1. Name and address of issuer:
Pioneer Growth Trust
60 State Street
Boston, MA 02109-1820
2. Name of each series or class of funds for which this notice is filed:
Pioneer Capital Growth Fund Class A Shares
Pioneer Capital Growth Fund Class B Shares
Pioneer Equity-Income Fund Class A Shares
Pioneer Equity-Income Fund Class B Shares
Pioneer Gold Shares Class A Shares
Pioneer Gold Shares Class B Shares
3. Investment Company Act File Number: 811-6160;
Securities Act File Number: 33-34801
4. Last day of fiscal year for which this notice is filed: October 31, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the fiscal year but before termination of the issuer's 24f-2 declar-
ation.
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year: 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year.
Shares:59,152,986 Aggregate sale price: $1,049,014,733
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Shares:59,152,986 Aggregate sale price: $1,049,014,733
11 Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):Included in item 9.
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $1,049,014,733
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + $0
(iii)Aggregate price of shares redeemed or repurchas-
ed during the fiscal year (if applicable): - $327,906,490
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): + $0
(v) Net aggregate price of securities sold and issued $721,108,243
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii) plus
line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x.0002
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: $144,221.65
Instruction: Issuers should complete line (ii), (iii), and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year: See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission' Rules of Informal and Other
Procedures (17 CFR 202.3a).
[YES]
Date of mailing or wire transfer of filing fees to the Commission's lock-
box depository: November 16, 1995
SIGNATURES
This report has been signed below the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)
/s/Robert P. Nault
Assistant Secretary
Date: November 16, 1995
November 15, 1995
Pioneer Growth Trust
60 State Street
Boston, MA 02109
Re: Rule 24f-2 Notice
Gentlemen:
Pioneer Growth Trust (the "Fund") is a Massachusetts business trust organized
under a written Declaration of Trust dated April 7, 1990, and executed and
delivered on such date in Boston, Massachusetts, as amended and restated on
December 7, 1993, and as further amended on December 20, 1993 (as so amended,
the "Declaration of Trust"). The beneficial interests thereunder are represented
by transferable shares of beneficial interest without par value.
The Trustees of the Fund have the powers set forth in the Declaration of Trust,
subject to the terms, provisions and conditions therein provided. Pursuant to
Article V, Section 5.1 of the Declaration of Trust, the number of shares of
beneficial interest authorized to be issued under the Declaration of Trust is
unlimited and the Trustees are authorized to divide the shares into one or more
series of shares and one or more classes thereof as they deem necessary or
desirable. Pursuant to Article V, Section 5.4 of the Declaration of Trust, the
Trustees may issue shares of any series for such amount and type of
consideration, including cash or property, and on such terms as they may deem
best without action or approval of the shareholders.
Pursuant to Article V, Section 5.11 of the Declaration of Trust, the Trustees
established three series of shares designated "Pioneer Capital Growth Fund",
"Pioneer Equity-Income Fund" and "Pioneer Gold Shares", each of which has been
divided into two classes of shares designated "Class A Shares" and "Class B
Shares".
We understand that, pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended (the "1940 Act"), the Fund has registered an indefinite number
of shares of beneficial interest under the Securities Act of 1933, as amended
(the "1933 Act").
We understand that you are about to file with the Securities and Exchange
Commission a notice pursuant to Rule 24f-2 (the "Rule 24f-2 Notice") making
definite the registration of 59,152,986 shares of beneficial interest of the
Fund (the "Shares") sold in reliance upon said Rule 24f-2 during the fiscal year
ended October 31, 1995.
We have examined the Declaration of Trust, the By-laws, resolutions of the Board
of Trustees, a certificate of the Assistant Secretary of the Fund to the effect
that the Fund or its agent received the consideration for the Shares in
accordance with the terms of the Declaration of Trust, and such other documents
as we have deemed necessary or appropriate for the purposes of this opinion,
including, but not limited to, originals, or copies certified or otherwise
identified to our satisfaction, of such documents, Fund records and other
instruments. In our examination of the above documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, the authenticity of the originals of such
latter documents and the legal competence of each individual executing any
documents.
Further, we express no opinion as to compliance with any state or federal
securities laws, including the securities laws of The Commonwealth of
Massachusetts. For purposes of this opinion letter, we have not made an
independent review of the laws of any state or jurisdiction other than The
Commonwealth of Massachusetts and express no opinion with respect to the laws of
any jurisdiction other than the laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the nonassessability of the shares of the
Fund, is qualified to the extent that under Massachusetts law, shareholders of a
Massachusetts business trust, such as the Fund, may be held personally liable
for the obligations of such Fund. In this regard, however, please be advised
that the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Fund and requires that notice of such disclaimer be given in
each note, bond, contract, certificate or undertaking made or issued by or on
behalf of the Fund. Also, the Declaration of Trust provides for indemnification
out of Fund property for all loss and expense of any shareholder held personally
liable solely by reason of his being or having been a shareholder of the Fund;
provided, however, that no Fund property may be used to indemnify any
shareholder of any series of the Fund other than Fund property allocated or
belonging to that series.
We are of the opinion that all necessary Fund action precedent to the issuance
of the Shares has been duly taken, and that the Shares were legally and validly
issued, and are fully paid and non-assessable by the Fund, subject to compliance
with the 1933 Act, the 1940 Act and the applicable state laws regulating the
sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above. Except as
provided in this paragraph, this opinion may not be relied upon by, or filed
with, any other parties or used for any other purpose.
Very truly yours,
HALE AND DORR
