PIONEER GROWTH TRUST
N-30D, 1996-06-24
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<PAGE>
[PIONEER LOGO]

Pioneer 
Equity-Income 
Fund 



   
SEMIANNUAL REPORT 
APRIL 30, 1996 
    

   
                          PIONEER EQUITY-INCOME FUND 
                               60 State Street 
                         Boston, Massachusetts 02109 
    

   
OFFICERS 
JOHN F. COGAN, JR., Chairman and President 
DAVID D. TRIPPLE, Executive Vice President 
JOHN A CAREY, Vice President 
WILLIAM H. KEOUGH, Treasurer 
JOSEPH P. BARRI, Secretary 
    

TRUSTEES 
JOHN F. COGAN, JR. 
RICHARD H. EGDAHL, M.D. 
MARGARET B.W. GRAHAM 
JOHN W. KENDRICK 
MARGUERITE A. PIRET 
DAVID D. TRIPPLE 
STEPHEN K. WEST 
JOHN WINTHROP 

INVESTMENT ADVISER 
PIONEERING MANAGEMENT 
CORPORATION 

PRINCIPAL UNDERWRITER 
PIONEER FUNDS
DISTRIBUTOR, INC. 

CUSTODIAN 
BROWN BROTHERS HARRIMAN & CO. 

INDEPENDENT PUBLIC 
ACCOUNTANTS 
ARTHUR ANDERSEN LLP 

LEGAL COUNSEL 
HALE AND DORR 

SHAREHOLDER SERVICES AND TRANSFER AGENT 
PIONEERING SERVICES CORPORATION 
60 State Street 
Boston, Massachusetts 02109 

   
- --------------------------------------------------------- 
Please call Pioneer for information on: 
Existing accounts, new accounts, 
prospectuses, applications, 
and service forms .........................1-800-225-6292 
Fund yields and prices ....................1-800-225-4321 
Toll-free fax .............................1-800-225-4240 
Retirement plans ..........................1-800-622-0176 
Telecommunications Device for the 
Deaf (TDD) ................................1-800-225-1997 
- ---------------------------------------------------------- 
    
   
When distributed to persons who are not shareowners of the Fund, this report 
must be accompanied by an official prospectus, that discusses the objectives, 
policies, sales charges and other information about the Fund. 
    

0696-3428 
(c)Pioneer Funds Distributor, Inc. 
<PAGE>
   
Dear Shareowner, 
    

It is hard to believe that Pioneer Equity-Income has already reached the 
middle of its seventh fiscal year! Once again, the United States' stock 
market is shaping up as a pretty good place to have one's investment dollars. 
However, in recent months an upward movement in interest rates and 
commodities prices has caused concern that corporate earnings growth could 
slow. Interest-rate sensitive industries, including utilities and financial 
services, have been particular worries for investors, but industrial stocks 
and even high-growth technology issues have also come under scrutiny. In 
short, investors, while still generally bullish, became more cautious as your 
Fund's semiannual period progressed through April 30. 

                            How Your Fund Performed 

Your Fund achieved the following results for the six months ended April 30, 
1996: 

                                Class A Shares 

(bullet) Net asset value stood at $19.75 per share on April 30, 1996, versus 
         $18.22 at October 31, 1995. 

(bullet) Shareowners received income dividends totaling $0.2473 per share, 
         along with a $0.1418 per share capital gains distribution paid in 
         December 1995. 

(bullet) The Fund's dividend yield on Class A shares continued to outpace 
         that of the unmanaged Standard & Poor's (S&P) 500 Index. We are 
         pleased to state that we have met our goal of consistently exceeding 
         the yield on the S&P 500 since the Fund's inception. 

(bullet) Assuming reinvestment of all distributions during the period, the 
         increase in share value translated into a total return of 10.60% for 
         the six months at net asset value and 4.25% at maximum public 
         offering price. 


                                Class B Shares 

(bullet) Net asset value was $19.65 per share on April 30, 1996, versus 
         $18.15 per share at October 31, 1995. 

(bullet) Shareowners received income dividends totaling $0.2045 per share, 
         along with a $0.1418 per share capital gains distribution paid in 
         December 1995. 

(bullet) Assuming reinvestment of all distributions during the period, the 
         increase in share value contributed to a total return of 10.23% for 
         the six months, assuming shares were held the entire six months. If 
         shares were sold at the end of the period, and the maximum 4% 
         contingent deferred sales charge deducted, total return would have 
         been 6.23%. 


                                Class C Shares 

The Fund introduced Class C shares on January 31, 1996. Since then, they 
achieved the following results: 

(bullet) Net asset value was $19.66 per share on April 30, 1996, versus the 
         introductory $19.49. 

(bullet) Shareowners received income dividends totaling $0.09 per share 
         through April 30. 

(bullet) Assuming reinvestment of all distributions during the period, the 
         increase in share value contributed to a total return of 1.33% for 
         the abbreviated period, assuming shares were held throughout. If 
         shares were sold and the 1% sales charge deducted at the end of the 
         period, total return would have been 0.33%. 

   
By comparison, the unmanaged Standard & Poor's 500 Index showed a total 
return of 13.75% for the six months through April 30. The return on the S&P 
500 reflects the results of many stocks that are ineligible for inclusion in 
your Fund's portfolio due to their insufficient dividend income. The 
accompanying table shows the Fund's results for longer time periods. 
    
                                   
<PAGE>
- ----------------------------------------------------------------
                  Average Annual Total Returns 
                     (As of April 30, 1996) 
Class A Shares 
                                  Net              Public 
Period                        Asset Value     Offering Price* 
- -------------------------     ------------   ------------------ 
Life of Fund (7/25/90)           14.44%            13.26% 
5 Years                          15.66             14.31 
1 Year                           26.39             19.10 

Class B Shares 
Period                          If Held         If Redeemed** 
- -------------------------      ----------      ---------------- 
Life of Fund (4/4/94)            16.97%            15.74% 
1 Year                           25.53             21.53 
- -----------------------------------------------------------------

                        Review of Investment Activity 

   
We are very pleased to report that Fund assets continued to grow, nearing 
$420 million on April 30, an increase of more than one-third from October 31, 
1995. Importantly, the growth in assets resulted from both appreciation of 
portfolio holdings and new purchases of Fund shares. The added assets, 
together with a very active stock market, permitted us to make a large number 
of changes in the portfolio. We continued our drive to reduce the number of 
positions by adding 15 securities while eliminating 34, a net reduction of 
19. Many of the positions eliminated, some dating back to the Fund's early 
years, were smaller holdings we believed were not suitable for the additional 
investments needed to make them meaningful to the Fund today. In a few other 
cases, we decided that other investments were more attractive. There also was 
one large merger in the portfolio. FirsTier Financial was acquired by First 
Bank System; we retained the First Bank stock received in exchange for 
FirsTier. 
    

   
Looking at sectors, we increased holdings in consumer durables from 7.9% to 
10.6% by increasing investments in the "Big Three" auto manufacturers, 
Chrysler, Ford and General Motors. With better consumer confidence and a 
stronger economy, the outlook appears brighter for these companies, which 
also pay attractive dividends. Within energy, we added oil services 
companies, most importantly Schlumberger. Financial holdings show new 
diversification into insurance with the addition of Chubb, SAFECO and St. 
Paul, all high-quality property and casualty companies. We sharply increased 
pharmaceutical exposure by adding Bristol-Myers Squibb and purchasing more 
Schering-Plough. Finally, we kept reducing holdings in electric, gas and 
water utilities and expanding investments in telecommunications. While there 
may again be opportunities in the other utility sectors, we continue to favor 
telephone utilities for the greater growth in demand for their services. 
    


                                Looking Ahead 

   
The economic clouds we mentioned in the Fund's October annual report have not 
altogether cleared. While the economy appears to be doing pretty well, that 
strength has prompted concerns over interest rates and inflation. As always, 
we look at individual stocks and evaluate each on its merits and market 
valuation. Currently, a particular challenge is achieving adequate dividend 
income while the overall dividend yield on stocks, as measured by the S&P 
500, is near an all-time low of barely over 2%. We are looking across many 
industry lines for dividends, and we are also emphasizing investments in 
companies that offer not only good expected dividend yields, but also the 
capability and stated policy of increasing their dividends regularly. 
    

   
On the next few pages you will see the Fund's audited Schedule of 
Investments, as well as audited financial statements, as of April 30, 1996. 
Please call your investment representative with any questions you have about 
Pioneer Equity-Income Fund, or call Pioneer directly at 1-800-225-6292. We 
appreciate your support. 
    

Respectfully, 

/s/ John F. Cogan, Jr. 
- --------------------------------- 
John F. Cogan, Jr. 
Chairman and President, 
Pioneer Equity-Income Fund 



________________________
 * Reflects deduction of the maximum 5.75% sales charge at the beginning of 
   the period and assumes reinvestment of distributions at net asset value. 
** Reflects deduction of the maximum 4.0% contingent deferred sales charge at 
   the end of the period and assumes reinvestment of distributions. 
   Past performance does not guarantee future results. Return and principal 
   fluctuate so that an investor's shares, when redeemed, may be worth more 
   or less than their original cost. 

                                      2 
<PAGE>
 
     SCHEDULE OF INVESTMENTS--PIONEER EQUITY-INCOME FUND--APRIL 30, 1996 

<TABLE>
<CAPTION>
 Principal 
   Amount                                                                Value 
- -----------                                                           ----------- 
<S>             <C>                                                   <C>
                          INVESTMENT IN SECURITIES--100% 
                         CONVERTIBLE CORPORATE BONDS--0.6% 
$1,000,000      EMC Corp., Sub. Deb., 4.25%, 2001                      $1,147,500 
 1,310,000      Guilford Mills Inc., Sub. Deb., 6.00%, 2012             1,255,963 
                                                                        --------- 
                  TOTAL CONVERTIBLE CORPORATE BONDS (Cost $2,442,500)  $2,403,463 
                                                                        --------- 
<CAPTION>
  Shares 
- ----------- 
<S>             <C>                                                   <C>
                         CONVERTIBLE PREFERRED STOCKS--3.7% 
    75,000      Delta Air Lines, Inc., $3.50, Series C                $ 4,753,125 
    70,000      Reynolds Metals, 7.00%                                  3,368,750 
   132,400      Rouse Co., 6.50%, Series A                              7,282,000 
     1,840      Stepan Co., 5.50%                                          34,960 
                                                                        --------- 
                  TOTAL CONVERTIBLE PREFERRED STOCKS
                     (Cost $14,188,241)                               $15,438,835 
                                                                        --------- 
                              COMMON STOCKS--95.7% 
                             BASIC INDUSTRIES--9.2% 
                                 Chemicals--3.6% 
   147,524      ARCO Chemical Co.                                     $ 7,837,212 
   136,300      Borden Chemicals and Plastics, L.P.                     1,840,050 
    66,500      E.I. du Pont de Nemours and Co.                         5,344,938 
                                                                        --------- 
                                                                      $15,022,200 
                                                                        --------- 
                               Iron & Steel--1.1% 
   348,937      Roanoke Electric Steel Corp.                          $ 4,623,415 
                                                                        --------- 
                              Metals & Mining--3.2% 
    13,800      Great Northern Iron Ore Properties CBI                $   648,600 
   170,600      Phelps Dodge Corp.                                     12,539,100 
                                                                        --------- 
                                                                      $13,187,700 
                                                                        --------- 
                             Paper Products--1.3% 
   100,000      Union Camp Corp.                                      $ 5,437,500 
                                                                        --------- 
                   TOTAL BASIC INDUSTRIES                             $38,270,815 
                                                                        --------- 
                             CAPITAL GOODS--5.4% 
                            Producer Goods--5.4% 
   556,557      The Gorman-Rupp Co.+                                  $ 8,209,216 
    24,700      Johnson Controls, Inc.                                  1,766,050 
     8,000      Manitowoc Company Inc.                                    272,000 
    63,000      Minnesota Mining & Manufacturing Co.                    4,142,250 
    52,600      Timken Co.                                              2,084,275 
   330,000      Westinghouse Electric Corp.                             6,228,750 
                                                                        --------- 
                   TOTAL CAPITAL GOODS                                $22,702,541 
                                                                        --------- 
                           CONSUMER DURABLES--10.6% 
                             Motor Vehicles--10.6% 
   185,150      Chrysler Corp.                                        $11,618,162 
   563,800      Ford Motor Co.                                         20,226,325 
   224,700      General Motors Corp.                                   12,189,975 
                                                                        --------- 
                   TOTAL CONSUMER DURABLES                            $44,034,462 
                                                                        --------- 
                          CONSUMER NON-DURABLES--9.9% 
                           Agriculture & Food--5.8% 
   135,900      CPC International, Inc.                               $ 9,394,087 
   147,750      H.J. Heinz Co.                                          5,005,031 
   180,000      Quaker Oats Co.                                         6,187,500 
   117,300      Sara Lee Corp.                                          3,636,300 
                                                                        --------- 
                                                                      $24,222,918 
                                                                        --------- 
                           Consumer Luxuries--1.4% 
   162,000      Cedar Fair, L.P.                                      $ 5,791,500 
                                                                        --------- 
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      3 
<PAGE>
<TABLE>
<CAPTION>
Shares                                                                    Value 
- -----------                                                             --------- 
<S>             <C>                                                   <C>
                           Retail Non-Food--2.7% 
    60,000      J.C. Penney Co., Inc.                                 $ 2,970,000 
   124,000      May Department Stores Co.                               6,324,000 
    30,000      Mercantile Stores Co., Inc.                             1,871,250 
                                                                        --------- 
                                                                      $11,165,250 
                                                                        --------- 
                   TOTAL CONSUMER NON-DURABLES                        $41,179,668 
                                                                        --------- 
                              ENERGY--5.1% 
                        Oil & Gas Extraction--3.7% 
    78,500      Amoco Corp.                                           $ 5,730,500 
   114,000      Chevron Corp.                                           6,612,000 
    65,700      Lakehead Pipeline Partners, L.P.                        1,798,538 
    11,500      Mobil Corp.                                             1,322,500 
                                                                        --------- 
                                                                      $15,463,538 
                                                                        --------- 
                            Oil Services--1.4% 
    50,300      Buckeye Partners, L.P.                                $ 1,936,550 
    28,800      Santa Fe Pacific Pipeline Partners, L.P.                1,076,400 
    30,000      Schlumberger Ltd.                                       2,647,500 
                                                                        --------- 
                                                                      $ 5,660,450 
                                                                        --------- 
                   TOTAL ENERGY                                       $21,123,988 
                                                                        --------- 
                            FINANCIAL--18.0% 
                         Commercial Banks--13.8% 
   103,100      AmSouth Bancorp                                       $ 3,956,463 
   117,400      Bank of New York Co., Inc.                              5,693,900 
    95,000      Boatmen's Bancshares, Inc.                              3,681,250 
   157,500      CoreStates Financial Corp.                              6,142,500 
   152,565      First Bank System, Inc.                                 9,192,041 
   270,000      First Security Corp.                                    6,817,500 
   150,000      First Tennessee National Corp.                          4,950,000 
   162,781      Huntington Bancshares, Inc.                             3,947,439 
   108,000      National City Corp.                                     3,982,500 
   201,127      Old Kent Financial Corp.                                7,542,262 
    65,000      Southtrust Corp.                                        1,763,125 
                                                                        --------- 
                                                                      $57,668,980 
                                                                        --------- 
                       Insurance--General--3.9% 
    40,000      Chubb Corp.                                           $ 3,785,000 
   220,500      Safeco Corp.                                            7,276,500 
   103,100      St. Paul Companies, Inc.                                5,477,188 
                                                                         --------- 
                                                                      $16,538,688 
                                                                        --------- 
                           Investments--0.3% 
    36,900      Eaton Vance Corp.                                     $ 1,125,450 
                                                                        --------- 
                   TOTAL FINANCIAL                                    $75,333,118 
                                                                        --------- 
                             SERVICES--8.1% 
                      Health & Personal Care--1.1% 
    89,700      U.S. Healthcare, Inc.                                 $ 4,675,612 
                                                                        --------- 
                           Publishing--2.0% 
    78,500      Dun & Bradstreet Corp.                                $ 4,778,688 
    80,000      McGraw-Hill Companies, Inc.                             3,530,000 
                                                                        --------- 
                                                                      $ 8,308,688 
                                                                        --------- 
                          Pharmaceuticals--5.0% 
    40,000      Bristol-Myers Squibb Co.                              $ 3,290,000 
   305,400      Schering-Plough Corp.                                  17,522,325 
                                                                        --------- 
                                                                      $20,812,325 
                                                                        --------- 
                   TOTAL SERVICES                                     $33,796,625 
                                                                        ---------
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      4 
<PAGE>
<TABLE>
<CAPTION>
Shares                                                                    Value 
- -----------                                                             --------- 
<S>             <C>                                                   <C>
                                 TECHNOLOGY--3.2% 
                             Business Machines--1.1% 
    44,000      IBM Corp.                                             $  4,730,000 
                                                                         --------- 
                                Electronics--2.1% 
   134,900      Diebold, Inc.                                         $  5,193,650 
    92,000      Thomas & Betts Corp.                                     3,622,500 
                                                                         --------- 
                                                                      $  8,816,150 
                                                                         --------- 
                   TOTAL TECHNOLOGY                                   $ 13,546,150 
                                                                         --------- 
                               TRANSPORTATION--1.4% 
                               Railroad & Bus--1.4% 
    71,600      Norfolk Southern Corp.                                $  6,014,400 
                                                                         --------- 
                   TOTAL TRANSPORTATION                               $  6,014,400 
                                                                         --------- 
                                UTILITIES--24.8% 
                              Electric Utility--1.0% 
   147,100      Allegheny Power System, Inc.                          $  4,302,675 
                                                                         --------- 
                               Gas Utility--1.2% 
    55,300      Brooklyn Union Gas Co.                                $  1,451,625 
    85,950      Indiana Energy, Inc.                                     2,052,056 
    98,000      Public Service Co. of North Carolina, Inc.               1,580,250 
                                                                         --------- 
                                                                      $  5,083,931 
                                                                         --------- 
                            Telecommunications--21.8% 
   227,000      Ameritech Corp.                                       $ 13,251,125 
   238,600      Bell Atlantic Corp.                                     15,509,000 
   158,200      BellSouth Corp.                                          6,328,000 
   169,700      Frontier Corp.                                           5,366,763 
   124,000      GTE Corp.                                                5,378,500 
   275,500      Lincoln Telecommunications Co.                           4,683,500 
   246,500      NYNEX Corp.                                             12,109,312 
   220,000      Pacific Telesis Group                                    7,535,000 
   283,000      SBC Communications, Inc.                                14,150,000 
   199,877      U.S. West, Inc.                                          6,545,972 
                                                                         --------- 
                                                                      $ 90,857,172 
                                                                         --------- 
                              Utility/Other--0.8% 
    75,200      American Water Works, Inc.                            $  2,857,600 
    20,500      E'Town Corp.                                               561,188 
                                                                         --------- 
                                                                      $  3,418,788 
                                                                         --------- 
                   TOTAL UTILITIES                                    $103,662,566 
                                                                         --------- 
                   TOTAL COMMON STOCKS (Cost $337,692,140)            $399,664,333 
                                                                         --------- 
                   TOTAL INVESTMENT IN SECURITIES 
                     (Cost $354,322,881) (a)                          $417,506,631 
                                                                         ========= 
</TABLE>
   
- -------------------------------------------------------------------------------
  + Investments held representing 5% or more of the outstanding voting stock of
    such company (see Note 6). 
    
(a) At April 30, 1996, the net unrealized gain on investments based on cost 
    for federal income tax purposes of $354,322,881 was as follows: 

    Aggregate gross unrealized gain for all investments in which there is an 
    excess of value over tax cost .................. ............$65,637,059 
    Aggregate gross unrealized loss for all investments in which there is an 
    excess of tax cost over value ................................(2,453,309) 
                                                                 ----------- 
    Net unrealized gain......................................... $63,183,750 
    -------------------------------------------------------------------------- 
    Purchases and sales of securities (excluding temporary cash investments) 
    for the six months ended April 30, 1996 aggregated $152,854,480 and 
    $73,296,863, respectively. 

   The accompanying notes are an integral part of these financial statements.

                                      5 
<PAGE>
                         PIONEER EQUITY-INCOME FUND 
                         BALANCE SHEET--April 30,1996 

<TABLE>
<S>                                                                 <C>
ASSETS: 
  Investment in securities, at value (cost $354,322,881; see 
   Schedule of Investments and Notes 1 and 6)                       $417,506,631 
  Cash                                                                   203,981 
  Receivables-- 
    Investment securities sold                                           268,916 
    Fund shares sold                                                   2,620,757 
    Dividends and Interest                                             1,442,581 
  Other                                                                    3,442 
                                                                     ----------- 
      Total assets                                                  $422,046,308 
                                                                     ----------- 
LIABILITIES: 
  Payables-- 
    Investment securities purchased                                  $   751,175 
    Fund shares repurchased                                              997,802 
  Due to affiliates (Notes 2, 3 and 4)                                   259,313 
  Accrued expenses                                                        47,506 
                                                                     ----------- 
      Total liabilities                                             $  2,055,796 
                                                                     ----------- 
NET ASSETS: 
  Paid-in capital (Note 1)                                          $350,918,472 
  Accumulated undistributed net investment income (Note 1)             1,038,785 
  Accumulated undistributed net realized gain on 
   investments (Note 1)                                                4,849,505 
  Net unrealized gain on investments                                  63,183,750 
                                                                     ----------- 
      Total net assets                                              $419,990,512 
                                                                     =========== 
NET ASSET VALUE PER SHARE: 
      Class A--(based on $311,494,155 / 15,771,862 shares of 
        beneficial interest outstanding--unlimited number of 
        shares authorized)                                                $19.75 
                                                                          ====== 
      Class B--(based on $107,030,203 / 5,446,381 shares of 
        beneficial interest outstanding--unlimited number of 
        shares authorized)                                                $19.65 
                                                                          ====== 
      Class C--(based on $1,466,154 / 74,575 shares of 
        beneficial interest outstanding--unlimited number of 
        shares authorized)                                                $19.66 
                                                                          ====== 
MAXIMUM OFFERING PRICE: 
      Class A                                                             $20.95 
                                                                          ====== 
</TABLE>

  The accompanying notes are an integral part of these financial statements.
                                      6 
<PAGE>
 
                          PIONEER EQUITY-INCOME FUND 
                           STATEMENT OF OPERATIONS 
                   For the Six Months Ended April 30, 1996 

<TABLE>
<CAPTION>
<S>                                                     <C>            <C>
INVESTMENT INCOME (NOTE 1): 
  Dividends                                             $7,538,623 
  Interest                                                 155,242 
                                                           ------- 
     Total investment income                                           $ 7,693,865 
                                                                        ---------- 
EXPENSES: 
  Management fees (Note 2)                              $1,182,628 
  Transfer agent fees (Note 3) 
    Class A                                                281,192 
    Class B                                                 83,484 
    Class C                                                    590 
  Distribution fees (Note 4) 
    Class A                                                355,829 
    Class B                                                421,846 
    Class C                                                  1,570 
  Registration fees                                        124,808 
  Custodian fees                                            36,641 
  Professional fees                                         23,842 
  Accounting (Note 2)                                       35,490 
  Printing                                                  24,752 
  Fees and expenses of nonaffiliated trustees                9,460 
  Miscellaneous                                             15,090 
                                                           ------- 
     Total expenses                                                    $ 2,597,222 
       Less fees paid indirectly (Note 5)                                  (27,731) 
                                                                        ---------- 
       Net expenses                                                    $ 2,569,491 
                                                                        ---------- 
       Net investment income                                           $ 5,124,374 
                                                                        ---------- 
REALIZED AND UNREALIZED GAIN ON INVESTMENTS: 
  Net realized gain on investments (Note 1)                            $ 4,973,144 
  Change in net unrealized gain on investments                          24,569,307 
                                                                        ---------- 
     Net gain on investments                                           $29,542,451 
                                                                        ---------- 
       Net increase in net assets resulting from operations            $34,666,825 
                                                                        ========== 
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      7 
<PAGE>
                          PIONEER EQUITY-INCOME FUND 
                     STATEMENTS OF CHANGES IN NET ASSETS 
 For the Six Months Ended April 30, 1996 and the Year Ended October 31, 1995 

<TABLE>
<CAPTION>
                                                                                         Six Months         Year 
                                                                                           Ended            Ended 
                                                                                         April 30,       October 31, 
                                                                                            1996            1995 
                                                                                         -----------   --------------- 
<S>                                                                                    <C>              <C>
FROM OPERATIONS: 
  Net investment income                                                                $  5,124,374     $  7,581,927 
  Net realized gain on investments                                                        4,973,144        2,578,622 
  Change in net unrealized gain on investments                                           24,569,307       35,460,573 
                                                                                          ---------      ----------- 
    Net increase in net assets resulting from operations                               $ 34,666,825     $ 45,621,122 
                                                                                          ---------      ----------- 
DISTRIBUTIONS TO SHAREHOLDERS FROM: 
  Net investment income 
    Class A ($0.25 and $0.53 per share, respectively)                                  $ (3,653,277)    $ (6,559,110) 
    Class B ($0.20 and $0.45 per share, respectively)                                      (903,357)        (866,524) 
    Class C ($0.09 per share)                                                                (3,522)         -- 
  Net realized gain 
    Class A ($0.14 and $0.40 per share, respectively)                                    (2,023,138)      (4,472,881) 
    Class B ($0.14 and $0.40 per share, respectively)                                      (557,696)        (399,279) 
                                                                                          ---------      ----------- 
  Decrease in net assets resulting from distributions to shareholders                  $ (7,140,990)    $(12,297,794) 
                                                                                          ---------      ----------- 
FROM FUND SHARE TRANSACTIONS: 
  Net proceeds from sale of shares                                                     $119,746,881     $136,750,005 
  Net asset value of shares issued to shareholders in reinvestment of dividends           6,575,068       11,369,138 
  Cost of shares repurchased                                                            (44,271,422)     (59,634,245) 
                                                                                          ---------      ------------- 
    Net Increase in net assets resulting from fund share transactions                  $ 82,050,527     $ 88,484,898 
                                                                                          ---------      ------------- 
    Net increase in net assets                                                         $109,576,362     $121,808,226 

NET ASSETS: 
  Beginning of period                                                                   310,414,150      188,605,924 
                                                                                          ---------      ------------- 
  End of period (including accumulated undistributed net investment income of 
    $1,038,785 and $474,567, respectively)                                             $419,990,512     $310,414,150 
                                                                                          =========      ============= 
</TABLE>
<TABLE>
<CAPTION>
                                                                      Six Months Ended                Year Ended 
                                                                       April 30, 1996               October 31,1995 
                                                                  -------------------------   --------------------------- 
                                                                   Shares        Amount         Shares         Amount 
                                                                  ----------    -----------    ----------   ------------- 
<S>                                                              <C>          <C>             <C>           <C>
CLASS A 
  Shares sold                                                     3,587,727   $ 69,470,444     5,290,568    $ 87,988,000 
  Shares issued to shareholders in reinvestment of distributions    273,507      5,267,500       645,020      10,214,521 
  Less shares repurchased                                        (1,811,748)   (35,050,599)   (3,101,300)    (51,919,543) 
                                                                   --------      ---------      --------      ----------- 
    Net increase                                                  2,049,486   $ 39,687,345     2,834,288    $ 46,282,978 
                                                                   ========      =========      ========      =========== 
CLASS B 
  Shares sold                                                     2,524,823   $ 48,807,768     2,941,211    $ 48,762,005 
  Shares issued to shareholders in reinvestment of distributions     68,069      1,305,479        71,617       1,154,617 
  Less shares repurchased                                          (475,314)    (9,210,390)     (468,458)     (7,714,702) 
                                                                   --------      ---------      --------      ----------- 
    Net increase                                                  2,117,578   $ 40,902,857     2,544,370    $ 42,201,920 
                                                                   ========      =========      ========      =========== 
CLASS C* 
  Shares sold                                                        75,000   $  1,468,669 
  Shares issued to shareholders in reinvestment of distributions        106          2,089 
  Less shares repurchased                                              (531)       (10,433) 
                                                                   --------      --------- 
    Net increase                                                     74,575   $  1,460,325 
                                                                   ========      ========= 
</TABLE>

* Class C shares were first publicly offered on January 31, 1996. 


  The accompanying notes are an integral part of these financial statements.
                                      8 
<PAGE>
 
                         PIONEER EQUITY-INCOME FUND 
                             FINANCIAL HIGHLIGHTS 
       Selected Data for a Share Outstanding for the Periods Presented 

<TABLE>
<CAPTION>
                                                                                                                         July 25,
                                              Six Months Ended        For the Years Ended October 31,                    1990 to 
                                                  April 30,              ------------------------------                 October 31,
CLASS A                                              1996          1995       1994       1993      1992     1991           1990  
                                              ----------------   -------    -------    ------    -------   -------      ----------
<S>                                             <C>             <C>        <C>         <C>        <C>       <C>          <C>
Net asset value, beginning of period            $  18.22        $  16.16   $  16.92    $  14.56   $ 13.25   $ 10.35       $12.50 
                                                 --------          -----      -----       -----      ----     -----        ------
Increase (decrease) from investment operations: 
 Net investment income                          $   0.28        $   0.54   $   0.55    $   0.50   $  0.52   $  0.61       $ 0.22 
 Net realized and unrealized gain (loss) on 
  investments                                       1.64            2.45      (0.54)       2.46      1.57      2.94        (2.24) 
                                                 -------           -----      -----       -----      ----     -----        ------
   Total increase (decrease) from investment 
    operations                                  $   1.92        $   2.99   $   0.01    $   2.96   $  2.09   $  3.55       $(2.02) 
Distributions to shareholders from: 
 Net investment income                             (0.25)          (0.53)     (0.54)      (0.50)    (0.56)    (0.65)       (0.13) 
 Net realized gain                                 (0.14)          (0.40)     (0.23)      (0.10)    (0.22)       --            --  
                                                 --------           -----      -----      -----      ----     -----         ----- 
Net increase (decrease) in net asset value      $   1.53        $   2.06   $  (0.76)   $   2.36   $  1.31   $  2.90       $(2.15) 
                                                --------           -----      -----       -----      ----     -----        ------ 
Net asset value, end of period                  $  19.75        $  18.22   $  16.16    $  16.92   $ 14.56   $ 13.25       $10.35 
                                                ========           =====      =====       =====      ====     =====        ====== 
Total return*                                      10.60%          19.51%      0.09%      20.71%    16.53%    35.10%      (13.40%) 
Ratio of net expenses to average net assets         1.23%**+        1.29%+     1.24%       1.33%     1.73%     1.75%        1.75%**
Ratio of net investment income to average 
 net assets                                         2.94%**+        3.26%+     3.43%       3.20%     4.01%     5.54%        8.44%**
Portfolio turnover rate                            40.15%**        13.10%     26.67%      13.57%    18.13%    54.37%        3.83%**
Average commission rate paid per exchange listed 
  transaction                                   $ 0.0586              --         --          --        --        --            -- 
Net assets, end of period (in thousands)        $311,494        $249,981   $175,943    $143,025   $39,269   $10,616       $3,212
Ratios assuming no waiver of fees and 
  assumption of expenses by PMC: 
 Net expenses                                         --              --         --          --      1.77%     2.92%        6.62%** 
 Net investment income                                --              --         --          --      3.97%     4.37%        3.57%** 
Ratios assuming reduction for fees 
  paid indirectly: 
 Net expenses                                       1.22%**         1.27%        --          --        --        --           -- 
 Net investment income                              2.95%**         3.28%        --          --        --        --           --
</TABLE>

  + Ratios assuming no reduction for fees paid indirectly. 
  * 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. 
 

 The accompanying notes are an integral part of these financial statements.

                                      9 
<PAGE>
 
   
                          PIONEER EQUITY-INCOME FUND 
                             FINANCIAL HIGHLIGHTS 
 Selected Data for a Share Outstanding for the Periods Presented (Continued) 
    

<TABLE>
<CAPTION>
                                                                                                April 4, 1994 
                                                        Six Months Ended      Year Ended              to 
                                                         April 30, 1996     October 31, 1995   October 31, 1994
CLASS B                                                 ----------------    ----------------   ---------------- 
<S>                                                       <C>                   <C>              <C>
Net asset value, beginning of period                      $  18.15              $ 16.14          $ 15.46 
                                                           -------               ------           ------ 
Increase from investment operations: 
 Net investment income                                    $   0.21              $  0.45          $  0.21 
 Net realized and unrealized gain on investments              1.63                 2.41             0.71 
                                                           -------               ------           ------ 
  Total increase from investment operations               $   1.84              $  2.86          $  0.92 
Distributions to shareholders: 
 From net investment income                               $  (0.20)             $ (0.45)         $ (0.21) 
 In excess of net investment income                             --                   --            (0.03) 
 From net realized gain                                      (0.14)               (0.40)              -- 
                                                           --------               -----           ------ 
Net increase in net asset value                           $   1.50              $  2.01          $  0.68 
                                                           -------                -----           ------ 
Net asset value, end of period                            $  19.65              $ 18.15          $ 16.14 
                                                           =======                =====           ====== 
Total return*                                                10.17%               18.64%            5.93% 
Ratio of net expenses to average net assets                   1.98%**+             2.02%+           1.92%** 
Ratio of net investment income to average net assets          2.14%**+             2.35%+           2.35%** 
Portfolio turnover rate                                      40.15%**             13.10%           26.67% 
Average commission rate paid per exchange listed 
  transaction                                             $ 0.0586 
 Net assets, end of period (in thousands)                 $107,030              $60,433          $12,663 
 Ratios assuming reduction for fees paid indirectly: 
  Net expenses                                                1.96%**              1.98%              -- 
  Net investment income                                       2.16%**              2.39%              -- 


CLASS C***                                            January 31, 1996 
                                                            to 
                                                       April 30, 1996 
                                                      ---------------- 
Net asset value, beginning of period                      $  19.49 
                                                           ------- 
Increase from investment operations: 
 Net investment income                                    $   0.08 
 Net realized and unrealized gain on investments              0.18 
                                                           ------- 
  Total increase from investment operations               $   0.26 
Distributions to shareholders: 
 From net investment income                               $  (0.08) 
                                                           ------- 
 In excess of net investment income                          (0.01) 
Net increase in net asset value                           $   0.17 
                                                           ------- 
Net asset value, end of period                            $  19.66 
                                                           ======= 
Total return*                                                 1.33% 
Ratio of net expenses to average net assets                   2.23%**+ 
Ratio of net investment income to average net assets          1.59%**+ 
Portfolio turnover rate                                      40.15%** 
Average commission rate paid per exchange listed 
  transaction                                             $ 0.0586 
 Net assets, end of period (in thousands)                 $  1,466 
 Ratios assuming reduction for fees paid indirectly: 
  Net expenses                                                2.13%** 
  Net investment income                                       1.69%** 
</TABLE>

   + Ratios assuming no reduction for fees paid indirectly. 
   * 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. 
 *** Class C shares were first publicly offered on January 31, 1996. 

  The accompanying notes are an integral part of these financial statements.

                                      10 
<PAGE>


NOTES TO FINANCIAL STATEMENTS--April 30, 1996
- ------------------------------------------------------------------------------
1. Pioneer Equity-Income Fund (the Fund), one of three funds that composes 
Pioneer Growth Trust (the Trust), is a Massachusetts business 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 current income and long- term growth of capital. 

     The Board of Trustees (the Trustees) has authorized the issuance of three
share classes of the Fund, designated as Class A, Class B and Class C shares.
Class C shares were first publicly offered on January 31, 1996. The shares of
Class A, Class B and Class C represent an interest in the same portfolio of
investments of the Fund and have equal rights to voting, redemptions, dividends
and liquidation, except that each class of shares can bear different transfer
agent and distribution fees and have exclusive voting rights with respect to the
distribution plans that have been adopted by Class A, Class B and Class C
shareholders, respectively.

     The Fund's financial statements have been prepared in conformity with
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
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. The following is a summary of significant accounting
policies consistently followed by the Fund, which are in conformity with those
generally accepted in the investment company industry:

    A. Security Valuation--Security transactions are recorded on trade date. 
   Each day, 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 Trustees. Temporary cash investments are valued at amortized cost. 
   Dividend income is recorded on the ex-dividend date and interest income is 
   recorded on the accrual basis. 

    Gains and losses from sales of investments are calculated on the 
   "identified cost" method for both financial reporting and federal income 
   tax purposes. It is the Fund's practice to first select for sale those 
   securities that have the highest cost and also qualify for long-term 
   capital gain or loss treatment for 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 shareholders. Therefore, no federal 
   income tax provision is required. 

    The characterization of distributions to shareholders for financial 
   reporting purposes is determined in accordance with federal income tax 
   rules. Therefore, the source 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. 

    C. Fund Shares--The Fund records sales and repurchases of its shares on 
   trade date. Net losses, if any, as a result of cancellations, are absorbed 
   by Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for 
   the Fund and an indirect wholly owned subsidiary of The Pioneer Group, 
   Inc. (PGI). PFD earned $222,730 in underwriting commissions on the sale of 
   fund shares during the six months ended April 30, 1996. Distributions to 
   shareholders are recorded as of the ex-dividend date. Distributions paid 
   by the Fund, if any, with respect to each class of shares are calculated 
   in the same manner, at the same time, on the same day and in the same 
   amount, except that Class A, Class B, and Class C shares bear different 
   transfer agent and distribution fees. 

    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. Shareholders of each class share all 
   expenses and fees paid to the transfer agent, Pioneering Services 
   Corporation (PSC), for their services, which are allocated based on number 
   of accounts in each class and the ratable allocation of related 
   out-of-pocket expense (see Note 3). Income, common expenses and realized 

                                      11 
<PAGE>
   and unrealized gains and losses are calculated at the Fund level and 
   allocated daily to each class of shares based on the respective percentage 
   of adjusted net assets at the beginning of the day. 

2. Pioneering Management Corporation (PMC), the Fund's investment adviser, 
manages the Fund's portfolio and is a wholly owned subsidiary of PGI. 
Management fees are calculated daily at the annual rate of 0.65% of the 
Fund's average daily net assets up to $300 million; 0.60% of the next $200 
million; 0.50% of the next $500 million; and 0.45% of the excess over $1 
billion. 

     In addition, under the management agreement, certain other services and
costs, including accounting, regulatory reporting and insurance premiums, are
paid by the Fund. Included in due to affiliates is $36,467 and $10,361 in
management fees and accounting fees, respectively, payable to PMC at April 30,
1996.

3. PSC, a wholly owned subsidiary of PGI, provides substantially all transfer 
agent and shareholder services to the Fund at negotiated rates. Included in 
due to affiliates is $54,534 in transfer agent fees payable to PSC at April 
30, 1996. 

   
4. 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 Fund's average daily net assets 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 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 
$157,951 in distribution fees payable to PFD at April 30, 1996. 
    

     In addition, redemptions of each class of shares may be subject to a
contingent deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on
certain net asset value purchases of Class A shares that are redeemed within one
year of purchase. Class B shares that are redeemed within 6 years of purchase
are subject to a CDSC at declining rates beginning at 4.0%, 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
CDSC are paid to PFD. For the six months ended April 30, 1996, CDSC in the
amount of $54,326 was paid to PFD.

5. The Fund has entered into certain expense offset arrangements resulting in 
a reduction in the Fund's total expenses. For the six months ended April 30, 
1996, the Fund's expenses were reduced by $27,731 under such arrangements. 

6. The Fund's investment in certain companies may exceed 5% of the 
outstanding voting stock. Such companies are deemed affiliates of the Fund 
for financial reporting purposes. The following summarizes transactions with 
affiliates of the Fund as of April 30, 1996: 

                          Purchases   Sales    Dividend   
AFFILIATE                   Cost       Cost     Income       Value 
                         ----------   -----    --------   ---------- 
The Gorman-Rupp Co.      $5,902,512   $ --     $96,747    $8,209,216


                                      12 
<PAGE>
 
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 
- ------------------------------------------------------------------------------
   
TO THE SHAREHOLDERS AND THE BOARD OF TRUSTEES OF PIONEER EQUITY-INCOME FUND: 
    

   
    We have audited the accompanying balance sheet of Pioneer Equity-Income 
Fund (one of three funds that composes Pioneer Growth Trust, a Massachusetts 
business trust), including the schedule of investments, as of April 30, 1996, 
and the related statement of operations, the statements of changes in net 
assets and the financial highlights for the periods presented. These 
financial statements and financial highlights are the responsibility of the 
Trust's management. Our responsibility is to express an opinion on these 
financial statements and financial highlights based on our audits. 
    

    We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of 
securities owned as of April 30, 1996, by correspondence with the custodian. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion. 

   
    In our opinion, the financial statements and financial highlights 
referred to above present fairly, in all material respects, the financial 
position of Pioneer Equity-Income Fund as of April 30, 1996, and the results 
of its operations, the changes in its net assets and the financial highlights 
for the periods presented, in conformity with generally accepted accounting 
principles. 
    


Boston, Massachusetts                                     ARTHUR ANDERSEN LLP 
May 31, 1996 

                                      13 



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