on the relevant performance period without
regard to the cumulative performance over a longer or shorter period of time.
From time to time, the Trustees may determine that another securities
index is a more appropriate benchmark than the Index for purposes of evaluating
the performance of the Fund. In such event, a successor index may be substituted
for the Index in prospectively calculating the performance based adjustment to
the Basic Fee. However, the Fund's performance relative to the Index will still
be used in calculating the performance adjustment concerning portions of the
performance period prior to the approval of the successor index. In addition,
because of the possible future identification of a more appropriate class of
Fund shares for comparison to the Index, the Trustees have reserved the ability
to substitute the class of Fund shares designated for the performance comparison
to the Index; provided, in such event the calculation of the performance
adjustment for any portion of the performance period prior to the designation of
a successor class would still be based upon the performance of the previously
designated class of Fund shares.
PHASE-IN OF PERFORMANCE FEE ARRANGEMENTS
As indicated above, if approved by shareholders on July 21, 1998, the
proposed contract with PMC will become effective August 1, 1998 (the "Effective
Date"). Accordingly, beginning in August 1998, the Fund will begin paying
management fees at a rate equal to the Basic Fee. The performance adjustment
will be phased-in as follows: (a) during the initial 12-month period, the Basic
Fee will remain unadjusted, (b) during the following 24 months, the Fund's
performance will be measured over an increasing period covering the current
month and the prior months dating back to the Effective Date, and (c) beginning
in the 36th month, the Fund's performance would be measured over a rolling
36-month period covering the current month and the prior 35 months (each a
"Performance Period"). The Fund will pay management fees at a rate equal to the
Basic Fee plus or minus the amount of the performance adjustment for the
relevant Performance Period.
The Basic Fee will be computed daily, the performance fee adjustment will be
calculated once per month and the entire management fee will be paid monthly.
0698-5408
(C) Pioneer Funds Distributor, Inc.
<PAGE>
July 1, 1998
PIONEER GROWTH SHARES
SUPPLEMENT TO
CLASS Y SHARES PROSPECTUS
DATED APRIL 30, 1998
The Trustees of Pioneer Growth Shares (the "Fund") have approved a new
management contract with a performance based management fee, subject to
shareholder approval at a meeting adjourned to July 21, 1998. If approved by
shareholders on that date, the management contract will take effect on August 1,
1998.
EXPENSE INFORMATION
As more fully described below, the Fund has submitted for shareholder
approval a proposed management contract under which the basic rate of management
fee payable to Pioneering Management Corporation ("PMC") would be increased or
decreased based upon the Fund's investment performance relative to the record of
a benchmark securities index. Under the proposed contract, the "Annual Operating
Expenses" and the "Example" shown on page 2 of the prospectus would change as
set forth below. The "Shareholder Transaction Expenses" shown on page 2 of the
prospectus would not change as a result of the new contract.
The information in the table below is based on the Fund's actual
expenses for the year ended December 31, 1997. Management fees have been
restated to reflect the basic, maximum and minimum fees payable to PMC under the
proposed contract. Class Y shares were first offered April 30, 1998. Estimated
management fees and total operating expenses based upon the assumption that
Class Y shares were outstanding for the Fund's past fiscal year are 0.48% and
0.72%, respectively. Estimated management fees and total operating expenses for
Class Y shares assuming the proposed contract was in effect throughout this
period are the same as shown under the basic fee column below.
ANNUAL OPERATING EXPENSES (as a percentage of average net assets):
CLASS Y SHARES MANAGEMENT FEE(a)
Basic Maximum Minimum
Management Fee 0.70% 0.80% 0.60%
12b-1 Fees None None None
Other Expenses (including accounting
and transfer agent fees, custodian fees
and printing expenses)2 0.24% 0.24% 0.24%
---- ---- ----
Total Operating Expenses 0.94% 1.04% 0.84%
==== ==== ====
2Expenses are net of amounts paid in connection with third-party
brokerage/service and certain expense offset arrangements. In the absence
of such arrangements "Total Operating Expenses" would be:
Basic Maximum Minimum
Class Y Shares 0.96% 1.06% 0.86%
EXAMPLE:
You would pay the following expenses on a $1,000 investment, with or
without redemption at the end of each time period, assuming a 5% annual return,
reinvestment of all dividends and distributions and that the percentage amounts
listed above under "Annual Operating Expenses" remain the same each year.
<PAGE>
CLASS Y SHARES
Management Fee 1 YEAR(a) 3 YEARS 5 YEARS 10 YEARS
--------- ------- ------- --------
Basic $10 $30 $52 $115
Maximum -- $33 $57 $127
Minimum -- $27 $47 $104
- -------------------
(a)The management fee payable to PMC will consist of a basic fee of 0.70% of
average daily net assets and a performance adjustment. For the period
August 1, 1998 through July 31, 1999, the management fee payable to PMC
will include the basic fee only.
THE EXAMPLE IS DESIGNED FOR INFORMATION PURPOSES ONLY, AND SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURN. ACTUAL FUND
EXPENSES AND RETURN WILL VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.
MANAGEMENT FEE
Under the proposed management contract, as compensation for its
management related services and certain expenses which PMC incurs on behalf of
the Fund, the Fund would pay PMC a management fee that is comprised of two
components. The first component is a basic fee (the "Basic Fee") equal to 0.70%
per annum of the Fund's average daily net assets up to $1 billion, 0.675% of the
next $4 billion, 0.65% of the next $5 billion and 0.575% of the excess over $10
billion. The Basic Fee would be computed daily and paid monthly. The second
component is a performance fee adjustment.
COMPUTING THE PERFORMANCE FEE ADJUSTMENT
The Basic Fee is subject to an upward or downward adjustment, depending
on whether, and to what extent, the investment performance of the Class A shares
of the Fund for the performance period exceeds, or is exceeded by, the record of
the Lipper Growth Funds Index (the "Index") over the same period. This
performance comparison would be made at the end of each month. Each percentage
point of difference (up to a maximum of +/-10 percentage points) would be
multiplied by a performance adjustment rate of 0.01%. An appropriate percentage
of this rate (based on the number of days in the current month) would then be
applied to the Fund's average net assets over the entire performance period,
giving the dollar amount that will be added to (or subtracted from) the Basic
Fee. The monthly performance adjustment will be further adjusted to the extent
necessary to insure that the total annual adjustment to the Basic Fee does not
exceed +/-0.10% of the average daily net assets for that year.
Because the adjustment to the Basic Fee is based on the
comparative performance of the Fund's Class A shares and the record of the
Index, the controlling factor is not whether the performance of the Fund's Class
A shares is up or down, but whether it is up or down more or less than the
record of the Index. Moreover, the comparative investment performance of the
Fund's Class A shares is based solely on the relevant performance period without
regard to the cumulative performance over a longer or shorter period of time.
From time to time, the Trustees may determine that another securities
index is a more appropriate benchmark than the Index for purposes of evaluating
the performance of the Fund. In such event, a successor index may be substituted
for the Index in prospectively calculating the performance based adjustment to
the Basic Fee. However, the Fund's performance relative to the Index will still
be used in calculating the performance adjustment concerning portions of the
performance period prior to the approval of the successor index. In addition,
because of the possible future identification of a more appropriate class of
Fund shares for comparison to the Index, the Trustees have reserved the ability
to substitute the class of Fund shares designated for the performance comparison
to the Index; provided, in such event the calculation of the performance
adjustment for any portion of the performance period prior to the designation of
a successor class would still be based upon the performance of the previously
designated class of Fund shares.
<PAGE>
PHASE-IN OF PERFORMANCE FEE ARRANGEMENTS
As indicated above, if approved by shareholders on July 21, 1998, the
proposed contract with PMC will become effective August 1, 1998 (the "Effective
Date"). Accordingly, beginning in August 1998, the Fund will begin paying
management fees at a rate equal to the Basic Fee. The performance adjustment
will be phased-in as follows: (a) during the initial 12-month period, the Basic
Fee will remain unadjusted, (b) during the following 24 months, the Fund's
performance will be measured over an increasing period covering the current
month and the prior months dating back to the Effective Date, and (c) beginning
in the 36th month, the Fund's performance would be measured over a rolling
36-month period covering the current month and the prior 35 months (each a
"Performance Period"). The Fund will pay management fees at a rate equal to the
Basic Fee plus or minus the amount of the performance adjustment for the
relevant Performance Period.
The Basic Fee will be computed daily, the performance fee adjustment will be
calculated once per month and the entire management fee will be paid monthly.
0698-5409
(C) Pioneer Funds Distributor, Inc.
