July 28, 1999
SUPPLEMENT TO THE PROSPECTUSES OF
PIONEER GROWTH SHARES
DATED MAY 3, 1999
At a meeting on July 6, 1999, the Trustees of Pioneer Growth Shares (the fund)
approved, subject to shareholder approval, certain changes to the fund's
operations, including a new management contract with a performance based
management fee. The fund has submitted these changes for shareholder approval at
a meeting scheduled in September 1999. If approved by shareholders, these
changes will take effect on October 1, 1999.
BASIC INFORMATION ABOUT THE FUND
FEES AND EXPENSES
As more fully described below, the fund has submitted for shareholder approval a
proposed management contract under which the basic rate of management fees
payable to Pioneer Investment Management, Inc. (Pioneer) would be increased, and
the basic fee would be subject to adjustment based upon the fund's investment
performance relative to the record of the Russell 1000(R) Index. If the proposed
contract is approved, "Total Annual Fund Operating Expenses" and the "Example"
shown on page 3 of the prospectus would change as set forth below. The
"Shareowner fees" shown on page 3 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, 1998. Management fees have been restated to reflect
the basic, maximum and minimum fees payable under the proposed contract. For the
fiscal year ended December 31, 1998, actual management fees for each class of
shares were 0.46% and total operating expenses were 0.95% for Class A shares,
1.74% for Class B shares, 1.71% for Class C shares and 0.51% for Class Y shares,
under the current management contract. Had the proposed contract been in effect
throughout that period (but assuming no performance adjustment was made)
management fees and total operating expenses would have been the same as shown
under the basic fee column below.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
as a percentage of average daily net assets
CLASS A PROPOSED CONTRACT
Basic Maximum Minimum
<S> <C> <C> <C>
Management Fee 0.66% 0.76% 0.56%
Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25%
Other Expenses 0.24% 0.24% 0.24%
---- ---- ----
Total Annual Fund Operating Expenses 1.15% 1.25% 1.05%
==== ==== ====
CLASS B PROPOSED CONTRACT
Basic Maximum Minimum
Management Fee 0.66% 0.76% 0.56%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00%
Other Expenses 0.28% 0.28% 0.28%
---- ---- ----
Total Annual Fund Operating Expenses 1.94% 2.04% 1.84%
==== ==== ====
CLASS C PROPOSED CONTRACT
Basic Maximum Minimum
Management Fee 0.66% 0.76% 0.56%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00%
Other Expenses 0.25% 0.25% 0.25%
---- ---- ----
Total Annual Fund Operating Expenses 1.91% 2.01% 1.81%
==== ==== ====
CLASS Y PROPOSED CONTRACT
Basic Maximum Minimum
Management Fee 0.66% 0.76% 0.56%
Distribution and Service (12b-1) Fee 0.00% 0.00% 0.00%
Other Expenses 0.05% 0.05% 0.05%
---- ---- ----
Total Annual Fund Operating Expenses 0.71% 0.81% 0.61%
==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The following examples help you compare the costs of investing in the fund with
the cost of investing in other mutual funds. They assume that: a) you invest
$10,000 in the fund for the time periods shown, b) you reinvest all dividends
and distributions, c) your investment has a 5% return each year and d) the
fund's operating expenses remain the same.
IF YOU SELL YOUR SHARES IF YOU DO NOT SELL YOUR SHARES
-------------------------------------------------- ---------------------------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES
------------------------------------------------------------------------------------------------------
1 3 5 10 1 3 5 10
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
Basic $686 $919 $1,172 $1,893 $686 $919 $1,172 $1,893
Maximum 695 949 1,222 2,000 695 949 1,222 2,000
Minimum 676 890 1,121 1,784 676 890 1,121 1,784
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------
CLASS B
Basic 597 909 1,247 2,060 197 609 1,047 2,060
Maximum 607 940 1,298 2,166 207 640 1,098 2,166
Minimum 587 879 1,196 1,952 187 579 996 1,952
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------
CLASS C
Basic 294 600 1,032 2,233 194 600 1,032 2,233
Maximum 304 631 1,083 2,338 204 631 1,083 2,338
Minimum 284 570 980 2,127 184 570 980 2,127
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------
CLASS Y
Basic 73 227 395 883 73 227 395 883
Maximum 83 259 450 1,002 83 259 450 1,002
Minimum 62 195 340 763 62 195 340 763
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------ ------------
</TABLE>
MANAGEMENT FEE
As compensation for its management services and certain expenses which Pioneer
incurs on behalf of the fund, the fund would pay Pioneer an annual management
fee under the proposed contract (the "basic fee") equal to 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 would be computed daily and
paid monthly.
PERFORMANCE FEE ADJUSTMENT
The basic fee would be subject to upward or downward adjustment depending on
whether, and to what extent, the investment performance of the Class A shares of
the fund for the relevant performance period exceeds, or is exceeded by, the
record of the Russell 1000(R) 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 difference of +/- 10 percentage points)
would result in a performance rate adjustment of 0.01%. The maximum rate
adjustment is therefore +/- 0.10%. An appropriate percentage of this rate (based
upon the number of days in the current month) would then be multiplied by the
average daily net assets of the fund over the entire performance period, giving
the dollar amount which 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 of such adjustments to the basic fee does not exceed
+/- 0.10% of average daily net assets for that year.
Because the adjustment to the basic fee is based on the comparative performance
of the fund and the record of the Index, the controlling factor is not whether
fund performance 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 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 calculation of the performance adjustment for any
portion of the performance period prior to the adoption of the successor index
would still be based upon the fund's performance compared to the Index.
The performance adjustment would be implemented beginning on October 1, 2000.
Until October 1, 2000, the basic fee would remain unadjusted.
EFFECTIVE DATE OF PERFORMANCE ADJUSTMENT
As indicated above, if approved by shareholders, the basic fee under the
proposed contract with Pioneer will become effective October 1, 1999 (the
"effective date"). Accordingly, (1) from October 1, 1999 through September 30,
2000 the fund will pay management fees at a rate equal to the basic fee (0.70%
assuming assets up to $500 million); (2) from October 1, 2000 through September
30, 2002, the fund will pay management fees at a rate equal to the basic fee
plus or minus the amount of the performance adjustment based upon the current
month and the preceding months dating back to the effective date; and (3)
beginning on October 1, 2002, the fund will pay management fees at a rate equal
to the basic fee plus or minus the amount of the performance adjustment based
upon the current month and the preceding 35 months.
The basic fee would be computed daily, the performance fee adjustment would be
calculated once per month (after October 1, 2000) and the entire management fee
would be paid monthly.
0799-6777
(C) Pioneer Funds Distributor, Inc.
